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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2017	Feb. 28, 2018	Jun. 30, 2017
Document And Entity Information
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Entity Registrant Name	ReShape Lifesciences Inc.
Entity Central Index Key	0001371217
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		30,957,113
Entity Public Float			$ 36,362,152

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 10,163,208	$ 3,310,787
Accounts receivable (net of allowance for bad debts of $155,872 and $20,000 at December 31, 2017 and 2016, respectively)	488,613	143,692
Inventory	2,817,112	1,789,578
Prepaid expenses and other current assets	467,783	476,624
Total current assets	13,936,716	5,720,681
Property and equipment, net	438,621	200,720
Goodwill	27,186,620
Other intangible assets, net	46,152,577
Other assets	990,015	1,119,405
Total assets	88,704,549	7,040,806
Current liabilities:
Accounts payable	1,088,271	1,311,706
Accrued expenses	5,955,518	2,751,415
Total current liabilities	7,043,789	4,063,121
Deferred income taxes	5,292,291
Common stock warrant liability	1,600	39,119
Total liabilities	12,337,680	4,102,240
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock, 5,000,000 shares authorized:
Common stock, $0.01 par value; 275,000,000 and 300,000,000 shares authorized at December 31, 2017 and 2016, respectively; 30,957,113 and 2,763,621 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively	309,571	27,366
Additional paid-in capital	410,815,637	303,852,582
Accumulated deficit	(334,759,354)	(300,941,382)
Total stockholders’ equity	76,366,869	2,938,566
Total liabilities and stockholders’ equity	88,704,549	7,040,806
Series A convertible preferred stock
Stockholders’ equity:
Preferred stock, 5,000,000 shares authorized:
Series B convertible preferred stock
Stockholders’ equity:
Preferred stock, 5,000,000 shares authorized:	61
Series C convertible preferred stock
Stockholders’ equity:
Preferred stock, 5,000,000 shares authorized:	$ 954

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Allowance for bad debts	$ 155,872	$ 20,000
Preferred stock, authorized	5,000,000	5,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	275,000,000	300,000,000
Common stock, shares issued	30,957,113	2,736,621
Common stock, shares outstanding	30,957,113	2,736,621
Series A convertible preferred stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, issued	12,531	0
Preferred stock, outstanding	0	0
Conditional convertible preferred stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, issued	1,000,181	0
Preferred stock, outstanding	0	0
Series B convertible preferred stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, issued	20,000	20,000
Preferred stock, outstanding	6,055	0
Series C convertible preferred stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, issued	187,772	187,772
Preferred stock, outstanding	95,388	0

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Consolidated Statements of Operations
Product sales	$ 1,011,377	$ 786,660	$ 292,000
Service and other revenue	275,777
Total revenue	1,287,154	786,660	292,000
Cost of goods sold	764,805	431,476	125,047
Cost of service and other revenue	171,581
Total cost of revenue	936,386	431,476	125,047
Gross profit	350,768	355,184	166,953
Operating expenses:
Selling, general and administrative	25,983,547	17,981,525	19,892,424
Research and development	5,775,098	5,169,286	8,141,323
Total operating expenses	31,758,645	23,150,811	28,033,747
Operating loss	(31,407,877)	(22,795,627)	(27,866,794)
Other income (expense):
Interest income	1,066	5,837	1,819
Interest expense	(3,874)	(4,104,003)	(939,182)
Warrants expense	(4,438,149)
Change in value of warrant liability	(283,097)	3,512,816	3,295,536
Other, net	(652)	20,133	9,874
Income (loss) before income taxes	(36,132,583)	(23,360,844)	(25,498,747)
Income tax benefit	2,314,611
Net loss	$ (33,817,972)	$ (23,360,844)	$ (25,498,747)
Net loss per share—basic and diluted	$ (3.07)	$ (37.53)	$ (298.97)
Shares used to compute basic and diluted net loss per share	11,022,299	622,431	85,290

Consolidated Statements of Stockholders' Equity - USD ($)	Preferred Stock Series A convertible preferred stock and warrants Over-allotment option	Preferred Stock Conditional convertible preferred stock BarioSurg	Preferred Stock Series B convertible preferred stock and warrants Over-allotment option	Preferred Stock Series C convertible preferred stock ReShape Medical, Inc	Preferred Stock	Common Stock Series A convertible preferred stock and warrants Over-allotment option	Common Stock Conditional convertible preferred stock BarioSurg	Common Stock Series C convertible preferred stock ReShape Medical, Inc	Common Stock	Additional Paid-in Capital Series A convertible preferred stock and warrants Over-allotment option	Additional Paid-in Capital Conditional convertible preferred stock BarioSurg	Additional Paid-in Capital Series B convertible preferred stock and warrants Over-allotment option	Additional Paid-in Capital Series C convertible preferred stock ReShape Medical, Inc	Additional Paid-in Capital	Accumulated Deficit	Series A convertible preferred stock and warrants Over-allotment option	Conditional convertible preferred stock BarioSurg	Series B convertible preferred stock and warrants Over-allotment option	Series C convertible preferred stock ReShape Medical, Inc	Total
Beginning Balance (in shares) at Dec. 31, 2014									66,332
Beginning Balance at Dec. 31, 2014									$ 663					$ 258,745,523	$ (252,081,791)					$ 6,664,395
Net loss															(25,498,747)					(25,498,747)
Employee stock-based compensation expense														6,974,489						6,974,489
Nonemployee stock-based compensation expense														(34,712)						(34,712)
Issuance of common stock (in shares)									4,604
Issuance of common stock									$ 46					6,392,326						6,392,372
Issuance of common stock, net of warrants to purchase approximately 301,905 shares of common stock valued at $6,003,932, in registered public offering in July 2015 for cash at an aggregate price of $525.00 per unit, net of financing costs of $929,920 (in shares)									30,476
Issuance of common stock, net of warrants to purchase approximately 301,905 shares of common stock valued at $6,003,932, in registered public offering in July 2015 for cash at an aggregate price of $525.00 per unit, net of financing costs of $929,920									$ 305					9,065,843						9,066,148
Issuance of common stock for payments made in shares on senior amortizing convertible notes(Shares)									1,003
Issuance of common stock for payments made in shares on convertible notes payable									$ 10					109,494						109,504
Ending Balance (in shares) at Dec. 31, 2015									102,415
Ending Balance at Dec. 31, 2015									$ 1,024					281,252,963	(277,580,538)					3,673,449
Net loss															(23,360,844)					(23,360,844)
Employee stock-based compensation expense														2,327,402						2,327,402
Nonemployee stock-based compensation expense														3,535						3,535
Common stock financing costs														(28,000)						$ (28,000)
Exercise of stock warrants (in shares)									1,428											1,428
Exercise of stock warrants									$ 14					4,986						$ 5,000
Issuance of common stock for payments made in shares on senior amortizing convertible notes(Shares)									2,632,778
Issuance of common stock for payments made in shares on convertible notes payable									$ 26,328					20,291,696						$ 20,318,024
Ending Balance (in shares) at Dec. 31, 2016									2,736,621											2,736,621
Ending Balance at Dec. 31, 2016									$ 27,366					303,852,582	(300,941,382)					$ 2,938,566
Net loss															(33,817,972)					(33,817,972)
Employee stock-based compensation expense														4,252,567						4,252,567
Nonemployee stock-based compensation expense														184,230						$ 184,230
Issuance of common stock (in shares)	12,531		20,000			1,218,107
Issuance of common stock	$ 125		$ 200			$ 12,181				$ 16,481,598		$ 17,980,039				$ 16,493,904		$ 17,980,239
Conversions of convertible preferred stock into common stock (in shares)					(1,119,041)				22,665,302
Conversions of convertible preferred stock into common stock					$ (11,190)				$ 226,653					(215,463)
Exercise of stock warrants (in shares)									599,670											599,670
Exercise of stock warrants									$ 5,997					3,648,869						$ 3,654,866
Issuance of common stock and convertible preferred stock related to acquisition (in shares)		1,000,181		187,772			1,380,684	2,356,729
Issuance of common stock and convertible preferred stock related to acquisition		$ 10,002		$ 1,878			$ 13,807	$ 23,567			$ 26,235,154		$ 33,957,912				$ 26,258,963		$ 33,983,357
Issuance of warrants to former holders of convertible notes to purchase 2,575,000 shares of common stock valued at $4,438,149														4,438,149						$ 4,438,149
Ending Balance (in shares) at Dec. 31, 2017					101,443				30,957,113											30,957,113
Ending Balance at Dec. 31, 2017					$ 1,015				$ 309,571					$ 410,815,637	$ (334,759,354)					$ 76,366,869

Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 31, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Issuance of common stock net of warrants to purchase number of shares of common stock, shares	301,905
Issuance of common stock net of warrants to purchase number of shares of common stock, value	$ 6,003,932
Issuance of common stock in public offering for cash per share	$ 525.00
Payments of stock issuance costs public offering	$ 929,920
Exercise of stock warrants (in shares)		599,670	1,428
Exercise of stock warrants, per share			$ 3.50
Issuance of warrants to former holders of convertible notes to purchase		2,575,000
Issuance of warrants to former holders of convertible notes to purchase 2,575,000 shares of common stock valued at $4,438,149		$ 4,438,149
At-The-Market
Payments of stock issuance costs public offering				$ 259,560
At-The-Market \| Minimum
Stock issued, per share				$ 1,162.00
At-The-Market \| Maximum
Stock issued, per share				$ 1,589.00
Over-allotment option \| Series A convertible preferred stock and warrants
Issuance of common stock net of warrants to purchase number of shares of common stock, shares		2,359,894
Issuance of common stock in public offering for cash per share		$ 5.31
Payments of stock issuance costs public offering		$ 2,505,244
Over-allotment option \| Series B convertible preferred stock and warrants
Issuance of common stock net of warrants to purchase number of shares of common stock, shares		8,700,000
Issuance of common stock in public offering for cash per share		$ 1,000.00
Payments of stock issuance costs public offering		$ 2,019,761

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (33,817,972)	$ (23,360,844)	$ (25,498,747)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	205,513	139,576	189,491
Provision for doubtful accounts	12,666	20,000
Deferred income taxes	(2,314,611)
Stock-based compensation	4,436,797	2,330,937	6,939,777
Warrants issued to former holders of convertible notes	4,438,149
Amortization of commitment fees, debt issuance costs and original issue discount		1,836,340	825,735
Amortization of intangible assets	719,950
Change in value of warrant liability	283,097	(3,512,816)	(3,295,536)
Change in operating assets and liabilities:
Accounts receivable	28,103	(105,625)	(55,116)
Inventory	68,441	(103,254)	(705,805)
Prepaid expenses and other current assets	182,584	354,732	(409,822)
Other assets	212,274	(600,634)	349,709
Accounts payable	(223,435)	1,139,656	(222,636)
Accrued expenses	1,180,236	(891,060)	(235,351)
Accrued interest payable		2,097,199	(487,739)
Net cash used in operating activities	(24,588,208)	(20,655,793)	(22,606,040)
Cash flows from investing activities:
Acquisitions, net of cash acquired	(6,230,567)
Purchases of property and equipment	(137,123)	(14,000)	(38,915)
Net cash used in investing activities	(6,367,690)	(14,000)	(38,915)
Cash flows from financing activities:
Proceeds from warrants exercised	3,334,176	5,000
Proceeds from sale of common stock and warrants for purchase of common stock (January 2017)	6,468,148		22,651,932
Proceeds from convertible notes payable		17,250,000	1,500,000
Repayments on convertible notes payable		(446,867)
Repayments on notes payable			(3,000,000)
Debt issuance costs		(726,793)	(477,110)
Net cash provided by financing activities	37,808,319	16,053,340	18,953,028
Net increase in cash and cash equivalents	6,852,421	(4,616,453)	(3,691,927)
Cash and cash equivalents:
Beginning of period	3,310,787	7,927,240	11,619,167
End of period	10,163,208	3,310,787	7,927,240
Supplemental disclosure:
Cash paid for interest	3,874	155,407	601,185
Noncash investing and financing activities:
Issuance of convertible preferred shares and common shares for acquisitions	60,242,320
Conversion of convertible notes and interest payable			109,504
Series A convertible preferred stock
Cash flows from financing activities:
Proceeds from sale of convertible preferred stock (2017)	12,531,000
Series B convertible preferred stock
Cash flows from financing activities:
Proceeds from sale of convertible preferred stock (2017)	20,000,000
Common Stock
Cash flows from financing activities:
Payment of stock financing costs	(2,505,244)	$ (28,000)	$ (1,721,794)
Preferred Stock
Cash flows from financing activities:
Payment of stock financing costs	$ (2,019,761)

Description of the Business; Risks and Uncertainties of the Business	12 Months Ended
	Dec. 31, 2017
Description of the Business; Risks and Uncertainties of the Business
Description of the Business; Risks and Uncertainties of the Business	(1)Description of the Business; Risks and Uncertainties of the Business Description of Business ReShape Lifesciences Inc. (the Company) is focused on the design, development and commercialization of transformative technology to treat obesity and metabolic diseases. 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 has devoted substantially all of its resources to recruiting personnel, developing its product technology, obtaining patents to protect its intellectual property, commercialization activities and raising capital and has recently commenced commercial operations in the United States deriving revenues from its primary business activity in 2015. On May 22, 2017, the Company acquired BarioSurg, Inc. (BarioSurg), a company developing the Gastric Vest System and on October 2, 2017 it acquired ReShape Medical, Inc. (ReShape Medical), a company that develops, manufactures and markets a minimally invasive intragastric balloon resigned to treat certain obesity patients. ReShape Medical LLC became a wholly-owned subsidiary of the Company on October 2, 2017 and its balance sheet and statement operations for the period October 2, 2017 through December 31, 2017 are included with the Company’s 2017 consolidated financial statements. Subsequent to the acquisition of ReShape Medical, the Company relocated its headquarters from St. Paul, Minnesota to San Clemente, California. 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. The Company purchased 100% of the shares and then issued one share to a fiduciary agent. The one share is the property of the Company 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. On October 23, 2017, the Company announced that it had changed its name from “EnteroMedics Inc.” to “ReShape Lifesciences Inc.” effective October 23, 2017. In addition, in connection with the name change, the Company’s ticker symbol was changed to “RSLS” which became effective at the start of trading on October 23, 2017, and the Company’s common stock continued to trade on The NASDAQ Capital Market. During 2016, the Company’s board of directors and stockholders approved two reverse stock splits (collectively, the Reverse Stock Splits). Neither reverse stock split changed the par value of the Company’s common stock or the number of preferred shares authorized by the Company’s certificate of incorporation. The first reverse stock split was a 1-for-15 reverse split (the First Reverse Stock Split) of the Company’s outstanding common stock that became effective after trading on January 6, 2016. The First Reverse Stock Split also decreased the number of shares of common stock authorized by the Company’s certificate of incorporation proportionately, and proportional adjustments were also made to the Company’s outstanding stock options and warrants and the number of shares authorized under the Company’s Amended and Restated 2003 Stock Incentive Plan . In connection with the First Reverse Stock Split, an amendment to the Company’s certificate of incorporation was also approved to increase the number of shares of the Company’s common stock authorized for issuance to 150 million shares, effective immediately after the First Reverse Stock Split on January 6, 2016. The second reverse stock split was a 1-for-70 reverse split (the Second Reverse Stock Split) of the Company’s outstanding common stock that became effective after trading on December 27, 2016 pursuant to the Company’s Sixth Amended and Restated Certificate of Incorporation. In connection with the Second Reverse Stock Split, proportional adjustments were also made to the Company’s outstanding stock options and warrants. Additionally, in connection with the Second Reverse Stock Split, a second amendment was approved to increase the number of shares of the Company’s common stock authorized for issuance to 300 million shares, effective after the Second Reverse Stock Split on December 27, 2016. All share and per-share amounts have been retroactively adjusted to reflect the Reverse Stock Splits for all periods presented. On October 26, 2017, the Company filed a Certificate of Amendment to its Sixth Amended and Restated Certificate of Incorporation to reduce the number of authorized shares of the Company’s common stock from 300 million to 275 million. Risks and Uncertainties The Company is focused on the design, development and commercialization of transformative technology to treat obesity and metabolic diseases and its growing and differentiated product portfolio is utilized by bariatric surgeons, general surgeons, and gastroenterologists. We believe obesity is a global epidemic and that the majority of patients need treatment options that are anatomy friendly and provide for weight loss and comorbidity improvements along with long-term, ongoing obesity support and prevention. We have a limited operating history and the Company’s products require approval from the U.S. Food and Drug Administration (FDA) or corresponding foreign regulatory agencies prior to commercial sales. On January 14, 2015, the vBloc® System, our initial product, which we now refer to as ReShape vBloc, received U.S. Food and Drug Administration (FDA) approval for vBloc Therapy, delivered via the ReShape vBloc. vBloc Therapy is delivered via a pacemaker-like device that helps patients feel full and eat less by intermittently blocking hunger signals on the vagus nerve. Our therapy limits the expansion of the stomach, helps control hunger sensations between meals, reduces the frequency and intensity of stomach contractions and produces a feeling of early and prolonged fullness. On May 22, 2017 the Company acquired the Gastric Vest System (ReShape Vest) through the acquisition of BarioSurg, Inc. The ReShape Vest is an investigational, minimally invasive, laparoscopically implanted medical device being studied for weight loss in obese and morbidly obese patients. The ReShape Vest wraps around the stomach after it has been rearranged into a banana-like shape using sutures, emulating the effect of conventional weight-loss surgery, and is intended to enable gastric volume reduction without permanently changing patient anatomy. On October 2, 2017 the Company acquired ReShape Medical, a privately-held medical technology company that develops, manufactures and markets the ReShape® Dual Weight Loss Balloon (the ReShape Balloon), an FDA-approved, minimally invasive intragastric balloon designed to treat obesity patients with a body mass index (BMI) between 30 and 40, with one or more related comorbid conditions. The acquisition of and results of operations for ReShape Medical for the period October 2, 2017 through December 31, 2017 are included in these consolidated financial statements. 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.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Summary of Significant Accounting Policies

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 subsidiaries. All intercompany transactions and accounts have been eliminated in consolidation.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents. Cash and cash equivalents 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.

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 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 6. The 2015 and 2016 fair values of the Company’s senior amortizing convertible notes is disclosed in Notes 6 and 10.

Common Stock Warrant Liability

The 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 senior amortizing convertible notes (the Note Warrants) are classified as a liability in the 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 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.

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 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

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. The Company establishes inventory reserves for obsolescence based upon projected sales and for defect based upon specific identification of defective or unsalable units.

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 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, 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.

For goodwill and indefinite-lived intangible assets, in-process research and development, the Company reviews for impairment annually and upon the occurrence of certain events as required by Accounting Standards Codification (“ASC”) Topic 350, “Intangibles — Goodwill and Other.” Goodwill and indefinite-lived intangible assets are tested at least annually for impairment and more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company reviews goodwill for impairment by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If the Company is able to determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company would conclude that goodwill is not impaired. If the carrying amount of a reporting unit is zero or negative, the second step of the impairment test is performed to measure the amount of impairment loss, if any, when it is more likely than not that a goodwill impairment exists. The Company did not record any losses for impairment during the year ended December 31, 2017.

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 net deferred tax assets, excluding deferred tax liabilities for indefinite-lived intangible assets, as of December 31, 2017 and 2016 (see Note 12). The Company’s policy is to classify interest and penalties related to income taxes as income tax expense in the consolidated statements of operations.

Medical Device Excise Tax

On January 14, 2015, the Company received FDA approval for vBloc Therapy, delivered via the vBloc Rechargeable 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 under the Affordable Care Act, which imposes a 2.3% excise tax on the sale of certain medical devices, including ReShape vBloc and the ReShape Balloon, by device manufactures, producers or importers (the Medical Device Tax). The Medical Device 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 consolidated statements of operations, which totaled $1,363 for 2015. A moratorium was placed on the Medical Device Tax for 2016 and 2017 and, consequently, the Company was not required to pay the Medical Device Tax in 2016 or 2017. In January 2018, the moratorium was extended to 2018 and 2019.

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 distributions to owners. There was no difference from reported net loss for the years ended December 31, 2017, 2016 and 2015.

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. ReShape vBloc revenue is recognized upon sale to a bariatric center or a medical device distributor when no right of return or price protection exists. ReShape balloon revenue is typically recognized when title is passed, usually at point of shipment. A provision for returns reducing revenues is recorded only if product sales provide for a right of return. No provision for returns was recorded for the years ended December 31, 2015 and December 31, 2016, as vBloc product sales recorded did not provide for rights of return. A provision for returns of $39,000 was recorded in the fourth quarter of 2017 to estimate potential returns of ReShape balloon product.

Revenues for services are recognized when earned, subject to limitations, if any, related to multiple deliverables. We evaluate each element in these multiple-element arrangements to determine whether they represent a separate unit of accounting and recognize each element as the services are performed or as product is shipped.

Shipping and Handling

The Company records amounts invoiced to its customers for outbound freight and shipping as other revenue and the related expense as cost of goods sold.

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. Patent-related legal expenses included in general and administrative costs were $305,000, $269,000, and $200,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

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. 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. 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 years ended December 31, 2017, 2016 and 2015:


	Year Ended
	December 31,
	2017		2016		2015
Numerator:
Net loss	$	(33,817,972)	$	(23,360,844)	$	(25,498,747)
Denominator for basic and diluted net loss per share:
Weighted-average common shares outstanding		11,022,299		622,431		85,290
Net loss per share—basic and diluted	$	(3.07)	$	(37.53)	$	(298.97)

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,
	2017	2016
Stock options outstanding	3,830,447	19,840
Common shares underlying convertible preferred stock	12,172,725	—
Warrants to purchase common stock	14,308,337	55,044

Segment Reporting

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. Our CODM is the Chief Executive Officer.

Under the provisions of ASC 280, Segment Reporting, we have determined that we have one operating segment related to the design, development and commericialization of transformative technology to treat obesity and metabolic diseases. The CODM evaluates operating performance and allocates resources on a total portfolio basis.

Recently Issued Accounting Standards

In May 2014, FASB issued Revenue from Contracts with Customers, Topic 606 (Accounting Standards Update No. 2014-09 (ASU 2014-09)), which outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance, and requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). In 2016, the FASB issued further guidance that offers narrow scope improvements and clarifies certain implementation issues related to revenue recognition, including principal versus agent considerations, the identification of performance obligations and licensing. These additional updates have the same effective date as the new revenue guidance. The new standard and its related amendments are collectively known as “ASC 606.”

We adopted ASC 606 using the modified retrospective method as of January 1, 2018. This approach was applied to all contracts not completed as of January 1, 2018. In addition to the enhanced footnote disclosures related to customer contracts, we anticipate that the most significant impact of the new standard will relate to the timing of revenue recognition for product sales with conditional rebates. No other significant changes to the accounting for revenue are expected.

We have completed our quantitative assessment and the impact of adoption of ASC 606 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows. As part of completing this assessment, we updated and enhanced our internal controls over financial reporting.

In February 2016 FASB issued Accounting Standards Update No. 2016-02 Leases (Topic 842) that changes the recognition of lease assets and lease liabilities by lessees for those leases classified as operating lease. The amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for a public business entity. Early adoption is permitted. Management is evaluating the standard's impact on the consolidated financial statements.

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.

In January 2017 FASB issued Accounting Standards Update No. 2017-04 Intangibles—Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. Under the amendments in this update an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The amendments in this Update are required for public business entities in fiscal years beginning after December 15, 2019. The adoption of this standard is not expected to have a material impact to the Company’s consolidated financial statements.

In July 2017, FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in this update are intended to simplify the accounting for certain equity-linked financial instruments and embedded features with down round features that result in the strike price being reduced on the basis of the pricing of future equity offerings. Under the new guidance, a down round feature will no longer need to be considered when determining whether certain financial instruments or embedded features should be classified as liabilities or equity instruments. That is, a down round feature will no longer preclude equity classification when assessing whether an instrument or embedded feature is indexed to an entity's own stock. In addition, the amendments clarify existing disclosure requirements for equity-classified instruments. These amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We early adopted the applicable amendments in the third quarter of 2017 on a retrospective basis, which permitted the Company to classify the warrants issued along with its Series B Convertible Preferred Stock in August 2017 (Note 11) containing such down round provisions to equity instruments to stockholders’ equity.

Various other accounting standards and interpretations have been issued with 2017 effective dates and effective dates subsequent to December 31, 2017. The Company has evaluated the recently issued accounting pronouncements that are currently effective or will be effective in 2018 and believe that none of them have had or will have a material effect on the Company’s financial position, results of operations or cash flows.

Liquidity and Management's Plans

12 Months Ended

Dec. 31, 2017

Liquidity and Management's Plans

Liquidity and Management's Plans

(3)Liquidity and Management’s Plans

The accompanying 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 revenue sufficient to offset operating costs 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 its products, raise substantial doubt about our ability to continue as a going concern absent a strengthening of our cash position. As of December 31, 2017, the Company had $10.2 million of cash and cash equivalents to fund its operations into early 2018.

The following financing transactions occurred in 2015, 2016 and 2017 to fund the Company’s operations and acquisitions:

On July 8, 2015, the Company closed a public offering of units consisting of common stock and the Series A Warrants. Gross proceeds of the offering were $16.0 million, prior to deducting offering expenses of approximately $1.4 million

On November 4, 2015 the Company entered into a securities purchase agreement (the Purchase Agreement) with institutional investors to issue up to $25.0 million of senior amortizing convertible notes (the Notes) and Note Warrants, in three separate closings. $1.5 million of the Notes was funded at the first closing on November 9, 2015 (the First Closing).

An additional $11.0 million of the Notes was funded at the second closing on January 11, 2016 (the Second Closing).

An additional $6.25 million of the Notes was funded at the third closing on May 2, 2016 (the Third Closing).

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 approximately $2.5 million.

During 2017, common stock warrants for 559,670 shares of common stock were exercised by warrant holders with proceeds to the Company of $3.3 million.

On August 16, 2017, the Company closed an underwritten public offering consisting of units of Series B Convertible Preferred Stock and warrants to purchase common stock. Gross proceeds of the offering were $20.0 million, prior to deducting underwriting discounts and commissions and offering expenses of approximately $2.0 million.

On April 2, 2018 the Company announced that it had entered into a securities purchase agreement with an institutional investor providing for the purchase and sale in a registered direct offering of shares of series D convertible preferred stock and a warrant to purchase shares of common stock for a purchase price of $6.0 million. The transaction is expected to close on or about April 4, 2018 and the Company expects to receive net proceeds of approximately $5.25 million after deducting placement agent fees and other offering expenses.

The Company’s anticipated operations include plans to (i) integrate the sales and operations of the Company with the newly acquired ReShape Medical in order to expand sales of both the ReShape Balloon and ReShape vBloc as well as to obtain cost savings synergies, (ii) expand the controlled commercial launch of vBloc Therapy, delivered via the ReShape vBloc System, (iii) continue development of the ReShape Vest, (vi) seek opportunities to leverage the Company’s intellectual property portfolio and custom development services to provide third party sales and licensing opportunities, and (v) 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 or debt financing approximately one or two times per year as well as a strategic merger or other transaction to obtain additional funding or expand its product line to continue the development of, and to successfully commercialize, the ReShape Balloon, the ReShape vBloc System and the ReShape Vest. While the acquisition of ReShape Medical does provide incremental revenues to the Company, the cost to further develop and commercialize the ReShape Balloon is expected to significantly exceed revenues for the foreseeable future. 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. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Acquisitions

12 Months Ended

Dec. 31, 2017

Acquisitions

Acquisitions

(4)Acquisitions

BarioSurg, Inc.

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 (which we now refer to as the “ReShape 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 converted into 5.0 million shares of Company Common Stock on October 25, 2017 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 our existing cash balances 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 closing prices of our common stock on the NASDAQ Stock Market on the date the transaction was announced, 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 $454,000 for legal, accounting, audit, valuation and other services that were incurred from the May 22, 2017 acquisition date through December 31, 2017 as part of the transaction and were expensed as incurred.

The transaction was accounted for as a business combination and 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 assessment of fair value and the determination of deferred tax assets aquired is preliminary, and is based on information that was available at the time the consolidated financial statements were prepared. Accordingly, the allocation of purchase price to intangible assets and to deferred tax assets and liabilities to the acquired intangible assets is preliminary and, therefore, subject to adjustment in future periods.


Cash	$	151,280
Property and equipment		3,000
Goodwill		14,004,573
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)
Deferred income tax liability		(7,606,902)
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 was valued using the comparative business valuation method-income approach and is being amortized over a three-year period. The values of these intangible assets are considered Level 3 measurements.

In the fourth quarter of 2017, the Company determined that a deferred tax liability of $7.6 million related to the IPR&D asset acquired in the BarioSurg acquisition, along with an equal amount of additional goodwill, should have been included in the Company’s initial purchase price allocation and reported on its balance sheet as of June 30, 2017 and September 30, 2017. The Company has corrected this error as of December 31, 2017 and believes the effect of the error, which had no impact on previously reported quarterly net loss, is immaterial to the previously filed quarterly financial statements as of June 30 and September 30, 2017. The deferred tax liability was remeasured as of December 22, 2017, with the enactment of the Tax Cuts and Jobs Act, which resulted in a $2.3 million income tax benefit being recognized in the consolidated statement of operations for the year ended December 31, 2017 (see also Note 12).

The results of this acquisition, zero revenues and a $832,000 loss for the 2017 year-to-date period through December 31, 2017, are included in our consolidated operations beginning May 22, 2017.

At a Special Meeting of Shareholders on October 25, 2017, Company shareholders approved the conversion of 1,000,181 shares of conditional convertible preferred stock held by the former shareholders of BarioSurg, Inc. into 5,000,905 shares of common stock.

Unaudited Pro Forma Information-BarioSurg Acquisition

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.


	Year Ended December 31,
	2017		2016
Revenues	$	1,287,154	$	786,660
Net loss	$	(33,760,443)	$	(23,996,256)
Net loss per share—basic and diluted	$	(2.92)	$	(11.98)

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.

ReShape Medical, Inc.

On October 2, 2017 the Company acquired ReShape Medical, Inc., a privately-held medical technology company that develops, manufactures and markets the ReShape® Dual Weight Loss Balloon, an FDA and CE marked approved, minimally invasive intragastric balloon designed to treat obesity patients with a body mass index (BMI) between 30 and 40, with one or more related comorbid conditions.

The consideration paid by the Company for ReShape Medical consisted of: (i) 2,356,729 shares of Company Common Stock, par value $0.01 per share, (ii) 187,772 shares of series C convertible preferred stock (which became convertible into 18,777,200 shares of common stock upon the December 19, 2017 approval of the Company’s stockholders under NASDAQ rules, of which 8.3 million shares of common stock were automatically converted on that date), and (iii) approximately $5.0 million in cash, which amount was immediately used to pay ReShape Medical’s outstanding senior secured indebtedness and certain transaction expenses of ReShape Medical.

The total consideration paid by the Company, preliminarily valued at $39.0 million, includes: (a) $5.0 million in cash paid from our existing cash balances and (b) $34.0 million from the issuance of the common stock and the series C convertible preferred stock. The preliminary valuation of the common stock and series C preferred stock took into account (i) the conversion ratio of the series C convertible preferred stock, (ii) the closing price of our common stock on the NASDAQ Stock Market on the date the transaction was announced, and (iii) a 20% discount for lack of marketability related to the shares issued in the transaction. The common stock and series C convertible preferred stock issued to the the former ReShape Medical equity holders in connection with the transaction, including any common stock acquired via conversion of series C convertible preferred stock to common stock, are subject to six month holding period, volume and other limitations under Rule 144.

The purchase price consideration of $39.0 million does not include expenses of $736,000 for legal, accounting, audit, valuation and other services that were incurred from the October 2, 2017 acquisition date through December 31, 2017 as part of the transaction and were expensed as incurred.

The transaction was accounted for as a business combination and the following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a result of the ReShape Medical acquisition. The excess of the cost of the acquisition over the fair value of assets acquired was recorded as goodwill. The assessment of fair value and the determination of deferred tax assets acquired 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 to the intangible assets and to deferred tax assets and liabilities is preliminary and subject to adjustment in future periods.


Cash	$	617,229
Accounts receivable		385,690
Inventory		1,095,975
Prepaid expenses and other current assets		173,743
Property and equipment		303,291
Goodwill		13,182,047
Developed technology		18,451,360
Trademarks/tradenames		2,780,448
Customer relationships		3,753,533
Other assets		77,058
Current liabilities assumed		(1,837,941)
Net assets acquired	$	38,982,433

Developed technology consists of the ReShape® Dual Weight Loss Balloon (the ReShape Balloon), an FDA-approved, minimally invasive intragastric balloon designed to treat obesity patients with a body mass index (BMI) between 30 and 40, with one or more related comorbid conditions. The acquired developed technology assets are valued by estimating cash flows using an income approach and they are amortized over a 12-year period, consistent with the remaining lives of the technology’s key patents. Trademarks/tradenames are valued using the relief from royalty method and are being amortized over a 10-year period. Customer relationships are valued using the with-and-without method under the income approach and are being amortized over 5 years. The values of these intangible assets are considered Level 3 measurements.

The results of this acquisition for the period beginning with the October 2, 2017 acquisition date through December 31, 2017 are included in our 2017 statement of operations and include $718,000 of revenue and a $4.1 million loss.

At a Special Meeting of the Stockholders on December 19, 2017, Company stockholders approved the issuance of up to 18,777,200 shares of common stock upon the conversion of 187,772 shares of series C convertible preferred stock issued to the former equity holders of ReShape Medical. On that date, 82,384 shares of series C convertible preferred stock automatically converted into 8,238,400 shares of common stock and an additional 10,000 shares of series C convertible preferred stock were optionally converted into 1,000,000 shares of common stock.

Unaudited Pro Forma Information – ReShape Medical Acquisition

The following unaudited pro forma financial information presents our combined results of operations as if the acquisition of ReShape Medical 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.


	Year Ended December 31,
	2017		2016
Revenues	$	3,874,908	$	6,745,933
Net loss	$	(46,871,794)	$	(43,195,299)
Net loss per share—basic and diluted	$	(3.66)	$	(14.50)

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 2.36 million shares of the Company’s common stock as of January 1, 2016.

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2017

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

(5) Goodwill and Other Intangible Assets

Allocations of purchase prices related to the acquisitions of BarioSurg and ReShape Medical during the year ended December 31, 2017 resulted in the recording of $27.2 million of goodwill and $46.9 million of other intangible assets as discussed in Note 4.

The following table summarizes the activity of intangible assets, excluding goodwill for the year ended December 31, 2017:


	Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Book Value
In Process Research & Development	indefinite	$	20,720,939	$	—	$	—	$	20,720,939
Trademarks/Tradenames	10		3,870,811		(133,116)		—		3,737,695
Covenant not to compete	3		75,884		(14,755)		—		61,129
Developed technology	12		18,451,360		(384,402)		—		18,066,958
Customer relationships	5		3,753,533		(187,677)		—		3,565,856
Total		$	46,872,527	$	(719,950)	$	—	$	46,152,577

The following table summarizes the expected amortization of intangible assets as of December 31, 2017:


Year ending December 31,
2018	$	2,700,696
2019		2,700,696
2020		2,685,940
2021		2,675,401
2022		2,487,722
Thereafter		12,181,183
	$	25,431,638

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2017

Fair Value Measurements

Fair Value Measurements

(6)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 did not hold any short-term investments classified as available for sale or held to maturity as of December 31, 2017 and 2016.

The fair value of each 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 valuation assumptions:


		Series A Warrants
	December 31, 2017			December 31, 2016
Risk-free interest rates		1.76	%		1.20	%
Expected life		12	months		24	months
Expected dividends		—	%		—	%
Expected volatility		193.28	%		122.03	%
Fair value	$	1,600		$	36,000


	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

During the year ended December 31, 2016 all the amounts outstanding under the Notes were paid off via conversions into shares of common stock.

Inventory

12 Months Ended

Dec. 31, 2017

Inventory

Inventory

(7)Inventory

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 $1.0 million and $676,000 of long-term inventory, primarily consisting of raw materials, as of December 31, 2017 and 2016, respectively.

Current inventory consists of the following as of:


	December 31,
	December 31,		December 31,
	2017		2016
Raw materials	$	707,919	$	335,606
Work-in-process		1,494,278		1,437,957
Finished goods		614,915		16,015
Inventory	$	2,817,112	$	1,789,578

Property and Equipment

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Property and Equipment

(8)Property and Equipment

Property and equipment consists of the following as of:


	December 31,
	2017		2016
Furniture and equipment	$	2,393,644	$	2,302,878
Computer hardware and software		887,059		596,292
Leasehold improvements		123,542		62,651
		3,404,245		2,961,821
Less accumulated depreciation and amortization		(2,965,624)		(2,761,101)
Property and equipment, net	$	438,621	$	200,720

Accrued Expenses

12 Months Ended

Dec. 31, 2017

Payables and Accruals [Abstract]

Accrued Expenses

(9)Accrued Expenses

Accrued expenses consist of the following:


	December 31,
	2017		2016
Professional service related expenses	$	2,643,342	$	1,858,912
Payroll related expenses		2,480,219		507,327
Other expenses		831,957		385,176
Accrued expenses	$	5,955,518	$	2,751,415

Senior Amortizing Convertible Notes

12 Months Ended

Dec. 31, 2017

Senior Amortizing Convertible Notes

Senior Amortizing Convertible Notes

(10)Senior Amortizing Convertible Notes

On November 4, 2015, the Company entered into the Purchase Agreement to issue and sell to four institutional investors 7% senior amortizing convertible notes due 2017 in three separate closings. The Notes were initially convertible into shares of the Company’s common stock at a price equal to $304.50 per share with an aggregate principal amount of $25.0 million. Each Note was sold with Note Warrant with an exercise price of $325.50 per share. The Company issued and sold Notes and Note Warrants for aggregate total proceeds of $12.5 million in the First Closing and Second Closing and after entering into the First Amendment, which provided that the scheduled third closing would be split into two separate closings, issued and sold Notes and Note Warrants for aggregate total proceeds of $6.25 million in the Third Closing. After the Third Closing, the Company entered into the Second Amendment, which set a deadline of December 30, 2016 for the final closing and provided the consent of the holders of the Notes to the Company reducing the conversion price of the Notes from time to time in order to incentivize the holders of the Notes to convert their Notes into shares of the Company’s common stock. As the final closing did not occur prior to the December 30, 2016 deadline, the remaining $6.25 million of Notes was not funded. Additionally, after entering into the Second Amendment, the Company reduced the conversion price of the Notes frequently in order to incentivize the holders of the Notes to convert all of the outstanding amounts outstanding under the Notes. As of December 31, 2016, all of the Notes were fully repaid.

During the year ended December 31, 2016, $18.7 million of aggregate principal amount of Notes were converted by holders of the Notes into approximately 2,632,000 shares of the Company’s common stock.

Description of the Notes

The Notes were payable in monthly installments, accrued interest at a rate of 7.0% per annum from the date of issuance and had a maturity date 24 months after the First Closing. The Notes were repayable, at the Company’s election, in either cash or shares of the Company’s common stock at a discount to the then-current market price. The Notes were also convertible from time to time, at the election of the holders, into shares of the Company’s common stock at an initial conversion price of $304.50 per share. The conversion price was adjusted to $76.30 per share on January 29, 2016, the 16th trading day following the First Reverse Stock Split, per the terms of the Notes. The Notes also allowed the Company to reduce the conversion price from time-to-time, upon the holders’ consent, which was provided for in the Second Amendment.

The holder of each Note had the right to convert any portion of such Note unless the holder, together with its affiliates, beneficially owned in excess of 4.99% of the number of shares of the Company’s common stock outstanding immediately after giving effect to the conversion, as such percentage ownership was determined in accordance with the terms of the Notes. The holders were also able to increase or decrease such percentage to any other percentage, but in no event above 9.99%, provided that any increase of such percentage would not be effective until 61 days after providing notice to the Company.

The Company determined that the conversion feature in the Notes requires bifurcation and liability classification and measurement, at fair value, and requires evaluation at each reporting period. Under Accounting Standards Codification (ASC) 825, Financial Instruments, the FASB provides an alternative to bifurcation and companies may instead elect fair value measurement for the entire instrument, including the debt and conversion feature. The Company elected the fair value alternative in order to simplify its accounting and reporting of the Notes upon issuance. The fair value of the Note Warrants was recorded as a discount to the Notes and amortized to interest expense following the effective interest rate method over the term of the Notes.

The First Closing occurred on November 9, 2015. At the First Closing, the Company issued and sold Notes with an aggregate principal amount of $1.5 million, along with Note Warrants exercisable for 1,679 shares. During the quarter ended September 30, 2016, all remaining principal and interest amounts outstanding under the Notes issued at the First Closing were paid off via conversions to common shares.

The Second Closing occurred on January 11, 2016 after the Company received approval of the offering by the Company’s stockholders and the satisfaction of certain customary closing conditions. At the Second Closing, the Company issued and sold Notes with an aggregate principal amount of $11.0 million, along with Note Warrants exercisable for 12,312 shares. The fair value of Note Warrants issued on January 11, 2016 was determined to be $515,000 using a Black-Scholes valuation model. During the quarter ended December 31, 2016, all remaining principal and interest amounts outstanding under Notes issued at the Second Closing were paid off via conversions to common shares.

The Third Closing occurred on May 2, 2016 after the Company entered into the First Amendment and satisfied certain closing conditions. At the Third Closing, the Company issued and sold Notes with an aggregate principal amount of $6.25 million, along with Note Warrants exercisable for 6,995 shares. The fair value of the Note Warrants issued on May 2, 2016 was determined to be $150,195 using a Black-Scholes valuation model. During the quarter ended December 31, 2016, all remaining principal and interest amounts outstanding under Notes issued at the Third Closing were paid off via conversions to common shares.

On December 31, 2015, the fair value of the outstanding Notes was determined to be $1.3 million using a Binomial Lattice model.

The following table summarizes the installment amounts and additional conversions by the holders of the Notes through December 31, 2016:

First Closing:


							Common
	Principal		Interest		Total		Shares
Installment amount at December 31, 2015	$	65,217	$	23,651	$	88,868	814
Holder conversions during the quarter ended December 31, 2015		18,261		2,375		20,636	189
Total installments and conversions, December 31, 2015		83,478		26,026		109,504	1,003
Installment amount at February 29, 2016		65,217		23,681		88,898	1,314
Installment amount at March 31, 2016		65,217		14,827		80,044	1,271
Holder conversions during the quarter ended March 31, 2016		104,784		12,762		117,546	1,524
Total installments and conversions, March 31, 2016		318,696		77,296		395,992	5,112
Installment amount at April 30, 2016		65,217		13,853		79,070	1,454
Installment amount at May 31, 2016		65,217		13,082		78,299	2,121
Installment amount at June 30, 2016		54,217		11,275		65,492	3,590
Holder conversions during the quarter ended June 30, 2016		1,627		174		1,801	29
Total installments and conversions, June 30, 2016		504,974		115,680		620,654	12,306
Installment amount at July 31, 2016		65,217		10,148		75,365	5,521
Installment amount at August 31, 2016		46,957		5,830		52,787	4,593
Holder conversions during the quarter ended September 30, 2016		882,852		78,634		961,486	72,528
Total installments and conversions, September 30, 2016 and December 31, 2016	$	1,500,000	$	210,292	$	1,710,292	94,948

Second Closing:


							Common
	Principal		Interest		Total		Shares

Installment amount at March 2, 2016	$	404,762	$	149,300	$	554,062	*
Holder conversions during the quarter ended March 31, 2016		987,000		124,050		1,111,050	14,974
Total installments and conversions, March 31, 2016		1,391,762		273,350		1,665,112	14,974
Installment amount at April 29, 2016		404,762		149,497		554,259	10,190
Installment amount at May 31, 2016		291,428		86,518		377,946	10,238
Installment amount at June 30, 2016		404,762		82,913		487,675	22,842
Holder conversions during the quarter ended June 30, 2016		25,373		2,995		28,368	414
Total installments and conversions, June 30, 2016		2,518,087		595,273		3,113,360	58,658
Installment amount at July 31, 2016		213,429		47,457		260,886	19,113
Installment amount at August 31, 2016		631,429		116,511		747,940	64,810
Installment amount at September 30, 2016		404,762		45,846		450,608	51,698
Holder conversions during the quarter ended September 30, 2016		4,868,679		418,847		5,287,526	418,253
Total installments and conversions, September 30, 2016		8,636,386		1,223,934		9,860,320	612,532
Installment amount at Oct 31, 2016		340,000		24,738		364,738	70,665
Installment amount at Nov 30, 2016		291,429		27,528		318,957	81,952
Installment amount at December 31, 2016		156,867		11,425		168,292	57,453
Holder conversions during the quarter ended December 31, 2016		1,575,318		122,624		1,697,942	450,385
Total installments and conversions, December 31, 2016	$	11,000,000	$	1,410,249	$	12,410,249	1,272,987

Third Closing


							Common
	Principal		Interest		Total		Shares

Installment amount at June 30, 2016	$	212,158	$	90,659	$	302,817	16,600
Holder conversions during the quarter ended June 30, 2016		—		—		—	—
Total installments and conversions, June 30, 2016		212,158		90,659		302,817	16,600
Installment amount at July 31, 2016		147,368		32,374		179,742	13,168
Cash Payment – July 31, 2016 installment		42,105		6,107		48,212	*
Installment amount at August 31, 2016		336,842		62,059		398,901	34,684
Installment amount at September, 2016		263,158		41,822		304,980	34,523
Holder conversions during the quarter ended September 30, 2016		1,915,698		175,092		2,090,790	155,272
Total installments and conversions, September 30, 2016		2,917,329		408,113		3,325,442	254,247
Installment amount at Oct 31, 2016		221,053		35,004		256,057	48,192
Installment amount at Nov 30, 2016		221,053		31,259		252,312	64,828
Installment amount at December 31, 2016		221,053		14,526		235,579	81,872
Holder conversions during the quarter ended December 31, 2016		2,669,512		170,359		2,839,871	816,707
Total installments and conversions, December 31, 2016	$	6,250,000	$	659,261	$	6,909,261	1,265,846

* Cash payments

Description of the Note Warrants

Each Note Warrant was exercisable immediately and for a period of 60 months from the date of the issuance of the Note Warrant. After completion of the Third Closing, the Note Warrants entitle their holders to purchase, in aggregate, 27,982 shares of the Company’s common stock. The Note Warrants were initially exercisable at an exercise price equal to $325.50, subject to adjustment on the eighteen month anniversary of issuance, and certain other adjustments. The exercise price and number of shares of common stock issuable on the exercise of the Note Warrants was subject to adjustment upon the issuance of any shares of common stock or securities convertible into shares of common stock below the then-existing exercise price, with certain exceptions. Additionally, the exercise price and number of shares of common stock issuable upon the exercise of the Note Warrants were subject to adjustment in the event of any stock split, reverse stock split, recapitalization, reorganization or similar transaction.

The exercise price of the Note Warrants issued November 9, 2015 was reduced to $76.30 per share on January 29, 2016, the 16th trading day following the First Reverse Stock Split, per the terms of the Note Warrants. Per the terms of the Note Warrants, the exercise price of each of the Note Warrants issued January 11, 2016 and May 2, 2016 remained $325.50 until January 20, 2017, the 16th trading day following the Second Reverse Stock Split, at which point the price of all of the Note Warrants was adjusted to $2.18 per share. All remaining Note Warrants were exercised during the first quarter of 2017.

Stock Sales	12 Months Ended
Stock Sales	Dec. 31, 2017
Stock Sales
Stock Sales	(11)Stock Sales January 2017 Issuance of Common Stock, Convertible Preferred Stock and Warrants 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. August 2017 Issuance of Convertible Preferred Stock and Warrants On August 16, 2017, the Company closed a firm commitment underwritten public offering of 20,000 units consisting of one share of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), which is convertible into 435 shares of Common Stock, at a conversion price of $2.30 per share, and one seven-year warrant to purchase 435 shares of Common Stock at an exercise price of $2.30 per share, at a public offering price of $1,000 per unit. The net proceeds received by the Company from the sale of the units was approximately $18.0 million, after deducting approximately $2.0 million of underwriting discounts and offering expenses. The Series B Preferred Stock was determined to not be mandatorily redeemable under ASC 480. Additionally, the Company identified two embedded features within the Series B Preferred Stock: (1) optional conversion by the holder, and (2) redemption in the event of a fundamental change and the Company determined that neither of these embedded features required bifurcation under ASC 815. Since the Series B Preferred Stock is only redeemable in an ordinary liquidation, upon the occurrence of a fundamental transaction which is solely within the Company’s control, or in circumstances when all common shareholders are entitled to receive the same form of consideration, the Series B Preferred Stock is presented within permanent equity. The Series B Preferred Stock contains an anti-dilution feature that requires the Company to adjust the conversion price in the event of future stock sales at a lower unit price. In the event anti-dilution provision is triggered, the Company is required to evaluate whether a contingent beneficial conversion feature has been met and, if so, evaluate and account for any value attributable to the contingent beneficial conversion feature. The warrants issued with the Series B Preferred Stock were also classified in stockholders’ equity as they are both indexed to the Company’s own stock and meet the scope exception in ASC 815-10-15-74(a) and, accordingly, do not require derivative liability accounting pursuant to ASC 815. The terms of the warrants contain an anti-dilution feature that, if triggered, require the Company to evaluate and account for the value attributable to the reduced warrant exercise price. As of December 31, 2017, 13,945 of the 20,000 shares of the Series B Preferred Stock issued in the offering had been converted into 6,066,075 shares of Common Stock. On August 16, 2017, the Company also issued warrants to purchase an aggregate of 2,575,000 shares of Common Stock to certain parties (each, a “Holder”) to the Securities Purchase Agreement (as amended, the “Purchase Agreement”), dated November 4, 2015, between the Company and the other parties named therein, as consideration for the waiver by each of the Holders of their right to participate in future securities offerings by the Company, which rights were granted pursuant to the Purchase Agreement. These warrants are in substantially the same form, and on the same terms as, the Warrants issued pursuant to the Offering. Because the Company received no additional consideration or future rights related to the warrants issued to the Holders, the Black Scholes value of the warrants was recorded as $4.4 million of expense as of the August 16, 2017 issuance date. The Black Scholes value was estimated using a risk-free interest rate of 2.03%, an expected life of 7.0 years, expected dividends of zero and expected volatility of 112.03%. Sales Agreement—July 2015 On July 8, 2015, the Company closed a public offering, where it sold 30,476 units at an aggregate price of $525.00 per unit, for gross proceeds of $16.0 million before deducting estimated offering expenses of approximately $1.4 million, of which $532,000 was assigned to the warrants issued with each unit sold and was recognized immediately as interest expense in the consolidated statements of operations as the warrants are exercisable upon issuance. Each unit consisted of: (A)(i) one share of common stock or (ii) one pre-funded Series C warrant to purchase one share of common stock at an exercise price equal to $525.00 per share (Series C Warrant); and (B) one Series A Warrant with an exercise price initially equal to $630.00 per share (Series A Warrant). Each purchaser of a unit could elect to receive a Series C Warrant in lieu of a share of common stock. No Series C Warrants were issued. The Series A Warrants are exercisable for a period of 42 months from the closing date of the public offering. The exercise price and number of shares of common stock issuable on the exercise of the Series A Warrants are subject to adjustment upon the issuance of any shares of common stock or securities convertible into shares of common stock below the then-existing exercise price, with certain exceptions, and in the event of any stock split, reverse stock split, recapitalization, reorganization or similar transaction. The holder of the Series A Warrant does not have the right to exercise any portion of the Series A Warrant if the holder, together with its affiliates, would, subject to certain limited exceptions, beneficially own in excess of 9.99% of the Company’s common stock outstanding immediately after the exercise or 4.99% as may be elected by the purchaser. The exercise price of the Series A Warrants issued July 8, 2015 was reduced to $168.00 per share on November 9, 2015 as a result of the issuance of the Notes and was further reduced to $67.90 per share on January 29, 2016, the 16th trading day following the First Reverse Stock Split, per the terms of the Series A Warrants and was further reduced at various times during the year ended December 31, 2016 as a result of installment and acceleration payments made on the Notes. As of December 31, 2016, the exercise price of the warrants was $2.80 per share and on January 20, 2017, the 16th trading day following the Second Reverse Stock Split, the exercise price of the Series A Warrants was adjusted to $2.18 per share, per the terms of the Series A Warrants.

Income Taxes

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

(12)Income Taxes

On December 22, 2017, H.R. 1, originally known as the Tax Cuts and Jobs Act ("2017 Tax Act"), was enacted into law in the United States, resulting in significant changes from previous tax law. The 2017 Tax Act reduces the federal corporate income tax rate to 21% effective January 1, 2018. The rate change resulted in a reduction of our net deferred tax assets, before application of the valuation allowance, of $37.1 million. The Company recorded a $2.3 million tax benefit in the fourth quarter of 2017 related to the remeasurement of the deferred tax liability for the indefinite-lived intangible asset related to the BarioSurg acquisition in May 2017 (see Note 4).

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which allows for the recording of provisional amounts during a measurement period not to extend beyond one year of the enactment date since the 2017 Tax Act was passed late in the fourth quarter of 2017 and ongoing guidance from the Internal Revenue Service and Treasury is expected over the next 12 months. As a result of the 2017 Tax Act, NOLs generated in taxable years ending after December 31, 2017 have an indefinite carryforward period. The Company continues to evaluate the extent that deductible temporary differences are expected to reverse and generate an indefinite-lived NOL and the related impact on the valuation allowance. The accounting for the valuation allowance is, therefore, considered to be incomplete due to the forthcoming guidance and the Company’s ongoing analysis of final year-end data and tax positions. In accordance with SAB 118, a provisional tax benefit of $2.3 million was recorded, and the Company expects to complete its analysis within the measurement period.

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.

Income tax expense (benefit) for the three years ended December 31 was as follows:


	2017		2016		2015
Deferred:
Federal	$	(2,538,611)	$	—	$	—
State		224,000		—		—
Total income tax expense (benefit)	$	(2,314,611)	$	—	$	—

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:


	2017		2016		2015
Computed "expected" tax benefit	34.0	%	34.0	%	34.0	%
Other permanent adjustments	(5.5)	%	3.1	%	1.6	%
Research and development credit	0.7	%	0.6	%	0.9	%
Change in Federal tax rate	(102.5)	%	—	%	—	%
Federal valuation allowance	79.7	%	(37.7)	%	(36.5)	%
	6.4	%	—	%	—	%

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


	2017		2016
Deferred tax assets (liabilities):
Start-up costs	$	4,166,000	$	6,662,000
Capitalized research and development costs		12,494,000		23,012,000
Reserves and accruals		7,642,000		8,933,000
Property and equipment		46,000		83,000
Research and development credit		4,387,000		2,198,000
Net operating loss carryforwards		63,794,000		41,657,000
Total gross deferred tax assets		92,529,000		82,545,000
Valuation allowance		(86,033,000)		(82,545,000)
Deferred tax assets		6,496,000		—
Intangible assets		(11,788,000)		—
Total gross deferred tax liabilities		(11,788,000)		—
Net deferred tax liability	$	(5,292,000)	$	—

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 defined by IRC Section 382. Based on the level of historical taxable losses, projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, and consideration of the “more likely than not standard” required by ASC 740, management currently believes the Company will not realize the benefits of these deductible differences, except to the extent of reversing taxable temporary differences. Accordingly, the Company has provided a valuation allowance against the net deferred tax assets, excluding deferred tax liabilities for indefinite-lived intangible assets, as of December 31, 2017 and 2016.

The Company’s ability to utilize its net operating loss carryforwards, tax credits, and built-in items of deduction, including capitalized start-up costs and research and development costs, may be substantially limited due to ownership changes that may have occurred or that could occur in the future. These ownership changes may limit the amount of net operating loss carryforwards, credits and built-in items of deduction that can be utilized annually to offset future taxable income. In general, an ownership change, as defined in IRC Section 382, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders or public groups. During 2011, the Company completed an IRC Section 382 review and the results of the review indicated that ownership changes had occurred. While the Company has not completed an IRC Section 382 review since 2011, it believes that it is likely that additional ownership changes have occurred since then. Since the Company has experienced an ownership change, utilization of carryforward attributes are subject to an annual limitation, which is determined by first multiplying the value of the Company’s common stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a significant portion of the carryforward attributes before utilization and the permanent loss of built-in items of deduction. Any carryforward attributes that expire prior to utilization or permanent loss of built-in items of deduction as a result of such limitations will be removed from deferred tax assets with a corresponding adjustment to the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operations of the Company.

As of December 31, 2017, the Company has generated or acquired U.S. federal net operating loss carryforwards of approximately $253.8 million. Of the total federal net operating loss, $48.0 million will expire unused as a result of the 2011 Section 382 limitation. The federal net operating loss carryforwards expire in the years 2022 through 2037. The Company’s research and development credit carryforwards, if not used, begin to expire in 2024.

Net operating loss carryforwards of the Company are subject to review and possible adjustment by the taxing authorities. With certain exceptions (e.g. the net operating loss carryforwards), the Company is no longer subject to U.S. federal, state or local examinations by tax authorities for years prior to 2014. There are no tax examinations currently in progress.

Stock Options

12 Months Ended

Dec. 31, 2017

Stock Options

Stock-based Compensation

(13)Stock Options

The Company has adopted the Second Amended and Restated 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, 2017 and 2016, according to the Plan 40,000,000 shares were authorized and reserved. Pursuant to the terms of the Plan, the shares authorized under the Plan were not adjusted automatically as part of the Second Reverse Stock Split. Instead, pursuant to the terms of the Plan, the board of directors exercised its power to adjust the number of shares authorized under the Plan as it determines is necessary after a stock split or other similar event to prevent dilution or enlargement of the benefits intended to be made available under the Plan. On February 8, 2017, pursuant to the terms of the Plan, the board of directors adjusted the number of shares authorized under the Plan to 3,000,000 shares as a result of the recapitalization of the Company consisting of the Second Reverse Stock Split and the public offering of the Company’s stock which closed on January 23, 2017. Pursuant to the terms of the Plan, the board of directors is required to adjust the number of shares authorized under the Plan as it determines necessary after a recapitalization or other similar corporate transaction to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

On December 19, 2017, the Company’s stockholders approved an increase in the number of common shares reserved under the Plan by 5,500,000 shares to a total of 8,500,000 authorized shares.

The board of directors establishes the terms and conditions of all stock option grants, subject to the Plan and applicable provisions of the IRC. 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.

Stock option activity for the Plan is as follows:


		Outstanding Options

	Shares				Aggregate
	Available For	Number of	Weighted-Average		Intrinsic
	Grant	Shares (1)	Exercise Price (1)		Value
Balance, December 31, 2014	6,740	12,051	$	2,597.00	$	519,546
Shares reserved	—	—		—
Options granted	(3,238)	3,238		1,104.00
Options exercised	—	—		—
Options cancelled	735	(735)		1,942.00

Balance, December 31, 2015	4,237	14,554		2,298.00	$	—
Shares reserved (1)	2,976,486	—
Options granted	(2,174)	2,174		45.35
Options exercised	—	—
Options cancelled	9,694	(9,694)		2,134.47

Balance, December 31, 2016	2,988,243	7,034		1,824.87	$	—
Shares reserved (2)	5,500,000	—		—
Options granted	(2,686,371)	2,686,371		4.26
Options exercised	—	—		—
Options cancelled	162,650	(162,650)		16.63

Balance, December 31, 2017	5,964,522	2,530,755	$	8.68	$	—

(1)

Reflects the board of directors’ February 8, 2017 adjustment of number of shares reserved under the Plan from 40,000,000 to 3,000,000.

(2)

Reflects approval by the Company’s stockholders to increase the number of shares reserved under the Plan by 5,500,000 on December 19, 2017.

On June 27, 2016 the Company completed an option exchange offer to its employees whereby certain outstanding options to purchase shares of the Company’s common stock were tendered by employees in exchange for new options with the exercise price to be set at the then current market price of the Company’s common stock. Options to purchase 6,424 shares of the Company’s common stock, which included all the options eligible for exchange, were tendered by employees and cancelled by the Company. On the same date, options to purchase 1,083 shares of the Company’s common stock were issued with an exercise price of $23.28 per share, which was the Company’s closing stock price on June 27, 2016. Because the fair value of the tendered options immediately before the exchange approximated the fair value of the new options granted, no additional compensation expense was recognized.

In addition to the stock options granted pursuant to the Plan, the Company from time to time grants options to individuals as an inducement to accepting positions as employees (Inducement Grants). These Inducement Grants are made at the discretion of the board of directors and are issued outside of the Plan. Inducement Grants are summarized below:


		Outstanding Options

	Shares				Aggregate
	Available For	Number of	Weighted-Average		Intrinsic
	Grant	Shares	Exercise Price		Value
Balance, December 31, 2014	—	—		—
Shares reserved	7,380	—
Options granted	(7,380)	7,380	$	262.50
Options exercised	—	—
Options cancelled	—	—		—

Balance, December 31, 2015	—	7,380		262.50	$	—
Shares reserved	5,426
Options granted	(5,426)	5,426		94.05
Options exercised	—	—
Options cancelled	—	—

Balance, December 31, 2016	—	12,806		191.12	$	—
Shares reserved	1,379,000	—		—
Options granted	(1,379,000)	1,379,000		2.04
Options exercised	—	—		—
Options cancelled	—	(92,114)		4.18

Balance, December 31, 2017	—	1,299,692	$	3.75	$	—

Each of the Inducement Grants will vest as follows: 25% of the shares will vest as of one year from the date of the officer’s employment agreement, and the remaining 75% of the shares will then vest in equal 2.0833% installments each month thereafter for 36 months. The options awarded as Inducement Grants were not eligible for the option exchange program

The options outstanding, vested and currently exercisable for the Plan and Inducement Grants are set forth by exercise price at December 31, 2017 in the following table:


	Outstanding Options and Expected to Vest				Options Exercisable and Vested
		Weighted-Average
	Number of	Remaining	Aggregate					Aggregate
Exercise	Shares	Contractual Life	Intrinsic		Number of	Weighted-Average		Intrinsic
Price	Outstanding	(Years)	Value		Options	Exercise Price		Value
$1.64 to $1.96	310,600	9.8	$	—	—		n/a	$	—
$2.00 to $2.05	2,381,321	9.8		—	—		n/a		—
$4.28 to $7.12	1,122,117	9.2		—	526,896	$	7.07		—
$11.99 to $96.60	4,172	8.1		—	3,284		79.20		—
$241.50 to $924.00	7,706	7.8		—	4,321		271.43		—
$1,165.50 and over	4,531	5.1		—	4,527		2,537.71		—
	3,830,447	9.6	$	—	539,028	$	30.88	$	—

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, 2017 and 2015 was calculated using the following assumptions, defined below:


	Year Ended December 31,
	2017	2016	2015
Risk-free interest rates	2.34%–2.38%	N/A	0.02%–2.10%
Expected life	9.38 years–10.00 years	N/A	0.08 years–8.51 years
Expected dividends	0%	N/A	0%
Expected volatility	114.94%–131.24%	N/A	37.36%–132.01%

Stock-based compensation expense charged to operations on options granted to nonemployees for the years ended December 31, 2017, 2016 and 2015 was $184,000, $4,000 and $(35,000), respectively.

Employee Stock-Based Awards

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, 2017, 2016 and 2015 was $2.82, $60.00, and $426.30, per share, respectively.

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, 2017, 2016 and 2015:


	Year Ended December 31,
	2017	2016	2015
Risk-free interest rates	1.94%–2.19%	0.87%–1.64%	1.49%–1.80%
Expected life	6.25 years	4.0 years–6.25 years	5.50 years–6.25 years
Expected dividends	0%	0%	0%
Expected volatility	116.49%–119.54%	88.43%–114.38%	83.36%–111.77%

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

Volatility. The expected volatility was based on the Company’s historical volatility.

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, 2017 there was approximately $7.6 million of total unrecognized compensation costs, net of estimated forfeitures, related to unvested stock option awards ($7.5 million of which relate to employee awards), which are expected to be recognized over a weighted-average period of 3.0 years.

There were no stock option exercises for the years ended December 31, 2017, 2016 and 2015.

Warrants

12 Months Ended

Dec. 31, 2017

Warrants

Warrants

(14)Warrants

Stock warrant activity is as follows:


		Weighted
		Average
	Common	Exercise
	Shares	Price
Balance, December 31, 2014	23,044	$	1,929.20
Granted (1)	32,155		116.20
Exercised	—		—
Cancelled	(324)		2,299.50
Balance, December 31, 2015	54,875		1,929.20
Granted (1)	19,308		325.50
Exercised	(1,428)		3.50
Cancelled	(17,706)		2,257.50
Balance, December 31, 2016	55,049		238.90
Granted (1)	14,852,994		3.15
Exercised	(599,670)		5.56
Cancelled	(36)		238.90
Balance, December 31, 2017	14,308,337	$	3.51

(1)

See Notes 11 and 14 for discussions relating to the issuance of warrants in 2017, 2016 and 2015.

At December 31, 2017, 2016 and 2015, the weighted-average remaining contractual life of outstanding warrants was 6.08, 2.76 and 2.18 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
Related Party Transactions	Dec. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	(15)Related Party Transactions Consulting Agreement—Anthony Jansz The Company entered into a consulting agreement with Anthony Jansz, who is a former member of the board of directors, for the period from June 1, 2011 through April 30, 2015. In exchange for consulting services provided, Mr. Jansz was entitled to receive consulting fees and options to purchase 16,663 shares of common stock at a weighted average exercise price of $29.78. Total stock-based compensation expense recorded was approximately $600 for the year ended December 31, 2015. Due to a failure to meet certain performance conditions, 471 shares of the options granted to Mr. Jansz did not vest. In addition to the option grants, the Company paid Mr. Jansz approximately $75,000 in fees and expenses for consulting services provided during the year ended December 31, 2015. No consulting fees or expenses were paid to Mr. Jansz in 2016 or 2017. Consulting Agreement—Jon Tremmel Effective August 10, 2015, the Company entered into a one year consulting agreement with Jon Tremmel & Associates, LLC, which is wholly-owned by Jon Tremmel, a member of the board of directors. In exchange for consulting services provided, Mr. Tremmel was entitled to receive consulting fees and an option to purchase 16,666 shares of common stock at $3.45 per share. Total stock-based compensation expense recorded was approximately $3,000 and $13,000 for the years ended December 31, 2016 and 2015, respectively. In addition to the option grant, the Company paid Mr. Tremmel approximately $50,000 in fees and expenses for consulting services provided during the year ended December 31, 2015. No consulting fees or expenses were paid to Mr. Tremmel in 2016 or 2017.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies

Commitments and Contingencies

(16)Commitments and Contingencies

Operating Lease

The Company rents its office, warehouse and laboratory facilities in St. Paul, Minnesota 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. Total rent expense recognized for the years ended December 31, 2017, 2016 and 2015, respectively, was $357,000, $229,000 and $262,000. Facility related expenses are included as general and administrative costs on the consolidated statements of operations.

In connection with our acquisition of BarioSurg in May 2017, we assumed an operating lease for office space in Lake Forest, California with monthly base rent of $2,818 that expires September 30, 2018.

In connection with our acquisition of ReShape Medical in October 2017, we assumed (i) an operating lease for office/warehouse space in San Clemente, California with monthly base rent ranging from $24,614 to $27,510 that expires June 30, 2022 and (ii) an operating lease for office and manufacturing space in San Clemente, California with monthly base rent of $10,877 that expires October 31, 2019.

The following is a schedule of total future minimum lease payments due as of December 31, 2017:


Year ending December 31,
2018	$	633,695
2019		419,082
2020		319,262
2021		327,949
2022		165,061
	$	1,865,049

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 litigation that could have a material adverse effect on the Company’s business, operating results or financial condition.

Clinical Trials

The Company is evaluating 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.

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 ReShape Lifesciences, 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 court denied the motion to dismiss on November 30, 2017. Discovery is on-going. We believe the allegations in the complaint are without merit, and intend to defend the action vigorously.

On April 20, 2017, Fulfillium, Inc. filed a Complaint against the Company in the United States District Court for the District of Delaware, which alleged misappropriation of trade secrets and infringement of two United States Patents. On July 28, 2017, ReShape Medical moved to dismiss both the misappropriation of trade secret claim and the claims of patent infringement, and to transfer the litigation to the United States District Court for the Central District of California. On October 10, 2017, Fulfillium filed a motion to amend its Complaint to add SV Health Investors, LLC as a co-defendant; that motion is fully briefed and pending. On October 16, 2017, the Court granted ReShape Medical’s motion to dismiss the trade secret and willful infringement claims. The Court also ordered the case transferred to the United States District Court for the Central District of California. On November 20, 2017, Fulfillium filed an Amended Complaint, which abandoned certain trade secret claims, and expanded upon allegations regarding other of its trade secret claims and claims for willful infringement. On December 6, 2017, ReShape Medical moved to dismiss those amended claims and for reconsideration of denial of its prior motion to dismiss certain patent infringement claims; both motions were denied on February 7, 2018. On February 5, 2018, Fulfillium filed a second motion to further amend its Complaint to add a claim of infringement of another Fulfillium patent. ReShape Medical opposed that motion. On February 21, 2018, ReShape Medical filed its Answer and Counterclaims to the Amended Complaint, including counterclaims for declarations of non-infringement, invalidity, unenforceability and/or co-inventorship of the asserted Fulfillium patents and state-law tort claims against Fulfillium and its founder personally. Fulfillium and its founder have not yet responded to those counterclaims. At the initial case management conference held on March 19, 2018, the Court ordered that Fulfillium’s motions to amend be stricken and ordered Fulfillium to file a consolidated motion to amend. The Court encouraged the parties to confer to narrow the disputes for the Court’s consideration, and indicated that Fulfillium need not respond to ReShape Medical’s counterclaims until the scope of the amended complaint was decided. The Court assigned key dates for the litigation, including close of fact discovery on September 15, 2018, last day for filing motions on September 19, 2018, pretrial conference on November 19, 2018 and first day of trial on December 4, 2018. The Company intends to vigorously defend itself against Fulfillium, Inc.’s claims and to vigorously pursue its counterclaims.

We currently are unable to estimate the losses or range of losses for these two matters where there is a reasonable possibility of a loss or it is probable that a loss may have ben incurred.

Except as disclosed in the foregoing paragraphs, 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.

Retirement Plan	12 Months Ended
Retirement Plan	Dec. 31, 2017
Postemployment Benefits [Abstract]
Retirement Plan	(17)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, 2017, 2016, and 2015, the Company did not provide any matching of employees’ contributions.

Quarterly Data (unaudited)

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Quarterly Data

(18)Quarterly Data (unaudited)

The following table represents certain unaudited quarterly information for each of the eight quarters in the period ended December 31, 2016. 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 (1)		Third Quarter (1)(2)		Fourth Quarter (1)(3)(4)
2017:
Revenue	$	40	$	93	$	360	$	794
Net loss	$	(7,367)	$	(6,840)	$	(9,994)	$	(9,617)
Basic and diluted net loss per share	$	(1.27)	$	(0.91)	$	(1.06)	$	(0.45)
2016:
Revenue	$	72	$	276	$	297	$	142
Net loss	$	(7,409)	$	(4,995)	$	(6,522)	$	(4,434)
Basic and diluted net loss per share	$	(66.14)	$	(33.96)	$	(11.77)	$	(2.65)

(1)

The 2017 second, third and fourth quarters contain net losses of $116,000, $327,000 and $389,000, respectively, related to the inclusion of the operations of BarioSurg after its acquisition May 22, 2017.

(2)

The 2017 third quarter net loss includes $4.4 million of expense related to warrants issued to purchase 2,575,000 shares of common stock to former holders of the Company’s convertible notes as consideration for their waiver of their right to participate in future securities offerings by the Company.

(3)

The 2017 fourth quarter contains revenues of $718,000 and net loss of $4.1 million related to the inclusion of the operations of ReShape Medical after its October 2, 2017 acquisition.

(4)

The 2017 fourth quarter net loss includes the effect of a $2.3 million tax benefit related to the remeasurement of a deferred tax liability due to the December enactment of the Tax Cuts and Jobs Act by Congress.

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2017
Subsequent Events
Subsequent Events	(19) Subsequent Events On April 2, 2018 the Company announced that it had entered into a securities purchase agreement with an institutional investor providing for the purchase and sale in a registered direct offering of shares of series D convertible preferred stock and a warrant to purchase shares of common stock for a purchase price of $6.0 million. The shares of series D convertible preferred stock will be convertible into an aggregate of 8.0 million shares of common stock at a conversion price of $0.75 per share and the warrants will have a one-year term (or, if later, eight months after the requisite stockholder approval is obtained) and be exercisable for 35 million shares of common stock at an exercise price of $0.75 per share. The Company expects to receive net proceeds of approximately $5.25 million after deducting placement agent fees and other offering expenses. If the requisite stockholder approval is obtained, and if the warrants are exercised in full, the Company would receive an additional $26.25 million in gross proceeds based on the initial warrant exercise price of $0.75 per share. The Company intends to use the net proceeds from the registered direct offering to continue its commercialization efforts, for clinical and product development activities, and for other working capital and general corporate purposes. The closing of the offering is expected to take place on or about April 4, 2018, subject to the satisfaction or waiver of customary closing conditions. The Company intends to ask its stockholders at its 2018 annual meeting for the requisite approval for the conversion or exercise of the securities described above into shares of common stock exceeding 19.99% of the company’s currently outstanding common stock for purposes of the NASDAQ Stock Market Rules and has entered into voting agreements with stockholders representing a majority of the company’s outstanding common stock pursuant to which those stockholders have agreed to vote in favor of that proposal.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Summary of Significant Accounting Policies

Basis of Presentation

Use of Estimates

Principles of Consolidation

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

Concentration of Credit Risk

Fair Value of Financial Instruments

Common Stock Warrant Liability

Cash and Cash Equivalents

Short-Term Investments

Inventory

Property and Equipment, Net

Impairment of Long-Lived Assets, Intangible Assets and Goodwill

Income Taxes

Medical Device Excise Tax

Comprehensive Loss

Revenue Recognition

Shipping and Handling

The Company records amounts invoiced to its customers for outbound freight and shipping as other revenue and the related expense as cost of goods sold.

Research and Development Expenses

Patent Costs

Stock-Based Compensation

Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2017, 2016 and 2015:


	Year Ended
	December 31,
	2017		2016		2015
Numerator:
Net loss	$	(33,817,972)	$	(23,360,844)	$	(25,498,747)
Denominator for basic and diluted net loss per share:
Weighted-average common shares outstanding		11,022,299		622,431		85,290
Net loss per share—basic and diluted	$	(3.07)	$	(37.53)	$	(298.97)


	December 31,
	2017	2016
Stock options outstanding	3,830,447	19,840
Common shares underlying convertible preferred stock	12,172,725	—
Warrants to purchase common stock	14,308,337	55,044

Segment Reporting

Recently Issued or Adopted Accounting Standards

Recently Issued Accounting Standards

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Significant Accounting Policies

Computation of Basic and Diluted Net Loss per Share


	Year Ended
	December 31,
	2017		2016		2015
Numerator:
Net loss	$	(33,817,972)	$	(23,360,844)	$	(25,498,747)
Denominator for basic and diluted net loss per share:
Weighted-average common shares outstanding		11,022,299		622,431		85,290
Net loss per share—basic and diluted	$	(3.07)	$	(37.53)	$	(298.97)

Antidilutive Securities


	December 31,
	2017	2016
Stock options outstanding	3,830,447	19,840
Common shares underlying convertible preferred stock	12,172,725	—
Warrants to purchase common stock	14,308,337	55,044

Acquisition (Tables)

12 Months Ended

Dec. 31, 2017

BarioSurg

Acquisition

Schedule of allocation of purchase price


Cash	$	151,280
Property and equipment		3,000
Goodwill		14,004,573
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)
Deferred income tax liability		(7,606,902)
Net assets acquired	$	28,258,963

Schedule of unaudited pro forma financial information


	Year Ended December 31,
	2017		2016
Revenues	$	1,287,154	$	786,660
Net loss	$	(33,760,443)	$	(23,996,256)
Net loss per share—basic and diluted	$	(2.92)	$	(11.98)

ReShape Medical, Inc

Acquisition

Schedule of allocation of purchase price


Cash	$	617,229
Accounts receivable		385,690
Inventory		1,095,975
Prepaid expenses and other current assets		173,743
Property and equipment		303,291
Goodwill		13,182,047
Developed technology		18,451,360
Trademarks/tradenames		2,780,448
Customer relationships		3,753,533
Other assets		77,058
Current liabilities assumed		(1,837,941)
Net assets acquired	$	38,982,433

Schedule of unaudited pro forma financial information


	Year Ended December 31,
	2017		2016
Revenues	$	3,874,908	$	6,745,933
Net loss	$	(46,871,794)	$	(43,195,299)
Net loss per share—basic and diluted	$	(3.66)	$	(14.50)

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2017

Goodwill and Other Intangible Assets

Schedule of Finite-Lived intangible assets excluding goodwill

The following table summarizes the activity of intangible assets, excluding goodwill for the year ended December 31, 2017:


	Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Book Value
In Process Research & Development	indefinite	$	20,720,939	$	—	$	—	$	20,720,939
Trademarks/Tradenames	10		3,870,811		(133,116)		—		3,737,695
Covenant not to compete	3		75,884		(14,755)		—		61,129
Developed technology	12		18,451,360		(384,402)		—		18,066,958
Customer relationships	5		3,753,533		(187,677)		—		3,565,856
Total		$	46,872,527	$	(719,950)	$	—	$	46,152,577

Schedule of future amortization of Finite-Lived intangible assets

The following table summarizes the expected amortization of intangible assets as of December 31, 2017:


Year ending December 31,
2018	$	2,700,696
2019		2,700,696
2020		2,685,940
2021		2,675,401
2022		2,487,722
Thereafter		12,181,183
	$	25,431,638

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2017

Warrants

Fair Value Calculated Using Valuation Model

		Series A Warrants
	December 31, 2017			December 31, 2016
Risk-free interest rates		1.76	%		1.20	%
Expected life		12	months		24	months
Expected dividends		—	%		—	%
Expected volatility		193.28	%		122.03	%
Fair value	$	1,600		$	36,000


	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

Inventory (Tables)

12 Months Ended

Dec. 31, 2017

Inventory

Current Inventory


	December 31,
	December 31,		December 31,
	2017		2016
Raw materials	$	707,919	$	335,606
Work-in-process		1,494,278		1,437,957
Finished goods		614,915		16,015
Inventory	$	2,817,112	$	1,789,578

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Property and Equipment


	December 31,
	2017		2016
Furniture and equipment	$	2,393,644	$	2,302,878
Computer hardware and software		887,059		596,292
Leasehold improvements		123,542		62,651
		3,404,245		2,961,821
Less accumulated depreciation and amortization		(2,965,624)		(2,761,101)
Property and equipment, net	$	438,621	$	200,720

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2017

Payables and Accruals [Abstract]

Accrued Expenses


	December 31,
	2017		2016
Professional service related expenses	$	2,643,342	$	1,858,912
Payroll related expenses		2,480,219		507,327
Other expenses		831,957		385,176
Accrued expenses	$	5,955,518	$	2,751,415

Senior Amortizing Convertible Notes (Tables)

12 Months Ended

Dec. 31, 2017

First closing

Summary of Installment Amounts and Additional Conversions


							Common
	Principal		Interest		Total		Shares
Installment amount at December 31, 2015	$	65,217	$	23,651	$	88,868	814
Holder conversions during the quarter ended December 31, 2015		18,261		2,375		20,636	189
Total installments and conversions, December 31, 2015		83,478		26,026		109,504	1,003
Installment amount at February 29, 2016		65,217		23,681		88,898	1,314
Installment amount at March 31, 2016		65,217		14,827		80,044	1,271
Holder conversions during the quarter ended March 31, 2016		104,784		12,762		117,546	1,524
Total installments and conversions, March 31, 2016		318,696		77,296		395,992	5,112
Installment amount at April 30, 2016		65,217		13,853		79,070	1,454
Installment amount at May 31, 2016		65,217		13,082		78,299	2,121
Installment amount at June 30, 2016		54,217		11,275		65,492	3,590
Holder conversions during the quarter ended June 30, 2016		1,627		174		1,801	29
Total installments and conversions, June 30, 2016		504,974		115,680		620,654	12,306
Installment amount at July 31, 2016		65,217		10,148		75,365	5,521
Installment amount at August 31, 2016		46,957		5,830		52,787	4,593
Holder conversions during the quarter ended September 30, 2016		882,852		78,634		961,486	72,528
Total installments and conversions, September 30, 2016 and December 31, 2016	$	1,500,000	$	210,292	$	1,710,292	94,948

Second closing

Summary of Installment Amounts and Additional Conversions


							Common
	Principal		Interest		Total		Shares

Installment amount at March 2, 2016	$	404,762	$	149,300	$	554,062	*
Holder conversions during the quarter ended March 31, 2016		987,000		124,050		1,111,050	14,974
Total installments and conversions, March 31, 2016		1,391,762		273,350		1,665,112	14,974
Installment amount at April 29, 2016		404,762		149,497		554,259	10,190
Installment amount at May 31, 2016		291,428		86,518		377,946	10,238
Installment amount at June 30, 2016		404,762		82,913		487,675	22,842
Holder conversions during the quarter ended June 30, 2016		25,373		2,995		28,368	414
Total installments and conversions, June 30, 2016		2,518,087		595,273		3,113,360	58,658
Installment amount at July 31, 2016		213,429		47,457		260,886	19,113
Installment amount at August 31, 2016		631,429		116,511		747,940	64,810
Installment amount at September 30, 2016		404,762		45,846		450,608	51,698
Holder conversions during the quarter ended September 30, 2016		4,868,679		418,847		5,287,526	418,253
Total installments and conversions, September 30, 2016		8,636,386		1,223,934		9,860,320	612,532
Installment amount at Oct 31, 2016		340,000		24,738		364,738	70,665
Installment amount at Nov 30, 2016		291,429		27,528		318,957	81,952
Installment amount at December 31, 2016		156,867		11,425		168,292	57,453
Holder conversions during the quarter ended December 31, 2016		1,575,318		122,624		1,697,942	450,385
Total installments and conversions, December 31, 2016	$	11,000,000	$	1,410,249	$	12,410,249	1,272,987

Third closing

Summary of Installment Amounts and Additional Conversions


							Common
	Principal		Interest		Total		Shares

Installment amount at June 30, 2016	$	212,158	$	90,659	$	302,817	16,600
Holder conversions during the quarter ended June 30, 2016		—		—		—	—
Total installments and conversions, June 30, 2016		212,158		90,659		302,817	16,600
Installment amount at July 31, 2016		147,368		32,374		179,742	13,168
Cash Payment – July 31, 2016 installment		42,105		6,107		48,212	*
Installment amount at August 31, 2016		336,842		62,059		398,901	34,684
Installment amount at September, 2016		263,158		41,822		304,980	34,523
Holder conversions during the quarter ended September 30, 2016		1,915,698		175,092		2,090,790	155,272
Total installments and conversions, September 30, 2016		2,917,329		408,113		3,325,442	254,247
Installment amount at Oct 31, 2016		221,053		35,004		256,057	48,192
Installment amount at Nov 30, 2016		221,053		31,259		252,312	64,828
Installment amount at December 31, 2016		221,053		14,526		235,579	81,872
Holder conversions during the quarter ended December 31, 2016		2,669,512		170,359		2,839,871	816,707
Total installments and conversions, December 31, 2016	$	6,250,000	$	659,261	$	6,909,261	1,265,846

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Schedule of income tax expense (benefit)


	2017		2016		2015
Deferred:
Federal	$	(2,538,611)	$	—	$	—
State		224,000		—		—
Total income tax expense (benefit)	$	(2,314,611)	$	—	$	—

Tax Rate Reconciliation


	2017		2016		2015
Computed "expected" tax benefit	34.0	%	34.0	%	34.0	%
Other permanent adjustments	(5.5)	%	3.1	%	1.6	%
Research and development credit	0.7	%	0.6	%	0.9	%
Change in Federal tax rate	(102.5)	%	—	%	—	%
Federal valuation allowance	79.7	%	(37.7)	%	(36.5)	%
	6.4	%	—	%	—	%

Deferred Tax Assets


	2017		2016
Deferred tax assets (liabilities):
Start-up costs	$	4,166,000	$	6,662,000
Capitalized research and development costs		12,494,000		23,012,000
Reserves and accruals		7,642,000		8,933,000
Property and equipment		46,000		83,000
Research and development credit		4,387,000		2,198,000
Net operating loss carryforwards		63,794,000		41,657,000
Total gross deferred tax assets		92,529,000		82,545,000
Valuation allowance		(86,033,000)		(82,545,000)
Deferred tax assets		6,496,000		—
Intangible assets		(11,788,000)		—
Total gross deferred tax liabilities		(11,788,000)		—
Net deferred tax liability	$	(5,292,000)	$	—

Stock Options (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Stock Option Activity


		Outstanding Options

	Shares				Aggregate
	Available For	Number of	Weighted-Average		Intrinsic
	Grant	Shares (1)	Exercise Price (1)		Value
Balance, December 31, 2014	6,740	12,051	$	2,597.00	$	519,546
Shares reserved	—	—		—
Options granted	(3,238)	3,238		1,104.00
Options exercised	—	—		—
Options cancelled	735	(735)		1,942.00

Balance, December 31, 2015	4,237	14,554		2,298.00	$	—
Shares reserved (1)	2,976,486	—
Options granted	(2,174)	2,174		45.35
Options exercised	—	—
Options cancelled	9,694	(9,694)		2,134.47

Balance, December 31, 2016	2,988,243	7,034		1,824.87	$	—
Shares reserved (2)	5,500,000	—		—
Options granted	(2,686,371)	2,686,371		4.26
Options exercised	—	—		—
Options cancelled	162,650	(162,650)		16.63

Balance, December 31, 2017	5,964,522	2,530,755	$	8.68	$	—

(1)

Reflects the board of directors’ February 8, 2017 adjustment of number of shares reserved under the Plan from 40,000,000 to 3,000,000.

(2)

Reflects approval by the Company’s stockholders to increase the number of shares reserved under the Plan by 5,500,000 on December 19, 2017.

Options Outstanding Vested and Currently Exercisable by Exercise Price


	Outstanding Options and Expected to Vest				Options Exercisable and Vested
		Weighted-Average
	Number of	Remaining	Aggregate					Aggregate
Exercise	Shares	Contractual Life	Intrinsic		Number of	Weighted-Average		Intrinsic
Price	Outstanding	(Years)	Value		Options	Exercise Price		Value
$1.64 to $1.96	310,600	9.8	$	—	—		n/a	$	—
$2.00 to $2.05	2,381,321	9.8		—	—		n/a		—
$4.28 to $7.12	1,122,117	9.2		—	526,896	$	7.07		—
$11.99 to $96.60	4,172	8.1		—	3,284		79.20		—
$241.50 to $924.00	7,706	7.8		—	4,321		271.43		—
$1,165.50 and over	4,531	5.1		—	4,527		2,537.71		—
	3,830,447	9.6	$	—	539,028	$	30.88	$	—

Nonemployees

Stock Option Valuation Assumptions


	Year Ended December 31,
	2017	2016	2015
Risk-free interest rates	2.34%–2.38%	N/A	0.02%–2.10%
Expected life	9.38 years–10.00 years	N/A	0.08 years–8.51 years
Expected dividends	0%	N/A	0%
Expected volatility	114.94%–131.24%	N/A	37.36%–132.01%

Stock Incentive Plan 2003

Summary of Stock Option Activity


		Outstanding Options

	Shares				Aggregate
	Available For	Number of	Weighted-Average		Intrinsic
	Grant	Shares	Exercise Price		Value
Balance, December 31, 2014	—	—		—
Shares reserved	7,380	—
Options granted	(7,380)	7,380	$	262.50
Options exercised	—	—
Options cancelled	—	—		—

Balance, December 31, 2015	—	7,380		262.50	$	—
Shares reserved	5,426
Options granted	(5,426)	5,426		94.05
Options exercised	—	—
Options cancelled	—	—

Balance, December 31, 2016	—	12,806		191.12	$	—
Shares reserved	1,379,000	—		—
Options granted	(1,379,000)	1,379,000		2.04
Options exercised	—	—		—
Options cancelled	—	(92,114)		4.18

Balance, December 31, 2017	—	1,299,692	$	3.75	$	—

Employees Stock Option Plan

Stock Option Valuation Assumptions


	Year Ended December 31,
	2017	2016	2015
Risk-free interest rates	1.94%–2.19%	0.87%–1.64%	1.49%–1.80%
Expected life	6.25 years	4.0 years–6.25 years	5.50 years–6.25 years
Expected dividends	0%	0%	0%
Expected volatility	116.49%–119.54%	88.43%–114.38%	83.36%–111.77%

Warrants (Tables)

12 Months Ended

Dec. 31, 2017

Warrants

Stock Warrants Activity


		Weighted
		Average
	Common	Exercise
	Shares	Price
Balance, December 31, 2014	23,044	$	1,929.20
Granted (1)	32,155		116.20
Exercised	—		—
Cancelled	(324)		2,299.50
Balance, December 31, 2015	54,875		1,929.20
Granted (1)	19,308		325.50
Exercised	(1,428)		3.50
Cancelled	(17,706)		2,257.50
Balance, December 31, 2016	55,049		238.90
Granted (1)	14,852,994		3.15
Exercised	(599,670)		5.56
Cancelled	(36)		238.90
Balance, December 31, 2017	14,308,337	$	3.51

(1)

See Notes 11 and 14 for discussions relating to the issuance of warrants in 2017, 2016 and 2015.

- 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

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies

Future Minimum Lease Payments

The following is a schedule of total future minimum lease payments due as of December 31, 2017:


Year ending December 31,
2018	$	633,695
2019		419,082
2020		319,262
2021		327,949
2022		165,061
	$	1,865,049

Quarterly Data (unaudited) (Tables)

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Quarterly Information


	First Quarter		Second Quarter (1)		Third Quarter (1)(2)		Fourth Quarter (1)(3)(4)
2017:
Revenue	$	40	$	93	$	360	$	794
Net loss	$	(7,367)	$	(6,840)	$	(9,994)	$	(9,617)
Basic and diluted net loss per share	$	(1.27)	$	(0.91)	$	(1.06)	$	(0.45)
2016:
Revenue	$	72	$	276	$	297	$	142
Net loss	$	(7,409)	$	(4,995)	$	(6,522)	$	(4,434)
Basic and diluted net loss per share	$	(66.14)	$	(33.96)	$	(11.77)	$	(2.65)

(1)

(2)

(3)

The 2017 fourth quarter contains revenues of $718,000 and net loss of $4.1 million related to the inclusion of the operations of ReShape Medical after its October 2, 2017 acquisition.

(4)

Description of the Business; Risks and Uncertainties of the Business (Details)			1 Months Ended	12 Months Ended
	Oct. 02, 2017 item	Nov. 09, 2015 shares	Jan. 31, 2006 SFr / shares shares	Dec. 31, 2017 item entity $ / shares shares	Dec. 31, 2016 item $ / shares shares	Oct. 26, 2017 shares	Jan. 23, 2017 shares	Dec. 27, 2016 item shares	Jan. 06, 2016 shares
Organization And Description Of Business [Line Items]
Number of legal entities \| entity				2
Common Stock, Shares, Outstanding \| shares				30,957,113	2,736,621		1,218,107
Common Stock, Par or Stated Value Per Share \| $ / shares				$ 0.01	$ 0.01
Stock Issued (in shares) \| shares		27,982
Number of reverse stock splits \| item					2
Common stock, reverse split ratio \| item				0.0667				0.0143
Common stock authorized for issuance \| shares				275,000,000	300,000,000	300,000,000		300,000,000	150,000,000
ReShape Medical, Inc
Description of the Business; Risks and Uncertainties of the Business.
Minimum number of obesity patients with one or more related comorbid conditions \| item	1
ReShape Medical, Inc \| Minimum
Description of the Business; Risks and Uncertainties of the Business.
Body Mass Index Value \| item	30
ReShape Medical, Inc \| Maximum
Description of the Business; Risks and Uncertainties of the Business.
Body Mass Index Value \| item	40
Alpha Medical, Inc.
Organization And Description Of Business [Line Items]
Ownership percentage of an entity combined to form the Company				100.00%
Beta Medical, Inc.
Organization And Description Of Business [Line Items]
Ownership percentage of an entity combined to form the Company				100.00%
EnteroMedics Europe
Organization And Description Of Business [Line Items]
Common Stock, Shares, Outstanding \| shares			20
Common Stock, Par or Stated Value Per Share \| SFr / shares			SFr 1,000
Repurchased shares percentage			100.00%
Stock Issued (in shares) \| shares			1

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Schedule Of Significant Accounting Policies [Line Items]
Cash equivalents maturity period	90 days
Goodwill and Intangible Asset Impairment	$ 0
Excise tax rate on medical devices	2.30%
Derivative instruments outstanding	$ 0	$ 0	$ 0
Provision for returns	39,000	0	0
Patent related legal expenses	$ 305,000	$ 269,000	200,000
Money Market Funds
Schedule Of Significant Accounting Policies [Line Items]
Money market funds preserve the value of investment per share	$ 1.00
Minimum
Schedule Of Significant Accounting Policies [Line Items]
Short term investment maturity period	3 months
Maximum
Schedule Of Significant Accounting Policies [Line Items]
Short term investment maturity period	1 year
Operating Expense
Schedule Of Significant Accounting Policies [Line Items]
Medical device tax			$ 1,363
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

Summary of Significant Accounting Policies - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Numerator:
Net loss	$ (9,617,000)	$ (9,994,000)	$ (6,840,000)	$ (7,367,000)	$ (4,434,000)	$ (6,522,000)	$ (4,995,000)	$ (7,409,000)	$ (33,817,972)	$ (23,360,844)	$ (25,498,747)
Denominator for basic and diluted net loss per share:
Weighted-average common shares outstanding									11,022,299	622,431	85,290
Net loss per share—basic and diluted	$ (0.45)	$ (1.06)	$ (0.91)	$ (1.27)	$ (2.65)	$ (11.77)	$ (33.96)	$ (66.14)	$ (3.07)	$ (37.53)	$ (298.97)

Summary of Significant Accounting Policies - Additional Information (Details) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Stock options outstanding
Anti-dilutive Securities
Anti-dilutive as of end of each period	3,830,447	19,840
Common shares underlying convertible preferred stock
Anti-dilutive Securities
Anti-dilutive as of end of each period	12,172,725
Warrants to purchase common stock
Anti-dilutive Securities
Anti-dilutive as of end of each period	14,308,337	55,044

Liquidity and Management's Plans (Details)							12 Months Ended
Liquidity and Management's Plans (Details)	Apr. 04, 2018 USD ($)	Apr. 02, 2018 USD ($) shares	Aug. 16, 2017 USD ($) shares	Jan. 23, 2017 USD ($)	Nov. 04, 2015 USD ($) agreement	Jul. 08, 2015 USD ($)	Dec. 31, 2017 USD ($) shares	Dec. 31, 2016 USD ($) agreement	Dec. 31, 2015 USD ($)	Dec. 30, 2016 USD ($)	May 02, 2016 USD ($) shares	Jan. 11, 2016 USD ($) shares	Nov. 09, 2015 USD ($) shares	Dec. 31, 2014 USD ($)
Liquidity and Managements Plans [Line Items]
Cash and cash equivalents							$ 10,163,208	$ 3,310,787	$ 7,927,240					$ 11,619,167
Gross proceeds before deducting estimate offering expenses				$ 19,000,000		$ 16,000,000
Offering costs				2,500,000		1,400,000		28,000
Common stock warrants \| shares			2,575,000				559,670
Proceeds from warrants exercised							$ 3,334,176	5,000
Issuance of common stock									$ 6,392,372
Proceeds after deducting placement agent fees and other offering expenses				$ 19,000,000		16,000,000
Series B convertible preferred stock
Liquidity and Managements Plans [Line Items]
Proceeds from Issuance of Convertible Preferred Stock			$ 20,000,000				$ 20,000,000
Underwriting discounts and commissions and offering expenses			$ 2,000,000
Subsequent Event \| Securities Purchase Agreement
Liquidity and Managements Plans [Line Items]
Common stock warrants \| shares		35,000,000
Issuance of common stock		$ 6,000,000
Forecast \| Subsequent Event \| Securities Purchase Agreement
Liquidity and Managements Plans [Line Items]
Net proceeds	$ 5,250,000	5,250,000
Proceeds from warrants exercised		$ 26,250,000
Senior Amortizing Convertible Notes
Liquidity and Managements Plans [Line Items]
Senior amortizing convertible notes issued					$ 25,000,000			$ 18,700,000
Number Of Closings \| agreement					3
Senior Amortizing Convertible Notes \| First closing
Liquidity and Managements Plans [Line Items]
Common stock warrants \| shares													1,679
Senior amortizing convertible notes issued													$ 1,500,000
Senior Amortizing Convertible Notes \| Second closing
Liquidity and Managements Plans [Line Items]
Common stock warrants \| shares												12,312
Senior amortizing convertible notes issued												$ 11,000,000
Senior Amortizing Convertible Notes \| Third closing
Liquidity and Managements Plans [Line Items]
Common stock warrants \| shares											6,995
Senior amortizing convertible notes issued										$ 6,250,000	$ 6,250,000
Number Of Closings \| agreement								2
Series A Warrants
Liquidity and Managements Plans [Line Items]
Gross proceeds before deducting estimate offering expenses						16,000,000
Offering costs						1,400,000
Proceeds after deducting placement agent fees and other offering expenses						$ 16,000,000

Acquisition - (Details)					3 Months Ended	7 Months Ended	12 Months Ended
Acquisition - (Details)	Dec. 22, 2017 USD ($)	Oct. 02, 2017 USD ($) item $ / shares shares	May 22, 2017 USD ($) $ / shares shares	Jan. 01, 2016 shares	Dec. 31, 2017 USD ($) $ / shares	Dec. 31, 2017 USD ($) $ / shares	Dec. 31, 2017 USD ($) $ / shares	Dec. 31, 2016 USD ($) $ / shares	Dec. 19, 2017 shares	Oct. 26, 2017 shares
Acquisition
Common stock, par value \| $ / shares					$ 0.01	$ 0.01	$ 0.01	$ 0.01
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Goodwill					$ 27,186,620	$ 27,186,620	$ 27,186,620
Amortization period							3 years
Income tax benefit							$ 2,314,611
Income tax benefit	$ (2,300,000)				$ (2,300,000)
Pro forma information of revenue						0
Pro forma information of losses						$ 832,000
Trademarks/tradenames
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Amortization period							10 years
Covenant not to compete
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Amortization period							3 years
Customer relationships
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Amortization period							5 years
Developed technology
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Amortization period							12 years
Conditional convertible preferred stock
Acquisition
Preferred stock, par value \| $ / shares					$ 0.01	$ 0.01	$ 0.01	0.01
Series C convertible preferred stock
Acquisition
Preferred stock, par value \| $ / shares					$ 0.01	$ 0.01	$ 0.01	$ 0.01
BarioSurg
Acquisition
Cash consideration			$ 2,000,000
Number of preferred stock deposited with an escrow agent \| shares			100,018
Total consideration			$ 28,300,000
Value of equity consideration			$ 26,300,000
Discount for lack of marketability (in percentage)			19.00%
Acquisition related cost			$ 454,000
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Cash					$ 151,280	$ 151,280	$ 151,280
Property and equipment					3,000	3,000	3,000
Goodwill					14,004,573	14,004,573	14,004,573
Other assets					5,826	5,826	5,826
Current liabilities assumed					(186,000)	(186,000)	(186,000)
Deferred income tax liability					(7,606,902)	(7,606,902)	(7,606,902)
Net assets acquired					28,258,963	28,258,963	28,258,963
Business Acquisition, Pro Forma Information [Abstract]
Revenues							1,287,154	$ 786,660
Net loss							$ (33,760,443)	$ (23,996,256)
Net loss per share—basic \| $ / shares							$ (2.92)	$ (11.98)
Net loss per share—diluted \| $ / shares							$ (2.92)	$ (11.98)
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	$ 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	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	75,884
BarioSurg \| Common Stock
Acquisition
Number of shares issued \| shares			1,380,000	1,380,000
Common stock, par value \| $ / shares			$ 0.01
BarioSurg \| Conditional convertible preferred stock
Acquisition
Number of shares issued \| shares			1,000,000
Preferred stock, par value \| $ / shares			$ 0.01
Conversion of convertible preferred shares to common stock \| shares			5,000,905							1,000,181
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Conversion of convertible preferred shares to common stock \| shares			5,000,905							1,000,181
ReShape Medical, Inc
Acquisition
Number of shares issued \| shares				2,360,000
Conversion of convertible preferred shares to common stock \| shares		18,777,200							18,777,200
Cash consideration		$ 5,000,000
Total consideration		39,000,000
Value of equity consideration		$ 34,000,000
Discount for lack of marketability (in percentage)		20.00%
Acquisition related cost		$ 736,000
Minimum number of obesity patients with one or more related comorbid conditions \| item		1
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Cash					617,229	617,229	617,229
Accounts receivable					385,690	385,690	385,690
Inventory					1,095,975	1,095,975	1,095,975
Prepaid expenses and other current assets					173,743	173,743	173,743
Property and equipment					303,291	303,291	303,291
Goodwill					13,182,047	13,182,047	13,182,047
Other assets					77,058	77,058	77,058
Current liabilities assumed					(1,837,941)	(1,837,941)	(1,837,941)
Net assets acquired					38,982,433	38,982,433	38,982,433
Pro forma information of revenue					718,000
Pro forma information of losses					4,100,000
Conversion of convertible preferred shares to common stock \| shares		18,777,200							18,777,200
Automatic conversion \| shares									8,238,400
Option conversion \| shares									1,000,000
Business Acquisition, Pro Forma Information [Abstract]
Revenues							3,874,908	$ 6,745,933
Net loss							$ (46,871,794)	$ (43,195,299)
Net loss per share—basic \| $ / shares							$ (3.66)	$ (14.50)
ReShape Medical, Inc \| Trademarks/tradenames
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets					2,780,448	2,780,448	$ 2,780,448
Amortization period		10 years
ReShape Medical, Inc \| Customer relationships
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets					3,753,533	3,753,533	3,753,533
Amortization period		5 years
ReShape Medical, Inc \| Developed technology
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets					$ 18,451,360	$ 18,451,360	$ 18,451,360
Weighted Average Useful Life		12 years
ReShape Medical, Inc \| Common Stock
Acquisition
Number of shares issued \| shares		2,356,729
Common stock, par value \| $ / shares		$ 0.01
ReShape Medical, Inc \| Series C convertible preferred stock
Acquisition
Number of shares issued \| shares		187,772
Conversion of convertible preferred shares to common stock \| shares									187,772
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Conversion of convertible preferred shares to common stock \| shares									187,772
Automatic conversion \| shares									82,384
Option conversion \| shares									10,000
Minimum \| ReShape Medical, Inc
Acquisition
BMI index \| item		30
Maximum \| ReShape Medical, Inc
Acquisition
BMI index \| item		40

Goodwill and Other Intangible Assets (Details)	12 Months Ended
Goodwill and Other Intangible Assets (Details)	Dec. 31, 2017 USD ($)
Summary of intangible assets excluding goodwill
Useful Life (years)	3 years
Gross Carrying Amount	$ 46,872,527
Accumulated amortization	(719,950)
Net Book Value	46,152,577
In Process Research & Development
Summary of intangible assets excluding goodwill
Gross Carrying Amount	20,720,939
Net Book Value	$ 20,720,939
Trademarks/tradenames
Summary of intangible assets excluding goodwill
Useful Life (years)	10 years
Gross Carrying Amount	$ 3,870,811
Accumulated amortization	(133,116)
Net Book Value	$ 3,737,695
Covenant not to compete
Summary of intangible assets excluding goodwill
Useful Life (years)	3 years
Gross Carrying Amount	$ 75,884
Accumulated amortization	(14,755)
Net Book Value	$ 61,129
Developed technology
Summary of intangible assets excluding goodwill
Useful Life (years)	12 years
Gross Carrying Amount	$ 18,451,360
Accumulated amortization	(384,402)
Net Book Value	$ 18,066,958
Customer relationships
Summary of intangible assets excluding goodwill
Useful Life (years)	5 years
Gross Carrying Amount	$ 3,753,533
Accumulated amortization	(187,677)
Net Book Value	$ 3,565,856

Goodwill and Other Intangible Assets - Expected Amortization (Details)	Dec. 31, 2017 USD ($)
Goodwill and Other Intangible Assets
2018	$ 2,700,696
2019	2,700,696
2020	2,685,940
2021	2,675,401
2022	2,487,722
Thereafter	12,181,183
Total expected amortization of Intangible Assets	$ 25,431,638

Fair Value Measurements (Details) - USD ($)		12 Months Ended
Fair Value Measurements (Details) - USD ($)	Aug. 16, 2017	Dec. 31, 2017	Dec. 31, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rates	2.03%
Expected life	7 years
Expected dividends	0.00%
Expected volatility	112.03%
Series A Warrants
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rates		1.76%	1.20%
Expected life		12 months	24 months
Expected volatility		193.28%	122.03%
Fair value		$ 1,600	$ 36,000
November 2015 Note Warrants
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
January 2016 Note Warrants
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
May 2016 Note Warrants
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Risk-free interest rates			1.93%
Expected life			52 months
Expected volatility			106.37%
Fair value			$ 1,037

Inventory (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Inventory
Long-term inventory	$ 1,000,000	$ 676,000

Inventory - Additional Information (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Inventory
Raw materials	$ 707,919	$ 335,606
Work-in-process	1,494,278	1,437,957
Finished goods	614,915	16,015
Inventory	$ 2,817,112	$ 1,789,578

Property and Equipment (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Furniture and equipment	$ 2,393,644	$ 2,302,878
Computer hardware and software	887,059	596,292
Leasehold improvements	123,542	62,651
Property and Equipment, Gross	3,404,245	2,961,821
Less accumulated depreciation and amortization	(2,965,624)	(2,761,101)
Property and equipment, net	$ 438,621	$ 200,720

Accrued Expenses (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Payables and Accruals [Abstract]
Professional service related expenses	$ 2,643,342	$ 1,858,912
Payroll related expenses	2,480,219	507,327
Other expenses	831,957	385,176
Accrued expenses	$ 5,955,518	$ 2,751,415

Senior Amortizing Convertible Notes (Details)						3 Months Ended				12 Months Ended
Senior Amortizing Convertible Notes (Details)	Dec. 30, 2016 USD ($)	May 02, 2016 USD ($) $ / shares shares	Jan. 11, 2016 USD ($) $ / shares shares	Nov. 09, 2015 USD ($) $ / shares shares	Nov. 04, 2015 USD ($) shareholder agreement $ / shares	Dec. 31, 2016 USD ($) shares	Sep. 30, 2016 shares	Jun. 30, 2016 shares	Mar. 31, 2016 shares	Dec. 31, 2016 USD ($) agreement shares	Dec. 31, 2015 USD ($) shares	Dec. 31, 2017 shares	Aug. 16, 2017 shares	Jan. 20, 2017 $ / shares	Jan. 29, 2016 $ / shares
Debt Instrument [Line Items]
Convertible notes, interest rate				7.00%
Convertible notes, per share price \| $ / shares				$ 304.50											$ 76.30
Exercise price \| $ / shares		$ 325.50	$ 325.50											$ 2.18	$ 76.30
Common stock warrants \| shares												559,670	2,575,000
Convertible notes, maturity period				24 months
Warrants issued, exercisable time period				60 months
Stock Issued During Period, Shares, New Issues \| shares				27,982
Number of months since issuance which may trigger an adjustment				18 months
First closing
Debt Instrument [Line Items]
Shares issued upon on conversion of notes (in shares) \| shares						94,948		12,306	5,112		1,003
Second closing
Debt Instrument [Line Items]
Shares issued upon on conversion of notes (in shares) \| shares						1,272,987	612,532	58,658	14,974
Third closing
Debt Instrument [Line Items]
Shares issued upon on conversion of notes (in shares) \| shares						1,265,846	254,247	16,600
Senior Amortizing Convertible Notes
Debt Instrument [Line Items]
Number of institutional investors \| shareholder					4
Convertible notes, interest rate					7.00%
Senior convertible notes, maturity year					2017
Number of separate closings related to senior amortizing notes \| agreement					3
Convertible notes, per share price \| $ / shares					$ 304.50
Senior amortizing convertible notes issued principal amounts					$ 25,000,000	$ 18,700,000				$ 18,700,000
Exercise price \| $ / shares					$ 325.50
Shares issued upon on conversion of notes (in shares) \| shares										2,632,000
Fair value of outstanding notes											$ 1,300,000
Senior Amortizing Convertible Notes \| First closing
Debt Instrument [Line Items]
Senior amortizing convertible notes issued principal amounts				$ 1,500,000
Proceeds from issuance of debt instrument including warrants					$ 12,500,000
Common stock warrants \| shares				1,679
Senior Amortizing Convertible Notes \| Second closing
Debt Instrument [Line Items]
Senior amortizing convertible notes issued principal amounts			$ 11,000,000
Proceeds from issuance of debt instrument including warrants					$ 12,500,000
Common stock warrants \| shares			12,312
Fair value of warrants			$ 515,000
Senior Amortizing Convertible Notes \| Third closing
Debt Instrument [Line Items]
Number of separate closings related to senior amortizing notes \| agreement										2
Senior amortizing convertible notes issued principal amounts	$ 6,250,000	$ 6,250,000
Proceeds from issuance of debt instrument including warrants	$ 6,250,000
Common stock warrants \| shares		6,995
Fair value of warrants		$ 150,195
Senior Amortizing Convertible Notes \| Maximum
Debt Instrument [Line Items]
Common stock ownership percentage required to exercise warrants				9.99%
Senior Amortizing Convertible Notes \| Minimum
Debt Instrument [Line Items]
Common stock ownership percentage required to exercise warrants				4.99%
Period available for the percentage to be effective				61 days

Senior Amortizing Convertible Notes - Additional Information (Details) - USD ($)			1 Months Ended											3 Months Ended				12 Months Ended
	Apr. 29, 2016	Mar. 02, 2016	Dec. 31, 2016	Nov. 30, 2016	Oct. 31, 2016	Sep. 30, 2016	Aug. 31, 2016	Jul. 31, 2016	Jun. 30, 2016	May 31, 2016	Apr. 30, 2016	Mar. 31, 2016	Feb. 29, 2016	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015
Short-term Debt [Line Items]
Total																		$ 109,504
First closing
Short-term Debt [Line Items]
Principal														$ 1,500,000		$ 504,974	$ 318,696	83,478
Interest														210,292		115,680	77,296	26,026
Total														$ 1,710,292		$ 620,654	$ 395,992	$ 109,504
Common Shares														94,948		12,306	5,112	1,003
First closing \| Installment amount at December 31, 2015
Short-term Debt [Line Items]
Principal																		$ 65,217
Interest																		23,651
Total																		$ 88,868
Common Shares																		814
First closing \| Installment amount at February 29, 2016
Short-term Debt [Line Items]
Principal													$ 65,217
Interest													23,681
Total													$ 88,898
Common Shares													1,314
First closing \| Installment amount at March 31, 2016
Short-term Debt [Line Items]
Principal												$ 65,217
Interest												14,827
Total												$ 80,044
Common Shares												1,271
First closing \| Installment amount at April 30, 2016
Short-term Debt [Line Items]
Principal											$ 65,217
Interest											13,853
Total											$ 79,070
Common Shares											1,454
First closing \| Installment amount at May 31, 2016
Short-term Debt [Line Items]
Principal										$ 65,217
Interest										13,082
Total										$ 78,299
Common Shares										2,121
First closing \| Installment amount at June 30, 2016
Short-term Debt [Line Items]
Principal									$ 54,217
Interest									11,275
Total									$ 65,492
Common Shares									3,590
First closing \| Installment amount at July 31, 2016
Short-term Debt [Line Items]
Principal								$ 65,217
Interest								10,148
Total								$ 75,365
Common Shares								5,521
First closing \| Installment amount at August 31, 2016
Short-term Debt [Line Items]
Principal							$ 46,957
Interest							5,830
Total							$ 52,787
Common Shares							4,593
Second closing
Short-term Debt [Line Items]
Principal														$ 11,000,000	$ 8,636,386	$ 2,518,087	$ 1,391,762
Interest														1,410,249	1,223,934	595,273	273,350
Total														$ 12,410,249	$ 9,860,320	$ 3,113,360	$ 1,665,112
Common Shares														1,272,987	612,532	58,658	14,974
Second closing \| Installment amount at March 2, 2016
Short-term Debt [Line Items]
Principal		$ 404,762
Interest		149,300
Total		$ 554,062
Second closing \| Installment amount at April 29, 2016
Short-term Debt [Line Items]
Principal	$ 404,762
Interest	149,497
Total	$ 554,259
Common Shares	10,190
Second closing \| Installment amount at May 31, 2016
Short-term Debt [Line Items]
Principal										$ 291,428
Interest										86,518
Total										$ 377,946
Common Shares										10,238
Second closing \| Installment amount at June 30, 2016
Short-term Debt [Line Items]
Principal									$ 404,762
Interest									82,913
Total									$ 487,675
Common Shares									22,842
Second closing \| Installment amount at July 31, 2016
Short-term Debt [Line Items]
Principal								$ 213,429
Interest								47,457
Total								$ 260,886
Common Shares								19,113
Second closing \| Installment amount at August 31, 2016
Short-term Debt [Line Items]
Principal							$ 631,429
Interest							116,511
Total							$ 747,940
Common Shares							64,810
Second closing \| Installment amount at September 30, 2016
Short-term Debt [Line Items]
Principal						$ 404,762
Interest						45,846
Total						$ 450,608
Common Shares						51,698
Second closing \| Installment amount at October 31, 2016
Short-term Debt [Line Items]
Principal					$ 340,000
Interest					24,738
Total					$ 364,738
Common Shares					70,665
Second closing \| Installment amount at November 30, 2016
Short-term Debt [Line Items]
Principal				$ 291,429
Interest				27,528
Total				$ 318,957
Common Shares				81,952
Second closing \| Installment amount at December 31, 2016
Short-term Debt [Line Items]
Principal			$ 156,867
Interest			11,425
Total			$ 168,292
Common Shares			57,453
Third closing
Short-term Debt [Line Items]
Principal														$ 6,250,000	$ 2,917,329	$ 212,158
Interest														659,261	408,113	90,659
Total														$ 6,909,261	$ 3,325,442	$ 302,817
Common Shares														1,265,846	254,247	16,600
Third closing \| Installment amount at June 30, 2016
Short-term Debt [Line Items]
Principal																$ 212,158
Interest																90,659
Total																$ 302,817
Common Shares																16,600
Third closing \| Installment amount at July 31, 2016
Short-term Debt [Line Items]
Principal								$ 147,368
Interest								32,374
Total								$ 179,742
Common Shares								13,168
Third closing \| Installment amount at August 31, 2016
Short-term Debt [Line Items]
Principal							$ 336,842
Interest							62,059
Total							$ 398,901
Common Shares							34,684
Third closing \| Installment amount at September 30, 2016
Short-term Debt [Line Items]
Principal						$ 263,158
Interest						41,822
Total						$ 304,980
Common Shares						34,523
Third closing \| Installment amount at October 31, 2016
Short-term Debt [Line Items]
Principal					$ 221,053
Interest					35,004
Total					$ 256,057
Common Shares					48,192
Third closing \| Installment amount at November 30, 2016
Short-term Debt [Line Items]
Principal				$ 221,053
Interest				31,259
Total				$ 252,312
Common Shares				64,828
Third closing \| Installment amount at December 31, 2016
Short-term Debt [Line Items]
Principal			$ 221,053
Interest			14,526
Total			$ 235,579
Common Shares			81,872
Third closing \| Cash Payment July 31, 2016 Installment
Short-term Debt [Line Items]
Principal								$ 42,105
Interest								6,107
Total								$ 48,212
Holder Conversions \| First closing
Short-term Debt [Line Items]
Principal															$ 882,852	$ 1,627	$ 104,784	$ 18,261
Interest															78,634	174	12,762	2,375
Total															$ 961,486	$ 1,801	$ 117,546	$ 20,636
Common Shares															72,528	29	1,524	189
Holder Conversions \| Second closing
Short-term Debt [Line Items]
Principal														$ 1,575,318	$ 4,868,679	$ 25,373	$ 987,000
Interest														122,624	418,847	2,995	124,050
Total														$ 1,697,942	$ 5,287,526	$ 28,368	$ 1,111,050
Common Shares														450,385	418,253	414	14,974
Holder Conversions \| Third closing
Short-term Debt [Line Items]
Principal			$ 2,669,512			$ 1,915,698
Interest			170,359			175,092
Total			$ 2,839,871			$ 2,090,790
Common Shares			816,707			155,272

Stock Sales (Details) - USD ($)						1 Months Ended	12 Months Ended
Stock Sales (Details) - USD ($)	Aug. 16, 2017	Jan. 24, 2017	Jan. 23, 2017	Nov. 09, 2015	Jul. 08, 2015	Jan. 31, 2006	Dec. 31, 2017	Dec. 31, 2016	Jan. 20, 2017	May 02, 2016	Jan. 29, 2016	Jan. 11, 2016	Nov. 04, 2015
Class of Stock [Line Items]
Public offering selling units					30,476
Shares issued, price per unit					$ 525.00
Gross proceeds before deducting estimate offering expenses			$ 19,000,000		$ 16,000,000
Offering costs			$ 2,500,000		$ 1,400,000			$ 28,000
Number of common stock							30,957,113	2,736,621
Common stock upon the exercise of outstanding warrants	2,575,000						559,670
Exercise price									$ 2.18	$ 325.50	$ 76.30	$ 325.50
Beneficial ownership percentage			4.99%		9.99%
Common stock (in shares)			1,218,107				30,957,113	2,736,621
Issuance of common stock (in shares)				27,982
Warrants expense	$ 4,400,000						$ 4,438,149
Estimated assumptions
Risk-free interest rates	2.03%
Expected life	7 years
Expected dividends	0.00%
Expected volatility	112.03%
Senior Amortizing Convertible Notes
Class of Stock [Line Items]
Exercise price													$ 325.50
Class A Units
Class of Stock [Line Items]
Offer price			$ 5.31
Number of common stock			1
Common stock upon the exercise of outstanding 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 upon the exercise of outstanding 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
Series B convertible preferred stock
Class of Stock [Line Items]
Preferred stock ( in shares)							6,055	0
Preferred stock, par value							$ 0.01	$ 0.01
Underwriting discounts and commissions and offering expenses	$ 2,000,000
Warrants to purchase common stock
Class of Stock [Line Items]
Offering costs					$ 532,000
Series C Warrants
Class of Stock [Line Items]
Exercise price					$ 525.00
Warrant issued					0
Series A Warrants
Class of Stock [Line Items]
Gross proceeds before deducting estimate offering expenses					$ 16,000,000
Offering costs					$ 1,400,000
Exercise price				$ 168.00	$ 630.00		$ 2.80		$ 2.18		$ 67.90
Warrant, exercise period					42 months
Warrants 2017
Class of Stock [Line Items]
Common stock upon the exercise of outstanding warrants			188
EnteroMedics Europe
Class of Stock [Line Items]
Common stock (in shares)						20
Issuance of common stock (in shares)						1
Minimum
Class of Stock [Line Items]
Beneficial ownership percentage					4.99%
Over-allotment option
Class of Stock [Line Items]
Issuance of common stock (in shares)			466,695
Net proceeds	18,000,000
Underwriting discounts and commissions and offering expenses	$ 2,000,000
Over-allotment option \| Series B convertible preferred stock
Class of Stock [Line Items]
Number of common stock	1
Issuance of common stock (in shares)	20,000						13,945
Shares issued upon conversion (in shares)	435						6,066,075
Preferred stock, par value	$ 0.01
Conversion Price Per Share	2.30
Over-allotment option \| Warrants to purchase common stock
Class of Stock [Line Items]
Offer price	$ 1,000
Common stock upon the exercise of outstanding warrants	1
Warrant term	7 years
Exercise price	$ 2.30
Conversion of convertible preferred shares to common stock	435
Over-allotment option \| Warrants 2017
Class of Stock [Line Items]
Issuance of common stock (in shares)			466,695

Income Taxes (Details) - USD ($)			3 Months Ended	12 Months Ended
Income Taxes (Details) - USD ($)	Jan. 01, 2018	Dec. 22, 2017	Dec. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Taxes [Line Items]
U.S. federal income tax rate				34.00%	34.00%	34.00%
Reduction of our net deferred tax assets, before application of the valuation allowance		$ 37,100,000
Income tax benefit		$ (2,300,000)	$ (2,300,000)
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract]
Federal				$ (2,538,611)
State				224,000
Income Tax Expense (Benefit), Total				(2,314,611)
U.S. federal net operating loss carryforwards amount			253,800,000	253,800,000
Federal net operating loss carryforward Expiration			$ 48,000,000	$ 48,000,000
Forecast
Income Taxes [Line Items]
U.S. federal income tax rate	21.00%
Minimum
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract]
Percentage of change in ownership				50.00%

Income Taxes - Tax Rate Reconciliation (Details)	12 Months Ended
Income Taxes - Tax Rate Reconciliation (Details)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Computed 'expected' tax benefit	34.00%	34.00%	34.00%
Other permanent adjustments	(5.50%)	3.10%	1.60%
Research and development credit	0.70%	0.60%	0.90%
Change in Federal tax rate	(102.50%)
Federal valuation allowance	79.70%	(37.70%)	(36.50%)
Effective Income Tax Rate Reconciliation, Percent, Total	6.40%

Income Taxes - Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets (liabilities):
Start-up costs	$ 4,166,000	$ 6,662,000
Capitalized research and development costs	12,494,000	23,012,000
Reserves and accruals	7,642,000	8,933,000
Property and equipment	46,000	83,000
Research and development credit	4,387,000	2,198,000
Net operating loss carryforwards	63,794,000	41,657,000
Total gross deferred tax assets	92,529,000	82,545,000
Valuation allowance	(86,033,000)	$ (82,545,000)
Deferred tax assets	6,496,000
Intangible assets	(11,788,000)
Total gross deferred tax liabilities	(11,788,000)
Net deferred tax liability	$ (5,292,000)

Stock Options (Details) - USD ($)			12 Months Ended
Stock Options (Details) - USD ($)	Dec. 19, 2017	Jun. 27, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Feb. 08, 2017	Feb. 07, 2017
Schedule Of Stock Options [Line Items]
Stock incentive plan, shares authorized	8,500,000		40,000,000	40,000,000			3,000,000	40,000,000
Shares Available For Grant, Shares reserved	5,500,000		5,500,000	2,976,486
Option to purchase		6,424
Award granted, shares		1,083	2,686,371	2,174		3,238
Option exercise price (dollars per share)		$ 23.28
Award granted, exercise price per share			$ 4.26	$ 45.35		$ 1,104.00
Weighted average estimated fair value of stock options granted			$ 2.82	$ 60.00	$ 426.30
Total unrecognized compensation costs related to non-vested stock options			$ 7,600,000
Total unrecognized compensation costs related to non-vested stock options, weighted-average period of recognition			3 years
Aggregate intrinsic value of stock options			$ 0	$ 0	$ 0
Incentive Stock Options
Schedule Of Stock Options [Line Items]
Option expiration period			5 years
Employees
Schedule Of Stock Options [Line Items]
Total unrecognized compensation costs related to non-vested stock options			$ 7,500,000
Employees \| Employee Awards
Schedule Of Stock Options [Line Items]
Award vesting period			4 years
Nonemployees
Schedule Of Stock Options [Line Items]
Stock-based compensation			$ 184,000	$ 4,000	$ (35,000)
Minimum
Schedule Of Stock Options [Line Items]
Options granted to participants			10.00%
Options granted to participants owning more than 10% of outstanding voting stock, exercise price percentage			110.00%
Minimum \| Incentive Stock Options
Schedule Of Stock Options [Line Items]
Options granted to participants			10.00%
Maximum
Schedule Of Stock Options [Line Items]
Option expiration period			10 years

Stock Options - Summary of Stock Option Activity (Details) - USD ($)			12 Months Ended
	Dec. 19, 2017	Jun. 27, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Available For Grant, Beginning Balance			2,988,243	4,237	6,740
Shares Available For Grant, Shares reserved	5,500,000		5,500,000	2,976,486
Shares Available For Grant, Options granted			(2,686,371)	(2,174)		(3,238)
Shares Available For Grant, Options cancelled			162,650	9,694		735
Shares Available For Grant, Ending Balance			5,964,522	2,988,243	4,237	6,740
Outstanding Options, Number of Shares, Beginning Balance			7,034	14,554	12,051
Outstanding Options, Number of Shares, Options granted		1,083	2,686,371	2,174		3,238
Outstanding Options, Number of Shares, Options cancelled			(162,650)	(9,694)		(735)
Outstanding Options, Number of Shares, Ending Balance			2,530,755	7,034	14,554	12,051
Outstanding Options, Weighted-Average Exercise Price, Beginning Balance			$ 1,824.87	$ 2,298.00	$ 2,597.00
Outstanding Options, Weighted-Average Exercise Price, Options granted			4.26	45.35		$ 1,104.00
Outstanding Options, Weighted-Average Exercise Price, Options cancelled			16.63	2,134.47		1,942.00
Outstanding Options, Weighted-Average Exercise Price, Ending Balance			$ 8.68	$ 1,824.87	$ 2,298.00	$ 2,597.00
Aggregate Intrinsic Value						$ 519,546
Vesting One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Percentage			25.00%
Vesting Period			1 year
Vesting Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting Percentage			75.00%
Vesting Period			36 months
Monthly vesting percentage			2.0833%
Stock Incentive Plan 2003
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Available For Grant, Shares reserved			1,379,000	5,426	7,380
Shares Available For Grant, Options granted			(1,379,000)	(5,426)	(7,380)
Outstanding Options, Number of Shares, Beginning Balance			12,806	7,380
Outstanding Options, Number of Shares, Options granted			1,379,000	5,426	7,380
Outstanding Options, Number of Shares, Options cancelled			(92,114)
Outstanding Options, Number of Shares, Ending Balance			1,299,692	12,806	7,380
Outstanding Options, Weighted-Average Exercise Price, Beginning Balance			$ 191.12	$ 262.50
Outstanding Options, Weighted-Average Exercise Price, Options granted			2.04	94.05	$ 262.50
Outstanding Options, Weighted-Average Exercise Price, Options cancelled			4.18
Outstanding Options, Weighted-Average Exercise Price, Ending Balance			$ 3.75	$ 191.12	$ 262.50

Stock Options - Outstanding Vested and Currently Exercisable by Exercise Price (Details)	12 Months Ended
	Dec. 31, 2017 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Number of shares outstanding \| shares	3,830,447
Weighted-Average Remaining Contractual Life (Years)	9 years 7 months 6 days
Number of Options \| shares	539,028
Weighted-Average Exercise Price	$ 30.88
$1.64 to $1.96
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price, lower limit	1.64
Exercise price, upper limit	$ 1.96
Number of shares outstanding \| shares	310,600
Weighted-Average Remaining Contractual Life (Years)	9 years 9 months 18 days
$2.00 to $2.05
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price, lower limit	$ 2.00
Exercise price, upper limit	$ 2.05
Number of shares outstanding \| shares	2,381,321
Weighted-Average Remaining Contractual Life (Years)	9 years 9 months 18 days
$4.28 to $7.12
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price, lower limit	$ 4.28
Exercise price, upper limit	$ 7.12
Number of shares outstanding \| shares	1,122,117
Weighted-Average Remaining Contractual Life (Years)	9 years 2 months 12 days
Number of Options \| shares	526,896
Weighted-Average Exercise Price	$ 7.07
$11.99 to $96.60
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price, lower limit	11.99
Exercise price, upper limit	$ 96.60
Number of shares outstanding \| shares	4,172
Weighted-Average Remaining Contractual Life (Years)	8 years 1 month 6 days
Number of Options \| shares	3,284
Weighted-Average Exercise Price	$ 79.20
$241.50 to $924.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price, lower limit	241.50
Exercise price, upper limit	$ 924.00
Number of shares outstanding \| shares	7,706
Weighted-Average Remaining Contractual Life (Years)	7 years 9 months 18 days
Number of Options \| shares	4,321
Weighted-Average Exercise Price	$ 271.43
$1,165.50 and over
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price, lower limit	$ 1,165.50
Number of shares outstanding \| shares	4,531
Weighted-Average Remaining Contractual Life (Years)	5 years 1 month 6 days
Number of Options \| shares	4,527
Weighted-Average Exercise Price	$ 2,537.71

Stock Options - Stock-Based Compensation for Non Employees (Details) - Nonemployees	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rates, minimum	2.34%	0.02%
Risk-free interest rates, maximum	2.38%	2.10%
Expected Volatility, minimum	114.94%	37.36%
Expected Volatility, maximum	131.24%	132.01%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	9 years 4 months 17 days	29 days
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	10 years	8 years 6 months 4 days

Stock Options - Estimated Grant-Date Fair Values of Employee Stock Options (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rates, minimum	1.94%	0.87%	1.49%
Risk-free interest rates, maximum	2.19%	1.64%	1.80%
Expected life	6 years 3 months
Expected dividends	0.00%	0.00%	0.00%
Expected volatility, minimum	116.49%	88.43%	83.36%
Expected volatility, maximum	119.54%	114.38%	111.77%
Nonemployees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rates, minimum	2.34%		0.02%
Risk-free interest rates, maximum	2.38%		2.10%
Expected volatility, minimum	114.94%		37.36%
Expected volatility, maximum	131.24%		132.01%
Minimum \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life		4 years	5 years 6 months
Minimum \| Nonemployees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	9 years 4 months 17 days		29 days
Maximum \| Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life		6 years 3 months	6 years 3 months
Maximum \| Nonemployees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life	10 years		8 years 6 months 4 days

Warrants (Details) - Common Stock - $ / shares	12 Months Ended
Warrants (Details) - Common Stock - $ / shares	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Class of Warrant or Right [Line Items]
Beginning Balance	55,049	54,875	23,044
Granted	14,852,994	19,308	32,155
Exercised	(599,670)	(1,428)
Cancelled	(36)	(17,706)	(324)
Ending Balance	14,308,337	55,049	54,875
Beginning Balance	$ 238.90	$ 1,929.20	$ 1,929.20
Granted	3.15	325.50	116.20
Exercised	5.56	(3.50)
Cancelled	238.90	(2,257.50)	2,299.50
Ending Balance	$ 3.51	$ 238.90	$ 1,929.20

Warrants - Additional Information (Details)	12 Months Ended
Warrants - Additional Information (Details)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Warrants to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrant outstanding, weighted-average remaining contractual life	6 years 29 days	2 years 9 months 4 days	2 years 2 months 5 days

Related Party Transactions (Details) - USD ($)		12 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 10, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Consulting Agreement - Anthony Jansz
Related Party Transaction [Line Items]
Consulting agreement beginning date		Jun. 01, 2011
Consulting agreement termination date		Apr. 30, 2015
Award granted, shares		16,663
Award granted, price per share		$ 29.78
Stock-based compensation				$ 600
Options granted that did not vest		471
Payment for consulting services		$ 0	$ 0	75,000
Consulting Agreement - Jon Tremmel
Related Party Transaction [Line Items]
Award granted, shares	16,666
Award granted, price per share	$ 3.45
Stock-based compensation			3,000	13,000
Payment for consulting services		$ 0	$ 0	$ 50,000
Consulting agreement term	1 year

Commitments and Contingencies (Details)					12 Months Ended
Commitments and Contingencies (Details)	Oct. 02, 2017 USD ($)	May 22, 2017 USD ($)	Feb. 28, 2017 director shareholder shares	Aug. 25, 2015 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Loss Contingencies [Line Items]
Operating lease agreement expiration date				Sep. 30, 2018	Sep. 30, 2015
Operating lease agreement term				3 years
Total rent expense					$ 357,000	$ 229,000	$ 262,000
Number of months that require patients to be followed out in clinical trials					60 months
Du Litigation
Loss Contingencies [Line Items]
Number of shareholders \| shareholder			1
Number of Senior Management members \| director			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
BarioSurg \| Office space
Loss Contingencies [Line Items]
Operating lease, monthly base rent		$ 2,818
ReShape Medical, Inc \| Office/warehouse space \| Minimum
Loss Contingencies [Line Items]
Operating lease, monthly base rent	$ 24,614
ReShape Medical, Inc \| Office/warehouse space \| Maximum
Loss Contingencies [Line Items]
Operating lease, monthly base rent	27,510
ReShape Medical, Inc \| Office and manufacturing space
Loss Contingencies [Line Items]
Operating lease, monthly base rent	$ 10,877

Commitments and Contingencies - Additional Information (Details)	Dec. 31, 2017 USD ($)
Commitments and Contingencies
2018	$ 633,695
2019	419,082
2020	319,262
2021	327,949
2022	165,061
Total future minimum lease payments	$ 1,865,049

Quarterly Data (unaudited) (Details) - USD ($)		3 Months Ended								12 Months Ended
Quarterly Data (unaudited) (Details) - USD ($)	Dec. 22, 2017	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Aug. 16, 2017
Quarterly Financial Data [Line Items]
Revenue		$ 794,000	$ 360,000	$ 93,000	$ 40,000	$ 142,000	$ 297,000	$ 276,000	$ 72,000	$ 1,287,154	$ 786,660	$ 292,000
Net loss		$ (9,617,000)	$ (9,994,000)	$ (6,840,000)	$ (7,367,000)	$ (4,434,000)	$ (6,522,000)	$ (4,995,000)	$ (7,409,000)	$ (33,817,972)	$ (23,360,844)	$ (25,498,747)
Basic and diluted net loss per share		$ (0.45)	$ (1.06)	$ (0.91)	$ (1.27)	$ (2.65)	$ (11.77)	$ (33.96)	$ (66.14)	$ (3.07)	$ (37.53)	$ (298.97)
Common stock warrants		559,670								559,670			2,575,000
Income tax benefit	$ (2,300,000)	$ (2,300,000)
BarioSurg
Quarterly Financial Data [Line Items]
Net loss		389,000	$ 327,000	$ 116,000
ReShape Medical, Inc
Quarterly Financial Data [Line Items]
Revenue		718,000
Net loss		$ 4,100,000
Warrants to purchase common stock
Quarterly Financial Data [Line Items]
Net loss			$ 4,400,000
Common stock warrants			2,575,000

Subsequent Events - (Details) - USD ($)			12 Months Ended
Subsequent Events - (Details) - USD ($)	Apr. 04, 2018	Apr. 02, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Aug. 16, 2017	Jan. 20, 2017	May 02, 2016	Jan. 29, 2016	Jan. 11, 2016
Subsequent Event
Issuance of common stock					$ 6,392,372
Common stock warrants			559,670			2,575,000
Exercise price of warrants							$ 2.18	$ 325.50	$ 76.30	$ 325.50
Gross proceeds from exercise of warrant			$ 3,334,176	$ 5,000
Securities Purchase Agreement \| Subsequent Event
Subsequent Event
Issuance of common stock		$ 6,000,000
Term of warrants		1 year
Number of months after the requisite stockholder approval obtained		8 months
Common stock warrants		35,000,000
Exercise price of warrants		$ 0.75
Securities Purchase Agreement \| Subsequent Event \| Series D Convertible Preferred Stock
Subsequent Event
Shares of convertible preferred stock convertible into Number of shares of common stock		8,000,000
Conversion price		$ 0.75
Securities Purchase Agreement \| Subsequent Event \| Forecast
Subsequent Event
Net proceeds	$ 5,250,000	$ 5,250,000
Gross proceeds from exercise of warrant		$ 26,250,000