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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2017	Jul. 31, 2017
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Trading Symbol	ETRM
Entity Registrant Name	EnteroMedics Inc
Entity Central Index Key	0001371217
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		8,294,976

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 11,198,035	$ 3,310,787
Accounts receivable (net of allowance for bad debts of $20,000 at June 30, 2017 and December 31, 2016)	109,383	143,692
Inventory	1,417,043	1,789,578
Prepaid expenses and other current assets	536,852	476,624
Total current assets	13,261,313	5,720,681
Property and equipment, net	240,498	200,720
Goodwill	6,397,671
Other intangible assets (net of accumulated amortization of $1,194 at June 30, 2017)	21,885,992
Other assets	734,619	1,119,405
Total assets	42,520,093	7,040,806
Current liabilities:
Accounts payable	1,109,131	1,311,706
Accrued expenses	3,398,409	2,751,415
Total current liabilities	4,507,540	4,063,121
Common stock warrant liability	7,206	39,119
Total liabilities	4,514,746	4,102,240
Commitments and contingencies (Note 5)
Stockholders' equity:
Preferred stock, $0.01 par value; 5,000,000 shares authorized and 1,000,181 and zero shares outstanding at June 30, 2017 and December 31, 2016; 1,012,712 and zero shares issued at June 30, 2017 and December 31, 2016, respectively	10,002
Common stock, $0.01 par value; 300,000,000 shares authorized; 8,294,976 and 2,736,621 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively	82,950	27,366
Additional paid-in capital	353,060,765	303,852,582
Accumulated deficit	(315,148,370)	(300,941,382)
Total stockholders' equity	38,005,347	2,938,566
Total liabilities and stockholders' equity	$ 42,520,093	$ 7,040,806

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Condensed Consolidated Balance Sheets
Net of allowance for bad debts	$ 20,000	$ 20,000
Accumulated amortization	$ 1,194
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	5,000,000	5,000,000
Preferred stock, outstanding	1,000,181	0
Preferred stock, issued	1,012,712	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	8,294,976	2,736,621
Common stock, shares outstanding	8,294,976	2,736,621

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Condensed Consolidated Statements of Operations
Sales	$ 93,060	$ 276,000	$ 133,100	$ 348,000
Cost of goods sold	54,472	155,304	83,995	195,439
Gross profit	38,588	120,696	49,105	152,561
Operating expenses:
Selling, general and administrative	5,560,787	5,585,548	11,489,773	11,726,725
Research and development	1,352,075	1,193,607	2,476,488	2,625,988
Total operating expenses	6,912,862	6,779,155	13,966,261	14,352,713
Operating loss	(6,874,274)	(6,658,459)	(13,917,156)	(14,200,152)
Other income (expense):
Interest income		1,807	100	3,498
Interest expense		(852,946)		(2,002,240)
Change in value of warrant liability	34,395	1,309,099	(288,735)	3,088,513
Change in value of convertible notes payable		1,208,594		709,026
Other, net	(298)	(3,260)	(1,198)	(2,572)
Net loss	$ (6,840,177)	$ (4,995,165)	$ (14,206,989)	$ (12,403,927)
Net loss per share-basic and diluted	$ (0.91)	$ (33.96)	$ (2.14)	$ (95.64)
Shares used to compute basic and diluted net loss per share	7,501,696	147,108	6,632,862	129,698

Condensed Consolidated Statements of Cash Flows	6 Months Ended
Condensed Consolidated Statements of Cash Flows	Jun. 30, 2017 USD ($) shares	Jun. 30, 2016 USD ($)
Cash flows from operating activities:
Net loss	$ (14,206,989)	$ (12,403,927)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	67,653	78,690
Stock-based compensation	2,866,100	1,846,612
Amortization of commitment fees, debt issuance costs and original issue discount		995,057
Amortization of intangible assets	1,194
Change in value of convertible notes payable		(709,026)
Change in value of warrant liability	288,735	(3,088,513)
Change in operating assets and liabilities:
Accounts receivable	34,309	(124,599)
Inventory	272,270	(271,497)
Prepaid expenses and other current assets	(60,228)	369,871
Other assets	391,806	(90,754)
Accounts payable	(388,575)	184,928
Accrued expenses	646,913	(51,528)
Accrued interest payable		775,586
Net cash used in operating activities	(10,086,812)	(12,489,100)
Cash flows from investing activities:
Acquisition, net of cash acquired	(1,848,720)
Purchases of property and equipment	(5,300)	(11,544)
Net cash used in investing activities	(1,854,020)	(11,544)
Cash flows from financing activities:
Proceeds from warrants exercised	3,334,176
Proceeds from sale of common stock and warrants for purchase of common stock	6,468,148
Proceeds from sale of convertible preferred stock	12,531,000
Common stock financing costs	(2,505,244)	(28,000)
Proceeds from convertible notes payable		17,250,000
Repayments on convertible notes payable		(404,762)
Debt issuance costs		(726,793)
Net cash provided by financing activities	19,828,080	16,090,445
Net increase in cash and cash equivalents	7,887,248	3,589,801
Cash and cash equivalents:
Beginning of period	3,310,787	7,927,240
End of period	11,198,035	11,517,041
Supplemental disclosure:
Cash paid for interest		163,152
Noncash investing and financing activities:
Issuance of convertible preferred shares and common shares for acquisition	$ 26,258,963
Conversion of convertible preferred shares to common stock \| shares	12,531,000
Conversion of convertible notes and interest payable		$ 3,373,265

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2017

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(1) Summary of Significant Accounting Policies

Description of Business

EnteroMedics Inc. (the Company) is focused on the development and commercialization to treat obesity and metabolic diseases. The Company was incorporated in the state of Minnesota on December 19, 2002 and was reincorporated in Delaware on July 22, 2004. The Company is headquartered in St. Paul, Minnesota. In January 2006, the Company established EnteroMedics Europe Sárl, a wholly-owned subsidiary located in Switzerland.

The Company’s board of directors and stockholders approved a 1-for-70 reverse split (the Reverse Stock Split) of the Company’s outstanding common stock that became effective after trading on December 27, 2016. The Reverse Stock Split did not change the par value of the Company’s stock or the number of preferred shares authorized by the Company’s Fifth Amended and Restated Certificate of Incorporation. An amendment to the Certificate of Incorporation was also approved in connection with the Reverse Stock Split to increase the number of shares of the Company’s common stock authorized for issuance to 300 million shares, effective immediately after the Reverse Stock Split. All share and per share amounts have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

Risks and Uncertainties

The Company is focused on the development and commercialization of technology to treat obesity and metabolic diseases. vBloc® Neurometabolic Therapy (vBloc Therapy), delivered by a U.S. Food and Drug Administration (FDA)-approved pacemaker-like device called the vBloc®System, is designed to help patients feel full and eat less by intermittently blocking hunger signals on the vagus nerve.

We have a limited operating history and only recently received FDA approval to sell the vBloc System in the United States. In addition, we have regulatory approval to sell the vBloc System in the European Economic Area and other countries that recognize the European CE Mark and do not have any other significant source of revenue currently. We have devoted substantially all of our resources to the development and commercialization of the vBloc System, which was formerly known as the Maestro or vBloc Rechargeable System.

On May 22, 2017 the Company acquired the Gastric Vest System™ (Gastric Vest) through the acquisition of BarioSurg, Inc. The Gastric Vest is an investigational, minimally invasive, laparoscopically implanted medical device being studied for weight loss in obese and morbidly obese patients. The device wraps around the plicated stomach, emulating the effect of conventional weight-loss surgery, and is intended to enable gastric volume reduction without permanently changing patient anatomy.

The Company’s products require approval from the U.S. Food and Drug Administration (FDA) or corresponding foreign regulatory agencies prior to commercial sales. The Company received FDA approval on January 14, 2015 for vBloc Therapy, delivered via the vBloc System, and has begun a controlled commercial launch at select surgical centers in the United States. The vBloc System has also received CE Mark and was previously listed on the Australian Register of Therapeutic Goods (ARTG).

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.

The Company’s activities are subject to significant risks and uncertainties, including the ability 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 further reduce its cost structure until financing is obtained and/or 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.

Basis of Presentation

The Company has prepared the accompanying condensed 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.

The accompanying condensed consolidated financial statements and notes thereto are unaudited. In the opinion of the Company’s management, these statements include all adjustments, which are of a normal recurring nature, necessary to present a fair presentation. Interim results are not necessarily indicative of results for a full year. The condensed consolidated balance sheet as of December 31, 2016 was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The information included in this Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

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

Fair Value of Financial Instruments

Carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate fair value due to their short maturities. The Company’s common stock warrants are required to be reported at fair value and the Company has elected to report its senior amortizing convertible notes at fair value. The fair values of common stock warrants and investments in debt and equity securities, if any, are disclosed in Note 4. The fair values of senior amortizing convertible notes (the Notes) outstanding, if any, are valued using a Binomial Lattice model.

Common Stock Warrant Liability

Common stock warrants that were issued in connection with the July 8, 2015 public offering (the Series A Warrants) and the common stock warrants issued in connection with the November 9, 2015, January 11, 2016 and May 2, 2016 7% senior amortizing convertible notes (the Note Warrants) are classified as a liability in the condensed consolidated balance sheets, as the common stock warrants issued provide for certain anti-dilution protections in the event shares of common stock or securities convertible into shares of common stock are issued below the then-existing exercise price. The fair value of these common stock warrants is re-measured at each financial reporting period and immediately before exercise, with any changes in fair value being recognized as a component of other income (expense) in the condensed consolidated statements of operations.

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.

Inventory

The Company accounts for inventory at the lower of cost or market and records any long-term inventory as other assets in the condensed consolidated balance sheets.

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 five to seven years for furniture and equipment and three to five years for computer hardware and software. 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 or amortization are removed from the condensed consolidated balance sheets and the resulting gain or loss is reflected in the condensed consolidated statements of operations. Repairs and maintenance are expensed as incurred.

Impairment of Long-Lived Assets, Intangible Assets and Goodwill

The Company evaluates its long-lived assets, including its finite-lived intangible 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. The Company tests Goodwill and indefinite-lived intangible assets for impairment annually as required.

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. The Company’s policy is to classify interest and penalties related to income taxes as income tax expense in the condensed consolidated statements of operations.

Medical Device Excise Tax

On January 14, 2015, the Company received FDA approval for vBloc Therapy, delivered via the vBloc System, and starting in the second quarter of 2015 revenues were generated from sales in the United States. As a result, the Company is now required to pay a quarterly Medical Device Tax which is a part of the Affordable Care Act, which imposes a 2.3% excise tax on the sale of certain medical devices by device manufactures, producers or importers. The excise tax was effective on sales of devices made after December 31, 2012. The Company records the Medical Device Tax as an operating expense in the condensed consolidated statements of operations. A moratorium was placed on the Medical Device Tax for 2016 and 2017.

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. There was no difference from reported net loss for the three and six months ended June 30, 2017 and 2016.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, title or risk of loss has passed, the selling price is fixed or determinable and collection is reasonably assured. Products are sold through direct sales or medical device distributors and revenue is recognized upon sale to a bariatric center of excellence or a medical device distributor when no right of return or price protection exists. Terms of sales to international distributors are generally EXW, reflecting that goods are shipped “ex works,” in which risk of loss is assumed by the distributor at the shipping point. A provision for returns is recorded only if product sales provide for a right of return. No provision for returns was recorded for the three and six months ended June 30, 2017 and 2016, as the product sales recorded did not provide for rights of return.

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, devices, explants and revisions, quality assurance, 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.

Stock-Based Compensation

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. All option grants are expensed on a straight-line basis over the vesting period.

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 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 three and six months ended June 30, 2017 and 2016:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Numerator:
Net loss	$	(6,840,177)	$	(4,995,165)	$	(14,206,989)	$	(12,403,927)
Denominator for basic and diluted net loss per share:
Weighted-average common shares outstanding		7,501,696		147,108		6,632,862		129,698
Net loss per share—basic and diluted	$	(0.91)	$	(33.96)	$	(2.14)	$	(95.64)

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:


	June 30,
	2017	2016
Stock options outstanding	1,225,334	27,640
Convertible preferred stock	5,000,905	—
Warrants to purchase common stock	3,033,337	58,037

Recently Issued or Adopted Accounting Standards

In May 2014, FASB issued Revenue from Contracts with Customers, Topic 606 (Accounting Standards Update No. 2014-09 (ASU 2014-09)), which provides a framework for the recognition of revenue, with the objective that recognized revenues properly reflect amounts an entity is entitled to receive in exchange for goods and services. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2017. The Company does not believe that the adoption of the new standard will have a material effect on its previously reported revenue in that the accounting related to its current revenue-based business practices will not materially change under the new standard, though incremental disclosures required by the new standard may be significant.

In March 2016, FASB issued Improvements to Employee Share-Based Payment Accounting, (Accounting Standards Update No. 2016-09 (ASU 2016-09)), which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, the estimation of forfeitures, shares withheld for taxes and classification of shares withheld for taxes on the statement of cash flows. As part of the adoption of this guidance the Company has elected to account for forfeitures of share-based awards as they occur. The Company prospectively adopted ASU 2016-09 as required on January 1, 2017 and the adoption did not have a material effect on its consolidated financial statements.

There have been no other significant changes in recent accounting pronouncements during the six months ended June 30, 2017 as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Liquidity and Management's Plans	6 Months Ended
Liquidity and Management's Plans	Jun. 30, 2017
Liquidity and Management's Plans
Liquidity and Management's Plans	(2) Liquidity and Management’s Plans The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company currently is not generating revenue from operations that is significant relative to its level of operating expenses, and does not anticipate generating significant revenue from operations or otherwise in the short-term to mid-term. The Company has financed its operations to date principally through the sale of equity securities, debt financing and interest earned on investments. The Company’s history of operating losses, limited cash resources and lack of certainty regarding obtaining significant third-party reimbursement for the vBloc System or timing thereof, raise substantial doubt about our ability to continue as a going concern absent a strengthening of our cash position. On January 23, 2017, the Company closed an underwritten public offering consisting of units of common stock, convertible preferred stock and warrants to purchase common stock. Gross proceeds of the offering were $19.0 million, prior to deducting underwriting discounts and commissions and offering expenses of $2.5 million. During the six months ended June 30, 2017, common stock warrants for 599,670 shares of common stock were exercised by warrant holders with proceeds to the Company of $3.3 million. As of June 30, 2017, the Company had $11.2 million of cash and cash equivalents to fund its operations through 2017. The Company’s anticipated operations include plans to (i) expand the controlled commercial launch of vBloc Therapy, delivered via the vBloc System, (ii) continue development of the Gastric Vest, (iii) seek opportunities to leverage the Company’s intellectual property portfolio and custom development services to provide third party sales and licensing opportunities, and (iv) explore and capitalize on synergistic opportunities to expand our portfolio and offer future minimally invasive treatments and therapies in the obesity continuum of care. The Company believes that it has the flexibility to manage the growth of its expenditures and operations depending on the amount of available cash flows, which could include reducing expenditures for marketing, clinical and product development activities. However, the Company will ultimately need to achieve sufficient revenues from product sales and obtain additional debt or equity financing to support its operations. Management is currently pursuing various funding options, including seeking additional equity financing as well as a strategic merger or other transaction to obtain additional funding or expand its product line during 2017 to continue the development of, and to successfully commercialize, the vBloc System and the Gastric Vest. While there can be no assurance that the Company will be successful in its efforts, the Company has a long history of raising equity financing to fund its development activities. Should the Company be unable to obtain adequate financing in the near term, the Company’s business, result of operations, liquidity and financial condition would be materially and negatively affected, and the Company would be unable to continue as a going concern. Additionally, there can be no assurance that, assuming the Company is able to strengthen its cash position, it will achieve sufficient revenue or profitable operations to continue as a going concern.

Acquisition

6 Months Ended

Jun. 30, 2017

Acquisition

Acquisition

(3) Acquisition

On May 22, 2017, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") to acquire all of the ownership interests of BarioSurg, Inc. ("BarioSurg"), a company developing the Gastric Vest System (the “Gastric Vest”), an investigational, minimally invasive, laparoscopically implanted medical device being studied for weight loss in obese and morbidly obese patients.

The consideration paid by the Company for all of the outstanding shares of capital stock and outstanding options of BarioSurg consisted of: (i) 1.38 million shares of common stock, par value $0.01 per share, of the Company ("Company Common Stock"), (ii) 1.0 million shares of newly created conditional convertible preferred stock, par value $0.01 per share, of the Company ("Company Preferred Stock"), which shares will convert into 5.0 million shares of Company Common Stock subject to and contingent upon the post-closing approval of the Company's stockholders in accordance with the NASDAQ Stock Market Rules, and (iii) $2.0 million in cash. At the closing of the Merger, 100,018 shares of Company Preferred Stock were deposited with an escrow agent to fund-post closing indemnification obligations of BarioSurg’s former stockholders. The total consideration paid by the Company, preliminarily valued at $28.3 million, includes: (a) $2.0 million in cash paid from existing cash balances of EnteroMedics and (b) $26.3 million from the issuance of Company Common Stock and Company Preferred Stock. The preliminary valuation of the Company Common Stock and Company Preferred Stock took into account (i) the conversion ratio of the Company Preferred Stock, (ii) the average closing prices of EnteroMedics’ common stock on the NASDAQ Stock Market on the date the transaction was announced and the three trading days following the announcement, and (iii) a 19% discount for lack of marketability related to the shares issued in the transaction.

The purchase price consideration of $28.3 million does not include expenses of approximately $236,000 for legal, accounting, audit and valuation services that were incurred during the quarter ended June 30, 2017 as part of the transaction and were expensed as incurred.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a result of the BarioSurg acquisition. The excess of the cost of the acquisition over the fair value of assets acquired was recorded as goodwill. The fair values were based on management’s analysis, including work performed by third-party valuation specialists. The assessment of fair value is preliminary and is based on information that was available at the time the consolidated condensed financial statements were prepared. Accordingly, the allocation of purchase price is preliminary and, therefore, subject to adjustment in future periods.


Cash	$	151,280
Property and equipment		3,000
Goodwill		6,397,671
In Process Research & Development		20,720,939
Trademarks/tradenames		1,090,363
Covenant not to compete		75,884
Other assets		5,826
Current liabilities assumed		(186,000)
Net assets acquired	$	28,258,963

We believe that the amount of goodwill relative to identifiable intangible assets relates to several factors including (i) potential synergies related to market opportunities for multiple product offerings, (ii) future technology, and (iii) initial relationships and awareness of the Gastric Vest.

In-process research and development (“IPR&D”) consists of the Gastric Vest, which has not yet been clinically tested in the United States and has not yet been approved by the FDA. Acquired IPR&D assets are initially recognized at fair value and are classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. The value assigned to IPR&D was determined by estimating the net cash flows from the Gastric Vest development project and discounting the net cash flows to their present value. During the development period, this asset will not be amortized as charges to earnings; instead, this asset will be subject to periodic impairment testing. Upon successful completion of the development process for the acquired IPR&D, the asset would then be considered a finite-lived intangible asset and amortization will commence. Trademarks/tradenames were valued using the relief from royalty method and are being amortized over a 10-year period. The covenant not to compete is being amortized over a three-year period. The values of these intangible assets are considered Level 3 measurements.

The results of this acquisition, a $116,000 loss, is included in our consolidated operations beginning May 22, 2017.

Unaudited Pro Forma Information

The following unaudited pro forma financial information presents our combined results of operations as if the acquisition of BarioSurg and the related issuance of Company Common Stock had occurred on January 1, 2016. Pro forma information reflects adjustments that give effect to pro forma events that are directly attributable to the acquisition, factually supportable and expected to have a continuing impact on the combined results following the acquisition. In addition, the unaudited pro forma financial information do not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of January 1, 2016 or that may be obtained in the future, and do not reflect future synergies, integration costs, or other such costs or savings.


	Three Months Ended June 30,				Six Months Ended June 30,
		2017		2016		2017		2016
Sales	$	93,060	$	276,000	$	133,100	$	348,000
Net loss	$	(6,812,740)	$	(5,125,993)	$	(14,376,550)	$	(12,714,953)
Net loss per share—basic and diluted	$	(0.82)	$	(3.36)	$	(1.86)	$	(8.42)

The unaudited pro forma results include adjustments due to increases in amortization expense and acquisition related costs. The per share unaudited pro forma results also reflect adjustment of weighted average common shares outstanding to reflect the assumed issuance of 1.38 million shares of Company Common Stock as of January 1, 2016.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1392-128463

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 30
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2017

Fair Value Measurements

Fair Value Measurements

(4) 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 in active markets, 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 recurring assets that are measured at fair value using Level 3 inputs.

The Company did not hold any short-term investments classified as available for sale or held to maturity as of June 30, 2017 and December 31, 2016.

The fair value of the Company’s common stock warrant liability is calculated using a Black-Scholes valuation model and is classified as Level 2 in the fair value hierarchy. The fair values are presented below along with the valuation assumptions:


		Series A Warrants
	June 30, 2017			December 31, 2016
Risk-free interest rates		1.38	%		1.20	%
Expected life		18	months		24	months
Expected dividends		—	%		—	%
Expected volatility		178.80	%		122.03	%
Fair value	$	7,206		$	36,000

The following were the fair value assumptions used by the Company in calculating values of Note Warrants as of December 31, 2016:


	December 31, 2016
	November 2015 Note Warrants			January 2016 Note Warrants			May 2016 Note Warrants
Risk-free interest rates		1.47	%		1.93	%		1.93	%
Expected life		46	months		48	months		52	months
Expected dividends		—	%		—	%		—	%
Expected volatility		102.29	%		108.57	%		106.37	%
Fair value	$	449		$	1,633		$	1,037

The following table summarizes fair value measurements of the Series A Warrants and Note Warrants by level at December 31, 2016 and June 30, 2017:


	Level 1		Level 2		Level 3		Total
Common stock warrants at December 31, 2016	$	—	$	39,119	$	—	$	39,119
Common stock warrants at June 30, 2017	$	—	$	7,206	$	—	$	7,206

During the three and six months ended June 30, 2016, the Company had amounts outstanding from 7% senior amortizing convertible notes (the Notes) related to Note issuances on November 9, 2015 (the First Closing) and January 11, 2016 (the Second Closing) and May 2, 2016 (the Third Closing), when the Company issued Notes with principal amounts of $1.5 million, $11.0 million and $6.25 million, respectively. As of December 31, 2015 and June 30, 2016, the fair value of the outstanding Notes from the First Closing was determined to be $1.3 million and $942,000, respectively. The fair value of the Notes issued with the Second Closing was determined to be $9.9 million on the January 11, 2016 issue date and $7.9 million on June 30, 2016. The fair value of the Notes issued with the Third Closing was determined to be $6.0 million on the May 2, 2016 issue date and $5.5 million on June 30, 2016. The fair values were calculated using a Binomial Lattice model and the following assumptions:


	November 2015 Notes						January 2016 Notes
	June 30, 2016			December 31, 2015			June 30, 2016			January 11, 2016
Risk-free interest rates		0.54	%		1.11	%		0.54	%		1.01	%
Expected life		1.36	years		1.86	years		1.36	years		1.83	years
Expected dividends		—	%		—	%		—	%		—	%
Expected volatility		68.0	%		57.5	%		68.0	%		60.0	%
Fair value per share of common stock	$	0.004		$	0.03		$	0.004		$	0.02


	May 2016 Notes
	June 30, 2016			May 2, 2016
Risk-free interest rates		0.54	%		0.69	%
Expected life		1.36	years		1.52	years
Expected dividends		—	%		—	%
Expected volatility		68.0	%		65.0	%
Fair value per share of common stock	$	0.004		$	0.01

Inventory

6 Months Ended

Jun. 30, 2017

Inventory

Inventory

(5) Inventory

From the Company’s inception, inventory related purchases had been used for research and development related activities and had accordingly been expensed as incurred. In December 2011, the Company began receiving ARTG listings for components of the vBloc Rechargeable System from the Australian Therapeutic Goods Administration, 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 condensed consolidated balance sheets. There was $674,000 and $676,000 of long-term inventory, primarily consisting of raw materials, as June 30, 2017 and December 31, 2016, respectively.

Current inventory consists of the following as of:


	June 30,		December 31,
	2017		2016
Raw materials	$	248,383	$	335,606
Work-in-process		1,152,935		1,437,957
Finished goods		15,725		16,015
Inventory	$	1,417,043	$	1,789,578

Commitments and Contingencies

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies

Commitments and Contingencies

(6) Commitments and Contingencies

Operating Lease

The Company rents its headquarters office, warehouse and laboratory facilities under an operating lease, which was originally set to expire on September 30, 2015. On August 25, 2015, the Company entered into an amendment extending the term of the operating lease for three years until September 30, 2018, with monthly base rent ranging from $18,925 to $20,345.

With the acquisition of BarioSurg, the Company also leases space under in Lake Forest, California under an operating lease with monthly base rent of approximately $2,200 per month through September 30, 2018.

Total rent expense recognized for each of the three month periods ended June 30, 2017 and 2016 was $61,638 and $58,905 and for each of the six month periods was $120,543 and $117,810. At June 30, 2017, future minimum payments under the lease are as follows:


Year ending December 31,
Remaining six months of 2017	$	136,589
2018		208,462
	$	345,051

vBloc Clinical Trials

The Company continues to evaluate the vBloc System in human clinical trials, including the EMPOWER trial and ReCharge trial. Both of these clinical trials require patients to be followed out to 60 months. The Company is required to pay for patient follow up visits only to the extent they occur. In the event a patient does not attend a follow up visit, the Company has no financial obligation. The Company is also required to pay for explants or revisions, including potential conversions of ReCharge control devices to active devices, should a patient request or be required to have one during the course of the clinical trials. The Company has no financial obligation unless an explant, revision or conversion is requested or required. Clinical trial costs are expensed as incurred.

Product Liability Claims

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 product liability litigation and is not aware of any pending or threatened product liability litigation that could have a material adverse effect on the Company’s business, operating results or financial condition.

Litigation

On February 28, 2017, the Company received a class action and derivative complaint filed on February 24, 2017 in U. S. District Court for the District of Delaware by Vinh Du, one of the Company’s shareholders. The complaint names as defendants EnteroMedics, the board of directors and four members of our senior management, namely, Scott Youngstrom, Nick Ansari, Peter DeLange and Paul Hickey, and contains a purported class action claim for breach of fiduciary duty against the board of directors and derivative claims for breach of fiduciary duty against the board of directors and unjust enrichment against our senior management. The allegations in the complaint relate to the increase in the number of shares authorized for grant under our Second Amended and Restated 2003 Stock Incentive Plan (the “Plan”), which was approved by our shareholders at the Special Meeting of Shareholders held on December 12, 2016 (the “Special Meeting”), and to our subsequent grant of stock options on February 8, 2017, to the Company’s Directors and senior management to purchase an aggregate of 1,093,450 shares of our common stock (the “Option Grants”). In the complaint, the plaintiff contends that (i) the number of shares authorized for grant under the Plan, as adjusted by the board of directors after the Special Meeting for the subsequent recapitalization of the Company, resulted from an alleged breach of fiduciary duties by the board of directors, and (ii) our senior management was allegedly unjustly enriched by the subsequent Option Grants. The plaintiff seeks relief in the form of an order rescinding the Plan as approved by the shareholders at the Special Meeting, an order cancelling the Option Grants, and an award to plaintiff for his costs, including fees and disbursements of attorneys, experts and accountants. On April 17, 2017, we filed a motion to dismiss the complaint based on the plaintiff’s failure to satisfy Delaware’s demand requirement for a derivative action and failure to state a valid claim. The motion is now fully briefed. The Court has not ruled on the request for oral argument. We believe the allegations in the complaint are without merit, and intend to defend the action vigorously.

Except as disclosed in the foregoing paragraph, the Company is not currently a party to any litigation and the Company is not aware of any pending or threatened litigation against it that could have a material adverse effect on the Company’s business, operating results or financial condition. The medical device industry in which the Company operates is characterized by frequent claims and litigation, including claims regarding patent and other intellectual property rights as well as improper hiring practices. As a result, the Company may be involved in various legal proceedings from time to time.

Senior Amortizing Convertible Notes	6 Months Ended
Senior Amortizing Convertible Notes	Jun. 30, 2017
Senior Amortizing Convertible Notes
Senior Amortizing Convertible Notes	(7) Senior Amortizing Convertible Notes On November 9, 2015, January 11, 2016 and May 2, 2016 the Company issued 7% senior amortizing convertible notes (the “Notes”) with principal amounts of $1.5 million, $11.0 million and $6.25 million. Warrants were also issued in connection with each of the three Notes (the “Note Warrants”). As of December 31, 2016 the Notes were fully amortized, primarily through non-cash conversions of the Notes into shares of common stock. For the six months ended June 30, 2016, the condensed consolidated statement of operations includes interest expense related to the Notes. See further details regarding the Notes and Note Warrants in footnote 8 to the Company’s Consolidated Financial Statements contained in our Annual Report on Form 10-K for the Year Ended December 31, 2016.

Stock-based Compensation

6 Months Ended

Jun. 30, 2017

Stock-based Compensation

Stock-based Compensation

(8) Stock-based Compensation

The fair value method of accounting for share-based payments is applied to all share-based payment awards issued to employees and where appropriate, nonemployees, unless another source of literature applies.

Based on the application of these standards, stock-based compensation expense for stock-based awards under the Company’s Amended and Restated 2003 Stock Incentive Plan (the Plan) and inducement grants for the three and six months ended June 30, 2017 and 2016, including $142,000 and $3,000 for nonemployees, respectively, was allocated to operating expenses follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Selling, general and administrative	$	595,853	$	581,857	$	2,813,053	$	1,421,634
Research and development		23,847		172,267		53,047		424,978
Total	$	619,700	$	754,124	$	2,866,100	$	1,846,612

As of June 30, 2017 there was approximately $5.8 million of total unrecognized compensation costs, related to employee unvested stock option awards, which are expected to be recognized over a weighted-average period of 2.6 years.

The estimated grant-date fair values of the stock options were calculated using the Black-Scholes valuation model, based on the following assumptions for the three and six months ended June 30, 2017 and 2016:



	Three Months Ended June 30,		Six Months Ended June 30,
	2017	2016	2017	2016
Risk-free interest rates	1.90%-1.98%	0.87%-1.34%	1.90%-2.34%	0.87%–1.64%
Expected life	6.25 years	4.00 years–6.00 years	6.00 years–10.00 years	4.00 years–6.25 years
Expected dividends	0%	0%	0%	0%
Expected volatility	90.93%–90.93%	92.38%–96.10%	90.93%–131.24%	88.43%–96.10%

Option activity under the Plan for the three months ended June 30, 2017 was as follows:


		Outstanding Options

	Shares
	Available For	Number of	Weighted-Average
	Grant	Shares (1)	Exercise Price (1)
Balance, December 31, 2016	2,988,243	19,840	$	770.35
Shares reserved	—	—		—
Options granted	(1,208,450)	1,208,450		6.91
Options exercised	—	—		—
Options cancelled	2,956	(2,956)		55.96
Balance, June 30, 2017	1,782,749	1,225,334	$	18.77

_________________

(1)

Outstanding option amounts as of December 31, 2016 and June 30, 2017 include both 2003 Plan options as well as inducement options granted in November 2015 and January 2016 to executive officers in conjunction with their recruitment.

- 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 + Details

Stock Sales	6 Months Ended
Stock Sales	Jun. 30, 2017
Stock Sales
Stock Sales	(9) Stock Sales On January 23, 2017, the Company closed an underwritten public offering consisting of units of common stock, convertible preferred stock and warrants to purchase common stock. Gross proceeds of the offering were $19.0 million, prior to deducting underwriting discounts and commissions and offering expenses of $2.5 million. The offering was comprised of Class A Units, priced at a public offering price of $5.31 per unit, with each unit consisting of one share of common stock and one five-year warrant (each, a "2017 Warrant") to purchase one share of common stock with an exercise price of $5.84 per share, and Class B Units, priced at a public offering price of $1,000 per unit, with each unit comprised of one share of Series A Preferred Stock (the Preferred Stock), which was convertible into 188 shares of common stock, and 2017 Warrants to purchase 188 shares of common stock. The conversion price of the Preferred Stock issued in the transaction as well as the exercise price of the 2017 Warrants are fixed priced and do not contain any variable pricing features nor any price based anti-dilutive features apart from customary adjustments for splits and reverse splits of common stock and both have been recorded within Shareholders’ Equity in the condensed consolidated balance sheet. The Preferred Stock included a beneficial ownership limitation of 4.99%, but had no dividend preference (except to extent dividends are also paid on the common stock), liquidation preference or other preferences over common stock. The securities comprising the units were issued separately in the offering. A total of 1,218,107 shares of common stock, 12,531 shares of Preferred Stock convertible into 2,359,894 shares of common stock, and 2017 Warrants to purchase 3,577,994 shares of common stock were issued in the offering including the underwriters’ exercise of their over-allotment option to purchase 466,695 shares of common stock and 2017 Warrants to purchase an additional 466,695 shares of common stock. On January 23 and January 24, 2017 all shares of Preferred Stock issued in conjunction with the offering were converted by their holders into 2,359,894 shares of common stock.

Warrants

6 Months Ended

Jun. 30, 2017

Warrants

Warrants

(10) Warrants

During the six months ended June 30, 2017, common stock warrants for 599,670 shares of common stock were exercised by warrant holders with proceeds to the Company of $3.3 million.

Stock warrant activity for the six months ended June 30, 2017 is as follows:


		Weighted
		Average
	Common	Exercise
	Shares	Price
Balance, December 31, 2016	55,049	$	238.90
Granted (1)	3,577,994		5.84
Exercised	(599,670)		5.56
Cancelled	(36)		238.90
Balance, June 30, 2017	3,033,337	$	8.02

_______________

(1)

See Note 9 regarding the issuance of 2017 Warrants

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2017

Summary of Significant Accounting Policies

Description of Business

Risks and Uncertainties

Basis of Presentation

Use of Estimates

Principles of Consolidation

Fair Value of Financial Instruments

Common Stock Warrant Liability

Cash and Cash Equivalents

Inventory

The Company accounts for inventory at the lower of cost or market and records any long-term inventory as other assets in the condensed consolidated balance sheets.

Property and Equipment, Net

Impairment of Long-Lived Assets, Intangible Assets and Goodwill

Income Taxes

Medical Device Excise Tax

Comprehensive Loss

Revenue Recognition

Research and Development Expenses

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.

Stock-Based Compensation

Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the three and six months ended June 30, 2017 and 2016:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Numerator:
Net loss	$	(6,840,177)	$	(4,995,165)	$	(14,206,989)	$	(12,403,927)
Denominator for basic and diluted net loss per share:
Weighted-average common shares outstanding		7,501,696		147,108		6,632,862		129,698
Net loss per share—basic and diluted	$	(0.91)	$	(33.96)	$	(2.14)	$	(95.64)


	June 30,
	2017	2016
Stock options outstanding	1,225,334	27,640
Convertible preferred stock	5,000,905	—
Warrants to purchase common stock	3,033,337	58,037

Recently Issued or Adopted Accounting Standards

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2017

Summary of Significant Accounting Policies

Computation of Basic and Diluted Net Loss per Share


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Numerator:
Net loss	$	(6,840,177)	$	(4,995,165)	$	(14,206,989)	$	(12,403,927)
Denominator for basic and diluted net loss per share:
Weighted-average common shares outstanding		7,501,696		147,108		6,632,862		129,698
Net loss per share—basic and diluted	$	(0.91)	$	(33.96)	$	(2.14)	$	(95.64)

Antidilutive Securities


	June 30,
	2017	2016
Stock options outstanding	1,225,334	27,640
Convertible preferred stock	5,000,905	—
Warrants to purchase common stock	3,033,337	58,037

Acquisition (Tables)

6 Months Ended

Jun. 30, 2017

Acquisition

Schedule of allocation of purchase price


Cash	$	151,280
Property and equipment		3,000
Goodwill		6,397,671
In Process Research & Development		20,720,939
Trademarks/tradenames		1,090,363
Covenant not to compete		75,884
Other assets		5,826
Current liabilities assumed		(186,000)
Net assets acquired	$	28,258,963

Schedule of unaudited pro forma financial information


	Three Months Ended June 30,				Six Months Ended June 30,
		2017		2016		2017		2016
Sales	$	93,060	$	276,000	$	133,100	$	348,000
Net loss	$	(6,812,740)	$	(5,125,993)	$	(14,376,550)	$	(12,714,953)
Net loss per share—basic and diluted	$	(0.82)	$	(3.36)	$	(1.86)	$	(8.42)

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2017

Summary of Fair Value Measurements of Senior Amortizing Convertible Notes and Common Stock Warrants


	Level 1		Level 2		Level 3		Total
Common stock warrants at December 31, 2016	$	—	$	39,119	$	—	$	39,119
Common stock warrants at June 30, 2017	$	—	$	7,206	$	—	$	7,206

Warrants

Fair Value Calculated Using Valuation Model


		Series A Warrants
	June 30, 2017			December 31, 2016
Risk-free interest rates		1.38	%		1.20	%
Expected life		18	months		24	months
Expected dividends		—	%		—	%
Expected volatility		178.80	%		122.03	%
Fair value	$	7,206		$	36,000

The following were the fair value assumptions used by the Company in calculating values of Note Warrants as of December 31, 2016:


	December 31, 2016
	November 2015 Note Warrants			January 2016 Note Warrants			May 2016 Note Warrants
Risk-free interest rates		1.47	%		1.93	%		1.93	%
Expected life		46	months		48	months		52	months
Expected dividends		—	%		—	%		—	%
Expected volatility		102.29	%		108.57	%		106.37	%
Fair value	$	449		$	1,633		$	1,037

Notes

Fair Value Calculated Using Valuation Model

	November 2015 Notes						January 2016 Notes
	June 30, 2016			December 31, 2015			June 30, 2016			January 11, 2016
Risk-free interest rates		0.54	%		1.11	%		0.54	%		1.01	%
Expected life		1.36	years		1.86	years		1.36	years		1.83	years
Expected dividends		—	%		—	%		—	%		—	%
Expected volatility		68.0	%		57.5	%		68.0	%		60.0	%
Fair value per share of common stock	$	0.004		$	0.03		$	0.004		$	0.02


	May 2016 Notes
	June 30, 2016			May 2, 2016
Risk-free interest rates		0.54	%		0.69	%
Expected life		1.36	years		1.52	years
Expected dividends		—	%		—	%
Expected volatility		68.0	%		65.0	%
Fair value per share of common stock	$	0.004		$	0.01

Inventory (Tables)

6 Months Ended

Jun. 30, 2017

Inventory

Current Inventory


	June 30,		December 31,
	2017		2016
Raw materials	$	248,383	$	335,606
Work-in-process		1,152,935		1,437,957
Finished goods		15,725		16,015
Inventory	$	1,417,043	$	1,789,578

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies

Future Minimum Lease Payments


Year ending December 31,
Remaining six months of 2017	$	136,589
2018		208,462
	$	345,051

Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2017

Stock-based Compensation

Summary of Operating Expenses and Employee and Nonemployees


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Selling, general and administrative	$	595,853	$	581,857	$	2,813,053	$	1,421,634
Research and development		23,847		172,267		53,047		424,978
Total	$	619,700	$	754,124	$	2,866,100	$	1,846,612

Stock Option Valuation Assumptions



	Three Months Ended June 30,		Six Months Ended June 30,
	2017	2016	2017	2016
Risk-free interest rates	1.90%-1.98%	0.87%-1.34%	1.90%-2.34%	0.87%–1.64%
Expected life	6.25 years	4.00 years–6.00 years	6.00 years–10.00 years	4.00 years–6.25 years
Expected dividends	0%	0%	0%	0%
Expected volatility	90.93%–90.93%	92.38%–96.10%	90.93%–131.24%	88.43%–96.10%

Summary of Stock Option Activity


		Outstanding Options

	Shares
	Available For	Number of	Weighted-Average
	Grant	Shares (1)	Exercise Price (1)
Balance, December 31, 2016	2,988,243	19,840	$	770.35
Shares reserved	—	—		—
Options granted	(1,208,450)	1,208,450		6.91
Options exercised	—	—		—
Options cancelled	2,956	(2,956)		55.96
Balance, June 30, 2017	1,782,749	1,225,334	$	18.77

_________________

(1)

Warrants (Tables)

6 Months Ended

Jun. 30, 2017

Warrants

Stock Warrants Activity


		Weighted
		Average
	Common	Exercise
	Shares	Price
Balance, December 31, 2016	55,049	$	238.90
Granted (1)	3,577,994		5.84
Exercised	(599,670)		5.56
Cancelled	(36)		238.90
Balance, June 30, 2017	3,033,337	$	8.02

_______________

(1)

See Note 9 regarding the issuance of 2017 Warrants

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

Summary of Significant Accounting Policies (Detail)		6 Months Ended
Summary of Significant Accounting Policies (Detail)	Jan. 14, 2015	Jun. 30, 2017 USD ($) shares	Dec. 31, 2016 item shares	Jun. 30, 2016 USD ($)	May 02, 2016	Jan. 11, 2016	Jan. 06, 2016 shares	Nov. 09, 2015
Schedule Of Significant Accounting Policies [Line Items]
Reverse Stock Split Ratio \| item			0.0142
Common stock authorized for issuance \| shares		300,000,000	300,000,000				300,000,000
Convertible notes, interest rate				7.00%
Cash equivalents maturity period		90 days
Excise tax rate on medical devices	2.30%
Provision for returns \| $		$ 0		$ 0
Furniture and Fixtures \| Minimum
Schedule Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful lives		5 years
Furniture and Fixtures \| Maximum
Schedule Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful lives		7 years
Computer hardware and software \| Minimum
Schedule Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful lives		3 years
Computer hardware and software \| Maximum
Schedule Of Significant Accounting Policies [Line Items]
Property and equipment estimated useful lives		5 years
Senior Amortizing Convertible Note
Schedule Of Significant Accounting Policies [Line Items]
Convertible notes, interest rate					7.00%	7.00%		7.00%

Summary of Significant Accounting Policies - Computation of Basic and Diluted Net Loss Per Share (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Numerator:
Net loss	$ (6,840,177)	$ (4,995,165)	$ (14,206,989)	$ (12,403,927)
Denominator for basic and diluted net loss per share:
Weighted-average common shares outstanding	7,501,696	147,108	6,632,862	129,698
Net loss per share-basic and diluted	$ (0.91)	$ (33.96)	$ (2.14)	$ (95.64)

Summary of Significant Accounting Policies - Additional Information (Detail) - shares	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Stock options outstanding
Anti-dilutive Securities
Anti-dilutive as of end of each period	1,225,334	27,640
Convertible preferred stock
Anti-dilutive Securities
Anti-dilutive as of end of each period	5,000,905
Warrants to purchase common stock
Anti-dilutive Securities
Anti-dilutive as of end of each period	3,033,337	58,037

Liquidity and Management's Plans (Detail) - USD ($)		6 Months Ended
Liquidity and Management's Plans (Detail) - USD ($)	Jan. 23, 2017	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Liquidity and Management's Plans
Gross proceeds before deducting estimate offering expenses	$ 19,000,000
Offering costs	$ 2,500,000
Common stock warrants		599,670
Proceeds from warrants exercised		$ 3,334,176
Cash and cash equivalents		$ 11,198,035	$ 3,310,787	$ 11,517,041	$ 7,927,240

Acquisition (Detail) - USD ($)			3 Months Ended		6 Months Ended
Acquisition (Detail) - USD ($)	May 22, 2017	Jan. 01, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Acquisition
Common stock, par value			$ 0.01		$ 0.01		$ 0.01
Preferred stock, par value			$ 0.01		$ 0.01		$ 0.01
Conversion of convertible preferred shares to common stock			12,531,000		12,531,000
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Goodwill			$ 6,397,671		$ 6,397,671
Amortization period					3 years
Results of acquisition	$ 116,000
Trademarks/tradenames
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Amortization period					10 years
BarioSurg
Acquisition
Conversion of convertible preferred shares to common stock	5,000,000
Cash consideration	$ 2,000,000
Number of preferred stock deposited with an escrow agent	100,018
Total consideration	$ 28,300,000
Value of equity consideration	$ 26,300,000
Number of trading days	3 days
Discount for lack of marketability (in percentage)	19.00%
Acquisition related cost			236,000
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Cash			151,280		$ 151,280
Property and equipment			3,000		3,000
Goodwill			6,397,671		6,397,671
Other assets			5,826		5,826
Current liabilities assumed			(186,000)		(186,000)
Net assets acquired			28,258,963		28,258,963
Business Acquisition, Pro Forma Information [Abstract]
Sales			93,060	$ 276,000	133,100	$ 348,000
Net loss			$ (6,812,740)	$ (5,125,993)	$ (14,376,550)	$ (12,714,953)
Net loss per share—basic			$ (0.82)	$ (3.36)	$ (1.86)	$ (8.42)
BarioSurg \| In Process Research & Development
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets			$ 20,720,939		$ 20,720,939
BarioSurg \| Trademarks/tradenames
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets			1,090,363		1,090,363
BarioSurg \| Covenant not to compete
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets			$ 75,884		$ 75,884
BarioSurg \| Common Stock
Acquisition
Number of shares issued	1,380,000	1,380,000
Common stock, par value	$ 0.01
BarioSurg \| Convertible preferred stock
Acquisition
Number of shares issued	1,000,000
Preferred stock, par value	$ 0.01

Fair Value Measurements (Detail) - USD ($)			6 Months Ended			12 Months Ended
Fair Value Measurements (Detail) - USD ($)	May 02, 2016	Jan. 11, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2016	Dec. 31, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Convertible notes, interest rate				7.00%
Notes Issued November 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rates				0.54%			1.11%
Expected life				1 year 4 months 10 days			1 year 10 months 10 days
Expected volatility				68.00%			57.50%
Fair value per share of common stock				$ 0.004			$ 0.03
Notes Issued November 2015 \| First closing
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Debt Instrument Carrying Amount				$ 1,500,000
Fair value outstanding notes				$ 942,000			$ 1,300,000
Notes Issued January 11, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rates		1.01%		0.54%
Expected life		1 year 9 months 29 days		1 year 4 months 10 days
Expected volatility		60.00%		68.00%
Fair value per share of common stock		$ 0.02		$ 0.004
Notes Issued January 11, 2016 \| Second closing
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Debt Instrument Carrying Amount				$ 11,000,000
Fair value outstanding notes		$ 9,900,000		7,900,000
Notes Issued May 2, 2016 \| Third closing
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Debt Instrument Carrying Amount				6,250,000
Fair value outstanding notes	$ 6,000,000			$ 5,500,000
Series A Warrants Issued July 8, 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rates			1.38%			1.20%
Expected life			18 months			24 months
Expected volatility			178.80%			122.03%
Fair value			$ 7,206			$ 36,000
Warrants Issued November 2015
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rates						1.47%
Expected life						46 months
Expected volatility						102.29%
Fair value						$ 449
Warrants Issued January 11, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rates						1.93%
Expected life						48 months
Expected volatility						108.57%
Fair value						$ 1,633
Warrants Issued May 2, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rates	0.69%				0.54%	1.93%
Expected life	1 year 6 months 7 days				1 year 4 months 10 days	52 months
Expected volatility	65.00%				68.00%	106.37%
Fair value						$ 1,037
Fair value per share of common stock	$ 0.01				$ 0.004

Fair Value Measurements - Series A Warrants and Note Warrants (Detail) - Common Stock - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 7,206	$ 39,119
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total	$ 7,206	$ 39,119

Inventory (Detail) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Inventory
Long-term inventory	$ 674,000	$ 676,000

Inventory - Additional Information (Detail) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Inventory
Raw materials	$ 248,383	$ 335,606
Work-in-process	1,152,935	1,437,957
Finished goods	15,725	16,015
Inventory	$ 1,417,043	$ 1,789,578

Commitments and Contingencies (Detail)		1 Months Ended	3 Months Ended		6 Months Ended		9 Months Ended
Commitments and Contingencies (Detail)	Aug. 25, 2015 USD ($)	Feb. 28, 2017 shareholder defendant shares	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Sep. 30, 2016
Loss Contingencies [Line Items]
Operating lease agreement expiration date	Sep. 30, 2018				Sep. 30, 2015
Operating lease agreement term	3 years
Total rent expense			$ 61,638	$ 58,905	$ 120,543	$ 117,810
Number of months that require patients to be followed out in clinical trials							60 months
Lake Forest, California
Loss Contingencies [Line Items]
Operating lease agreement expiration date					Sep. 30, 2018
Operating lease, monthly base rent					$ 2,200
Du Litigation
Loss Contingencies [Line Items]
Number of shareholders \| shareholder		1
Number of Senior Management members \| defendant		4
Number of Shares \| shares		1,093,450
Minimum
Loss Contingencies [Line Items]
Operating lease, monthly base rent	$ 18,925
Maximum
Loss Contingencies [Line Items]
Operating lease, monthly base rent	$ 20,345

Commitments and Contingencies - Additional Information (Detail)	Jun. 30, 2017 USD ($)
Commitments and Contingencies
Remaining six months of 2017	$ 136,589
2018	208,462
Operating Leases, Future Minimum Payments Due, Total	$ 345,051

Senior Amortizing Convertible Notes (Detail) - USD ($) $ in Thousands	Jun. 30, 2016	May 02, 2016	Jan. 11, 2016	Nov. 09, 2015
Debt Instrument [Line Items]
Convertible notes, interest rate	7.00%
Senior Amortizing Convertible Note
Debt Instrument [Line Items]
Convertible notes, interest rate		7.00%	7.00%	7.00%
Senior amortizing convertible notes to be issued		$ 6,250	$ 11,000	$ 1,500

Stock-based Compensation - Expense for Stock-Based Awards (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	$ 619,700	$ 754,124	$ 2,866,100	$ 1,846,612
Total unrecognized compensation costs related to non-vested stock options	5,800,000		$ 5,800,000
Total unrecognized compensation costs related to non-vested stock options, weighted-average period of recognition			2 years 7 months 6 days
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	595,853	581,857	$ 2,813,053	1,421,634
Research and development
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	23,847	172,267	53,047	424,978
Nonemployees
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation	$ 142,000	$ 3,000	$ 142,000	$ 3,000

Stock-based Compensation - Estimated Grant-Date Fair Values of Employee Stock Options (Detail)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rates, minimum	1.90%	0.87%	1.90%	0.87%
Risk-free interest rates, maximum	1.98%	1.34%	2.34%	1.64%
Expected dividends	0.00%	0.00%	0.00%	0.00%
Expected volatility, minimum	90.93%	92.38%	90.93%	88.43%
Expected volatility, maximum	90.93%	96.10%	131.24%	96.10%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	6 years 3 months	4 years	6 years	4 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life		6 years	10 years	6 years 3 months

Stock-based Compensation - Summary of Stock Option Activity (Detail) - Stock Incentive Plan 2003	6 Months Ended
	Jun. 30, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Available For Grant, Beginning Balance	2,988,243
Shares Available For Grant, Options granted	(1,208,450)
Shares Available For Grant, Options cancelled	2,956
Shares Available For Grant, Ending Balance	1,782,749
Outstanding Options, Number of Shares, Beginning Balance	19,840
Outstanding Options, Number of Shares, Options granted	1,208,450
Outstanding Options, Number of Shares, Options cancelled	(2,956)
Outstanding Options, Number of Shares, Ending Balance	1,225,334
Outstanding Options, Weighted-Average Exercise Price, Beginning Balance \| $ / shares	$ 770.35
Outstanding Options, Weighted-Average Exercise Price, Options granted \| $ / shares	6.91
Outstanding Options, Weighted-Average Exercise Price, Options cancelled \| $ / shares	55.96
Outstanding Options, Weighted-Average Exercise Price, Ending Balance \| $ / shares	$ 18.77

Stock Sales (Detail) - USD ($) $ / shares in Units, $ in Millions	Jan. 24, 2017	Jan. 23, 2017	Jun. 30, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Gross proceeds before deducting estimate offering expenses		$ 19.0
Offering costs		$ 2.5
Number of common stock			8,294,976	2,736,621
Common stock warrants			599,670
Beneficial ownership percentage		4.99%
Common stock (in shares)		1,218,107	8,294,976	2,736,621
Preferred stock ( in shares)			1,000,181	0
Class A Units
Class of Stock [Line Items]
Offer price		$ 5.31
Number of common stock		1
Common stock warrants		1
Warrant Term		5 years
Exercise price		$ 5.84
Shares issued upon conversion (in shares)		188
Class B Units
Class of Stock [Line Items]
Offer price		$ 1,000
Common stock warrants		3,577,994
Shares issued upon conversion (in shares)		2,359,894
Preferred Stock
Class of Stock [Line Items]
Shares issued upon conversion (in shares)	2,359,894	2,359,894
Preferred stock ( in shares)		12,531
Warrants 2017
Class of Stock [Line Items]
Common stock warrants		188
Over-allotment option
Class of Stock [Line Items]
Common stock shares issued (in shares)		466,695
Over-allotment option \| Warrants 2017
Class of Stock [Line Items]
Common stock shares issued (in shares)		466,695

Warrants (Detail)	6 Months Ended
Warrants (Detail)	Jun. 30, 2017 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Common stock warrants	599,670
Proceeds from warrants exercised \| $	$ 3,334,176
Common Stock
Class of Warrant or Right [Line Items]
Beginning Balance	55,049
Granted	3,577,994
Exercised	(599,670)
Cancelled	(36)
Ending Balance	3,033,337
Beginning Balance \| $ / shares	$ 238.90
Granted \| $ / shares	5.84
Exercised \| $ / shares	5.56
Cancelled \| $ / shares	238.90
Ending Balance \| $ / shares	$ 8.02