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Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2011	Feb. 29, 2012	Jun. 30, 2011
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Entity Registrant Name	EnteroMedics Inc
Entity Central Index Key	0001371217
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		36,758,596
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 56,994,135
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No

Consolidated Balance Sheets - USD ($)	Dec. 31, 2011	Dec. 31, 2010
ASSETS
Cash and cash equivalents	$ 28,487,688	$ 30,840,560
Restricted cash	200,000	6,527,031
Short-term investments available for sale	1,005,411
Inventory	1,068,623
Prepaid expenses and other current assets	804,799	436,538
Total current assets	31,566,521	37,804,129
Property and equipment, net	630,354	741,564
Other assets	288,980	141,572
Total assets	32,485,855	38,687,265
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of notes payable	2,307,162	921,998
Accounts payable	434,436	125,188
Accrued expenses	6,373,370	2,538,371
Accrued interest payable	448,821	411,492
Total current liabilities	9,563,789	3,997,049
Notes payable, less current portion (net discounts of $216,711 and $421,874 at December 31, 2011 and 2010, respectively)	2,881,161	4,983,159
Total liabilities	12,444,950	8,980,208
Stockholders' equity:
Common stock, $0.01 par value 85,000,000 shares authorized; 36,752,746 and 27,892,388 shares issued and outstanding at December 31, 2011 and 2010, respectively	367,527	278,924
Additional paid-in capital	196,384,995	180,143,120
Accumulated other comprehensive income	692
Deficit accumulated during development stage	(176,712,309)	(150,714,987)
Total stockholders' equity	20,040,905	29,707,057
Total liabilities and stockholders' equity	$ 32,485,855	$ 38,687,265

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2011	Dec. 31, 2010
Consolidated Balance Sheets [Abstract]
Notes payable, less current portion, discounts	$ 216,711	$ 421,874
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	85,000,000	85,000,000
Common stock, shares issued	36,752,746	27,892,388
Common stock, shares outstanding	36,752,746	27,892,388

Consolidated Statements Of Operations - USD ($)	12 Months Ended			108 Months Ended
Consolidated Statements Of Operations - USD ($)	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011
Operating expenses:
Research and development	$ 16,673,238	$ 8,498,857	$ 15,580,746	$ 116,781,574
Selling, general and administrative	8,583,347	7,678,259	8,631,597	48,168,970
Total operating expenses	25,256,585	16,177,116	24,212,343	164,950,544
Other income (expense):
Interest income	12,241	5,597	79,355	4,036,263
Interest expense	(722,859)	(1,258,406)	(4,104,300)	(11,562,770)
Change in value of warrant liability		158,834	(3,644,549)	(3,840,622)
Other, net	(30,119)	(76,296)	(47,363)	(263,668)
Net loss	$ (25,997,322)	$ (17,347,387)	$ (31,929,200)	$ (176,581,341)
Net loss per share-basic and diluted	$ (0.86)	$ (2.06)	$ (6.42)
Shares used to compute basic and diluted net loss per share	30,205,447	8,419,575	4,974,326

Consolidated Statements Of Stockholders' Equity (Deficit) - USD ($)	November 13, 2003 Convertible Bridge Notes [Member] Series B Convertible Preferred Stock [Member] Additional Paid-In Capital [Member]	November 13, 2003 Convertible Bridge Notes [Member] Series B Convertible Preferred Stock [Member]	April 23, 2004 Convertible Bridge Notes [Member] Series B Convertible Preferred Stock [Member] Additional Paid-In Capital [Member]	April 23, 2004 Convertible Bridge Notes [Member] Series B Convertible Preferred Stock [Member]	June 30, 2004 Convertible Bridge Notes [Member] Series B Convertible Preferred Stock [Member] Additional Paid-In Capital [Member]	June 30, 2004 Convertible Bridge Notes [Member] Series B Convertible Preferred Stock [Member]	Common Stock [Member] Series A Convertible Preferred Stock [Member]	Common Stock [Member] Common Stock [Member]	Common Stock [Member] Additional Paid-In Capital [Member]	Common Stock [Member] Deferred Compensation [Member]	Common Stock [Member]	Series A Convertible Preferred Stock [Member] Alpha Medical, Inc. [Member] Series A Convertible Preferred Stock [Member]	Series A Convertible Preferred Stock [Member] Alpha Medical, Inc. [Member] Additional Paid-In Capital [Member]	Series A Convertible Preferred Stock [Member] Alpha Medical, Inc. [Member]	Series A Convertible Preferred Stock [Member] Beta Medical, Inc. [Member] Series A Convertible Preferred Stock [Member]	Series A Convertible Preferred Stock [Member] Beta Medical, Inc. [Member] Additional Paid-In Capital [Member]	Series A Convertible Preferred Stock [Member] Beta Medical, Inc. [Member]	Series A Convertible Preferred Stock [Member] Series A Convertible Preferred Stock [Member]	Series A Convertible Preferred Stock [Member] Common Stock [Member]	Series A Convertible Preferred Stock [Member] Additional Paid-In Capital [Member]	Series A Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member] Series B Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member] Additional Paid-In Capital [Member]	Series B Convertible Preferred Stock [Member]	Series C Convertible Preferred Stock [Member] Series C Convertible Preferred Stock [Member]	Series C Convertible Preferred Stock [Member] Additional Paid-In Capital [Member]	Series C Convertible Preferred Stock [Member]	Series C Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Series A Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Deferred Compensation [Member]	Accumulated Other Comprehensive Income [Member]	Deficit Accumulated During the Development Stage [Member]	Total
Balance at Dec. 31, 2002																														$ 110	$ 366	$ 622,872			$ (603,348)	$ 20,000
Balance, shares at Dec. 31, 2002																														11,050	36,630
Stock issued												$ 64	$ 349,936	$ 350,000	$ 156	$ 849,844	$ 850,000
Stock issued, shares								19,229				6,410			15,568
Stock Issued								$ 192	$ 10,308		$ 10,500
Cancellation of Alpha Medical, Inc. Series A convertible preferred stock and common stock upon merger with Beta Medical, Inc. effective October 1, 2003																		$ (119)	$ (183)	$ (661,372)	$ (661,674)
Cancellation of Alpha Medical, Inc. Series A convertible preferred stock and common stock upon merger with Beta Medical, Inc. effective October 1, 2003, shares																		(11,936)	(18,315)
Issuance of Series A convertible preferred stock upon merger of Alpha Medical, Inc. and Beta Medical, Inc. effective October 1, 2003																		$ 110		661,564	661,674
Issuance of Series A convertible preferred stock upon merger of Alpha Medical, Inc. and Beta Medical, Inc. effective October 1, 2003, shares																		10,989
Warrants issued for the purchase of shares of common stock in for cash	$ 107	$ 107
Comprehensive loss:
Net loss/ comprehensive loss																																			(1,900,288)	(1,900,288)
Balance at Dec. 31, 2003																														$ 321	$ 375	1,833,259			(2,503,636)	(669,681)
Balance, shares at Dec. 31, 2003																														32,081	37,544
Stock issued, shares																						319,128
Stock Issued																						$ 3,191	$ 7,452,034	$ 7,455,225
Warrants issued for the purchase of shares of convertible preferred stock for cash			$ 30	$ 30	$ 20	$ 20																	48,720	48,720
Exercise of stock warrants																		$ 209		187,443	187,652
Exercise of convertible preferred stock warrants, shares																		20,963
Fair value of warrants related to convertible bridge notes																																153,722				153,722
Convertible preferred stock issued upon conversion of debt																						$ 676	1,598,976	1,599,652
Convertible preferred stock issued upon conversion of debt, shares																						67,615
Issuance of common stock options to nonemployees									3,610	$ (3,610)
Amortization of deferred compensation																																	$ 830			830
Comprehensive loss:
Net loss/ comprehensive loss																																			(3,448,752)	(3,448,752)
Balance at Dec. 31, 2004																													$ 3,867	$ 530	$ 375	11,277,814	(2,780)		(5,952,388)	5,327,418
Balance, shares at Dec. 31, 2004																													386,743	53,044	37,544
Stock issued, shares																						126,806							200,776
Stock Issued																						$ 1,268	2,993,514	2,994,782					$ 2,008			4,736,908				4,738,916
Warrants issued for the purchase of shares of convertible preferred stock for cash																							74,636	74,636
Warrants issued for the purchase of shares of common stock in for cash									15,500		15,500
Issuance of common stock options to nonemployees																																7,288	(7,288)
Exercise of common stock options																															$ 49	13,401				$ 13,450
Exercise of common stock options, shares																															4,927					4,927
Common stock issued to nonemployees								$ 376	102,124	(102,500)
Amortization of deferred compensation																																	25,041			$ 25,041
Common stock issued to nonemployees, shares								37,546
Comprehensive loss:
Net loss/ comprehensive loss																																			(11,215,191)	(11,215,191)
Balance at Dec. 31, 2005																													$ 7,143	$ 530	$ 800	19,221,185	(87,527)		(17,167,579)	1,974,552
Balance, shares at Dec. 31, 2005																													714,325	53,044	80,017
Stock issued, shares																									820,190			20,595
Stock Issued																									$ 8,202	$ 37,594,459	$ 37,602,661	$ 206				999,794				1,000,000
Warrants issued for the purchase of shares of convertible preferred stock for cash																							$ 102,022	$ 102,022								735,438				735,438
Convertible preferred stock issued upon conversion of debt																									$ 1,108	5,379,908	5,381,016
Convertible preferred stock issued upon conversion of debt, shares																									110,820
Exercise of common stock options																															$ 145	39,451				$ 39,596
Exercise of common stock options, shares																															14,504					14,504
Common stock issued to nonemployees								$ 16	4,484	$ (4,500)																					$ 5	5,245	(5,250)
Amortization of deferred compensation																																	30,798			$ 30,798
Common stock issued to nonemployees, shares								1,648																							458
Stock warrants reclassified to convertible preferred stock warrant liability																										(735,438)	(735,438)
Employee stock-based compensation expense																																47,479				47,479
Nonemployee stock-based compensation expense																																86,125				86,125
Comprehensive loss:
Net loss/ comprehensive loss																																			(17,690,477)	(17,690,477)
Balance at Dec. 31, 2006																												$ 9,516	$ 7,143	$ 530	$ 966	63,480,152	(66,479)		(34,858,056)	28,573,772
Balance, shares at Dec. 31, 2006																												951,605	714,325	53,044	96,627
Exercise of common stock options																															$ 59	21,128				$ 21,187
Exercise of common stock options, shares																															5,854					5,854
Amortization of deferred compensation																																	24,812			$ 24,812
Employee stock-based compensation expense																																883,310				883,310
Stock warants reclassified from convertible preferred stock warrant liability																										1,090,345	1,090,345
Nonemployee stock-based compensation expense																																1,289,349				1,289,349
Warrants issued for the purchase of shares of series C convertible preferred stock in valued at per warrant for debt facility commitment																										550,212	550,212					197,731				197,731
Warrants issued for the purchase of shares of series C convertible preferred stock in valued at per warrant for debt funding																										$ 281,321	$ 281,321					194,716				194,716
Conversion of preferred stock to common stock																												$ (9,516)	$ (7,143)	$ (530)	$ 17,480	(291)
Conversion of preferred stock to common stock, shares																												(951,605)	(714,325)	(53,044)	1,748,030
Reclassification of amounts due to shareholders for fractional shares upon reverse stock split																																(355)				(355)
Common stock issued to Mayo Foundation upon closing the IPO in November 2007 with a fair value of $48.30 per share																															$ 343	1,658,311				1,658,654
Common stock issued to Mayo Foundation upon closing the IPO in November 2007 with a fair value of $48.30 per share, share																															34,341
Exercise of over-allotment option by underwriters in connection with the IPO for cash																															$ 817	3,643,660				3,644,477
Exercise of over-allotment option by underwriters in connection with the IPO for cash, shares																															81,642
Issuance of common stock and warrants in initial public offering (IPO)																															$ 8,333	35,439,004				35,447,337
Issuance of common stock initial public offering (IPO), shares																															833,333
Comprehensive loss:
Net loss/ comprehensive loss																																			(28,575,348)	(28,575,348)
Balance at Dec. 31, 2007																															$ 27,998	108,728,593	(41,667)		(63,433,404)	45,281,520
Balance, shares at Dec. 31, 2007																															2,799,827
Warrants issued for the purchase of shares of common stock for cash at per warrant																																1,398,702				1,398,702
Exercise of common stock options																															$ 169	65,238				$ 65,407
Exercise of common stock options, shares																															16,829					16,829
Amortization of deferred compensation																																	20,000			$ 20,000
Employee stock-based compensation expense																																2,648,410				2,648,410
Nonemployee stock-based compensation expense																																(147,855)				(147,855)
Comprehensive loss:
Net loss/ comprehensive loss																																			(37,874,028)	(37,874,028)
Change in unrealized gain (loss) on available for sale investments																																		12,988		12,988
Total comprehensive loss																																				(37,861,040)
Balance at Dec. 31, 2008																															$ 28,167	112,693,088	(21,667)	12,988	(101,307,432)	11,405,144
Balance, shares at Dec. 31, 2008																															2,816,656
Exercise of stock options, shares																															13,450
Exercise of common stock options																															$ 134	37,383				$ 37,517
Exercise of common stock options, shares																																				13,450
Amortization of deferred compensation																																	20,000			$ 20,000
Employee stock-based compensation expense																																2,209,216				2,209,216
Nonemployee stock-based compensation expense																																210,075				210,075
Issuance of common stock in private investment public equity offering																															$ 21,851	15,068,002				15,089,853
Issuance of common stock in private investment public equity offering, shares																															2,185,066
Issuance of common stock in registered direct offering																															$ 10,268	4,826,117				4,836,385
Issuance of common stock in registered direct offering, shares																															1,026,845
Cashless exercise of warrants with an exercise price of per share in exchange for shares of common stock								$ 1,255	4,748,871		4,750,126																				$ 622	494,030				494,652
Common stock warrants reclassified to common stock warrant liability																																(1,398,702)			(130,968)	(1,529,670)
Cashless exercise of warrants with an exercise price of per share in exchange for shares of common stock, shares								125,470																							62,244
Comprehensive loss:
Net loss/ comprehensive loss																																			(31,929,200)	(31,929,200)
Change in unrealized gain (loss) on available for sale investments																																		(12,988)		(12,988)
Total comprehensive loss																																				(31,942,188)
Balance at Dec. 31, 2009																															$ 62,297	138,888,080	(1,667)		(133,367,600)	5,581,110
Balance, shares at Dec. 31, 2009																															6,229,731
Stock issued, shares																		3,394,309
Adjustment for fractional shares upon reverse stock split
Adjustment for fractional shares upon reverse stock split																															45
Issuance of Series A convertible preferred stock																		$ 33,943		$ 5,743,589	$ 5,777,532
Warrants issued for the purchase of shares of common stock for cash at per warrant																																424,289				424,289
Warrants issued for the purchase of shares of common stock in for cash									$ 289,257		$ 289,257																					100				100
Exercise of common stock options																															$ 86	23,611				$ 23,697
Exercise of common stock options, shares																															8,586					8,586
Amortization of deferred compensation																																	1,667			$ 1,667
Employee stock-based compensation expense																																2,529,355				2,529,355
Nonemployee stock-based compensation expense																																33,204				33,204
Conversion of preferred stock to common stock							$ (33,943)	$ 33,943
Conversion of preferred stock to common stock, shares							(3,394,309)	3,394,309
Issuance of common stock in public offering																															$ 170,200	27,415,935				27,586,135
Issuance of common stock in private investment public equity offering, shares																															17,020,000
Issuance of common stock in registered direct offering																															$ 12,398	4,482,949				4,495,347
Issuance of common stock in registered direct offering, shares																															1,239,717
Common stock warrants reclassified to equity from common stock warrant liability																																312,751				312,751
Comprehensive loss:
Net loss/ comprehensive loss																																			(17,347,387)	(17,347,387)
Balance at Dec. 31, 2010																															$ 278,924	180,143,120			(150,714,987)	29,707,057
Balance, shares at Dec. 31, 2010																															27,892,388
Exercise of stock warrants																															$ 592	129,097				129,689
Exercise of stock options, shares																															59,219
Additional financing costs for registered public offering																																(45,745)				(45,745)
Exercise of common stock options																															$ 11	2,153				$ 2,164
Exercise of common stock options, shares																															1,139					1,139
Employee stock-based compensation expense																																2,817,082				$ 2,817,082
Nonemployee stock-based compensation expense																																75,614				75,614
Issuance of common stock in registered direct offering																															$ 88,000	13,263,674				13,351,674
Issuance of common stock in registered direct offering, shares																															8,800,000
Comprehensive loss:
Net loss/ comprehensive loss																																			(25,997,322)	(25,997,322)
Change in unrealized gain (loss) on available for sale investments																																		692		692
Total comprehensive loss																																				(25,996,630)
Balance at Dec. 31, 2011																															$ 367,527	$ 196,384,995		$ 692	$ (176,712,309)	$ 20,040,905
Balance, shares at Dec. 31, 2011																															36,752,746

Consolidated Statements Of Stockholders' Equity (Deficit) (Parenthetical) - USD ($)	1 Months Ended		12 Months Ended									108 Months Ended
	Oct. 31, 2007	May 31, 2007	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2008	Dec. 31, 2007	Dec. 31, 2006	Dec. 31, 2005	Dec. 31, 2004	Dec. 31, 2003	Dec. 31, 2011	Dec. 31, 2002	Dec. 18, 2002
Stock issued, per share				$ 1.72	$ 7.28		$ 48
Warrants issued for the purchase of stock, shares				340,400	1,092,533	233,117	2,832			7,556
Exercise of convertible preferred stock warrants, shares			59,219							20,963
Convertible preferred stock warrants, exercise price										$ 8.95
Warrants issued for the purchase of stock, purchase price per share				$ 100
Exercise of stock warrants, per share			$ 2.19
Exercise of stock warrants, per share						$ 7.8			$ 6.42
Exercise of stock warrants, per share	$ 68.76						$ 69.83
Common or preferred stock financing costs			$ 1,214,071	$ 2,538,412	$ 898,969		$ 4,552,663		$ 11,085			$ 9,478,430
Issuance of common stock options to nonemployees, common stock options									7,757	3,819
Share-based goods and nonemployee services transaction, per option									$ 0.94
Exercise of common stock options, shares			1,139	8,586	13,450	16,829	5,854	14,504	4,927
Exercise of common stock options, per share			$ 1.9	$ 2.76			$ 3.6	$ 2.76	$ 2.76			$ 1.9
Common stock issued to non employees, per share										$ 0.94
Common stock issued to non employees, per share									$ 2.76
Common stock issued to Mayo Foundation upon closing the IPO, fair value of per share							$ 48.3
Exercise of over-allotment option by underwriters in connection with the IPO for cash, financing costs							$ 247,315
Issuance of common stock in initial public offering, per share				$ 3.9
Issuance of common stock in public offering, financing costs					$ 806,499
Issuance of common stock in public offering for cash per share			$ 1.65
Issuance of common stock in registered direct offering for cash per share, financing costs				$ 339,547	$ 92,470
Issuance of common stock in registered direct offering for cash per share, financing costs			$ 1,168,326	$ 2,198,865
Cashless exercise of warrants, shares					159,420
Cashless exercise of warrants, per share					$ 6.9
Cashless exercise of warrants with an exercise price in exchange for shares of common stock, shares					125,470
Common stock valued for debt modification, shares			1,760,000	17,020,000
Alpha Medical, Inc. [Member]
Stock issued, per share														$ 0.54
Beta Medical, Inc. [Member]
Stock issued, per share														$ 0.54
Common Stock [Member]
Stock issued, per share				$ 1.75	$ 4.8						$ 0.54
Warrants issued for the purchase of stock, shares				3,394,309					28,389
Warrants issued for purchase of stock, per warrant for debt commitment and funding				$ 0.125					$ 0.54
Cashless exercise of warrants, shares					104,700
Cashless exercise of warrants with an exercise price in exchange for shares of common stock, shares					62,244
Warrants issued for debt modification, shares				150,642
Warrants issued for debt modification value, per share				$ 1.92
Series A Convertible Preferred Stock [Member]
Common or preferred stock financing costs				$ 60,679
Series A Convertible Preferred Stock [Member] \| Alpha Medical, Inc. [Member]
Stock issued, per share											54.6		$ 54.6
Series A Convertible Preferred Stock [Member] \| Beta Medical, Inc. [Member]
Stock issued, per share											$ 54.6		$ 54.6
Series B Convertible Preferred Stock [Member]
Stock issued, per share									$ 23.66
Warrants issued for the purchase of stock, shares								5,812	11,624	1,081	3,919
Exercise of stock warrants, per share								$ 17.55		$ 6.45
Stock issued upon conversion of convertible bridge notes, value of convertible bridge notes										$ 1,564,843
Accrued interest portion of the convertible bridge notes										$ 34,809
Series B convertible preferred stock issued, per share										$ 23.66
Common or preferred stock financing costs									$ 5,218	$ 94,776
Series C Convertible Preferred Stock [Member]
Stock issued, per share								$ 48.56
Warrants issued for the purchase of stock, shares							11,327	24,606
Warrants issued for the purchase of shares of series C convertible preferred stock Valued per warrant for debt funding, shares							5,664
Exercise of stock warrants, per share							$ 49.67	$ 29.89
Exercise of stock warrants, per share		$ 48.56
Stock issued upon conversion of convertible bridge notes, value of convertible bridge notes								$ 5,250,003
Accrued interest portion of the convertible bridge notes								131,013
Common or preferred stock financing costs								$ 2,222,342
November 13, 2003 Convertible Bridge Notes [Member] \| Series B Convertible Preferred Stock [Member]
Warrants issued for purchase of stock, per warrant for debt commitment and funding											$ 0.03
April 23, 2004 Convertible Bridge Notes [Member] \| Series B Convertible Preferred Stock [Member]
Warrants issued for purchase of stock, per warrant for debt commitment and funding										$ 0.03
June 30, 2004 Convertible Bridge Notes [Member] \| Series B Convertible Preferred Stock [Member]
Warrants issued for the purchase of stock, shares										733
Warrants issued for purchase of stock, per warrant for debt commitment and funding											$ 0.03
Maximum [Member]
Common stock issued to non employees, per share								$ 11.46
Exercise of common stock options, per share maximum					$ 22.2	$ 11.46
Cashless exercise of warrants, per share maximum					23.64
Minimum [Member]
Exercise of common stock options, per share minimum					2.76	$ 2.76
Common stock issued to non employees, per share								$ 2.76
Minimum [Member] \| Common Stock [Member]
Cashless exercise of warrants, per share minimum					$ 6.9

Consolidated Statements Of Cash Flows - USD ($)	12 Months Ended			108 Months Ended
Consolidated Statements Of Cash Flows - USD ($)	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2011
Cash flows from operating activities:
Net loss	$ (25,997,322)	$ (17,347,387)	$ (31,929,200)	$ (176,581,341)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	303,972	375,756	424,354	2,260,038
Loss on sale of equipment	1,269	52,622	4,651	74,127
Stock-based compensation	2,892,696	2,564,226	2,439,291	14,463,166
Amortization of commitment fees, debt issuance costs and original issue discount	234,740	387,861	1,490,940	3,886,623
Amortization of short-term investment premium or discount	3,261		904	(304,790)
Change in value of warrant liability		(158,834)	3,644,549	3,840,622
Change in operating assets and liabilities:
Inventory	(1,068,623)			(1,068,623)
Prepaid expenses and other current assets	(368,261)	47,805	14,747	(804,799)
Other assets	(176,985)	(60,348)		(237,333)
Accounts payable	367,491	(109,950)	(73,709)	301,140
Accrued expenses	3,834,999	460,455	(784,186)	6,373,370
Accrued interest payable	37,329	123,187	110,436	614,643
Net cash provided by (used in) investing activities	(19,935,434)	(13,664,607)	(24,657,223)	(147,183,157)
Cash flows from investing activities:
Decrease (increase) in restricted cash	6,327,031	(6,527,031)		(200,000)
Purchases of short-term investments available for sale	(5,007,980)			(19,890,213)
Maturities of short-term investments available for sale	4,000,000		5,226,000	18,854,414
Purchases of short-term investments held to maturity				(22,414,130)
Maturities of short-term investments held to maturity				22,750,000
Purchases of property and equipment	(252,274)	(2,592)	(186,981)	(2,831,222)
Net cash (used in) provided by investing activities	5,066,777	(6,529,623)	5,039,019	(3,731,151)
Cash flows from financing activities:
Proceeds from stock options exercised	2,164	23,697	37,517	203,018
Proceeds from warrants exercised	129,689			317,341
Proceeds from sale of common stock and warrants for purchase of common stock	14,520,000	35,044,283	20,825,207	114,354,439
Common stock financing costs	(1,214,071)	(2,538,412)	(898,969)	(9,478,430)
Payment to shareholders for fractional shares upon reverse stock split				(355)
Proceeds from sale of Series A, B and C convertible preferred stock		5,838,211		63,766,564
Series A, B and C convertible preferred stock financing costs		(60,679)		(1,658,662)
Proceeds from notes payable and convertible notes payable			5,000,000	42,645,967
Repayments on notes payable	(921,997)	(1,889,904)	(11,783,065)	(30,426,087)
Debt issuance costs				(321,799)
Net cash provided by financing activities	12,515,785	36,417,196	13,180,690	179,401,996
Net (decrease) increase in cash and cash equivalents	(2,352,872)	16,222,966	(6,437,514)	28,487,688
Cash and cash equivalents:
Beginning of period	30,840,560	14,617,594	21,055,108
End of period	28,487,688	30,840,560	14,617,594	28,487,688
Supplemental disclosure:
Interest paid	$ 450,751	738,794	2,502,924	7,052,900
Noncash investing and financing activities:
Cancellation of Alpha Medical, Inc. Series A convertible preferred stock and common stock				(661,674)
Issuance of Beta Medical, Inc. Series A convertible preferred stock in exchange for Alpha Medical, Inc. Series A convertible preferred stock and common stock				661,674
Value of warrants issued with debt and for debt commitment		289,257	542,144	3,833,183
Value of warrants issued with sale of common and preferred stock offerings		794,869	154,525	1,684,832
Cashless exercise of warrants			5,244,778	5,244,778
Conversion of notes and interest payable to Series B and C convertible preferred shares				6,980,668
Options issued for deferred compensation				10,898
Common stock issued to Mayo Foundation and for deferred compensation				1,770,904
Reclassification of warrant liability		312,751	$ 1,529,670	2,932,766
Conversion of convertible preferred stock to common stock		$ 33,943		$ 51,132

Formation And Business Of The Company

12 Months Ended

Dec. 31, 2011

Formation And Business Of The Company [Abstract]

Formation And Business Of The Company

(1)

Formation and Business of the Company

EnteroMedics Inc. (EnteroMedics or the Company) is developing implantable systems to treat obesity, metabolic diseases and other gastrointestinal disorders. The Company was incorporated in the state of Minnesota on December 19, 2002, originally as two separate legal entities, Alpha Medical, Inc. and Beta Medical, Inc., both of which were owned 100% by a common stockholder. Effective October 1, 2003, the two entities were combined and the combined entity changed its name to EnteroMedics Inc. The Company reincorporated in Delaware on July 22, 2004. The Company is in the development stage, as defined by the Accounting Standards Codification. Since inception the Company has devoted substantially all of its resources to recruiting personnel, developing its product technology, obtaining patents to protect its intellectual property and raising capital, and has not derived revenues from its primary business activity. The Company is headquartered in St. Paul, Minnesota.

EnteroMedics Europe Sárl (EnteroMedics Europe), a wholly owned subsidiary of the Company, was formed in January 2006. EnteroMedics Europe is a Swiss entity established as a means to conduct clinical trials in Switzerland. Upon establishment there were 20 shares of EnteroMedics Europe issued and outstanding with a par value of 1,000 Swiss Francs. EnteroMedics purchased 100% of the shares and then issued one share to a fiduciary agent. The one share is the property of EnteroMedics and is held by the fiduciary in a fiduciary capacity under terms of the Fiduciary Agreement. The functional currency of EnteroMedics Europe has been determined to be the U.S. Dollar.

In November 2007, the Company completed its initial public offering of common stock (IPO), issuing a total of 914,975 shares for net proceeds of approximately $39.1 million after expenses and underwriters' discounts and commissions, and including the exercise of the underwriters' over-allotment option.

Since inception, EnteroMedics has incurred losses through December 31, 2011 totaling approximately $176.6 million and has not generated positive cash flows from operations. The Company expects such losses to continue into the foreseeable future as it continues to develop and commercialize its technologies. The Company may need to obtain additional financing and there can be no assurance that the Company will be successful in obtaining additional financing on favorable terms, or at all. If adequate funds are not available, the Company may have to delay development or commercialization of products or license to third parties the rights to commercialize products or technologies that the Company would otherwise seek to commercialize.

Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Summary Of Significant Accounting Policies [Abstract]

Summary Of Significant Accounting Policies

(2)

Summary of Significant Accounting Policies

Basis of Presentation

The Company has prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. The Company's fiscal year ends on December 31.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany transactions and accounts have been eliminated in consolidation.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and short-term investments. Cash and cash equivalents and restricted cash are primarily deposited in demand and money market accounts. At times, such deposits may be in excess of insured limits. Investments in money market funds are not considered to be bank deposits and are not insured or guaranteed by the federal deposit insurance company or other government agency. These money market funds seek to preserve the value of the investment at $1.00 per share; however, it is possible to lose money investing in these funds. The Company has not experienced any losses on its deposits of cash and cash equivalents or restricted cash.

Most of the products developed by the Company will require approval from the U.S. Food and Drug Administration (FDA) or corresponding foreign regulatory agencies prior to commercial sales. There can be no assurance the Company's products will receive the necessary approvals. If the Company is denied approval or approval is delayed, it will have a material adverse impact on the Company.

The medical device industry is characterized by frequent and extensive litigation and administrative proceedings over patent and other intellectual property rights. Whether a product infringes a patent involves complex legal and factual issues, the determination of which is often difficult to predict, and the outcome may be uncertain until the court has entered final judgment and all appeals are exhausted. The Company's competitors may assert that its products or the use of the Company's products are covered by U.S. or foreign patents held by them.

Fair Value of Financial Instruments

Carrying amounts of certain of the Company's financial instruments, including cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate fair value due to their short maturities. The fair values of investments in debt and equity securities are disclosed in Note 3. The fair value of the Company's long-term debt is approximately $5.3 million as of December 31, 2011 based on the present value of estimated future cash flows using a discount rate commensurate with borrowing rates available to the Company.

Cash and Cash Equivalents

The Company considers highly liquid investments generally with maturities of 90 days or less when purchased to be cash equivalents. Cash equivalents are stated at cost, which approximates market value. The Company's cash equivalents are primarily in money market funds and certificates of deposit. The Company deposits its cash and cash equivalents in high-quality credit institutions. Under terms of the Company's notes payable agreements (see Note 6), in the event of default, the lender has the right to enforce account control agreements and restrict the Company's access to their cash and investment accounts.

Restricted Cash

The Company had $200,000 and $6.5 million in a cash collateral money market account as of December 31, 2011 and 2010, respectively. $6.3 million of the December 31, 2010 balance was established per the terms of the Third Amendment to the Loan Agreement with Silicon Valley Bank dated November 12, 2010, which required the Company to have an amount equal to the principal balance outstanding in the restricted account. The restricted cash balance was eliminated per the terms of the Fourth Amendment to the Loan Agreement with Silicon Valley Bank dated March 3, 2011 (see Note 6).

Pursuant to the Lease Agreement the Company entered into with Roseville Properties Management Company in July 2008, the Company was required to deliver to Roseville Properties an irrevocable, unconditional, standby letter of credit in the amount of $200,000 on the second anniversary of the commencement of lease payments. The standby letter of credit is to be maintained through October 1, 2013. The irrevocable standby letter of credit was issued by Silicon Valley Bank, who required the Company to set up a restricted cash collateral money market account to fully secure the standby letter of credit.

Short-Term Investments

The Company considers all investments with maturities greater than three months and less than one year at the time of purchase as short-term investments and classifies them as either available for sale or held to maturity. The Company also considers certain investments with maturities greater than one year but which are also held for liquidity purposes and are available for sale as short-term investments.

Available-for-sale securities are carried at fair value based on quoted market prices, with the unrealized gains and losses included in other comprehensive income within stockholders' equity (deficit) in the consolidated balance sheets. Realized gains and losses and declines in value judged to be other than temporary on available-for-sale securities are included in interest and other income. Interest and dividends on securities classified as available for sale are included in interest income. The cost of securities sold is based on the specific identification method.

Short-term investments in debt securities which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income, using the interest method, over the period to maturity. Unrealized losses on held-to-maturity securities reflecting a decline in value determined to be other than temporary are charged to income.

Inventory

Since inception, inventory related purchases have been used for research and development related activities and have accordingly been expensed as incurred. In December 2011, the Company began receiving ARTG listings for components of the Maestro Rechargeable System from the Australian TGA, with the final components being listed on the ARTG in January 2012. As a result, the Company determined certain assets were recoverable as inventory beginning in December 2011. The Company accounts for inventory at the lower of cost or market and records any long-term inventory as other assets in the consolidated balance sheets. There was approximately $228,000 of long-term inventory as of December 31, 2011.

Current inventory consists of the following as of:


	December 31, 2011
	December 31, 2011
Raw materials	$	376,580
Work-in-process		692,043
Finished goods		—

Inventory	$	1,068,623

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over their estimated useful lives of three to seven years. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or the term of the lease. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheets and the resulting gain or loss is reflected in the consolidated statements of operations. Repairs and maintenance are expensed as incurred.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets for impairment by comparison of the carrying amounts to future net undiscounted cash flows expected to be generated by such assets when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset's fair value or estimates of future discounted cash flows. The Company has not identified any such impairment losses to date.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance for deferred income tax assets is recorded when it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The Company has provided a full valuation allowance against the gross deferred tax assets as of December 31, 2011 and 2010 (see Note 9). The Company's policy is to classify interest and penalties related to income taxes as income tax expense in the consolidated statements of operations.

Comprehensive Loss

Comprehensive loss is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investment owners and distributions to owners. The difference from reported net loss for the year ended December 31, 2011 related entirely to net unrealized gains on short-term investments. There was no difference from reported net loss for the year ended December 31, 2010. The difference from reported net loss for the year ended December 31, 2009 related entirely to the maturity of short-term investments and the realization of net unrealized gains on those short-term investments.

Research and Development Expenses

Research and development expenses are charged to expense as incurred. Research and development expenses include, but are not limited to, product development, clinical trial expenses, including supplies and devices, regulatory expenses, payroll and other personnel expenses, materials and consulting costs.

Patent Costs

Costs associated with the submission of a patent application are expensed as incurred given the uncertainty of the patents resulting in probable future economic benefits to the Company. Patent-related legal expenses included in general and administrative costs were $271,105, $306,181 and $231,291 for the years ended December 31, 2011, 2010 and 2009, respectively, and $2,164,282 for the period from December 19, 2002 (inception) to December 31, 2011.

Derivative Instruments

The Company accounts for outstanding warrants that are not indexed to the Company's stock or warrants issued when the Company has insufficient authorized and unissued stock available to share settle the outstanding warrants as derivative instruments, which require that the warrants be classified as a liability and measured at fair value with changes in fair value recognized currently in earnings and recorded separately in the consolidated statements of operations.

On July 6, 2006, the Company issued 24,605 Series C warrants upon closing the Series C convertible preferred stock financing with a fair value of $735,438 calculated using a Black-Scholes valuation model and the following assumptions: volatility of 55%, dividend rate of 0%, risk-free interest rate of 5.18%, and the maximum seven-year warrant life. In December 2006, the Company had insufficient authorized and unissued Series C stock available to share settle the outstanding Series C warrants which required the warrants to be classified as a liability. The fair market value of the warrants as of December 31, 2006 was $728,841. On May 14, 2007 the Company filed an amended certificate of incorporation to increase the number of authorized shares of Series C stock, resulting in sufficient authorized and unissued shares of Series C stock available to share settle the Series C warrants. The fair market value of the warrants on May 14, 2007 was determined to be $1,090,345. The change in fair value from December 31, 2006 to the amendment date of $361,504 was recorded as expense and the warrant liability was reclassified to additional paid-in capital.

Effective January 1, 2009, the Company adopted new authoritative accounting guidance regarding the financial reporting for outstanding equity-linked financial instruments. As a result of this change in accounting guidance, the Company assessed any outstanding equity-linked financial instruments and concluded that warrants issued in November 2008 with a recorded value of $1.4 million on December 31, 2008 were to be reclassified from equity to a liability. The cumulative effect of the change in accounting principle on January 1, 2009 was a $130,968 increase to the deficit accumulated during development stage. See Note 6 for details.

Stock-Based Compensation

Prior to January 1, 2006, the Company accounted for stock-based employee compensation using the intrinsic value method and recognized the expense over the option vesting period. The intrinsic value method is calculated as the difference, if any, between the fair value of the Company's stock and the exercise price on the date of the grant. The Company also followed the minimum value disclosure provisions.

Effective January 1, 2006, the Company adopted the fair value method of accounting for share-based payments, which superseded the previous accounting method, and requires compensation expense to be recognized using a fair-value-based method for costs related to all share-based payments including stock options. Companies are required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The Company adopted the new provisions using the prospective transition method, which requires that for nonpublic entities that used the minimum value method for either pro forma or financial statement recognition purposes, to apply the new accounting provisions only to option grants or modifications to existing options that occur after the required effective date. For options granted prior to January 1, 2006, the Company has continued to apply the intrinsic value provisions on any remaining unvested awards. All option grants valued after January 1, 2006 are expensed on a straight-line basis over the vesting period.

The fair value method is applied to all share-based payment awards issued to employees and where appropriate, nonemployees, unless another source of literature applies. When determining the measurement date of a nonemployee's share-based payment award, the Company measures the stock options at fair value and remeasures such stock options to the current fair value until the performance date has been reached.

Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is based on the weighted-average common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially dilutive shares are excluded when the effect would be to reduce a net loss per share. The Company's potential dilutive shares, which include outstanding common stock options, unvested common shares subject to repurchase and warrants, have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive.

The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2011, 2010 and 2009:


	Years ended December 31,
	2011			2010			2009
Numerator:
Net loss	$	(25,997,322	)	$	(17,347,387	)	$	(31,929,200	)

Denominator for basic and diluted net loss per share:
Weighted-average common shares outstanding		30,205,447			8,419,575			4,974,326
Weighted-average unvested common shares subject to repurchase		—			—			—

Denominator for net loss per common share—basic and diluted		30,205,447			8,419,575			4,974,326

Net loss per share—basic and diluted	$	(0.86	)	$	(2.06	)	$	(6.42	)

The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented:


	December 31,
	2011		2010		2009
Stock options outstanding		3,470,908		812,515		995,562
Warrants to purchase common stock		23,923,301		22,224,718		1,332,335

Recently Issued Accounting Standards

In April 2011, the Financial Accounting Standards Board (FASB) issued amendments to achieve common fair value measurement and disclosure requirements between accounting principles generally accepted in the United States of America and International Financial Reporting Standards. This new guidance amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. This new guidance is effective on a prospective basis for fiscal years and interim periods beginning after December 15, 2011. The Company does not expect the adoption of these amendments to have a material impact on the preparation of the consolidated financial statements.

In June 2011, the FASB issued new guidance on the presentation of comprehensive income. Specifically, the new guidance allows an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. The new guidance is effective retrospectively for fiscal years and interim periods beginning after December 15, 2011. The Company does not expect the adoption of this new guidance to have a material impact on the preparation of the consolidated financial statements.

There have been no other significant changes in recent accounting pronouncements during the fiscal year ended December 31, 2011.

Short-Term Investments And Fair Value Measurements

12 Months Ended

Dec. 31, 2011

Short-Term Investments And Fair Value Measurements [Abstract]

Short-Term Investments And Fair Value Measurements

(3)

Short-term Investments and Fair Value Measurements

Fair value of financial assets and liabilities is defined as the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

•

Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

•

Level 2—Quoted prices for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or model-derived valuations for which all significant inputs are observable, either directly or indirectly.

•

Level 3—Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

The Company's assets that are measured at fair value on a recurring basis are classified within Level 1 or Level 2 of the fair value hierarchy. The Company does not hold any assets that are measured at fair value using Level 3 inputs.

The types of instruments the Company invests in that are valued based on quoted prices in less active markets, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency include the Company's U.S. agency securities, commercial paper, U.S. corporate bonds and municipal obligations. Such instruments are classified by the Company within Level 2 of the fair value hierarchy. The Company values these types of assets using consensus pricing or a weighted average price, which is based on multiple pricing sources received from a variety of industry standard data providers (e.g. Bloomberg), security master files from large financial institutions, and other third-party sources. The multiple prices obtained are then used as inputs into a distribution-curve-based algorithm to determine the daily market price.

In addition, the Company recorded a financial liability in 2010 and 2009 related to warrants outstanding, which is fair valued using Level 3 inputs (see Note 6).

The following table sets forth by level, within the fair value hierarchy, the Company's financial assets accounted for at fair value as of December 31, 2011. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

All short-term investments at December 31, 2011 are classified as Level 2 and are as follows:


	Significant Other Observable Inputs Level 2
U.S. agency securities	$	1,005,411

Total	$	1,005,411

The Company did not hold any short-term investments classified as available for sale as of December 31, 2010 and did not hold any short-term investments classified as held to maturity as of December 31, 2011 and 2010.

The short-term investments available for sale at December 31, 2011 had effective maturities of less than one year. The amortized cost and fair value of short-term investments available for sale, and the related gross unrealized gains and losses, were as follows at December 31, 2011:


			Gross Unrealized
	Cost		Gains		Losses		Fair value
U.S. agency securities	$	1,004,719	$	692	$	—	$	1,005,411

Total	$	1,004,719	$	692	$	—	$	1,005,411

Property And Equipment

12 Months Ended

Dec. 31, 2011

Property And Equipment [Abstract]

Property And Equipment

(4)

Property and Equipment

Property and equipment consist of the following as of:


	December 31,
	2011			2010
Furniture and equipment	$	1,996,462		$	1,844,267
Computer hardware and software		474,236			439,546
Leasehold improvements		32,258			32,258

		2,502,956			2,316,071
Less accumulated depreciation and amortization		(1,872,602	)		(1,574,507	)

Property and equipment, net	$	630,354		$	741,564

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

Accrued Expenses

12 Months Ended

Dec. 31, 2011

Accrued Expenses [Abstract]

Accrued Expenses

(5)

Accrued Expenses

Accrued expenses consist of the following as of:


	December 31,
	2011		2010
Professional service related expenses	$	4,898,360	$	1,018,504
Payroll related expenses		1,169,941		1,091,978
Other expenses		305,069		427,889

Accrued expenses	$	6,373,370	$	2,538,371

Notes Payable

12 Months Ended

Dec. 31, 2011

Notes Payable [Abstract]

Notes Payable

(6)

Notes Payable

Notes payable consists of the following as of:


	December 31,
	2011			2010
Growth capital loan dated November 18, 2008 (net discounts of $216,711 and $421,874 at December 31, 2011 and 2010, respectively)	$	5,188,323		$	5,905,157
Less current portion		(2,307,162	)		(921,998	)

Total long-term debt	$	2,881,161		$	4,983,159

May 17, 2007 Debt Facility with Western Technology Investment

On May 17, 2007 the Company entered into a $15.0 million debt facility with Western Technology Investment (WTI) of which $5.0 million was drawn on May 22, 2007, $2.5 million was drawn on August 31, 2007 and $2.5 million was drawn on October 31, 2007. Each loan consisted of interest only payments for the first six months, except for the October 31, 2007 draw which was for the first four months, at an annual percentage rate of 12.48%, followed by 30 equal principal and interest installments at an annual percentage rate of 10.25%. Each loan included a final payment of 3.1% of the amount funded.

On November 21, 2008, the Company had outstanding $7,702,641 (principal of $6,939,610 and interest of $763,031) in total payments and $255,232 of unamortized discount on notes payable with WTI. Proceeds from a new debt agreement, discussed below, were used to repay all outstanding indebtedness under the previous WTI loan agreements.

Warrants Issued

Upon the closing of the initial commitment, the Company issued 11,326 Series C stock warrants with an exercise price of $48.56 per share and a seven year life. In accordance with the agreement, upon the closing of the IPO, the warrants were converted into warrants to purchase common stock, with all other terms unchanged.

In conjunction with the three growth capital loan draws between May and October 2007, the Company issued a total of 11,324 Series C stock warrants at an exercise price of $48.56 per share and a seven year life. In accordance with the agreement, upon the closing of the IPO, the warrants were converted into warrants to purchase common stock, with all other terms unchanged.

November 18, 2008 Debt Facility with Silicon Valley Bank, Venture Lending & Leasing V, Inc. and Compass Horizon Funding Company LLC

On November 18, 2008 the Company entered into a new Loan and Security Agreement (the Loan Agreement) with Silicon Valley Bank (SVB), Venture Lending & Leasing V, Inc. (a private equity fund under the management of WTI) and Compass Horizon Funding Company LLC (Horizon and, collectively with SVB and WTI, the Lenders), in an aggregate principal amount of up to $20.0 million. On November 21, 2008, SVB and WTI each funded a Term Loan in the aggregate principal amount of $10.0 million and $5.0 million, respectively. The additional $5.0 million Term Loan was automatically funded by Horizon on April 28, 2009 when the trading price of the Company's common stock on the NASDAQ Global Market exceeded a target amount specified in the Loan Agreement.

Interest-only payments were required on the Term Loans during a period beginning on the Term Loan funding date and continuing through June 30, 2009, followed thereafter by equal monthly payments of principal and interest over the remaining term of the Term Loan. Amounts borrowed under the Loan Agreement had an annual interest rate equal to 12.0% during the period of interest-only payments, and thereafter, at a rate of 11.0% per annum for the remainder of the term. Per the Loan Agreement, the Company is also required to make a final payment in an aggregate amount equal to 5.0% of the Term Loans funded by the Lenders (the Final Payment Fee).

The debt financing is collateralized by a first security priority lien on all of the Company's assets, excluding intellectual property. The Company has entered into account control agreements in order to perfect the Lenders' first security interest in the Company's cash and investment accounts.

On December 1, 2009 the Company voluntarily prepaid both the WTI and Horizon Term Loans in full, or $9,100,468 (principal of $8,522,346, interest accrued and not yet paid of $78,122 and the 5.0% Final Payment Fee of $500,000). The prepayment of the Term Loans also resulted in the acceleration of $601,505 of unamortized discount on notes payable, recorded as interest expense in 2009. Both WTI and Horizon released their right to future interest when the Term Loans were paid in full.

Warrants Issued

The Loan Agreement required the issuance of warrants to the Lenders with an aggregate exercise price equal to 11.0% of the loan commitment. The warrants give the Lenders the option to purchase either (i) shares of the Company's common stock with a per share exercise price equal to $9.51, or (ii) shares of the Company's stock (including common stock) issued in an equity financing that occured within 18 months after November 18, 2008 at the per share price of the stock sold in the financing. On November 18, 2008 (i) SVB was issued a warrant to purchase an aggregate number of shares equal to $1,100,000 divided by the per share exercise price of the warrant, (ii) WTI was issued a warrant to purchase an aggregate number of shares equal to $550,000 divided by the per share exercise price of the warrant, and (iii) Horizon received a warrant to purchase an aggregate number of shares equal to $55,000 divided by the per share exercise price of the warrant. On April 28, 2009 Horizon was issued an additional warrant to purchase an aggregate number of shares equal to $495,000 divided by the per share exercise price of the warrant in connection with the additional $5.0 million Term Loan that was automatically funded by Horizon pursuant to the Loan Agreement.

On November 18, 2008, the Company issued a total of 179,328 common stock warrants with an exercise price of $9.51 per share and a ten year life to the Lenders, or a calculated fair value of $1.4 million. This fair value was calculated using a Black-Scholes valuation model and the following assumptions: volatility of 78.9%, dividend rate of 0%, risk-free interest rate of 3.54% and a ten year life. The exercise price of the common stock warrants issued on November 18, 2008 was adjusted to $6.90, the price per share sold in an equity financing that closed on February 24, 2009 (see Note 7), resulting in an additional 67,773 common stock warrants for the Lenders. On April 28, 2009, the Company issued a total of 49,460 common stock warrants with an exercise price of $10.01 per share and a ten year life to Horizon, or a calculated fair value of $542,144. This fair value was calculated using a Black-Scholes valuation model and the following assumptions: volatility of 99.1%, dividend rate of 0%, risk-free interest rate of 3.00% and a ten year life. The exercise price of the common stock warrants issued to Horizon on both November 18, 2008 and April 28, 2009 was further adjusted to $4.80, the price per share sold in an equity financing that closed October 7, 2009 (see Note 7), resulting in an additional 57,152 common stock warrants for Horizon. The exercise price of Horizon's outstanding common stock warrants was further adjusted to $3.90, the price per share sold in an equity financing that closed January 20, 2010 (see Note 7), resulting in an additional 26,442 common stock warrants for Horizon.

As discussed in Note 2, effective January 1, 2009, as a result of a change in accounting guidance, the Company revalued the warrants issued in November 2008 and reclassified them from equity to a liability. The fair value of the warrant liability on January 1, 2009 was $1.5 million and the change in fair value was recorded as an increase to the deficit accumulated during development stage. This fair value was calculated using a weighted-average Black-Scholes valuation model and the following assumptions: volatility of 79.6%, dividend rate of 0%, risk-free interest rate of 2.24% and a remaining life of 9.88 years.

As of December 31, 2009, Horizon had outstanding 114,583 common stock warrants with an exercise price of $4.80 per share. The fair value of the warrant liability associated with these warrants was $471,585 as of December 31, 2009. This fair value was calculated using a weighted-average Black-Scholes valuation model and the following assumptions: volatility between 103.9% and 104.8%, dividend rate of 0%, risk-free interest rate of 3.84% and a remaining life between 8.89 and 9.33 years. The Company recorded a decrease of $119,904 in the change in value of the warrant liability for the year ended December 31, 2009 for this portion of the warrant liability.

As of December 31, 2010, Horizon had outstanding 141,025 common stock warrants with an exercise price of $3.90 per share. The fair value of the warrant liability associated with these warrants was $312,751 as of May 18, 2010, the date on which the warrants' down round protection expired. This Level 3 fair value was calculated using a weighted-average Black-Scholes valuation model and the following assumptions: volatility between 113.25% and 113.33%, dividend rate of 0%, risk-free interest rate of 3.38% and a remaining life between 8.51 and 8.95 years. As a result of the down round protection expiring, on May 18, 2010 the Company recorded a decrease of $158,834 in the change in value of the warrant liability for the year ended December 31, 2010 and reclassified the warrant liability to equity.

Warrants Exercised

On September 29, 2009, SVB completed a cashless exercise of the warrants issued to them as part of the Loan Agreement. SVB held a total of 159,420 common stock warrants with an exercise price of $6.90 per share. The cashless exercise of the warrants resulted in the Company issuing 125,470 shares of its common stock. The fair value of the warrant liability on the date of exercise was $4.8 million. This fair value was calculated using a weighted-average Black-Scholes valuation model and the following assumptions: volatility of 108.0%, dividend rate of 0%, risk-free interest rate of 3.29% and a remaining life of 9.14 years. As a result of the warrants being exercised, the warrant liability was reclassified to equity with $3.8 million being recorded as a change in value of the warrant liability for the year ended December 31, 2009.

On October 2, 2009, WTI completed a cashless exercise of the warrants issued to them as part of the Loan Agreement entered into on November 18, 2008. WTI held a total of 79,710 common stock warrants with an exercise price of $6.90 per share. The cashless exercise of the warrants resulted in the Company issuing 59,248 shares of its common stock. The fair value of the warrant liability on the date of exercise was $494,652. This fair value was calculated using a weighted-average Black-Scholes valuation model and the following assumptions: volatility of 108.0%, dividend rate of 0%, risk-free interest rate of 3.22% and a remaining life of 9.13 years. As a result of the warrants being exercised, the warrant liability was reclassified to equity with $1,210 being recorded as a change in value of the warrant liability for the year ended December 31, 2009. WTI also completed a cashless exercise of an additional 24,990 common stock warrants with an exercise price of $23.64 per share. The cashless exercise of the warrants resulted in the Company issuing 2,996 shares of its common stock. These warrants were not included as part of the warrant liability.

First Amendment to the Loan Agreement with Silicon Valley Bank Entered Into February 8, 2010

On February 8, 2010 the Company and SVB entered into a First Amendment (the Amendment) to the Loan Agreement, which reduced the annual interest rate from 11.0% to a fixed annual rate of 10.0%, payable monthly. This had the effect of reducing the monthly payment obligation from $383,532 to $380,421 commencing on March 1, 2010 and ending on December 1, 2011.

Pursuant to the Amendment, the conditions pursuant to which the Excluded Collateral (as defined in the Loan Agreement) will be deemed to be included as Collateral (as defined in the Loan Agreement) were changed from the failure to have five months of remaining liquidity to the occurrence of an Event of Default (as defined in the Loan Agreement) after the date of the Amendment or the lender's awareness after such date of an Event of Default that occurred on or before such date with written notice of such event delivered to the Company. In addition, the Amendment revised the financial covenants in the Loan Agreement to delete the covenant relating to five months of remaining liquidity and to change the liquidity ratio covenant to equal a ratio of (i) the sum of the Company's unrestricted cash and cash equivalents held with SVB and SVB's affiliates, divided by (ii) the outstanding principal amount of the Term Loan, which is not permitted to be less than 1.50:1.00. Finally, the Amendment added a new covenant, the breach of which would constitute an Event of Default. The new covenant required that the Company receive aggregate net proceeds of at least $4.0 million from new capital transactions after January 1, 2010 and before March 31, 2010 and to keep the proceeds of such transactions at SVB until used. The Company satisfied this new covenant with the closing, on January 20, 2010, of its sale of 1,239,717 shares of its common stock to certain institutional investors in a registered direct offering for gross proceeds of approximately $4.8 million, before deducting offering expenses.

Second Amendment to the Loan Agreement with Silicon Valley Bank Entered Into July 8, 2010

On July 8, 2010, the Company and SVB entered into a Second Amendment (the Second Amendment) to the Loan Agreement. The Second Amendment modified the repayment terms of the Term Loan such that from the date of the Second Amendment through December 31, 2010, the Company was only required to make interest only monthly payments on the Term Loan, thereby reducing its monthly debt payment. Then, beginning on January 1, 2011, the remaining balance due on the Term Loan would amortize over 30 equal payments of principal and interest, payable monthly. In addition, the Second Amendment amended the interest rate due on the remaining principal amount of the Term Loan from 10.0% to a fixed annual rate of 11.0%, payable monthly. The Second Amendment also revised the terms of the financial covenants in the Loan Agreement related to the liquidity ratio and new capital transactions. Pursuant to the Second Amendment, the liquidity ratio equals the ratio of (i) the sum of the Company's unrestricted cash and cash equivalents held with SVB and SVB's affiliates plus the Company's eligible accounts, divided by (ii) the outstanding principal amount of the Term Loan and is not permitted to be less than 1.00:1.00. Under the Loan Agreement, the liquidity ratio was not permitted to be less than 1.50:1.00. Pursuant to the Second Amendment, the Company was required to receive aggregate net proceeds from New Capital Transactions (as defined in the Loan Agreement) of not less than $2.0 million from the date of the Second Amendment through August 31, 2010, $7.0 million from the date of the Second Amendment through October 31, 2010, $15.0 million from the date of the Second Amendment through January 31, 2011 and $35.0 million from the date of the Second Amendment through June 30, 2011. If the Company met those financing requirements, it would satisfy the covenant; however, if it did not receive aggregate net proceeds from New Capital Transactions of at least $3.5 million from the date of the Second Amendment through August 31, 2010, $7.5 million from the date of the Second Amendment through October 31, 2010, $15.0 million from the date of the Second Amendment through January 31, 2011 and $35.0 million from the date of the Second Amendment through June 30, 2011, SVB's springing lien on the Company's intellectual property would convert to a full lien on the intellectual property as of the date such "Proposed Capital Raise" was missed. The Company received approximately $6.3 million from the sale of preferred stock and common stock warrants in a private placement transaction that closed on September 30, 2010, which was less than the amount required by the Second Amendment and resulted in the Company entering into a Third Amendment to the Loan Agreement with SVB on November 4, 2010. Finally, the Second Amendment, revised the definition of "Make-Whole Premium" so that only Term Loan payments of principal made after the date of the Second Amendment would be counted for purposes of determining whether the Company has made twelve regularly scheduled monthly payments of principal in accordance with Section 2.1.1(d) of the Loan Agreement when the Make-Whole Premium comes due.

Warrant Issued

The Second Amendment also required the issuance of a new warrant to SVB with an exercise price per share equal to the volume weighted average closing price of the Company's publicly traded common stock for the five trading days prior to the date of the Second Amendment. The warrant gives SVB the right to purchase a number of shares of the Company's common stock equal to $316,350 divided by the exercise price per share. On July 8, 2010, SVB was issued a warrant to purchase 150,642 shares of the Company's common stock with an exercise price of $2.10 per share.

Third Amendment to the Loan Agreement with Silicon Valley Bank Entered Into November 4, 2010

On November 4, 2010, the Company and SVB entered into a Third Amendment (the Third Amendment) to the Loan Agreement. The Third Amendment modified the New Capital Transaction covenant such that it waived the requirements to receive aggregate net proceeds from New Capital Transactions of not less than $3.5 million from the date of the Second Amendment through August 31, 2010 and $7.5 million from the date of the Second Amendment through October 31, 2010. The Third Amendment also modified the requirement to receive aggregate net proceeds from New Capital Transactions of not less than $15.0 million from the date of the Second Amendment through January 31, 2011 to $12.5 million and eliminated the requirement to receive aggregate net proceeds from New Capital Transactions of not less than $35.0 million from the date of the Second Amendment through June 30, 2011. Lastly, the Third Amendment suspended the liquidity ratio covenant, which was not permitted to be less than 1.00:1.00, until January 31, 2011. The Company agreed to maintain a blocked cash collateral account with funds equal to the principal balance outstanding until such time that certain conditions were met as defined by the Third Amendment. There were no changes to the repayment terms of the Term Loan as defined in the Second Amendment. The Company satisfied the New Capital Transaction covenant with the closing, on December 14, 2010, of its sale of 17,020,000 shares of its common stock together with warrants to purchase an additional 17,020,000 shares of common stock in a public offering for gross proceeds of approximately $29.8 million, before deducting offering expenses.

Fourth Amendment to the Loan Agreement with Silicon Valley Bank Entered Into March 3, 2011

On March 3, 2011 the Company entered into a Fourth Amendment (the Fourth Amendment) to the Loan Agreement with SVB. The Fourth Amendment modified the repayment terms of the Term Loan such that beginning April 1, 2011 through September 30, 2011, the Company was only required to make interest only monthly payments on the Term Loan. Then, beginning on October 1, 2011, the remaining balance due on the Term Loan started to amortize over 30 equal payments of principal and interest, payable monthly. In addition, the Fourth Amendment amended the interest rate due effective March 1, 2011 on the remaining principal amount of the Term Loan from 11.0% to a fixed annual rate of 6.25% if the liquidity ratio is greater than 1.50:1.00 and no Event of Default (as defined in the Loan Agreement) has occurred or is continuing or 9.00% if the liquidity ratio is less than 1.50:1.00 or an Event of Default has occurred or is continuing, payable monthly. The Fourth Amendment also reinstated the financial covenant related to the liquidity ratio, which is not permitted to be less than 1.00:1.00, and adds an EBITDA test should the liquidity ratio fall below 1.50:1.00. In addition, the Fourth Amendment amended the prepayment terms of the Loan Agreement such that a Make-Whole Premium equal to 1% of the amount of the Term Loan being prepaid will be due for any voluntary or required prepayment of the Term Loan occurring before the first anniversary of the Fourth Amendment, unless the Term Loan is being voluntarily prepaid and replaced with a new SVB facility. Lastly, the Fourth Amendment eliminated SVB's springing lien on the Company's intellectual property, the New Capital Transactions requirement and the requirement of the Third Amendment to maintain a blocked cash collateral account with funds equal to the principal balance outstanding.

The Company was in compliance with all covenants (as amended) related to the notes payable at December 31, 2011, and has not incurred any events of default as described in the terms of the notes payable agreements.

Scheduled debt principal payments are as follows as of December 31, 2011:


Years Ending December 31:
2012	$	2,307,162
2013		2,458,599
2014		639,273

		5,405,034
Less original issue discount		(216,711	)

Notes payable, net	$	5,188,323

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References + Details

Stock Sales

12 Months Ended

Dec. 31, 2011

Stock Sales [Abstract]

Stock Sales

(7)

Stock Sales

Private Placement—February 2009

On February 19, 2009, the Company entered into securities purchase agreements for the sale of 2,185,066 shares of its common stock, together with warrants to purchase an aggregate of 1,092,533 shares of its common stock, in a private placement transaction with several accredited investors (the Private Placement) including certain directors and officers of the Company (see Note 12). The aggregate purchase price per share and corresponding warrant was $7.28. The warrants are exercisable at any time and from time to time beginning on the date that was six months and one day after the closing of the Private Placement and ending four years after the closing of the Private Placement. The warrants have an exercise price of $8.28 per share, which equals 120% of the consolidated closing bid price of the Company's common stock as reported by the NASDAQ Global Market on February 19, 2009. On February 24, 2009, the Company completed the final closing of the Private Placement receiving gross proceeds of $15.9 million before deducting offering expenses. In addition, the placement agent received a warrant to purchase 36,373 shares of common stock in the same form as that issued to investors in the Private Placement.

Registered Direct Offerings

On October 2, 2009, the Company entered into a securities purchase agreement with certain institutional investors for the sale of 1,026,845 shares of its common stock in a registered direct offering, at a purchase price of $4.80 per share. On October 7, 2009, the offering closed and the Company received gross proceeds of $4.9 million before deducting offering expenses. No warrants were issued with the offering.

On January 14, 2010, the Company entered into a securities purchase agreement with certain institutional investors for the sale of 1,239,717 shares of its common stock in a registered direct offering, at a purchase price of $3.90 per share. On January 20, 2010, the offering closed and the Company received gross proceeds of $4.8 million before deducting offering expenses. No warrants were issued with the offering.

Private Placement—September 2010

On September 29, 2010, the Company entered into securities purchase agreements with several accredited investors, including certain directors and officers of the Company (see Note 12), for the sale of 3,394,309 shares of its Series A Non-Voting Convertible Preferred Stock (Preferred Stock) and 3,394,309 common stock warrants (Up Front Warrants) in a private placement transaction (the Private Placement), at a purchase price of $1.72 per share and $0.125 per warrant, respectively. On September 30, 2010, the Private Placement closed and the Company received gross proceeds of $6.3 million before deducting offering expenses.

The Up Front Warrants purchased have an exercise price per share of $2.15, or 125% of the original purchase price of the Preferred Stock and became exercisable on March 29, 2011.

On December 14, 2010, immediately following the completion of the public offering discussed below, all of the Company's outstanding Series A Non-Voting Convertible Preferred Stock automatically converted on a 1:1 basis into 3,394,309 shares of common stock in accordance with its terms.

Public Offering—December 2010

On December 14, 2010, the Company closed a public offering, selling 17,020,000 shares of common stock together with warrants to purchase an additional 17,020,000 shares of common stock at an aggregate price of $1.75 per share and corresponding warrant, for gross proceeds of $29.8 million before deducting offering expenses. This includes the full exercise of the over-allotment option by Craig-Hallum Capital Group LLC (the Underwriter) of 2,220,000 shares of common stock together with warrants to purchase 2,220,000 shares of common stock. Certain directors and officers of the Company participated in the public offering (see Note 12). The warrants have an exercise price of $2.19 per share of common stock and became exercisable on June 13, 2011.

Pursuant to the terms of the Underwriting Agreement, the Company issued a warrant to purchase 340,400 shares of the Company's common stock at an exercise price of $2.19 per share to the Underwriter (the Underwriter Warrant). The Underwriter purchased the Underwriter Warrant from the Company for $100 as partial compensation for its services as underwriter to the Company in connection with the Company's public offering. The Underwriter Warrant became exercisable on June 13, 2011 and the exercise period will end five years from December 8, 2010, the date of effectiveness of the Registration Statement. The Underwriter Warrant does not allow for cashless exercise. The fair value of the Underwriter Warrant on the date of issuance was $794,869. This fair value was calculated using a Black-Scholes valuation model and the following assumptions: volatility 126.3%, dividend rate of 0%, risk-free interest rate of 2.08% and a five year life.

Public Offering—September 2011

On September 28, 2011, the Company closed a public offering, selling 8,800,000 shares of common stock, together with warrants to purchase approximately 1,760,000 shares of common stock at an aggregate price of $1.65 per share and corresponding warrant, for gross proceeds of $14.5 million before deducting offering expenses. Certain directors of the company participated in the public offering (see Note 12).

The warrants have an exercise price of $1.90 per share of common stock and are exercisable for a period of five years from September 28, 2011. Holders of the warrants are not permitted to exercise those warrants for an amount of common stock that would result in the holder owning more than 19.99% of the Company's common stock. The warrants may be redeemed in whole or in part at the option of the Company, at a redemption price of $0.01 per warrant at any time after any date on which the closing sale price of the common stock, as reported on the principal exchange or trading facility on which it is then traded, has equaled or exceeded $1.00 more than the exercise price of the warrants for 10 consecutive trading days. The Company is required to provide 30 days' prior written notice to the warrantholder of the Company's intention to redeem the warrant; provided, that the Company may not provide this notice until the earlier of (i) 30 days following the date the Company initially releases the results of the blinded portion of the ReCharge trial or (ii) June 30, 2013. The Company may not redeem any portion of a warrant if, had the holder exercised that portion of the warrant in lieu of redemption, it would have resulted in such holder owning more than 19.99% of the common stock outstanding after such exercise.

- Definition

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 43
-Chapter 1
-Section B
-Paragraph 7, 11A
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 129
-Paragraph 2, 3, 4, 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Number 210
-Section 08
-Article 4

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 29, 30, 31
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 10: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 11: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Reference 22: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Convertible Preferred Stock

12 Months Ended

Dec. 31, 2011

Convertible Preferred Stock [Abstract]

Convertible Preferred Stock

(8)

Convertible Preferred Stock

The Company's Amended and Restated Certificate of Incorporation, currently authorizes 5,000,000 shares of $0.01 par value convertible preferred stock. As of December 31, 2011 and 2010, there were no shares of convertible preferred stock issued or outstanding as all shares of Series A, Series B and Series C convertible preferred stock converted into shares of common stock upon completion of the Company's IPO utilizing the quotient obtained by dividing the original purchase price per share of $6.5593, $3.9430 and $8.0926 by $4.2379, $3.9430 and $8.0926 per share, respectively, and all shares of Series A convertible preferred stock issued with the September 29, 2010 private placement converted to common stock on a 1:1 basis upon the December 14, 2010 closing of the Company's public offering (see Note 7).

Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Taxes

(9)

Income Taxes

The Company has incurred net operating losses (NOLs) since inception. The Company has not reflected any benefit of such net operating loss carryforwards in the accompanying consolidated financial statements.

The income tax expense benefit differed from the amount computed by applying the U.S. federal income tax rate of 34% to income before income taxes as a result of the following:


	2011			2010			2009
Computed 'expected' tax benefit		34.0	%		34.0	%		34.0	%
Other permanent adjustments		-1.8	%		-3.8	%		-6.3	%
Research and development credit		1.6	%		1.2	%		1.2	%
Federal valuation allowance		-33.8	%		-31.4	%		-28.9	%

		0.0	%		0.0	%		0.0	%

The tax effect of temporary differences that give rise to significant portions of the deferred tax assets as of December 31 is presented below:


	2011			2010
Deferred tax assets (liabilities):
Start-up costs	$	10,751,000		$	13,002,000
Capitalized research and development costs		13,201,000			19,239,000
Reserves and accruals		2,299,000			1,530,000
Property and equipment		23,000			628,000
Research and development credit		462,000			2,292,000
Net operating loss carryforwards		5,127,000			21,369,000

Total gross deferred tax assets		31,863,000			58,060,000
Valuation allowance		(31,863,000	)		(58,060,000	)

Net deferred tax assets	$	—		$	—

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. In addition, certain limitations imposed under the Internal Revenue Code (IRC) could further limit the Company's realization of these deferred tax assets in the event of changes in ownership of the Company (as described below).

Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is more likely than not that the Company will not realize the benefits of these deductible differences. Accordingly, the Company has provided a valuation allowance against the gross deferred tax assets as of December 31, 2011 and 2010.

As of December 31, 2011, the Company has generated U.S. federal net operating loss carryforwards of approximately $60.2 million. Of this amount, approximately $12.5 million are available for utilization after the application of Section 382 limitations described below. Of the total federal net operating loss, $221,000 would result in tax benefits recorded to additional paid-in capital. The federal net operating loss carryforwards expire in the years 2022 through 2031.

The IRC imposes restrictions on the utilization of various carryforward tax attributes in the event of a change in ownership of the Company, as defined by IRC Section 382. In addition, IRC Section 382 may limit the Company's built-in items of deduction, including capitalized start-up costs and research and development costs. During 2011, the Company completed an IRC Section 382 review and the results of this review indicate ownership changes have occurred which would cause a limitation on the utilization of carryforward attributes. The Company's gross net operating loss carryforwards, start-up costs and research and development credits are all subject to limitation. Under these tax provisions, the limitation is applied first to any built in losses, then to any net operating losses and then to any general business credits. The Section 382 limitation and accompanying recognized built-in loss limitation is currently estimated to result in the expiration of $47.7 million of the Company's gross federal net operating loss carryforward, as well as a write-off of $5.9 million of capitalized start-up costs, $30.7 million of capitalized research and development costs, $1.5 million of property and equipment and $2.4 million of research and development credits.

As of December 31, 2011 and 2010, there were no unrecognized tax benefits. Accordingly, a tabular reconciliation from beginning to ending periods is not provided. The Company will classify any future interest and penalties as a component of income tax expense if incurred. To date, there have been no interest or penalties charged or accrued in relation to unrecognized tax benefits.

The Company does not anticipate that the total amount of unrecognized tax benefits will change significantly in the next twelve months.

The Company is subject to federal examinations for the years 2008 forward. There are no tax examinations currently in progress.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

+ Details

Stock Options

12 Months Ended

Dec. 31, 2011

Stock Options [Abstract]

Stock Options

(10)

Stock Options

The Company has adopted the EnteroMedics Inc. 2003 Stock Incentive Plan (the Plan) that includes both incentive stock options and nonqualified stock options to be granted to employees, officers, consultants, independent contractors, directors and affiliates of the Company. At December 31, 2011 and 2010, according to the Plan, 4,300,000 and 2,300,000 shares, respectively, have been authorized and reserved. The board of directors establishes the terms and conditions of all stock option grants, subject to the Plan and applicable provisions of the Internal Revenue Code. Incentive stock options must be granted at an exercise price not less than the fair market value of the common stock on the grant date. The options granted to participants owning more than 10% of the Company's outstanding voting stock must be granted at an exercise price not less than 110% of fair market value of the common stock on the grant date. The options expire on the date determined by the board of directors, but may not extend more than 10 years from the grant date, while incentive stock options granted to participants owning more than 10% of the Company's outstanding voting stock expire five years from the grant date. The vesting period for employees is generally over four years. The vesting period for nonemployees is determined based on the services being provided.

On May 5, 2011, the annual meeting of stockholders was held and the stockholders approved an amendment to the Company's 2003 Stock Incentive Plan to increase the number of shares authorized under the plan by 2,000,000.

On October 29, 2010, a special meeting of stockholders was held and the stockholders approved amendments to the company's 2003 Stock Incentive Plan to (a) increase the number of shares authorized under the plan by 1,149,817 and (b) allow for a one-time stock option exchange program.

The stock option exchange program was an offer by the Company to all of its employees (including executive officers) to exchange some or all of their outstanding options to purchase the Company's common stock for fewer new options with exercise prices equal to the closing price per share of the Company's common stock on the NASDAQ Capital Market on the date of grant (the Offer). A stock option was eligible for exchange if: (i) it had an exercise price of greater than $6.00 per share; (ii) it was not granted in connection with the performance of consulting services for the Company; (iii) it was held by an employee of the Company who was eligible to participate in the Offer; and (iv) it remained outstanding (i.e. unexpired and unexercised) as of the date of grant of the new options (such options are referred to herein as Eligible Options). There were 481,288 Eligible Options and on October 29, 2010, the Offer expired with a total of 481,288 shares of common stock underlying Eligible Options being validly tendered and not withdrawn. The Company granted new options to purchase 384,629 shares of the Company's common stock in exchange for the cancellation of the tendered Eligible Options. The exercise price of the new stock options is $1.90 and the new options vest such that one-third of the shares underlying the option are immediately vested on the date of grant and the remaining shares vest monthly for 24 months. Each new option is a non-qualified stock option for U.S. federal income tax purposes and has a term of seven years from the date of grant.

The Eligible Options were exchanged using the below exchange ratios, which were designed to result in the fair value of the new options being approximately equal in the aggregate to the fair value of the Eligible Options that were tendered for cancellation in the exchange offer.


If the Per Share Price of the Eligible Option was		The Exchange Ratio was (Eligible Option to New Option)
$6.00 to $9.99		1.03 to 1.00
$10.00 to $19.99		1.10 to 1.00
$20.00 to $29.99		1.20 to 1.00
$30.00 to $39.99		1.26 to 1.00
$40.00 and up		1.37 to 1.00

The exchange of options pursuant to the option exchange program is characterized as a modification of the existing option awards in accordance with the fair value method of accounting for share-based payments. However, no additional expense will be recognized as the modification was value neutral. To be value neutral, the fair value of the stock options tendered as calculated immediately prior to their tender must be at least equal to the fair value of the stock options received by employees in the option exchange program. Any previously unrecognized compensation expense from the tendered stock options and incremental compensation costs associated with the new stock options received in the option exchange program will be recognized over the appropriate vesting period.

Stock option activity is as follows:


	Shares Available For Grant			Outstanding Options					Aggregate Intrinsic Value
	Shares Available For Grant			Number of Shares			Weighted-Average Exercise Price		Aggregate Intrinsic Value
Shares reserved at Plan inception		7,143			—		$	—

Balance, December 31, 2003		7,143			—			—
Shares reserved		73,260			—			—
Options granted		(57,466	)		57,466			2.76
Options exercised		—			—			—
Options cancelled		641			(641	)		2.76

Balance, December 31, 2004		23,578			56,825			2.76
Shares reserved		113,148			—			—
Options granted		(84,028	)		84,028			2.76
Options exercised		—			(4,926	)		2.76
Options cancelled		7,209			(7,209	)		2.76

Balance, December 31, 2005		59,907			128,718			2.76
Shares reserved		94,449			—			—
Options granted		(113,277	)		113,277			6.90
Options exercised		—			(14,498	)		2.76
Options cancelled		17,237			(17,237	)		2.76

Balance, December 31, 2006		58,316			210,260			5.00
Shares reserved		362,183			—			—
Options granted		(176,098	)		176,098			45.78
Options exercised		—			(5,851	)		3.65
Options cancelled		30,416			(30,416	)		74.71

Balance, December 31, 2007		274,817			350,091			19.48
Shares reserved		—			—			—
Options granted		(221,838	)		221,838			45.56
Options exercised		—			(16,820	)		3.89
Options cancelled		89,019			(89,019	)		38.69

Balance, December 31, 2008		141,998			466,090			28.79
Shares reserved		500,000			—			—
Options granted		(692,645	)		692,645			14.68
Options exercised		—			(13,437	)		2.79
Options cancelled		149,736			(149,736	)		31.20

Balance, December 31, 2009		99,089			995,562			18.96
Shares reserved		1,149,817			—			—
Options granted		(423,789	)		423,789			1.96
Options exercised		—			(8,592	)		2.76
Options cancelled		598,244			(598,244	)		25.29

Balance, December 31, 2010		1,423,361			812,515			5.60	$	506,261

Shares reserved		2,000,000			—			—
Options granted		(2,716,464	)		2,716,464			2.44
Options exercised		—			(1,139	)		1.90
Options cancelled		56,932			(56,932	)		3.21

Balance, December 31, 2011		763,829			3,470,908		$	3.17	$	—

The options outstanding, vested and currently exercisable by exercise price at December 31, 2011:


Outstanding Options and Expected to Vest							Options Exercisable and Vested
Exercise Price	Number of Shares Outstanding		Weighted-Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Number of Options		Weighted-Average Exercise Price		Aggregate Intrinsic Value
$1.75		10,000		8.7	$	—		3,958	$	1.75	$	—
1.90		1,058,826		8.4		—		277,974		1.90		—
2.42		11,000		9.7		—		10,000		2.42		—
2.52		14,161		8.4		—		9,059		2.52		—
2.58		1,008,235		9.1		—		233,848		2.58		—
2.63		170,000		9.4		—		43,019		2.63		—
2.67		750,500		9.5		—		78,177		2.67		—
2.76		146,981		3.6		—		99,231		2.76		—
2.77		1,347		4.0		—		1,347		2.77		—
2.78		173		4.3		—		173		2.78		—
2.79		68		4.3		—		68		2.79		—
2.81		81		2.7		—		81		2.81		—
3.24		12,500		8.1		—		9,259		3.24		—
3.78		169,154		7.9		—		169,154		3.78		—
8.40		4,166		7.1		—		4,079		8.40		—
11.46		27,472		4.8		—		27,472		11.46		—
11.58		12,912		7.3		—		11,694		11.58		—
13.80		29,166		7.4		—		25,115		13.80		—
22.20		2,083		7.5		—		2,083		22.20		—
26.40		3,333		6.4		—		3,333		26.40		—
26.41		1,666		6.4		—		1,666		26.41		—
30.36		3,333		7.7		—		3,333		30.36		—
31.17		583		5.1		—		583		31.17		—
44.77		9,156		5.3		—		9,156		44.77		—
48.01		22,913		6.2		—		22,913		48.01		—
48.96		1,099		5.7		—		1,099		48.96		—

		3,470,908			$	—		1,047,874	$	4.91	$	—

Stock-Based Compensation for Nonemployees

Stock-based compensation expenses related to stock options granted to nonemployees is recognized as the stock options are earned. The Company believes that the fair value of the stock options is more reliably measurable than the fair value of the services received. The fair value of the stock options granted is calculated at each reporting date, using the Black-Scholes option-pricing model, until the award vests or there is a substantial disincentive for the nonemployee not to perform the required services. The fair value for the years ended December 31, 2011, 2010 and 2009 was calculated using the following assumptions, defined below:


	Years Ended December 31,
	2011	2010	2009
Risk-free interest rates	0.26%–3.45%	2.82%–3.81%	2.68%–3.71%
Expected life	2.04 years–9.95 years	9.01 years–9.87 years	6.00 years–9.98 years
Expected dividends	0%	0%	0%
Expected volatility	79.50%–123.80%	113.25%–127.93%	99.70%–108.10%

Stock-based compensation expense charged to operations on options granted to nonemployees for the years ended December 31, 2011, 2010 and 2009 was $75,614, $33,204 and $210,075, respectively, and $1,557,411 for the period from December 19, 2002 (inception) to December 31, 2011.

Employee Stock-Based Awards Granted on or Subsequent to January 1, 2006

On January 1, 2006, the Company adopted the fair value method of accounting for the issuance of stock-based payments, using the prospective transition method. Under this transition method, beginning January 1, 2006, compensation cost recognized includes: (a) compensation cost for all stock-based awards granted prior to, but not yet vested as of December 31, 2005, based on the intrinsic value method, and (b) compensation cost for all stock-based payments granted or modified subsequent to December 31, 2005, based on the estimated grant-date fair value.

Compensation cost for employee stock-based awards is based on the estimated grant-date fair value and is recognized over the vesting period of the applicable award on a straight-line basis. The weighted average estimated fair value of the employee stock options granted for the years ended December 31, 2011, 2010 and 2009 was $2.13, $0.13 and $11.62 per share, respectively. The weighted average estimated fair value of the employee stock options granted for the year ended December 31, 2010, excluding options granted pursuant to the option exchange program, was $1.97 per share.

The Company uses the Black-Scholes pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant is affected by the Company's stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company's expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. The estimated grant-date fair values of the employee stock options were calculated using the Black-Scholes valuation model, based on the following assumptions for the years ended December 31, 2011, 2010 and 2009:


	Years Ended December 31,
	2011	2010	2009
Risk-free interest rates	1.13%–2.68%	0.89%–2.62%	1.90%–2.99%
Expected life	5.42 years–6.25 years	4.00 years–6.25 years	5.25 years–6.25 years
Expected dividends	0%	0%	0%
Expected volatility	114.80%–124.40%	113.20%–124.78%	88.10%–103.20%

Expected Life. The expected life is based on the "simplified" method described in the SEC Staff Accounting Bulletin, Topic 14: Share-Based Payment.

Volatility. Since the Company was a private entity for most of 2007 and a limited amount of historical data regarding the volatility of its common stock is available, the expected volatility used for 2011, 2010 and 2009 is based on both the volatility of similar entities, referred to as "guideline" companies, and the Company's historical volatility. In evaluating similarity, the Company considered factors such as industry, stage of life cycle and size.

Risk-Free Interest Rate. The risk-free rate is based on the daily yield curve rate from the U.S. Treasury with remaining terms similar to the expected term on the options.

Dividend Yield. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future, and, therefore, used an expected dividend yield of zero in the valuation model.

Forfeitures. The Company is required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. If the Company's actual forfeiture rate is materially different from its estimate, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period.

As of December 31, 2011 there was $6.0 million of total unrecognized compensation costs related to non-vested stock option awards granted after January 1, 2006, which are expected to be recognized over a weighted-average period of 2.95 years.

The aggregate intrinsic value of stock options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) exercised during the years ended December 31, 2011, 2010 and 2009, was $588, $12,385, and $92,929, respectively.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 40
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

+ Details

Warrants

12 Months Ended

Dec. 31, 2011

Warrants [Abstract]

Warrants

(11)

Warrants

Stock warrant activity is as follows:


	Common Shares			Price(1)		Series A Preferred Shares			Price(1)		Series B Preferred Shares			Price(1)		Series C Preferred Shares			Price(1)
Balance as of:
December 31, 2002		—					—					—					—
Granted		—					20,963		$	5.46		3,916		$	23.68		—
Exercised		—					—					—					—
Cancelled		—					—					—					—

December 31, 2003		—					20,963		$	5.46		3,916		$	23.68		—
Granted		—					—					16,859		$	23.68		—
Exercised		—					(20,963	)	$	8.95		—					—
Cancelled		—					—					—					—

December 31, 2004		—					—					20,775		$	23.68		—
Granted		28,385		$	2.76		—					11,624		$	23.68		—
Exercised		—					—					—					—
Cancelled		—					—					—					—

December 31, 2005		28,385		$	2.76		—					32,399		$	23.68		—
Granted		—					—					5,811		$	23.68		24,605		$	48.56
Exercised		—					—					—					—
Cancelled		—					—					—					—

December 31, 2006		28,385		$	2.76		—					38,210		$	23.68		24,605		$	48.56
Granted(2)		—					—					—					22,650		$	48.56
Exercised		—					—					—					—
Cancelled		—					—					—					—
Converted upon close of IPO		85,465		$	37.44		—					(38,210	)	$	23.68		(47,255	)	$	48.56

December 31, 2007		113,850		$	28.79		—					—					—
Granted(2)		179,328		$	9.51		—					—					—
Exercised		—					—					—					—
Cancelled		—					—					—					—

December 31, 2008		293,178		$	17.00		—					—					—
Granted(2)(3)		1,540,036		$	7.86		—					—					—
Exercised(3)		(264,120	)	$	8.49		—					—					—
Cancelled(3)		(236,759	)	$	9.53		—					—					—

December 31, 2009		1,332,335		$	9.44		—					—					—
Granted(2)(3)		21,046,376		$	2.19		—					—					—
Exercised		—					—					—					—
Cancelled(3)		(153,993	)	$	5.78		—					—					—

December 31, 2010		22,224,718		$	2.60		—					—					—
Granted(2)		1,759,997		$	1.90		—					—					—
Exercised		(59,219	)	$	2.19		—					—					—
Cancelled		(2,195	)	$	23.68		—					—					—

December 31, 2011		23,923,301		$	2.41		—					—					—

(1)	Represents weighted-average exercise price per share.

(2)	See Notes 6 and 7 for discussions relating to the issuance of warrants in 2011, 2010, 2009, 2008 and 2007.

(3)	See Note 6 for discussions relating to both the cashless exercises of warrants in 2009 and the cancellation and reissuance of warrants following down round equity financings.

At December 31, 2011 and 2010, the weighted-average remaining contractual life of outstanding warrants was 4.32 and 5.29 years, respectively. All of the warrants outstanding are currently exercisable at the option of the holder into the equivalent number of shares of common stock.

Related Party Transactions

12 Months Ended

Dec. 31, 2011

Related Party Transactions

(12)

Related Party Transactions

Private Placements

As discussed in Note 7, on February 19, 2009, the Company entered into securities purchase agreements for the sale of 2,185,066 shares of its common stock, together with warrants to purchase an aggregate of 1,092,533 shares of its common stock, in a private placement transaction. The following officers, directors and principal stockholders, each purchased shares of common stock and warrants in the private placement at an aggregate price of $7.28 per share and corresponding warrant. The shares purchased, together with the proceeds, before expenses to the Company, are shown in the table below:


Beneficial Owner	Shares Purchased		Warrants Purchased		Net Proceeds, before expenses, to the Company
MPM Capital		294,252		147,122	$	2,140,669
Bay City Capital		274.915		137,456		2,000,000
Aberdare Ventures		206,186		103,092		1,500,000
InterWest Partners		113,067		56,533		822,563
Bobby I. Griffin		34,365		17,182		250,000
Mark B. Knudson, Ph.D.		10,997		5,498		80,000
Greg S. Lea		2,750		1,374		20,000

As discussed in Note 7, on September 29, 2010, the Company entered into securities purchase agreements for the sale of 3,394,309 shares of its Series A Non-Voting Convertible Preferred Stock and 3,394,309 common stock warrants, in a private placement transaction. The following officers, directors and principal stockholders, each purchased shares of preferred stock at a price of $1.72 per share and common stock warrants at a price of $0.125 per share. The shares purchased, together with the proceeds, before expenses to the Company, are shown in the table below:


Beneficial Owner	Shares Purchased		Warrants Purchased		Net Proceeds, before expenses, to the Company
MPM Capital		704,607		704,607	$	1,300,000
Bay City Capital		1,626,016		1,626,016		3,000,000
Aberdare Ventures		406,504		406,504		750,000
Charter Life Sciences		216,802		216,802		400,000
Paul Klingenstein		16,525		16,525		30,488
Nicholas L. Teti, Jr.		10,840		10,840		20,000

Luke Evnin, Ph.D. is a director of the Company and is a member of MPM BioVentures III LLC and a manager of MPM Asset Management Investors 2002 BVIII LLC. Carl Goldfischer, M.D. is a director of the Company and is a managing director of Bay City Capital LLC. Paul H. Klingenstein is a director of the Company and is a managing partner of the Aberdare Funds. Ellen Koskinas served as a director of the Company until her resignation, effective April 3, 2009, and was a venture member of InterWest Management Partners IX, LLC. Donald C. Harrison, M.D. served as a director of the Company until his resignation, effective May 5, 2011, and is a managing partner of Charter Life Sciences, L.P. Bobby I. Griffin is a director of the Company. Nicholas L. Teti, Jr. is a director of the Company. Mark B. Knudson, Ph.D. is the Company's President, Chief Executive Officer and Chairman of the Board. Greg S. Lea is the Company's Senior Vice President and Chief Financial Officer.

Public Offerings

As discussed in Note 7, on December 14, 2010, the Company closed a public offering, selling 17,020,000 shares of common stock together with warrants to purchase an additional 17,020,000 shares of common stock at an aggregate price of $1.75 per share and corresponding warrant. The following officers, directors and principal stockholders, each purchased shares of common stock and warrants at an aggregate price of $1.75 per share and corresponding warrant. The shares purchased, together with the proceeds, before expenses to the Company, are shown in the table below:


Beneficial Owner	Shares Purchased		Warrants Purchased		Net Proceeds, before expenses, to the Company
Bay City Capital		1,700,000		1,700,000	$	2,975,000
Mark B. Knudson, Ph.D.		25,000		25,000		43,750
Greg S. Lea		10,000		10,000		17,500

As discussed in Note 7, on September 28, 2011, the Company closed a public offering, selling 8,800,000 shares of common stock together with warrants to purchase approximately 1,760,000 shares of common stock at an aggregate price of $1.65 per share and corresponding warrant. The following principal stockholder, purchased shares of common stock and warrants at a price of $1.65 per share and corresponding warrant. The shares purchased, together with the proceeds, before expenses to the Company, are shown in the table below:


Beneficial Owner	Shares Purchased		Warrants Purchased		Net Proceeds, before expenses, to the Company
Bay City Capital		840,000		167,999	$	1,386,000

Carl Goldfischer, M.D. is a director of the Company and is a managing director of Bay City Capital LLC. Mark B. Knudson, Ph.D. is the Company's President, Chief Executive Officer and Chairman of the Board. Greg S. Lea is the Company's Senior Vice President and Chief Financial Officer.

Consulting Agreement—Anthony Jansz

Effective June 1, 2011, the Company entered into a four year consulting agreement with Anthony Jansz, who is a member of the board of directors. Pursuant to the agreement, in exchange for consulting services provided, Mr. Jansz was entitled to receive a consulting fee of $96,000 AUD (approximately $98,000 USD as of December 31, 2011) per year and the reimbursement of reasonable expenses. Mr. Jansz also received an option to purchase 50,000 shares of common stock at $2.76 per share that vests in 48 equal monthly installments beginning on July 1, 2011. The full grant date fair value of the option grant was approximately $108,000.

Total stock-based compensation expense recorded was approximately $10,000 for the year ended December 31, 2011. In addition to the option grant, the Company paid Mr. Jansz approximately $67,000 in fees and expenses for consulting services provided during the year ended December 31, 2011.

Consulting Agreement—Nicholas L. Teti, Jr.

On May 28, 2009 the Company entered into a one-year consulting agreement effective June 1, 2009 with Nicholas L. Teti, Jr., who is a member of the board of directors. Pursuant to the agreement, in exchange for consulting services provided, Mr. Teti was entitled to receive a consulting fee of $275,000 per year and the reimbursement of reasonable expenses. Mr. Teti also received an option to purchase 25,000 shares of common stock at $13.80 per share that vests in 36 equal monthly installments following the date of grant. The full grant date fair value of the option grant was approximately $314,000.

On February 10, 2010, the Company entered into a new agreement with Mr. Teti, which was effective as of February 1, 2010 and ended on July 30, 2010. In connection with entering into the new agreement, Mr. Teti and the Company agreed to terminate Mr. Teti's prior consulting agreement. However, the options that Mr. Teti received in connection with the prior agreement will continue to vest in accordance with their terms. Pursuant to this agreement, in exchange for consulting services provided, Mr. Teti was entitled to receive a consulting fee of $15,417 per month and one-third of Mr. Teti's administrative assistant expenses. Mr. Teti also received an option to purchase 12,500 shares of common stock at $3.24 per share that vests such that one-third of the options vested immediately with the remainder vesting in 36 equal monthly installments following the date of grant.

On August 1, 2010, the Company entered into a new agreement with Mr. Teti, which was effective from August 1, 2010 through January 31, 2011. Pursuant to this agreement, in exchange for consulting services provided, Mr. Teti was entitled to receive a consulting fee of $7,000 per month and one-third of Mr. Teti's administrative assistant expenses.

On October 1, 2010, the Company amended the August 1, 2010 agreement with Mr. Teti, which was effective from October 1, 2010 through January 31, 2011. Pursuant to this agreement, in exchange for up to ten hours of consulting services provided per month, Mr. Teti was entitled to receive a consulting fee of $175 an hour. Reimbursement of Mr. Teti's administrative assistant expenses was eliminated with this amendment.

Total stock-based compensation expense recorded was approximately $0, $32,000 and $41,000 for the years ended December 31, 2011, 2010 and 2009, respectively. In addition to the option grant, the Company paid Mr. Teti approximately $0, $184,000 and $268,000 in fees and expenses for consulting services rendered during the years ended December 31, 2011, 2010 and 2009, respectively.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
-Paragraph k

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 3A
-Section 04
-Paragraph b

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Section 50
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

+ Details

Commitments And Contingencies

12 Months Ended

Dec. 31, 2011

Commitments And Contingencies [Abstract]

Commitments And Contingencies

(13)

Commitments and Contingencies

Effective October 1, 2008 the Company entered into a seven-year non-cancelable operating lease agreement for office/warehouse space. The lease expires on September 30, 2015 with monthly base rent ranging from $19,570 to $24,643. Total rent expense recognized for the years ended December 31, 2011, 2010 and 2009 was $270,872, $270,872 and $270,872 respectively, and $1,353,056 for the period from December 19, 2002 (inception) to December 31, 2011. Facility related expenses are included as general and administrative costs on the consolidated statements of operations.

The following is a schedule of total future minimum lease payments due as of December 31, 2011:


Years ending December 31:
2012	$	280,055
2013		285,656
2014		291,369
2015		221,789

	$	1,078,869

The Company is exposed to product liability claims that are inherent in the testing, production, marketing and sale of medical devices. Management believes any losses that may occur from these matters are adequately covered by insurance, and the ultimate outcome of these matters will not have a material effect on the Company's financial position or results of operations. The Company is not currently a party to any litigation and is not aware of any pending or threatened litigation that could have a material adverse effect on the Company's business, operating results or financial condition.

In 2005, EnteroMedics entered into an exclusive collaborative obesity device research and development agreement with the Mayo Foundation for Medical Education and Research (Mayo Foundation), Rochester, Minnesota. Through this agreement, EnteroMedics will collaborate with a group of physicians and researchers at Mayo Clinic in the field of obesity. Under the terms of this five-year agreement, EnteroMedics and this group of Mayo specialists collectively worked toward the development of new and innovative medical devices for the treatment of obesity. The agreement also includes a similar collaboration for the development of products to address a wide variety of disorders susceptible to treatment by electrically blocking neural impulses on the vagus nerve.

Under this agreement, the Company issued 36,630 shares of common stock to the Mayo Foundation in 2005 and recorded $100,000 as deferred compensation, which was amortized over the term of the five-year agreement and was fully amortized in 2010. In accordance with the agreement, upon the closing of the IPO in November 2007, the Company was also obligated to issue 34,341 shares of common stock as consideration to the Mayo Foundation and recorded a one-time stock-based compensation expense of $1.7 million. The stock-based compensation expense is recorded on the consolidated statements of operations as research and development expense.

The Company may also be obligated to pay the Mayo Foundation, contingent upon the occurrence of certain future events, earned royalty payments, including a minimum annual royalty as defined by the agreement, for the commercial sale of products developed and patented by the Mayo Foundation, jointly patented by the Company and the Mayo Foundation, or a product where the Mayo Foundation provided know-how as defined by the agreement. If no products are patented, the minimum royalty is not due. The Mayo Foundation received an annual $250,000 retainer fee which commenced in 2005 and continued through January 2009. The annual retainer fee paid to the Mayo Foundation is recorded on the consolidated statements of operations as research and development expense.

On March 11, 2010, the Company entered into Amendment No. 1 (the Amendment) to the License Agreement by and between the Mayo Foundation and the Company, effective as of February 3, 2005 (as amended, the License Agreement). The Amendment was effective as of February 3, 2010 (the Effective Date). The Amendment extended the Company's collaboration with the Mayo Foundation pursuant to the License Agreement for a period of two years from the Effective Date. Pursuant to the Amendment, the Mayo Foundation granted the Company certain royalty-bearing, worldwide exclusive and non-exclusive licenses and committed to the joint collaboration between the Company and a designated group of physicians and researchers at the Mayo Clinic for the development and testing of products for the treatment of obesity, including devices that use electrical signaling to block the vagal nerve, and for the treatment of other gastrointestinal diseases, solely using devices that use electrical signaling to block the vagal nerve. Pursuant to the Amendment, the Mayo Foundation received an annual retainer of $100,000 in 2010 and 2011. The Company may also be obligated to pay the Mayo Foundation, contingent upon the occurrence of certain future events, earned royalty payments, including a minimum annual royalty as defined in the License Agreement, for the commercial sale of products developed and patented by the Mayo Foundation, jointly patented by the Company and the Mayo Foundation, or a product where the Mayo Foundation provided know-how as defined by the License Agreement. If no products are patented, the minimum royalty is not due. The Amendment was further amended on January 15, 2011 with Amendment No. 2 to the License Agreement (Amendment No. 2). Under the terms of Amendment No. 2, the annual retainer the Mayo Foundation received for 2011 was reduced to $75,000. No other terms of the Amendment were changed by Amendment No. 2.

In December 2007, EnteroMedics entered into a second research and development agreement with the Mayo Foundation. In accordance with the three year agreement, the Mayo Foundation received an annual $50,000 retainer fee. The annual retainer fee paid to the Mayo Foundation is recorded on the consolidated statements of operations as research and development expense. The Company may also be obligated to pay the Mayo Foundation, contingent upon the occurrence of certain future events as defined by the agreement, consideration with respect to licensed know-how regarding product development and testing of products and rights to licensed patents, where the Mayo Foundation provided know-how as defined by the agreement.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 450
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

+ Details

Retirement Plan

12 Months Ended

Dec. 31, 2011

Retirement Plan [Abstract]

Retirement Plan

(14)

Retirement Plan

The Company has a 401(k) profit-sharing plan that provides retirement benefits to employees. Eligible employees may contribute a percentage of their annual compensation, subject to Internal Revenue Service limitations. The Company's matching is at the discretion of the Company's board of directors. For the years ended December 31, 2011, 2010 and 2009 and for the period from December 19, 2002 (inception) to December 31, 2011, the Company did not provide any matching of employees' contributions.

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph h
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 8
-Subparagraph m
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 87
-Paragraph 264
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 03-2
-Paragraph 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 30
-Paragraph 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
-Paragraph 7, 21, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5, 6, 7, 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
-Paragraph 63
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

+ Details

Quarterly Data

12 Months Ended

Dec. 31, 2011

Quarterly Data [Abstract]

Quarterly Data

(15)

Quarterly Data (unaudited)

The following table represents certain unaudited quarterly information for each of the eight quarters in the period ended December 31, 2011. In management's opinion, this information has been prepared on the same basis as the audited consolidated financial statements and includes all the adjustments necessary to fairly state the unaudited quarterly results of operations (in thousands, except per share data).


	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
2011:
Net loss	$	(5,086	)	$	(5,557	)	$	(7,298	)	$	(8,056	)
Basic and diluted net loss per share	$	(0.18	)	$	(0.20	)	$	(0.26	)	$	(0.22	)
2010:
Net loss	$	(4,748	)	$	(4,259	)	$	(4,385	)	$	(3,955	)
Basic and diluted net loss per share	$	(0.66	)	$	(0.57	)	$	(0.59	)	$	(0.34	)

- Definition

The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished.

+ References + Details

Label	Element	Value
Accumulated Other Comprehensive Income [Member]
Net loss	us-gaap_NetIncomeLoss
Retained Earnings [Member]
Net loss	us-gaap_NetIncomeLoss	(603,348)
Alpha Medical Inc [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	10,000
Alpha Medical Inc [Member] \| Accumulated Other Comprehensive Income [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues
Alpha Medical Inc [Member] \| Additional Paid In Capital [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	9,817
Alpha Medical Inc [Member] \| Common Stock [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 183
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	18,315
Beta Medical Inc [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 10,000
Beta Medical Inc [Member] \| Accumulated Other Comprehensive Income [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues
Beta Medical Inc [Member] \| Additional Paid In Capital [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	9,817
Beta Medical Inc [Member] \| Common Stock [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 183
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	18,315
Series Convertible Preferred Stock [Member] \| Alpha Medical Inc [Member]
Issuance of Series A Convertible Preferred Stock Upon Merger	etrm_IssuanceOfSeriesConvertiblePreferredStockUponMerger	$ 301,674
Series Convertible Preferred Stock [Member] \| Alpha Medical Inc [Member] \| Accumulated Other Comprehensive Income [Member]
Issuance of Series A Convertible Preferred Stock Upon Merger	etrm_IssuanceOfSeriesConvertiblePreferredStockUponMerger
Series Convertible Preferred Stock [Member] \| Alpha Medical Inc [Member] \| Series A Preferred Stock [Member]
Issuance of Series A Convertible Preferred Stock Upon Merger	etrm_IssuanceOfSeriesConvertiblePreferredStockUponMerger	$ 55
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	5,525
Series Convertible Preferred Stock [Member] \| Alpha Medical Inc [Member] \| Additional Paid In Capital [Member]
Issuance of Series A Convertible Preferred Stock Upon Merger	etrm_IssuanceOfSeriesConvertiblePreferredStockUponMerger	$ 301,619
Series Convertible Preferred Stock [Member] \| Beta Medical Inc [Member]
Issuance of Series A Convertible Preferred Stock Upon Merger	etrm_IssuanceOfSeriesConvertiblePreferredStockUponMerger	301,674
Series Convertible Preferred Stock [Member] \| Beta Medical Inc [Member] \| Accumulated Other Comprehensive Income [Member]
Issuance of Series A Convertible Preferred Stock Upon Merger	etrm_IssuanceOfSeriesConvertiblePreferredStockUponMerger
Series Convertible Preferred Stock [Member] \| Beta Medical Inc [Member] \| Series A Preferred Stock [Member]
Issuance of Series A Convertible Preferred Stock Upon Merger	etrm_IssuanceOfSeriesConvertiblePreferredStockUponMerger	$ 55
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	5,525
Series Convertible Preferred Stock [Member] \| Beta Medical Inc [Member] \| Additional Paid In Capital [Member]
Issuance of Series A Convertible Preferred Stock Upon Merger	etrm_IssuanceOfSeriesConvertiblePreferredStockUponMerger	$ 301,619