GID / GI DYNAMICS, INC. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3/A (Rule 13e-100) (Amendment No. 2 - Final Amendment) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 GI DYNAMICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3/A (Rule 13e-100) (Amendment No. 2 - Final Amendment) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 GI DYNAMICS, INC. (Name of the Issuer) GI DYNAMICS, INC. CRYSTAL AMBER FUND LIMITED (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title

FORM 15

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: July 31, 2021 Estimated average burden hours per response 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT O

Certificate of Amendment to the Certificate of Incorporation, to effect the Forward Split.

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GI DYNAMICS, INC. (Pursuant to Section 228 and Section 242 of the General Corporation Law of the State of Delaware) GI Dynamics, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (as amended, the ?DGCL?), does hereby certif

Certificate of Amendment to the Certificate of Incorporation, to effect the Reverse Split.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GI DYNAMICS, INC. (Pursuant to Section 228 and Section 242 of the General Corporation Law of the State of Delaware) GI Dynamics, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the ?DGCL?), does hereby certif

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2021 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Nu

Amendment No. 1 to Schedule 13E-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 GI DYNAMICS, INC. (Name of the Issuer) GI DYNAMICS, INC. CRYSTAL AMBER FUND LIMITED (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) U3762T121 (CUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement GI DYNAMICS, INC. (Name of Registran

Schedule 13E-3

SC 13E3 1 ea142716-sc13e3gidynamics.htm SCHEDULE 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 GI DYNAMICS, INC. (Name of the Issuer) GI DYNAMICS, INC. CRYSTAL AMBER FUND LIMITED (Name of Person(s) Filing Statement) Common Stock, par value $0.01 p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

Information Statement on Schedule 14C (incorporated by reference to Schedule 14C filed by Registrant on June 11, 2021).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)2)) ☐ Definitive Information Statement GI DYNAMICS, INC. (Name of Registrant

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0321gidynamics.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File N

Sixth Amendment and Waiver to Series A Preferred Stock Purchase Agreement, effective as of March 25, 2021, between GI Dynamics and Crystal Amber Fund Limited.

Exhibit 10.1 GI DYNAMICS, INC. SIXTH AMENDMENT AND WAIVER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS SIXTH AMENDMENT AND WAIVER (this ?Amendment?), dated effective as of March 25, 2021, is made to that certain SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated August 10, 2020, as amended on October 31, 2020, on November 30, 2020, on December 22, 2020, on January 29, 2021 and on February 2

Description of Registrant’s Securities.

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of filing of the Annual Report on Form 10-K for the year ended December 31, 2020, GI Dynamics, Inc.?s (the ?Company?) class of common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55195 GI DYNAMICS, I

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2021 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Fifth Amendment and Waiver to Series A Preferred Stock Purchase Agreement, effective as of February 24, 2021, between GI Dynamics and Crystal Amber Fund Limited.

Exhibit 10.1 GI DYNAMICS, INC. FIFTH AMENDMENT AND WAIVER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS FIFTH AMENDMENT AND WAIVER (this ?Amendment?), dated effective as of February 24, 2021, is made to that certain SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated August 10, 2020, as amended on October 31, 2020, on November 30, 2020, on December 22, 2020 and on January 29, 2021 (as so amen

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2021 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

Fourth Amendment to Series A Preferred Stock Purchase Agreement, effective as of January 29, 2021, between GI Dynamics and Crystal Amber Fund Limited.

Exhibit 10.1 GI DYNAMICS, INC. FOURTH AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS FOURTH AMENDMENT (this “Amendment”), dated effective as of January 29, 2021, is made to that certain SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated August 10, 2020, as amended on October 31, 2020, on November 30, 2020 and on December 22, 2020 (as so amended, the “Agreement”), by and between GI D

Retention Bonus Agreement, effective as of December 31, 2020, between GI Dynamics, Inc. and Charles Carter.

Exhibit 10.2 RETENTION BONUS AGREEMENT This Retention Bonus Agreement and Amendment (this “Agreement”) is effective December 31, 2020 (the “Effective Date”) between GI Dynamics, Inc. (the “Company”) and Charles Carter (“Terminated Employee” or “Consultant”). WHEREAS, Terminated Employee occupied a key position with the Company, and in order to ensure the continued effective conduct of the Company’

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Consulting Agreement, effective as of December 31, 2020, between GI Dynamics, Inc. and Charles Carter.

Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (the “Agreement”) is effective the 31st day of December 2020 (the “Effective Date”) by and between Charles R. Carter (the “Consultant”) and GI Dynamics, Inc., 320 Congress Street, Boston, MA 02210 (the “Company”). WHEREAS, GI Dynamics desires to retain Consultant as an independent contractor and Consultant is willing to serve in that capa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Third Amendment to Series A Preferred Stock Purchase Agreement, effective as of December 22, 2020, between GI Dynamics and Crystal Amber Fund Limited.

Exhibit 10.1 GI DYNAMICS, INC. THIRD AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS THIRD AMENDMENT (this “Amendment”), dated effective as of December 22, 2020, is made to that certain SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated August 10, 2020, as amended on October 31, 2020 and on November 30, 2020 (as so amended, the “Agreement”), by and between GI DYNAMICS, INC., a Delawa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Second Amendment to Series A Preferred Stock Purchase Agreement, effective as of November 30, 2020, between GI Dynamics and Crystal Amber Fund Limited.

Exhibit 10.1 GI DYNAMICS, INC. SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS SECOND AMENDMENT (this “Amendment”), dated effective as of November 30, 2020, is made to that certain SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated August 10, 2020, as amended on October 31, 2020 (as so amended, the “Agreement”), by and between GI DYNAMICS, INC., a Delaware corporation (the “Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 ea130116-8kgldynamics.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other

Separation Agreement, between GI Dynamics, Inc. and Scott Schorer.

Exhibit 10.1 PERSONAL AND CONFIDENTIAL November 6, 2020 Mr. Scott Schorer Re: Separation Agreement Dear Scott: This letter affirms the agreement between you (sometimes referred to as “Employee”), on the one hand, and GI Dynamics, Inc. and its subsidiaries (collectively, the “Company”), on the other, regarding the terms of your separation from the Company (hereinafter referred to as the “Agreement”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPO

10-Q 1 f10q0920gidynamics.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

First Amendment to Series A Preferred Stock Purchase Agreement, effective as of October 31, 2020, between GI Dynamics, Inc. and Crystal Amber Fund Limited.

Exhibit 10.1 GI DYNAMICS, INC. FIRST AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT (this “Amendment”), dated effective as of October 31, 2020, is made to that certain SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated August 10, 2020 (the “Agreement”), by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and the investors listed on Exhibit A att

Board Member Agreement, dated as of October 20, 2020, between GI Dynamics, Inc. and Ginger Glaser.

Exhibit 10.2 October 19, 2020 Re: Board Member Agreement Dear Ginger, GI Dynamics, Inc. (the “Company”) is pleased to invite you to serve as a member of the Company’s board of directors (the “Board”). If you accept this invitation, your membership on the Board will commence upon your formal election to the Board, which the Company expects to occur as soon as practicable following your acceptance.

Consulting Agreement, dated as of October 21, 2020, between GI Dynamics, Inc. and Ginger Glaser.

Exhibit 10.3 GI Dynamics, Inc. CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”), dated as of October 21, 2020 (the “Effective Date”), by and between GI Dynamics, Inc., a Delaware corporation (the “Company”), and Ginger Glaser (“Consultant”). 1. Consulting Relationship. During the term of this Agreement, Consultant will provide consulting services to the Company as described on Exh

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

Board Member and Chairperson Agreement, dated as of October 21, 2020, between GI Dynamics, Inc. and Mark D. Lerdal.

Exhibit 10.4 October 20, 2020 Re: Board Member and Chairperson Agreement Dear Mark, GI Dynamics, Inc. (the “Company”) is pleased to confirm the terms of your appointment as a member of the Company’s board of directors (the “Board”) and as Chairperson of the Board. The Company recognizes your reputation and experience in areas that relate to the Company’s business and strategy, and expects that, as

Severance Agreement, effective as of October 8, 2020, between GI Dynamics, Inc. and Joseph Virgilio.

Exhibit 10.2 GI DYNAMICS, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT This Change of Control and Severance Agreement (the “Agreement”) is made and entered into by and between Joseph Virgilio (“Employee”) and GI Dynamics, Inc., a Delaware corporation (the “Company”), effective as of date that Employee commences employment with the Company (the “Effective Date”). RECITALS WHEREAS, the Company may

Employment Agreement, effective as of October 8, 2020, between GI Dynamics, Inc. and Joseph Virgilio.

Exhibit 10.1 Via email October 8, 2020 Joseph Virgilio Dear Joe: On behalf of GI Dynamics, Inc. (the “Company”) I am pleased to offer you employment with the Company on the terms and conditions set forth herein. This offer and your employment are contingent upon completion of a satisfactory background check. In addition, to comply with federal law, the Company requires proof of your eligibility to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

ROFR Agreement, incorporated by reference to Exhibit 10.2 of GI Dynamics, Inc.’s Current Report on Form 8-K filed with the SEC on September 10, 2020.

Exhibit 10.2 GI DYNAMICS, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Agreement Among the Company, the Investors and the Key Holders 3 2.1 Right of First Refusal 3 2.2 Right of Co-Sale 5 2.3 Effect of Failure to Comply 7 3. Exempt Transfers 7 3.1 Exempted Transfers 7 3.2 Exempted Offerings 8 3.3 Prohibited Transferees 8 4. Legend 8 5. Lock-Up 9 5.1

Exchange Note, incorporated by reference to Exhibit 4.1 of GI Dynamics, Inc.’s Current Report on Form 8-K filed with the SEC on September 10, 2020.

Exhibit 4.1 THIS UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTR

Restated Bylaws, incorporated by reference to Exhibit 3.2 of GI Dynamics, Inc.’s Current Report on Form 8-K filed with the SEC on September 10, 2020.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF GI DYNAMICS, INC. Amended and Restated: September 4, 2020 TABLE OF CONTENTS Page Article I — MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders’ Meetings 2 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Witho

Voting Agreement, incorporated by reference to Exhibit 10.1 of GI Dynamics, Inc.’s Current Report on Form 8-K filed with the SEC on September 10, 2020.

Exhibit 10.1 GI DYNAMICS, INC. VOTING AGREEMENT TABLE OF CONTENTS Page 1. Voting Provisions Regarding the Board 1 1.1 Size of the Board 1 1.2 Board Composition 1 1.3 Failure to Designate a Board Member 2 1.4 Removal of Board Members 2 1.5 No Liability for Election of Recommended Directors 3 1.6 No “Bad Actor” Designees 3 2. Vote to Increase Authorized Common Stock 3 3. Drag-Along Right 4 3.1 Defin

Restated Certificate, incorporated by reference to Exhibit 3.1 of GI Dynamics, Inc.’s Current Report on Form 8-K filed with the SEC on September 10, 2020.

Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GI DYNAMICS, INC. SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GI DYNAMICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) GI Dynamics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State o

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

2020 Employee, Director and Consultant Equity Incentive Plan, incorporated by reference to Exhibit 10.5 of GI Dynamics, Inc.’s Current Report on Form 8-K filed with the SEC on September 10, 2020.

Exhibit 10.5 GI DYNAMICS, INC. 2020 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this GI Dynamics, Inc. 2020 Employee, Director and Consultant Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to

Note Exchange and Warrant Cancellation Agreement.

Exhibit 10.4 GI Dynamics, Inc. Note Exchange and Warrant Cancellation Agreement GI Dynamics, Inc. Note Exchange and Warrant Cancellation Agreement This Note Exchange and Warrant Cancellation Agreement (this “Agreement”) is made as of the 4th day of September, 2020 (the “Effective Date”), between GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Holder”

Investor Rights Agreement, incorporated by reference to Exhibit 10.3 of GI Dynamics, Inc.’s Current Report on Form 8-K filed with the SEC on September 10, 2020.

Exhibit 10.3 GI DYNAMICS, INC. INVESTORS’ RIGHTS AGREEMENT TABLE OF CONTENTS 1. Definitions 1 2. Registration Rights 4 2.1 Demand Registration 4 2.2 Company Registration 5 2.3 Underwriting Requirements 6 2.4 Obligations of the Company 7 2.5 Furnish Information 9 2.6 Expenses of Registration 9 2.7 Delay of Registration 9 2.8 Indemnification 9 2.9 Reports Under Exchange Act 12 2.10 Limitations on Su

Form of Indemnification Agreement, incorporated by reference to Exhibit 10.6 of GI Dynamics, Inc.’s Current Report on Form 8-K filed with the SEC on September 10, 2020.

Exhibit 10.6 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between GI Dynamics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as officers and directors or in other capacities unless they are provided with adequa

GI Dynamics Completes Initial Closing of a $10 Million Series A Preferred Stock Financing from Crystal Amber

Exhibit 99.1 Boston, United States September 10, 2020 Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] GI Dynamics Completes Initial Closing of a $10 Million Series A Preferred Stock Financing from Crystal Amber BOSTON — September 10, 2020 — GI Dynamics® Inc. (‘GI Dynamics” or the “Company”), a medical device company that is developing Endo

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Unsecured Convertible Promissory Note, dated August 4, 2020, between GI Dynamics, Inc. and Crystal Amber Fund Limited.

Exhibit 10.2 THIS UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGIST

Series A Preferred Stock Purchase Agreement, dated August 10, 2020, between GI Dynamics, Inc. and the Purchasers listed on Exhibit A attached thereto, incorporated by reference to Exhibit 10.3 of GI Dynamics, Inc.’s Current Report on Form 8-K filed with the SEC on August 10, 2020.

Exhibit 10.3 GI DYNAMICS, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT* * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request. TABLE OF CONTENTS Page 1. Purchase and Sale of Preferred Stock 1 1.1 Sale and Issuance of Preferred Stock 1 1.2 Closing; Delivery. 1 1.3 Sale of Add

- PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

Unsecured Convertible Promissory Note, dated August 4, 2020, between GI Dynamics, Inc. and Crystal Amber Fund Limited.

Exhibit 10.2 THIS UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGIST

- CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File N

Convertible Note Purchase Agreement, dated as of August 4, 2020, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited.

Exhibit 10.1 GI Dynamics, Inc. Convertible Note Purchase Agreement GI Dynamics, Inc. Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”) is made as of the 4th day of August, 2020 (the “Effective Date”) among GI Dynamics, Inc., a Delaware corporation (the “Company”), and the persons and entities (each individually, a “Purchaser,” and collectively, the “Pu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File N

Series A Preferred Stock Purchase Agreement, dated August 10, 2020, between GI Dynamics, Inc. and the Purchasers listed on Exhibit A attached thereto.

Exhibit 10.3 GI DYNAMICS, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT* * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request. TABLE OF CONTENTS Page 1. Purchase and Sale of Preferred Stock 1 1.1 Sale and Issuance of Preferred Stock 1 1.2 Closing; Delivery. 1 1.3 Sale of Add

Convertible Note Purchase Agreement, dated as of August 4, 2020, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited.

Exhibit 10.1 GI Dynamics, Inc. Convertible Note Purchase Agreement GI Dynamics, Inc. Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”) is made as of the 4th day of August, 2020 (the “Effective Date”) among GI Dynamics, Inc., a Delaware corporation (the “Company”), and the persons and entities (each individually, a “Purchaser,” and collectively, the “Pu

Tenth Amendment to Note Purchase Agreement, dated June 15, 2017, between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, dated June 29, 2020.

Exhibit 10.9 GI DYNAMICS, INC. TENTH AMENDMENT TO NOTE PURCHASE AGREEMENT THIS TENTH AMENDMENT (the “Amendment”), dated effective as of June 29, 2020, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019, April

Ninth Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited, dated June 15, 2020.

Exhibit 10.6 NINTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Ninth Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of June 15, 2020. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Conve

GI DYNAMICS, INC. EIGHTH AMENDMENT TO NOTE PURCHASE AGREEMENT

Exhibit 10.3 GI DYNAMICS, INC. EIGHTH AMENDMENT TO NOTE PURCHASE AGREEMENT THIS EIGHTH AMENDMENT (the “Amendment”), dated effective as of May 15, 2020, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019, April

Eighth Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited, dated May 15, 2020.

Exhibit 10.4 EIGHTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Eighth Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of May 15, 2020. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Conv

Tenth Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited, dated June 29, 2020.

Exhibit 10.10 TENTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Tenth Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of June 29, 2020. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Conv

Ninth Amendment to Note Purchase Agreement, dated June 15, 2017, between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, dated June 15, 2020.

Exhibit 10.5 GI DYNAMICS, INC. NINTH AMENDMENT TO NOTE PURCHASE AGREEMENT THIS NINTH AMENDMENT (the “Amendment”), dated effective as of June 15, 2020, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019, April

Seventh Amendment to Note Purchase Agreement, dated June 15, 2017, between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, dated May 1, 2020.

Exhibit 10.1 GI DYNAMICS, INC. SEVENTH AMENDMENT TO NOTE PURCHASE AGREEMENT THIS SEVENTH AMENDMENT (the “Amendment”), dated effective as of May 1, 2020, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019, Apri

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55195 GI DYNAMIC

Seventh Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited, dated May 1, 2020.

Exhibit 10.2 SEVENTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Seventh Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of May 1, 2020. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Con

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Nu

Retention Bonus Agreement and Amendment, dated as of July 23, 2020, by and between GI Dynamics, Inc. and Scott Schorer.

Exhibit 10.2 RETENTION BONUS AGREEMENT AND AMENDMENT This Retention Bonus Agreement and Amendment (this “Agreement”) is made and entered into on July 23, 2020 (the “Effective Date”) between GI Dynamics, Inc. (the “Company”) and Scott Schorer (“Employee”). WHEREAS, Employee occupies a key position with the Company, and in order to ensure the continued effective conduct of the Company’s business, th

Right to Shares and Waiver Agreement, dated as of July 24, 2020, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited

Exhibit 10.1 RIGHT TO SHARES AND WAIVER AGREEMENT This RIGHT TO SHARES AND WAIVER AGREEMENT, dated as of July 24, 2020 (this “Agreement”) constitutes an agreement between GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Holder”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Note (as defined below

Non – Binding Term Sheet for US$10 Million Proposed Financing and Planned Restructuring of Board of Directors

Exhibit 99.1 Boston, United States Sydney, Australia 20 July 2020 AEST Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Non – Binding Term Sheet for US$10 Million Proposed Financing and Planned Restructuring of Board of Directors BOSTON and SYDNEY — 20 July 2020 — GI Dynamics® Inc. (ASX:GID) (‘GI Dynamics” or the “Company”), a medical devic

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Nu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Nu

Further Extension of Maturity Date of June 2017 Note and Financing Update

Exhibit 99.1 Boston, United States Sydney, Australia 1 July 2020 AEST Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Further Extension of Maturity Date of June 2017 Note and Financing Update BOSTON and SYDNEY — 1 July 2020 — GI Dynamics® Inc. (ASX:G

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Nu

Stockholders Approve Delisting from the Official List

Exhibit 99.1 Boston, United States Sydney, Australia 22 June 2020 AEST Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Stockholders Approve Delisting from the Official List BOSTON and SYDNEY — 22 June 2020 — GI Dynamics® Inc. (ASX:GID) (“GID” or the

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Convertible Note Purchase Agreement, dated June 18, 2020, between the Company and Crystal Amber Fund Limited.

Exhibit 10.1 GI Dynamics, Inc. Convertible Note Purchase Agreement GI Dynamics, Inc. Convertible Note Purchase Agreement This Convertible Note Purchase Agreement (this “Agreement”) is made as of the 18th day of June, 2020 (the “Effective Date”) among GI Dynamics, Inc., a Delaware corporation (the “Company”), and the persons and entities (each individually, a “Purchaser,” and collectively, the “Pur

Placement of $750,000 Unsecured Convertible Promissory Note Update on Potential Financing and Special Meeting

Exhibit 99.1 Boston, United States Sydney, Australia 19 June 2020 AEST Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Placement of $750,000 Unsecured Convertible Promissory Note Update on Potential Financing and Special Meeting BOSTON and SYDNEY — 1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Nu

Exhibit 10.2

Exhibit 10.2 THIS UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGIST

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Nu

Further Extension of Maturity Date of June 2017 Note Fundraising Update

Exhibit 99.1 Boston, United States Sydney, Australia 17 June 2020 AEST Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Further Extension of Maturity Date of June 2017 Note Fundraising Update BOSTON and SYDNEY — 17 June 2020 — GI Dynamics® Inc. (ASX:G

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Nu

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Further Postponement of Special Meeting of Stockholders

Exhibit 99.1 Boston, United States Sydney, Australia 15 June 2020 AEST Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Further Postponement of Special Meeting of Stockholders BOSTON and SYDNEY — 15 June 2020 — GI Dynamics® Inc. (ASX:GID) (“GID” or th

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Num

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Postponement of Special Meeting of Stockholders

Exhibit 99.1 Boston, United States Sydney, Australia 5 June 2020 AEST Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Postponement of Special Meeting of Stockholders BOSTON and SYDNEY — 5 June 2020 — GI Dynamics® Inc. (ASX:GID) (“GID” or the “Company

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Further Extension of Maturity Date of June 2017 Note

Exhibit 99.1 Boston, United States Sydney, Australia 18 May 2020 AEST Further Extension of Maturity Date of June 2017 Note BOSTON and SYDNEY — 18 May 2020 — GI Dynamics® Inc. (ASX:GID) (“Company”), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, provides the following update regarding the extension of the maturity date of the Senior Secured C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Num

Presentation of the Company issued on May 13, 2020 (furnished herewith).

EX-99.1 2 ea1218368kex991.htm PRESENTATION OF THE COMPANY ISSUED ON MAY 13, 2020 Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Num

Promissory Note, dated May 1, 2020

Exhibit 4.1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Num

- PRELIMINARY REVISED PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55195 GI DYNAMI

Sixth Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited, dated March 31, 2020.

Exhibit 10.4 SIXTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Sixth Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of March 31, 2020. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Conv

Sixth Amendment to Note Purchase Agreement, dated June 15, 2017, between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, dated March 31, 2020.

Exhibit 10.3 GI DYNAMICS, INC. SIXTH AMENDMENT TO NOTE PURCHASE AGREEMENT THIS SIXTH AMENDMENT (the “Amendment”), dated effective as of March 31, 2020, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019, April

Extension of Maturity Date of 2017 Note and Operational Update

Exhibit 99.1 Extension of Maturity Date of 2017 Note and Operational Update Boston, United States Sydney, Australia 4 May 2020 AEST BOSTON and SYDNEY — 4 May 2020 — GI Dynamics® Inc. (ASX:GID) (“GID” or the “Company”), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, provides the following update regarding its operations and financing. Extensi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File Numb

Annual Report - AMENDMENT NO. 1 TO FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File N

GI Dynamics Announces Change to Board of Directors

Exhibit 99.1 GI Dynamics Announces Change to Board of Directors Boston, United States Sydney, Australia 30 March 2020 AEDT BOSTON and SYDNEY — 30 March 2020 — GI Dynamics® Inc. (ASX:GID), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, announces today that Timothy Barberich resigned as a non-executive director of its Board of Directors (the B

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File N

Lease Agreement, dated April 22, 2019, between GI Dynamics, Inc. and Congress Plaza, LLC.

Exhibit 10.35

Membership Agreement, dated July 19, 2018, between GI Dynamics, Inc. and WeWork 745 Atlantic, LLC.

Exhibit 10.32

GID / GI DYNAMICS, INC. 10-K - Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55195 GI DYNAMICS, I

Membership Agreement, dated August 28, 2018, between GI Dynamics, Inc. and WeWork 745 Atlantic, LLC.

Exhibit 10.33

Description of Registrant’s Securities.

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of filing of the Annual Report on Form 10-K for the year ended December 31, 2019, GI Dynamics, Inc.’s (the “Company”) class of common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following

Membership Agreement, dated August 28, 2018, between GI Dynamics, Inc. and 77 Sleeper Street Tenant LLC.

Exhibit 10.34

Lodgement of Draft Notice of Special Meeting with ASX and SEC Engagement of Financial Advisor

Exhibit 99.1 Boston, United States Sydney, Australia 23 March 2020 AEDT Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Lodgement of Draft Notice of Special Meeting with ASX and SEC and Engagement of Financial Advisor BOSTON and SYDNEY — 23 March 202

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File N

Press Release of GI Dynamics, Inc. dated March 23, 2020 (Australian Eastern Daylight Time)

Exhibit 99.1 Boston, United States Sydney, Australia 23 March 2020 AEDT Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Lodgement of Draft Notice of Special Meeting with ASX and SEC and Engagement of Financial Advisor BOSTON and SYDNEY — 23 March 202

GID / GI DYNAMICS, INC. DEFA14A - - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File N

GID / GI DYNAMICS, INC. PRE 14A - - PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Board Member Agreement by and between GI Dynamics, Inc. and Praveen Tyle, incorporated by reference to Exhibit 10.2 of GI Dynamics, Inc.’s Current Report on Form 8-K, filed with the SEC on March 3, 2020.

Exhibit 10.2 Friday, February 21, 2020 Re: Board Member Agreement Praveen Tyle Dear Praveen, GI Dynamics, Inc. (the “Company”) is pleased to invite you to serve as a member of the Company’s board of directors (the “Board”). If you accept this invitation, your membership on the Board will commence upon your formal election to the Board, which the Company expects to occur as soon as practicable foll

Appointment of Director

Exhibit 99.1 Boston, United States Sydney, Australia 2 March 2020 AEDT Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Appointment of Director BOSTON and SYDNEY — 2 March 2020 — GI Dynamics® Inc. (ASX:GID), a medical device company that is developing

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2020 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

Confirmation of Funding of 2019 Note and Issuance of Warrants

Exhibit 99.1 Boston, United States Sydney, Australia 14 January 2020 AEDT Confirmation of Funding of 2019 Note and Issuance of Warrants BOSTON and SYDNEY — 14 January 2020 — GI Dynamics® Inc. (ASX:GID), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, is pleased to announce that further to its announcements of 22 August 2019, 6 December 2019,

Certificate of Amendment to Amended and Restated Certificate of Incorporation of GI Dynamics, Inc., incorporated by reference to Exhibit 3.1 of GI Dynamics, Inc.’s Current Report on Form 8-K, filed with the SEC on December 20, 2019.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF GI DYNAMICS, INC. It is hereby certified that: 1. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 24, 2003. A Restated Certificate of Incorporation was filed on September 1, 2011. A Certificate of Amendment of Restated Certificate of Incorpora

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Results of Adjourned Special Meeting

Exhibit 99.1 Boston, United States Sydney, Australia 20 December 2019 AEDT Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Results of Adjourned Special Meeting BOSTON and SYDNEY — 20 December 2019 — GI Dynamics® Inc. (ASX:GID), a medical device compa

Results of Special Meeting

Exhibit 99.1 Boston, United States Sydney, Australia 17 December 2019 AEDT Chief Financial Officer / Secretary United States: Charles Carter +1 (781) 357-3263 [email protected] Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] Results of Special Meeting BOSTON and SYDNEY — 17 December 2019 — GI Dynamics® Inc. (ASX:GID), a medical device company that is

GID / GI DYNAMICS, INC. DEFA14A - - DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Presentation of the Company issued on December 10, 2019 (furnished herewith).

Exhibit 99.1

Letter, dated December 6, 2019, from MFA to the SEC, incorporated by reference to Exhibit 16.1 of GI Dynamics, Inc.’s Current Report on Form 8-K, filed with the SEC on December 6, 2019.

Exhibit 16.1 December 6, 2019 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for GI Dynamics, Inc. (the “Company”) and, under the date of March 12, 2019, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2018 and 2017. On December 5, 2019, we were dismissed. We hav

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

GID / GI DYNAMICS, INC. DEFA14A - - FORM DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

GID / GI DYNAMICS, INC. DEF 14A - - DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

GID / GI DYNAMICS, INC. PRER14A - - PRELIMINARY REVISED PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

Appointment of an Observer to the Board of Directors Representing Crystal Amber

Exhibit 99.1 Boston, United States Sydney, Australia 20 November 2019 AEDT Appointment of an Observer to the Board of Directors Representing Crystal Amber BOSTON and SYDNEY — 20 November 2019 — GI Dynamics® Inc. (ASX:GID) (Company or GI Dynamics), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, is pleased to announce that on November 20, 2019

Board Observer Agreement, dated as of November 18, 2019, between the Company and Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.1 of GI Dynamics, Inc.’s Current Report on Form 8-K, filed with the SEC on November 19, 2019.

Exhibit 10.1 GI DYNAMICS, INC. 320 CONGRESS STREET, Floor 3 BOSTON, MASSACHUSETTS 02210 November 18, 2019 VIA ELECTRONIC MAIL Crystal Amber Fund Limited [] Re: Board Observer Rights Ladies and Gentlemen: This letter agreement (this “Agreement”) will confirm the agreement between GI Dynamics, Inc., a Delaware corporation (the “Company”) and Crystal Amber Fund Limited (the “Shareholder”), regarding

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Exercise of Tranche 4 Warrants by Crystal Amber and Appendix 3B

Exhibit 99.1 Boston, United States Sydney, Australia 18 November 2019 AEDT Exercise of Tranche 4 Warrants by Crystal Amber and Appendix 3B BOSTON and SYDNEY — 18 November 2019 — GI Dynamics® Inc. (ASX:GID) (Company or GI Dynamics), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, is pleased to announce that further to the announcements made by

Senior Unsecured Convertible Promissory Note, dated August 21, 2019, between GI Dynamics, Inc. and Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.4 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2019.

Exhibit 10.4 THIS UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGIST

Fifth Amendment to Note Purchase Agreement, dated June 15, 2017, between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, dated August 21, 2019, incorporated by reference to Exhibit 10.1 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2019.

Exhibit 10.1 GI DYNAMICS, INC. FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT THIS FIFTH AMENDMENT (the “Amendment”), dated effective as of August 21, 2019, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”), as amended on December 31, 2018, March 29, 2019, Apri

Securities Purchase Agreement, dated August 21, 2019, between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, incorporated by reference to Exhibit 10.3 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2019.

Exhibit 10.3 GI Dynamics, Inc. Securities Purchase Agreement GI Dynamics, Inc. Securities Purchase Agreement This Securities Purchase Agreement (this “Agreement”) is made as of the 21st day of August, 2019 (the “Effective Date”) by and between GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Purchaser”). Capitalized terms used herein and not otherwise

Form of Warrant to Purchase up to 229,844,650 CHESS Depositary Interests of GI Dynamics, Inc., between GI Dynamics, Inc. and Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.5 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2019.

Exhibit 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO

Fifth Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited, dated August 21, 2019, incorporated by reference to Exhibit 10.2 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2019.

Exhibit 10.2 FIFTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Fifth Amendment to Senior Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the “Payor”), and CRYSTAL AMBER FUND LIMITED (the “Holder”) is effective as of August 21, 2019. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Con

GID / GI DYNAMICS, INC. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55195 GI DY

GID / GI DYNAMICS, INC. PRE 14A - - PRELIMINARY PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

Thank you.

EXHIBIT 99.2 EndoBarrier® Update Fall 2019 Newsletter To the clinicians who have worked so hard to support EndoBarrier® and who have been so patient with us, I want to say how much we appreciate your efforts over the last few years. We would not be in the positive position we are in now without your constant support and continued progress on your clinical trials, registry, and publication efforts.

Exercise of Tranche 2 Warrants by Crystal Amber and Appendix 3B

EXHIBIT 99.1 Exercise of Tranche 2 Warrants by Crystal Amber and Appendix 3B BOSTON and SYDNEY — 4 October 2019 — GI Dynamics® Inc. (ASX:GID) (Company or GI Dynamics), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, is pleased to announce that further to the announcements made by the Company on 22 August 2019 and 29 August 2019 with respect t

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commissio

Offer Letter Agreement, dated September 19, 2019, by and between Charles Carter and the Company, incorporated by reference to Exhibit 10.2 of GI Dynamics, Inc.’s Current Report on Form 8-K, filed with the SEC on September 20, 2019.

EX-10.2 Exhibit 10.2 September 19, 2019 Charles R. Carter [Address] Re: Offer Letter Agreement Dear Charles: On behalf of GI Dynamics, Inc. (the “Company”) I am pleased to offer you employment with the Company on the terms and conditions set forth below. 1. Start Date; Term. Your full-time employment will commence on September 16, 2019 and will continue until terminated by either party in accordan

Amended and Restated Offer Letter Agreement, dated September 19, 2019, by and between Scott Schorer and the Company, incorporated by reference to Exhibit 10.1 of GI Dynamics, Inc.’s Current Report on Form 8-K, filed with the SEC on September 20, 2019.

EX-10.1 Exhibit 10.1 September 19, 2019 Scott Schorer [Address] Re: Amended and Restated Offer Letter Agreement Dear Scott: The purpose of this document (the “Amended and Restated Offer Letter Agreement”) is to amend and restate the offer letter agreement entered into on March 23, 2016, and later amended on January 30, 2017, between you and GI Dynamics, Inc. (the “Company”), in order to reflect ne

Important Notice EndoBarrier is not approved for sale and is limited by federal law to investigational use only; Property of GI Dynamics, Inc. Currency References Financial amounts in this presentation are expressed in U.S. Dollars, except where spec

EX-99.1 Corporate Presentation Q3 2019 Exhibit 99.1 Important Notice EndoBarrier is not approved for sale and is limited by federal law to investigational use only; Property of GI Dynamics, Inc. Currency References Financial amounts in this presentation are expressed in U.S. Dollars, except where specifically noted. Forward-Looking Statements This presentation may contain forward-looking statement

GI Dynamics Announces up to ~US$10 Million Financing with Crystal Amber Defers Potential ASX Delisting Extends Maturity Date of 2017 Convertible Note and General Corporate Update

EX-99.1 Exhibit 99.1 Boston, United States Sydney, Australia 22 August 2019 AEST Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] GI Dynamics Announces up to ~US$10 Million Financing with Crystal Amber Defers Potential ASX Delisting Extends Maturity Date of 2017 Convertible Note and General Corporate Update BOSTON and SYDNEY — 22 August 2019 — GI Dynamics®

Important Notice 22 AUG 2019 Property of GI Dynamics, Inc. Currency References Financial amounts in this presentation are expressed in U.S. Dollars, except where specifically noted. Forward-Looking Statements This announcement may contain forward-loo

EX-99.2 Corporate Update 22 AUG 2019 Exhibit 99.2 Important Notice 22 AUG 2019 Property of GI Dynamics, Inc. Currency References Financial amounts in this presentation are expressed in U.S. Dollars, except where specifically noted. Forward-Looking Statements This announcement may contain forward-looking statements. These statements are based on GI Dynamics management’s current estimates and expect

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission F

GID / GI DYNAMICS, INC. NT 10-Q - - NT 10-Q

NT 10-Q 1 d791131dnt10q.htm NT 10-Q OMB APPROVAL OMB Number: 3235- Expires: February 28, 2022 Estimated average burden hours per response SEC FILE NUMBER CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June

Fourth Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited, dated June 30, 2019, incorporated by reference to Exhibit 10.8 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2019.

Exhibit 10.8 FOURTH AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Fourth Amendment to Senior Secured Promissory Note by and among GI Dynamics, Inc., a Delaware corporation (the “Payor”) and Crystal Amber Fund Limited (the “Holder”) is effective as of June 30, 2019. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Conv

Third Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, between GI Dynamics, Inc. and Crystal Amber Fund Limited, dated April 30, 2019, incorporated by reference to Exhibit 10.2 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2019.

Exhibit 10.2 87246570v.2 THIRD AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Third Amendment to Senior Secured Promissory Note by and among GI Dynamics, Inc., a Delaware corporation (the “Payor”) and Crystal Amber Fund Limited (the “Holder”) is effective as of April 30, 2019. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior S

Warrant to Purchase 78,984,823 CHESS Depositary Interests of GI Dynamics, Inc., dated June 30, 2019, between GI Dynamics, Inc. and Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.5 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2019.

Exhibit 10.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO

Warrant to Purchase up to 236,220,472 CHESS Depositary Interests of GI Dynamics, Inc., dated June 30, 2019, between GI Dynamics, Inc. and Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.6 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2019.

EXHIBIT 10.6 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO

Fourth Amendment to Note Purchase Agreement, dated June 15, 2017, between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, dated June 30, 2019, incorporated by reference to Exhibit 10.7 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2019.

Exhibit 10.7 GI Dynamics, INC. FOURTH AMENDMENT TO NOTE PURCHASE AGREEMENT THIS FOURTH AMENDMENT (the “Amendment”), dated effective as of June 30, 2019, is made to that certain Note Purchase Agreement, dated June 15, 2017, by and between GI Dynamics, Inc., a Delaware corporation (the “Company”) and Crystal Amber Fund Limited (the “Purchaser”), as amended on December 31, 2018, March 29, 2019 and Ap

Note and Warrant Purchase Agreement, dated May 8, 2019, between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, incorporated by reference to Exhibit 10.3 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2019.

Exhibit 10.3 GI Dynamics, Inc. Note and Warrant Purchase Agreement This Note and Warrant Purchase Agreement (this “Agreement”) is made as of the 8th day of May, 2019 (the “Effective Date”) by and among GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respective

GID / GI DYNAMICS, INC. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

Third Amendment to Note Purchase Agreement, dated June 15, 2017, between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, dated April 30, 2019, incorporated by reference to Exhibit 10.1 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2019.

Exhibit 10.1 GI DYNAMICS, INC. THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT THIS THIRD AMENDMENT (the “Amendment”), dated effective as of April 30, 2019, is made to that certain Note Purchase Agreement, dated June 15, 2017, by and between GI Dynamics, Inc., a Delaware corporation (the “Company”) and Crystal Amber Fund Limited (the “Purchaser”), as amended on December 31, 2018 and March 29, 2019 (col

Senior Unsecured Convertible Promissory Note, dated May 8, 2019, between GI Dynamics, Inc. and Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.4 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2019.

EXHIBIT 10.4 THIS SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO

Issue of Warrants and Notice of Conversion of Convertible Notes Boston, United States Sydney, Australia 1 July 2019 AEST BOSTON and SYDNEY – 1 July 2019 – GI Dynamics® Inc. (ASX: GID) (the Company) a medical device company that is developing EndoBarr

EX-99.1 Exhibit 99.1 Issue of Warrants and Notice of Conversion of Convertible Notes Boston, United States Sydney, Australia 1 July 2019 AEST BOSTON and SYDNEY – 1 July 2019 – GI Dynamics® Inc. (ASX: GID) (the Company) a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity confirms that, following the holding of its 2019 Annual Meeting of Stockholder

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

Confirmation of Conversion of 3 of 4 Convertible Notes by Crystal Amber Boston, United States Sydney, Australia 2 July 2019 AEST BOSTON and SYDNEY – 2 July 2019 – GI Dynamics® Inc. (ASX: GID) (the Company), a medical device company that is developing

EX-99.2 Exhibit 99.2 Confirmation of Conversion of 3 of 4 Convertible Notes by Crystal Amber Boston, United States Sydney, Australia 2 July 2019 AEST BOSTON and SYDNEY – 2 July 2019 – GI Dynamics® Inc. (ASX: GID) (the Company), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity confirms that, following the Company’s announcement on 1 July 2019, i

GI DYNAMICS INC ANNUAL MEETING PROXY SNAPSHOT SUNDAY 30 JUNE 2019 Proxies at 28/06/2019 15:34 For Open Against Total Valid Available Votes As a % of Issued Capital Abstain1 Resolution 1 Votes 16,003,676 0 3,781 16,007,457 83.04 % 60 ELECTION OF ONE C

EX-99.1 Exhibit 99.1 Results of 2019 Annual Meeting of Stockholders Boston, United States Sydney, Australia 1 July 2019 AEST BOSTON and SYDNEY – 1 July 2019 – GI Dynamics® Inc. (ASX: GID) (the Company) held its Annual Meeting of Stockholders on 30 June 2019 and in accordance with ASX Listing Rule 3.13.2, is pleased to announce that each of the resolutions put to stockholders as set forth in the Pr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

GI Dynamics Announces Extension of Maturity Date of US $5M Convertible Note with Crystal Amber

EX-99.1 Exhibit 99.1 Boston, United States Sydney, Australia 1 July 2019 AEST Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] GI Dynamics Announces Extension of Maturity Date of US $5M Convertible Note with Crystal Amber BOSTON and SYDNEY – 1 July 2019 – GI Dynamics® Inc. (ASX:GID), a medical device company that is developing EndoBarrier® for patients wit

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

Shareholder Director Nominations

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fil

GID / GI DYNAMICS, INC. DEF 14A - - DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

GID / GI DYNAMICS, INC. PRER14A - - PRER14A

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

GID / GI DYNAMICS, INC. PRE 14A - - PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Important Notice Q2 2019 Property of GI Dynamics, Inc. Currency References Financial amounts in this presentation are expressed in U.S. Dollars, except where specifically noted. Forward-Looking Statements This presentation may contain forward-looking

EX-99.1 Investor Presentation Q2 2019 Exhibit 99.1 Important Notice Q2 2019 Property of GI Dynamics, Inc. Currency References Financial amounts in this presentation are expressed in U.S. Dollars, except where specifically noted. Forward-Looking Statements This presentation may contain forward-looking statements. These statements are based on GI Dynamics management’s current estimates and expectati

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

Senior Unsecured Convertible Promissory Note, dated March 15, 2019, issued by the Company to Crystal Amber Fund Limited.

Exhibit 10.2 THIS SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO

Second Amendment to Note Purchase Agreement, dated June 15, 2017, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, dated March 29, 2019.

Exhibit 10.3 87739593v.1GI Dynamics, INC. SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT THIS SECOND AMENDMENT (the “Amendment”), dated effective as of March 29, 2019, is made to that certain Note Purchase Agreement, dated June 15, 2017, by and between GI Dynamics, Inc., a Delaware corporation (the “Company”) and Crystal Amber Fund Limited (the “Purchaser”), as amended on December 31, 2018 (collectiv

Second Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, by and between GI Dynamics, Inc., as payor, and Crystal Amber Fund Limited, as holder, dated March 29, 2019.

Exhibit 10.4 SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Second Amendment to Senior Secured Promissory Note by and among GI Dynamics, Inc., a Delaware corporation (the “Payor”) and Crystal Amber Fund Limited (the “Holder”) is effective as of March 29, 2019. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senior Secured Con

Note and Warrant Purchase Agreement, dated March 15, 2019, between the Company and Crystal Amber Fund Limited.

Exhibit 10.1 GI Dynamics, Inc. Note and Warrant Purchase Agreement This Note and Warrant Purchase Agreement (this “Agreement”) is made as of the 15th day of March, 2019 (the “Effective Date”) by and among GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respecti

GID / GI DYNAMICS, INC. 10-Q/A Quarterly Report 10-Q/A

Table of Contents 191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GID / GI DYNAMICS, INC. NT 10-Q NT 10-Q

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Repo

Note and Warrant Purchase Agreement, dated March 15, 2019, between the Company and Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.1 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on May 16, 2019.

Exhibit 10.1 GI Dynamics, Inc. Note and Warrant Purchase Agreement This Note and Warrant Purchase Agreement (this “Agreement”) is made as of the 15th day of March, 2019 (the “Effective Date”) by and among GI Dynamics, Inc., a Delaware corporation (the “Company”), and Crystal Amber Fund Limited (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the respecti

GID / GI DYNAMICS, INC. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000

Second Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, by and between GI Dynamics, Inc., as payor, and Crystal Amber Fund Limited, as holder, dated March 29, 2019, incorporated by reference to Exhibit 10.4 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on May 16, 2019.

EX-10.4 5 gidyl-ex10449.htm EX-10.4 Exhibit 10.4 SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This Second Amendment to Senior Secured Promissory Note by and among GI Dynamics, Inc., a Delaware corporation (the “Payor”) and Crystal Amber Fund Limited (the “Holder”) is effective as of March 29, 2019. Capitalized terms used but not defined herein have the definitions ascribed theret

Second Amendment to Note Purchase Agreement, dated June 15, 2017, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, dated March 29, 2019, incorporated by reference to Exhibit 10.3 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on May 16, 2019.

Exhibit 10.3 87739593v.1GI Dynamics, INC. SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT THIS SECOND AMENDMENT (the “Amendment”), dated effective as of March 29, 2019, is made to that certain Note Purchase Agreement, dated June 15, 2017, by and between GI Dynamics, Inc., a Delaware corporation (the “Company”) and Crystal Amber Fund Limited (the “Purchaser”), as amended on December 31, 2018 (collectiv

Senior Unsecured Convertible Promissory Note, dated March 15, 2019, issued by the Company to Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.2 of GI Dynamics, Inc.’s Quarterly Report on Form 10-Q, filed with the SEC on May 16, 2019.

Exhibit 10.2 THIS SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission File

GI Dynamics Announces US $3M Convertible Note and Warrant Financing from Crystal Amber Fund Limited

EX-99.1 Exhibit 99.1 Boston, United States Sydney, Australia 9 May 2019 AEST GI Dynamics Announces US $3M Convertible Note and Warrant Financing from Crystal Amber Fund Limited BOSTON and SYDNEY — 9 May 2019 — GI Dynamics® Inc. (ASX:GID) (Company or GI Dynamics), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, is pleased to announce that it h

###

EX-99.1 Exhibit 99.1 GI Dynamics Announces Extension of Maturity Date of Boston, United States US $5M Convertible Note with Crystal Amber Sydney, Australia 1 May 2019 AEST BOSTON and SYDNEY – 1 May 2019 – GI Dynamics® Inc. (ASX:GID), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, is pleased to announce that it has reached an agreement with C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commissi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fi

GI Dynamics Announces Extension of the Maturity Date of US $5M Convertible Note with Crystal Amber

EX-99.1 Exhibit 99.1 GI Dynamics Announces Extension of the Maturity Date of US $5M Convertible Note with Crystal Amber Boston, United States Sydney, Australia 31 March 2019 AEDT BOSTON and SYDNEY – 31 March 2019 – GI Dynamics® Inc. (ASX:GID), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, is pleased to announce that it has reached an agreem

Boston, United States GI Dynamics Announces US $1M Convertible Note Sydney, Australia and Warrant Financing from Crystal Amber Fund Limited 18 March 2019 AEDT BOSTON and SYDNEY — 18 March 2019 — GI Dynamics® Inc. (ASX:GID) (Company or GI Dynamics), a

EX-99.1 Exhibit 99.1 Boston, United States GI Dynamics Announces US $1M Convertible Note Sydney, Australia and Warrant Financing from Crystal Amber Fund Limited 18 March 2019 AEDT BOSTON and SYDNEY — 18 March 2019 — GI Dynamics® Inc. (ASX:GID) (Company or GI Dynamics), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, is pleased to announce tha

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2019 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fi

GID / GI DYNAMICS, INC. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55195 GI DYNAMICS, I

First Amendment to Note Purchase Agreement, dated June 15, 2017, by and between GI Dynamics, Inc. and Crystal Amber Fund Limited, as purchaser, dated December 31, 2018, incorporated by reference to Exhibit 10.13 of GI Dynamics, Inc.’s Annual Report on Form 10-K filed with the SEC on March 13, 2019.

EXHIBIT 10.13 Execution Version GI DYNAMICS, INC. FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT (the "Amendment'), dated effective as of December 31, 2018, is made to that certain NOTE PURCHASE AGREEMENT, dated June 15, 2017, by and between GI DYNAMICS, INC., a Delaware corporation (the "Company") and CRYSTAL AMBER FUND LIMITED (the "Purchaser") (the "Agreement'). Capitalized ter

First Amendment to Senior Secured Convertible Promissory Note, dated June 15, 2017, by and between GI Dynamics, Inc., as payor, and Crystal Amber Fund Limited, as holder, dated December 31, 2018, incorporated by reference to Exhibit 10.15 of GI Dynamics, Inc.’s Annual Report on Form 10-K filed with the SEC on March 13, 2019.

EXHIBIT 10.15 Execution Version FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This First Amendment to Secured Promissory Note by and among GI DYNAMICS, INC., a Delaware corporation (the "Payor") and CRYSTAL AMBER FUND LIMITED (the "Holder") is effective as of December 31, 2018. Capitalized terms used but not defined herein have the definitions ascribed thereto in that certain Senio

GID / GI DYNAMICS, INC. / ADVANCED TECHNOLOGY VENTURES VII LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GI DYNAMICS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) U3762T113 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sched

GID / GI DYNAMICS, INC. / Medtronic plc - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* GI Dynamics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) U3762T121 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

GID / GI DYNAMICS, INC. / JOHNSON & JOHNSON - SCHEDULE 13G-A FOR GI DYNAMICS, INC. BY JOHNSON & JOHNSON Passive Investment

SC 13G/A 1 s13ga012119-gidynamics.htm SCHEDULE 13G-A FOR GI DYNAMICS, INC. BY JOHNSON & JOHNSON SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 GI Dynamics, Inc. (Name of Issuer) Common Stock, $.01 par

GI Dynamics Announces Extension of the Maturity Date of US $5M Convertible Note with Crystal Amber Boston, United States Sydney, Australia 2 January 2019 AEDT BOSTON and SYDNEY – 2 January 2019 – GI Dynamics® Inc. (ASX:GID), a medical device company

EX-99.1 Exhibit 99.1 GI Dynamics Announces Extension of the Maturity Date of US $5M Convertible Note with Crystal Amber Boston, United States Sydney, Australia 2 January 2019 AEDT BOSTON and SYDNEY – 2 January 2019 – GI Dynamics® Inc. (ASX:GID), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, is pleased to announce that it has reached an agre

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d680007d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of

GI Dynamics Appoints Chief Financial Officer and Company Secretary

EX-99.1 Exhibit 99.1 Boston, United States Sydney, Australia 11 December 2018 AEDT Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] GI Dynamics Appoints Chief Financial Officer and Company Secretary BOSTON and SYDNEY — 11 December 2018 — GI Dynamics®, Inc. (ASX:GID), a medical device company that is developing EndoBarrier® is pleased to announce the appoin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d671352d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of i

GID / GI DYNAMICS, INC. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commis

GID / GI DYNAMICS, INC. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GID / GI DYNAMICS, INC. PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commissio

GI Dynamics Announces AUD $6.9m Private Placement To Be Completed in Two Tranches

EX-99.1 Exhibit 99.1 Boston, United States Sydney, Australia 20 September 2018 AEST GI Dynamics Announces AUD $6.9m Private Placement To Be Completed in Two Tranches BOSTON and SYDNEY — 20 September 2018 — GI Dynamics, Inc. (ASX:GID), a medical device company that is developing EndoBarrier for patients diagnosed with type 2 diabetes and obesity, is pleased to announce it has received binding commi

Regulation FD Disclosure, Financial Statements and Exhibits

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commissi

Q3 2018 Important Notice This presentation has not been approved by an authorised person in accordance with Section 21 of the UK Financial Services and Markets Act 2000, as amended (“FSMA”). This presentation does not constitute, and GI Dynamics, Inc

EX-99.1 Q3 2018 GI Dynamics, Inc. Investor Presentation Exhibit 99.1 Q3 2018 Important Notice This presentation has not been approved by an authorised person in accordance with Section 21 of the UK Financial Services and Markets Act 2000, as amended (“FSMA”). This presentation does not constitute, and GI Dynamics, Inc. is not making, an offer of transferable securities to the public within the mea

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commiss

Q3 2018 Important Notice This presentation has not been approved by an authorised person in accordance with Section 21 of the UK Financial Services and Markets Act 2000, as amended (“FSMA”). This presentation does not constitute, and GI Dynamics, Inc

EX-99.1 Q3 2018 GI Dynamics, Inc. Investor Presentation Exhibit 99.1 Q3 2018 Important Notice This presentation has not been approved by an authorised person in accordance with Section 21 of the UK Financial Services and Markets Act 2000, as amended (“FSMA”). This presentation does not constitute, and GI Dynamics, Inc. is not making, an offer of transferable securities to the public within the mea

GI Dynamics Announces FDA Approval for EndoBarrier Pivotal Trial Pivotal trial to focus on reduction of hemoglobin A1c for patients diagnosed with type 2 diabetes and obesity

EX-99.1 Exhibit 99.1 Boston, United States Sydney, Australia 13 August 2018 AEST Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] GI Dynamics Announces FDA Approval for EndoBarrier Pivotal Trial Pivotal trial to focus on reduction of hemoglobin A1c for patients diagnosed with type 2 diabetes and obesity •  Primary Endpoint Reduction of HbA1c at 1 year •  P

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commiss

GID / GI DYNAMICS, INC. 10-Q (Quarterly Report)

10-Q 1 gidyl-10q20180630.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr

Senior Unsecured Convertible Promissory Note, dated May 30, 2018, issued by GI Dynamics, Inc. to Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.2 of GI Dynamics, Inc.’s Current Report on Form 8-K, filed with the SEC on June 5, 2018.

EX-10.2 3 d601578dex102.htm EX-10.2 EXHIBIT 10.2 THIS SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED U

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission

Warrant dated May 30, 2018, between GI Dynamics, Inc. and Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.3 of GI Dynamics, Inc.’s Current Report on Form 8-K, filed with the SEC on June 5, 2018.

EX-10.3 Exhibit 10.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PUR

GI Dynamics Announces Close of US$1.75 M Convertible Note and Warrant Financing from Crystal Amber

EX-99.1 Exhibit 99.1 Boston, United States Sydney, Australia 31 May 2018 AEST Investor Relations United States: Janell Shields +1 (781) 357-3280 [email protected] GI Dynamics Announces Close of US$1.75 M Convertible Note and Warrant Financing from Crystal Amber BOSTON and SYDNEY – 31 May 2018 – GI Dynamics® Inc. (ASX:GID), a medical device company that is developing EndoBarrier® for patients

Note and Warrant Purchase Agreement, dated May 30, 2018, between GI Dynamics, Inc. and Crystal Amber Fund Limited, incorporated by reference to Exhibit 10.1 of GI Dynamics, Inc.’s Current Report on Form 8-K, filed with the SEC on June 5, 2018.

EX-10.1 EXHIBIT 10.1 GI DYNAMICS, INC. NOTE AND WARRANT PURCHASE AGREEMENT GI DYNAMICS, INC. NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of May, 2018 (the “Effective Date”) by and among GI DYNAMICS, INC., a Delaware corporation (the “Company”), and CRYSTAL AMBER FUND LIMITED (the “Purchaser”). Capitalized terms used her

Submission of Matters to a Vote of Security Holders

8-K 1 d597135d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporat

GID / GI DYNAMICS, INC. 10-Q (Quarterly Report)

10-Q 1 gidyl-10q20180331.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

GID / GI DYNAMICS, INC. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

GI Dynamics Announces US$1.75M Convertible Note and Warrant Financing Commitment from Crystal Amber Fund Subject to Obtaining Stockholder Approval

Boston, United States Sydney, Australia 2 May 2018 AEST Investor Relations United States: Janell Shields +1 (781) 357-3280 investor@gidynamics.

Letter Agreement, dated May 1, 2018, between the Company and Crystal Amber Fund Limited

EX-10.1 Exhibit 10.1 GI DYNAMICS, INC. P.O. Box 51915 Boston, MA 02205 May 1, 2018 Crystal Amber Fund Limited PO Box 225 – Heritage Hall Le Marchant Street St. Peter Port. Guernsey. GY1 4HY RE: Binding Letter of Intent Ladies and Gentlemen: This binding letter agreement (this “Letter Agreement”) states the basis on which you, as the investor (the “Investor”), shall loan an aggregate principal amou

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission

GID / GI DYNAMICS, INC. PRER14A

PRER14A 1 d518751dprer14a.htm PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission Fi

Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

EX-99.1 Exhibit 99.1 Appendix 4C: Quarter Ended 31 March 2018 Boston, United States Sydney, Australia 30 April 2018 AEST BOSTON and SYDNEY – 30 April 2018 – GI Dynamics, Inc. (ASX:GID) (the Company), a medical technology company that has developed an innovative device to improve outcomes for patients battling type 2 diabetes and obesity, today released its Appendix 4C — Quarterly Cash Flow Report

GID / GI DYNAMICS, INC. 10-K/A (Annual Report)

10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

GID / GI DYNAMICS, INC. PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commissi

GID / GI DYNAMICS, INC. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55195 GI DYNAMICS, I

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2018 GI DYNAMICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-55195 84-1621425 (State or other jurisdiction of incorporation) (Commi

Appendix 4E: Preliminary Final Report Year Ended 31 December 2017

EX-99.1 Exhibit 99.1 Boston, United States Sydney, Australia 27 February 2018 AEDT Appendix 4E: Preliminary Final Report Year Ended 31 December 2017 BOSTON, Massachusetts, United States and SYDNEY, Australia ? 27 February 2018 AEDT. GI Dynamics, Inc. (ASX:GID) (the Company), is the developer of EndoBarrier, the first endoscopically-delivered device therapy used for the treatment of type 2 diabetes

GIDYL / GI Dynamics Inc DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Appendix 4C Quarterly report for entities subject to Listing Rule 4.7B

EX-99.1 Exhibit 99.1 Boston, United States Sydney, Australia Appendix 4C: Quarter Ended 31 December 2017 31 January 2018 AEDT BOSTON, Massachusetts, United States and SYDNEY, Australia ? 31 January 2018 AEDT. GI Dynamics, Inc. (ASX:GID) (the Company), is the developer of EndoBarrier, the first endoscopically-delivered device therapy used for the treatment of type 2 diabetes and obesity. EndoBarrie