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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2019	Aug. 12, 2019
Document And Entity Information
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Entity Registrant Name	RESHAPE LIFESCIENCES INC.
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		30,605,233
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Central Index Key	0001371217
Amendment Flag	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 4,355	$ 5,548
Accounts and other receivables (net of allowance for bad debts of $387 at June 30, 2019 and $236 at December 31, 2018)	4,625	917
Finished goods inventory	1,348	985
Prepaid expenses and other current assets	2,303	1,269
Total current assets	12,631	8,719
Property and equipment, net	27	64
Operating lease right-of-use assets	963
Other intangible assets, net	29,506	36,927
Other assets	563	563
Total assets	43,690	46,273
Current liabilities:
Accounts payable and accrued liabilities	9,853	6,456
Asset purchase consideration payable, current	1,955	1,907
Operating lease liabilities, current	343
Total current liabilities	12,151	8,363
Asset purchase consideration payable, noncurrent	4,520	4,403
Operating lease liabilities, noncurrent	626
Deferred income taxes	1,258	1,844
Common stock warrant liability	11,743
Total liabilities	30,298	14,610
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.01 par value; 275,000,000 shares authorized at June 30, 2019 and December 31, 2018; 28,505,233 and 8,770,433 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively	285	88
Additional paid-in capital	452,492	450,564
Accumulated deficit	(439,386)	(418,990)
Total stockholders’ equity	13,392	31,663
Total liabilities and stockholders’ equity	43,690	46,273
Series C convertible preferred stock
Stockholders’ equity:
Preferred stock, 5,000,000 shares authorized:	$ 1	$ 1

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Allowance for bad debts	$ 387	$ 236
Preferred stock, authorized	5,000,000	5,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	28,505,233	8,770,433
Common stock, shares outstanding	28,505,233	8,770,433
Series B convertible preferred stock
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, issued	3	159
Preferred stock outstanding	3	159
Series C convertible preferred stock
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, issued	95,388	95,388
Preferred stock outstanding	95,388	95,388

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Condensed Consolidated Statements of Operations
Revenue	$ 4,450	$ 10	$ 7,524	$ 149
Cost of revenue	1,593	3	2,436	63
Gross profit	2,857	7	5,088	86
Operating expenses:
Selling, general and administrative	6,792	4,327	12,213	10,663
Research and development	960	2,053	2,016	4,553
Impairment of intangible assets	6,588	14,005	6,588	14,005
Total operating expenses	14,340	20,385	20,817	29,221
Operating loss	(11,483)	(20,378)	(15,729)	(29,135)
Other expense (income), net
Interest expense, net	213	1	316	2
Loss on extinguishment of debt	71		71
Warrant expense	4,127	145	4,257	145
Other, net	612	(3)	609	(2)
Loss from continuing operations before income taxes	(16,506)	(20,521)	(20,982)	(29,280)
Income tax benefit	586	1,209	586	2,591
Loss from continuing operations	(15,920)	(19,312)	(20,396)	(26,689)
Loss from discontinued operations, net of tax		(15,939)		(19,795)
Net loss	(15,920)	(35,251)	(20,396)	(46,484)
Less: Down round adjustments for convertible preferred stock and warrants		(3,842)		(3,842)
Net loss attributable to common shareholders	$ (15,920)	$ (39,093)	$ (20,396)	$ (50,326)
Net loss per share - basic and diluted:
Continuing operations (in dollars per share)	$ (1.25)	$ (1,307.98)	$ (1.94)	$ (1,881.15)
Discontinued operations (in dollars per share)		(900.41)		(1,219.65)
Net loss per share-basic and diluted (in dollars per share)	$ (1.25)	$ (2,208.39)	$ (1.94)	$ (3,100.80)
Shares used to compute basic and diluted net loss per share	12,715,277	17,702	10,491,220	16,230

Consolidated Statements of Stockholders' Equity - USD ($)	Preferred Stock Series B convertible preferred stock	Preferred Stock Series C convertible preferred stock	Preferred Stock Series D convertible preferred stock April 2018 institutional sale of convertible preferred stock and warrants	Preferred Stock Series D convertible preferred stock	Preferred Stock Series E convertible preferred stock Issuance of series E convertible preferred stock	Preferred Stock Series E convertible preferred stock	Common Stock 2019 institutional sales of common stock and warrants	Common Stock Issuance of series E convertible preferred stock	Common Stock 2018 institutional sales of common stock and warrants	Common Stock	Additional Paid-in Capital 2019 institutional sales of common stock and warrants	Additional Paid-in Capital April 2018 institutional sale of convertible preferred stock and warrants	Additional Paid-in Capital 2018 institutional sales of common stock and warrants	Additional Paid-in Capital	Accumulated Deficit	Series B convertible preferred stock	2019 institutional sales of common stock and warrants	April 2018 institutional sale of convertible preferred stock and warrants	2018 institutional sales of common stock and warrants	Total
Balance at Dec. 31, 2017		$ 1,000												$ 411,125,000	$ (334,759,000)					$ 76,367,000
Balance (in shares) at Dec. 31, 2017	6,055	95,388								14,742
Changes in Stockholders' Equity
Net loss															(46,484,000)					(46,484,000)
Stock-based compensation expense														1,550,000						1,550,000
Down round adjustments for convertible preferred stock and warrants														3,842,000	(3,842,000)
Stock issued												$ 5,081,000	$ 2,501,000					$ 5,081,000	$ 2,501,000
Stock issued in (in shares)			6,000						6,030
Redemption of stock														(500,000)						(500,000)
Redemption of stock (in shares)				(500)
Conversion of stock (in shares)	(3,098)			(750)						4,267
Issuance of common stock upon exercise of warrants										$ 750				595,000						595,000
Issuance of common stock upon exercise of warrants (in shares)	2,957	95,388		4,750						25,789
Balance at Jun. 30, 2018		$ 1,000												424,194,000	(385,085,000)					39,110,000
Balance (in shares) at Jun. 30, 2018	2,957	95,388		4,750						25,789
Balance at Mar. 31, 2018		$ 1,000												411,865,000	(345,992,000)					65,874,000
Balance (in shares) at Mar. 31, 2018	6,055	95,388								14,742
Changes in Stockholders' Equity
Net loss															(35,251,000)					(35,251,000)
Stock-based compensation expense														810,000						810,000
Down round adjustments for convertible preferred stock and warrants														3,842,000	(3,842,000)
Stock issued												$ 5,081,000		2,501,000				$ 5,081,000		2,501,000
Stock issued in (in shares)			6,000							6,030
Redemption of stock														(500,000)						(500,000)
Redemption of stock (in shares)				(500)
Conversion of stock (in shares)	(3,098)			(750)						4,267
Issuance of common stock upon exercise of warrants														595,000						595,000
Issuance of common stock upon exercise of warrants (in shares)										750
Balance at Jun. 30, 2018		$ 1,000												424,194,000	(385,085,000)					39,110,000
Balance (in shares) at Jun. 30, 2018	2,957	95,388		4,750						25,789
Balance at Dec. 31, 2018		$ 1,000								$ 88,000				450,564,000	(418,990,000)					31,663,000
Balance (in shares) at Dec. 31, 2018	159	95,388								8,770,433
Changes in Stockholders' Equity
Net loss															(20,396,000)					(20,396,000)
Stock-based compensation expense														1,984,000						1,984,000
Warrant expense														130,000						130,000
Stock issued							$ 156,000				$ 127,000						$ 283,000
Stock issued in (in shares)							15,600,000
Warrant adjustment														(312,000)						(312,000)
Conversion of stock					$ 12,000	$ (12,000)		$ (12,000)		$ 13,000				(1,000)
Conversion of stock (in shares)	(156)				1,192,000	(1,192,000)		(1,192,000)		1,316,800
Issuance of common stock upon exercise of warrants										$ 40,000										40,000
Issuance of common stock upon exercise of warrants (in shares)										4,010,000
Balance at Jun. 30, 2019		$ 1,000								$ 285,000				452,492,000	(439,386,000)					13,392,000
Balance (in shares) at Jun. 30, 2019	3	95,388								28,505,233						3
Balance at Mar. 31, 2019		$ 1,000				$ 12,000				$ 77,000				451,949,000	(423,466,000)					28,573,000
Balance (in shares) at Mar. 31, 2019	3	95,388				1,192,000				7,703,233
Changes in Stockholders' Equity
Net loss															(15,920,000)					(15,920,000)
Stock-based compensation expense														728,000						728,000
Stock issued							$ 156,000				$ 127,000						$ 283,000
Stock issued in (in shares)							15,600,000
Warrant adjustment														(312,000)						(312,000)
Conversion of stock						$ (12,000)				$ 12,000
Conversion of stock (in shares)						(1,192,000)				1,192,000
Issuance of common stock upon exercise of warrants										$ 40,000										40,000
Issuance of common stock upon exercise of warrants (in shares)										4,010,000
Balance at Jun. 30, 2019		$ 1,000								$ 285,000				$ 452,492,000	$ (439,386,000)					$ 13,392,000
Balance (in shares) at Jun. 30, 2019	3	95,388								28,505,233						3

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities:
Net loss	$ (20,396)	$ (46,484)
Loss from discontinued operations, net of tax		19,795
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	30	145
Amortization of intangible assets	833	67
Impairment of intangible assets	6,588	14,005
Noncash interest expense	797
Fair value adjustment to embedded derivative	(481)
Loss on extinguishment of debt	71
Stock-based compensation	1,983	1,550
Warrant expense	4,257	145
Deferred income tax benefit	(586)	(2,591)
Other noncash items	14
Change in operating assets and liabilities:
Accounts and other receivables	(3,709)	43
Inventory	(363)	348
Prepaid expenses and other current assets	(1,034)	(452)
Other assets		880
Accounts payable and accrued liabilities	3,397	1,656
Net cash used in operating activities - continuing operations	(8,599)	(10,893)
Net cash used in operating activities - discontinued operations		(4,931)
Net cash used in operating activities	(8,599)	(15,824)
Cash flows from investing activities:
Purchases of property and equipment		(7)
Net cash used in investing activities - continuing operations		(7)
Net cash used in investing activities		(7)
Cash flows from financing activities:
Proceeds from issuance of subordinated convertible debentures	2,000
Payments of debt financing costs	(21)
Repayment of subordinated convertible debentures	(2,200)
Proceeds from warrants exercised	40	488
Proceeds from sale and issuance of equity securities	7,616	9,004
Payments of equity issuance costs	(29)	(1,461)
Preferred stock redemption		(500)
Net cash provided by financing activities - continuing operations	7,406	7,531
Net cash provided by financing activities	7,406	7,531
Net decrease in cash and cash equivalents	(1,193)	(8,300)
Cash and cash equivalents:
Cash and cash equivalents at beginning of period	5,548	10,163
Cash and cash equivalents at end of period	4,355	1,863
Noncash investing and financing activities:
Down round adjustment for convertible preferred stock and warrants		$ 3,842
Conversion of common stock to convertible preferred stock	$ (1)

Basis of Presentation

6 Months Ended

Jun. 30, 2019

Basis of Presentation

Basis of Presentation

(1) Basis of Presentation

The accompanying interim condensed consolidated financial statements and related disclosures of Reshape Lifesciences Inc. (the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") have been condensed or omitted.

In the opinion of management, the interim consolidated condensed financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.

Fair Value of Financial Instruments

The carrying amounts of cash equivalents, accounts receivable, accounts payable and certain accrued and other liabilities approximate fair value due to their short-term maturities. Refer to Note 5 regarding the fair value of debt instruments and Note 8 regarding fair value measurements and inputs.

Net Loss Per Share

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


	June 30,
	2019	2018
Stock options	4,103	4,365
Convertible preferred stock	154,543	22,474
Warrants	242,709,036	28,438

The potential shares of common stock at June 30, 2019 exclude 980,969,318 of warrants issued in June 2019 that, pursuant to the terms of the warrant agreements, are not exercisable until the Company effects a reverse stock split.

Recent Accounting Pronouncements

New accounting standards adopted by the Company in 2019 are discussed below or in the related notes, where appropriate.

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU No. 2016-02 Leases (Topic 842) that amended the guidance on leases. The amendment improves transparency and comparability among companies by recognizing lease assets and lease liabilities on the balance sheet and by disclosing key information about leasing arrangements. The guidance was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Reporting entities could elect to adjust comparative periods and record the cumulative effect adjustment at the beginning of the earliest comparative period, or to not adjust comparative periods and record the cumulative effect adjustment at the effective date.

The Company adopted the new guidance as of the effective date of January 1, 2019 using the modified retrospective approach with no adjustments to the comparative period presented in the financial statements. In addition, the Company elected the package of practical expedients permitted under the transition guidance to not reassess (1) whether any expired or existing contracts are, or contain, leases, (2) the lease classification for expired or existing leases, and (3) initial direct costs for existing leases.

The adoption of the guidance resulted in the recognition of right-of-use ("ROU") assets and lease liabilities for operating leases of $1,176 as of January 1, 2019. The guidance did not have an impact on the Company's Condensed Consolidated Statements of Operations or Cash Flows. See Note 6 for disclosures related to the Company's leases.

In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, which is intended to simplify the accounting for nonemployee share-based payment transactions by expanding the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance was effective for fiscal years and interim periods within those years beginning after December 15, 2018, with early adoption permitted. The Company adopted this guidance effective January 1, 2019. The adoption of this guidance had no effect on the Company’s consolidated financial statements as there were no share-based payment transactions with nonemployees in 2018 and such transactions in prior years, all of which had an established measurement date, were not material.

New accounting standards not yet adopted are discussed below.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements and is intended to improve the effectiveness of disclosures, including the consideration of costs and benefits. The guidance is effective for the fiscal years and interim periods within those years beginning after January 1, 2020. Early adoption is permitted, and an entity is permitted to early adopt any removed or modified disclosures and delay adoption of additional disclosures until their effective date. The Company is evaluating the effects of ASU 2018-13 on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The ASU is effective for the Company on January 1, 2020. Early adoption of the ASU is permitted. The Company is evaluating the effects of ASU 2018-15 on its consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is intended to provide financial statement users with more useful information about expected credit losses on financial assets held by a reporting entity at each reporting date. In May 2019, the FASB issued ASU No. 2019-05, which amended the new standard by providing targeted transition relief. The new guidance replaces the existing incurred loss impairment methodology with a methodology that requires consideration of a broader range of reasonable and supportable forward-looking information to estimate all expected credit losses. This guidance is effective for the fiscal years and interim periods within those years beginning after December 15, 2019 and early adoption is permitted for fiscal years and interim periods within those years beginning after December 15, 2018.The Company is currently evaluating the effects of ASU 2016-13 on its consolidated financial statements.

Liquidity and Management's Plans	6 Months Ended
Liquidity and Management's Plans	Jun. 30, 2019
Liquidity and Management's Plans
Liquidity and Management's Plans	(2) Liquidity and Management’s Plans The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue in the short-term to mid-term. The Company’s history of operating losses and limited cash resources raise substantial doubt about its ability to continue as a going concern. As of June 30, 2019, the Company had $4,355 of cash and cash equivalents. The Company’s anticipated operations include plans to (i) continue to integrate the sales and operations of the Company with the Lap-Band product line acquired in December 2018; (ii) continue development of the ReShape Vest, (iii) seek opportunities to leverage the Company’s intellectual property portfolio and custom development services to provide third party sales and licensing opportunities, and (iv) explore and capitalize on synergistic opportunities to expand our portfolio and offer future minimally invasive treatments and therapies in the obesity continuum of care. The Company believes that it has the flexibility to manage the growth of its expenditures and operations depending on the amount of available cash flows, which could include reducing expenditures for marketing, clinical and product development activities. However, the Company will ultimately need to achieve sufficient revenues from product sales and obtain additional equity or debt financing to support its operations. Management is currently pursuing various funding options, including seeking additional equity or debt financing as well as a strategic merger or other transaction to obtain additional funding to support the expansion of Lap-Band product sales and to continue the development of, and to successfully commercialize, the ReShape Vest. While the acquisition of the Lap-Band product line does provide incremental revenues and cash flows to the Company, the cost to support the clinical trials of the ReShape Vest is expected to exceed internally generated cash flows 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.

Discontinued Operations

6 Months Ended

Jun. 30, 2019

Discontinued Operations.

Discontinued operations

(3) Discontinued Operations

During the fourth quarter of 2018, the Company sold substantially all of the assets exclusively related to its ReShape Balloon product line, which consisted of inventory, property and equipment and the related intellectual property underlying the intangible assets. The operating results of the ReShape Balloon product line have been reflected as discontinued operations in the Condensed Consolidated Financial Statements. In addition, the cash flows associated with discontinued operations are presented separately in the accompanying Condensed Consolidated Statements of Cash Flows.

There were no assets associated with the ReShape Balloon product line at June 30, 2019 and December 31, 2018. As described in Note 4 of the Company's Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2018, the Company recorded an impairment charge of $13,182 in the second quarter of 2018 for the full write-down of the goodwill that had been recorded in connection with its acquisition in October 2017 of ReShape Medical, Inc. (“ReShape Medical”). The ReShape Balloon product line was the primary operating activity of ReShape Medical. The components of loss from discontinued operations for the three and six months ended June 30, 2018 consisted of the following:


	Three Months Ended		Six Months Ended
	June 30, 2018
Revenue	$	644	$	1,455
Loss from discontinued operations before income taxes		(15,939)		(19,795)
Income tax benefit		—		—
Loss from discontinued operations, net of tax	$	(15,939)	$	(19,795)

Supplemental Balance Sheet Information

6 Months Ended

Jun. 30, 2019

Supplemental Balance Sheet Information

Supplemental Balance Sheet Information

(4) Supplemental Balance Sheet Information

Components of selected captions in the condensed consolidated balance sheets consisted of the following:

Accounts and other receivables, net:


	June 30,		December 31,
	2019		2018
Accounts receivable	$	2,209	$	510
Receivables, Apollo		2,416		407
Total accounts and other receivables	$	4,625	$	917

Prepaid expenses and other current assets:


	June 30,		December 31,
	2019		2018
Prepaid contract research organization expenses	$	1,454	$	1,064
Prepaid insurance		659		58
Other current assets		190		147
Total prepaid expenses and other current assets	$	2,303	$	1,269

Accounts payable and accrued liabilities:


	June 30,		December 31,
	2019		2018
Accounts payable	$	3,309	$	1,558
Payables, Apollo		928		69
Professional service related expenses		3,380		3,095
Payroll related expenses		1,490		1,146
Other accrued liabilities		746		588
Total accounts payable and accrued liabilities	$	9,853	$	6,456

In connection with the Company’s December 2018 acquisition of the Lap-Band product line from Apollo Endosurgery, Inc. (“Apollo”), the Company entered into transition services, supply and distribution agreements with Apollo. The receivables from, and payables to, Apollo are primarily related to services performed under these agreements. During the second quarter of 2019, the invoicing and collection of Lap-Band orders from customers in the United States and Canada were transitioned to the Company. Apollo will continue to serve as the Company’s distributor of Lap-Band product in certain other geographical areas outside the United States for up to one year from the acquisition date. In addition, for a period of up to 24 months from the acquisition date, Apollo issues purchase orders and procures certain accessory Lap-Band products from third-party suppliers on the Company’s behalf. Remittances from and to Apollo are subject to a reconciliation of the credits/charges for services performed under the agreements.

Impairment of Intangible Assets	6 Months Ended
Impairment of Intangible Assets	Jun. 30, 2019
Impairment of Intangible Assets
Impairment of Intangible Assets	(5) Impairment of Intangible Assets Second Quarter 2019 Indefinite-lived intangible assets consist of in-process research and development (“IPR&D”) for the ReShape Vest recorded in connection with the Company’s acquisition of BarioSurg, Inc. (“BarioSurg”) in May 2017. The Company has completed the feasibility study for the ReShape Vest and began clinical trials in Europe in 2018. During the second quarter of 2019, the Company performed a qualitative impairment analysis of the IPR&D. Due to delays in the clinical trials experienced during the first six months of 2019, the Company revised its expectations of when revenues would commence for the ReShape Vest, thus reducing the projected near-term future net cash flows related to the ReShape Vest. As a result, the Company performed a quantitative impairment analysis of the IPR&D and recorded an impairment charge of $6,588 for the excess of the carrying value over the estimated fair value. The fair value of the IPR&D was estimated using an income approach which included discounting the revised projected future net cash flows to their present value. The Company also assessed the recoverability of finite-lived intangible assets and did not identify any impairment as a result the performance of this analysis. Second Quarter 2018 As described in Note 8 of the Company's Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2018, subsequent to the Company’s registered direct securities offering on April 3, 2018, the price of the Company’s common stock declined significantly. Management determined that this event was an indicator of potential impairment as the magnitude of the decline indicated that the net equity of the Company may be in excess of its fair market value and conducted an impairment analysis during the second quarter of 2018. As a result, the Company recorded an impairment charge of $14,005 for the full write-down of the goodwill recorded in connection with its acquisition of BarioSurg. In addition, as described in Note 3, discontinued operations for the three and six months ended June 30, 2018 include a goodwill impairment charge for the full write-down of the goodwill recorded in connection with the Company’s acquisition of ReShape Medical. In conjunction with the Company’s evaluation of goodwill for impairment in the second quarter of 2018, the Company performed a qualitative impairment analysis on indefinite-lived intangible assets other than goodwill, and assessed the recoverability of finite-lived intangible assets. The Company did not identify any impairments of such indefinite-lived or finite-lived intangible assets as a result the performance of these analyses.

Debt	6 Months Ended
Debt	Jun. 30, 2019
Debt
Debt	(6) Debt Asset Purchase Consideration Payable The asset purchase consideration payable related to the Company’s December 2018 acquisition of the Lap-Band product line from Apollo was initially recorded at net present value using a discount rate of 5.1%. The asset purchase consideration payable is secured by a first security interest in substantially all of the Company’s assets. At June 30, 2019, the aggregate carrying value of the current and noncurrent asset purchase consideration payable of $6,475, as adjusted for accretion of interest, and due to the first security interest held by Apollo, approximates fair value. Convertible Subordinated Debentures On March 29, 2019, the Company completed a private placement with certain healthcare focused institutional investors for the sale of secured subordinated original issue discount convertible debentures (“debentures”) for a purchase price of $2,000. The debentures had a maturity of June 28, 2019 and a face amount of $2,200, reflecting a 10% original issue discount. The Company recorded an additional debt discount and a derivative liability for the fair value of the bifurcated embedded conversion features discussed below. The initial carrying amount of the debentures was recorded net of discounts and deferred financing costs of $1,498. The Company repaid the debentures on June 20, 2019 at their face amount of $2,200 with proceeds from an equity financing which closed on June 18, 2019. In connection with the early repayment of the debentures, the Company recorded a loss on extinguishment of debt of $71, which consisted of the unamortized debt discount and deferred financing costs. The debentures contained a conversion feature that provided that, at any time after June 28, 2019, if the debentures had not been repaid, but subject to certain investor ownership limitations, the debentures were convertible into shares of common stock at a conversion price equal to the lesser of $0.33 and 80% of the average of the lowest two volume weighted average prices of the Company’s common stock during the 20 trading days prior to conversion. The Company analyzed the conversion features embedded in the debentures and determined that bifurcation and liability classification was required under ASC 815 due to the variable number of shares issuable upon conversion. The fair value of the bifurcated embedded conversion features was determined to be $481 as of the issuance date using a Monte Carlo model and primarily Level 3 inputs. Upon the closing of the Company’s equity financing and the Company’s planned use of a portion of the proceeds to repay the debentures, the fair value of the embedded derivative liability was reduced to zero as the conversion feature was no longer available. The fair value adjustment to the embedded derivative liability of $481 was recorded as a reduction to Interest Expense for the three and six months ended June 30, 2019. In connection with the financing, the Company amended the exercise price of warrants to purchase up to 8 million shares of common stock held by the investors that were issued on November 28, 2018 from $1.50 per share to $0.01 per share. The value attributable to the exercise price reduction of $130 was recorded in Warrant Expense for the six months ended June 30, 2019 and was estimated using the Black Scholes option pricing model using a risk-free interest rate of 2.2%, an expected term of 4.7 years, expected dividends of zero and expected volatility of 204.4%.

Leases

6 Months Ended

Jun. 30, 2019

Leases

Leases

(7) Leases

On the date of adoption of Topic 842, the Company had noncancelable operating leases for office and warehouse space in San Clemente, California and noncancelable operating leases for certain office equipment that expire at various dates through 2022. The Company does not have any short-term leases or financing lease arrangements and there have been no lease modifications. Certain of the Company’s equipment leases include variable lease payments that are adjusted periodically based on actual usage. Lease and non-lease components are accounted for separately.

Operating lease costs for the three and six months ended June 30, 2019 were $121 and $241, respectively. Variable lease costs were not material.

Supplemental information related to operating leases was as follows:


Balance Sheet Information at June 30, 2019
Operating lease ROU assets	$	963

Operating lease liabilities, current portion	$	343
Operating lease liabilities, long-term portion		626
Total operating lease liabilities	$	969

Cash Flow Information for the Six Months Ended June 30, 2019
Cash paid for amounts included in the measurement of operating leases liabilities	$	234

Maturities of operating lease liabilities at June 30, 2019 were as follows:


Twelve months ending June 30,
2020	$	384
2021		328
2022		332
Total lease payments		1,044
Less: imputed interest		75
Total lease liabilities	$	969

Weighted-average remaining lease term at end of period (in years)		2.8
Weighted-average discount rate at end of period		5.1	%

Disclosures related to periods prior to adopting the new lease guidance

Future minimum lease commitments under noncancelable operating leases as of December 31, 2018 were as follows:


Year ending December 31,
2019	$	449
2020		332
2021		331
2022		166
Total	$	1,278

Equity	6 Months Ended
Equity	Jun. 30, 2019
Equity
Equity	(8) Equity As described in Note 12 of the Company's Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2018, certain of the Company’s issuances of convertible preferred stock and warrants contain non-standard down round features which result in adjustments to the conversion price of the preferred stock and exercise price of the warrants in the event of future stock sales at a lower unit price. As of June 30, 2019, warrants issued to investors in connection with the sale of convertible preferred stock in August 2017 and warrants issued to investors in connection with the sale of common stock in June, July and August 2018, as amended, contain such down round features. At June 30, 2019, the exercise price of warrants with these down round features was $0.02 per share, as last reset effective with a direct financing completed on June 18, 2019. Down round adjustments were not material during the three and six months ended June 30, 2019. During the three and six months ended June 30, 2018, the Company recorded a total of $3,842 of down round adjustments attributable to changes in the conversion price of convertible preferred stock and reductions in the exercise price of warrants. The value attributable to the warrant exercise price reductions in the three and six months ended June 30, 2018 was estimated using the Black Scholes model using risk-free interest rates ranging from 2.13% to 2.81%; expected lives ranging from less than one year to 6.2 years; expected dividends of zero and expected volatility ranging from 111.63% to 126.38%. The Company had the following equity transactions during the six months ended June 30, 2019 and 2018: June 2019 Issuance of Common Stock and Warrants On June 18, 2019, the Company completed a private placement with certain healthcare focused institutional investors for the sale of 15,600,000 shares of common stock at a purchase price of $0.02 per share and series C prefunded warrants to purchase 384,400,000 shares of common stock at a purchase price of $0.019 per share. The exercise price of each pre-funded warrant is $0.001 per share. The Company also issued series A warrants to purchase 400,000,000 shares of common stock at an exercise price of $0.020 per share and series B warrants to purchase 400,000,000 shares of common stock at an exercise price of $0.022 per share. Net proceeds from the private placement were $6,873 after deducting placement agent fees and other transaction costs. In connection with the registered direct offering, the placement agent received warrants to purchase 28,000,000 shares of common stock at an exercise price of $0.025 per share. The warrants issued to the placement agent are not exercisable until after the Company effects a reverse stock split. The prefunded series C and the series A and B warrants were exercisable upon the closing of the private placement; however, until the Company effects a reverse stock split, the number of warrants that may be exercised is limited to the number of available unissued authorized shares, as defined in the warrant agreements (“Issuable Maximum”). Because the warrant holders may elect to exercise any of the series C prefunded or series A and B warrants up to their pro rata share of the Issuable Maximum, the $7,304 in gross proceeds from the sale of the series C prefunded warrants was recorded as a liability. As a result of the liability treatment of the prefunded warrants, the Company included $714 of the transaction costs in Other, net in the Condensed Consolidated Statements of Operations. The series A and B warrants, series C prefunded warrants and common stock issued contain variable price features until the Company effects a reverse stock split. As a result, the total number of the shares of common stock and series C prefunded warrants purchased and the exercise prices of the series A and B warrants are not fixed until after the Company effects a reverse stock split. The Company analyzed the variable price features and established a warrant liability at the issuance date of $15,966. As the initial value of the warrant liability exceeded the proceeds received from the equity offering, the excess value of $8,340 was recorded as Warrant Expense. The Company revalued the warrant liability at June 30, 2019 and recorded the decrease in fair value of $4,213 as a reduction of Warrant Expense in the Condensed Consolidated Statements of Operations. The fair values of the warrant liability were determined using a Monte Carlo model and primarily Level 3 inputs. February 2019 Conversion of Common Stock into New Series of Convertible Preferred Stock On February 1, 2019, pursuant to an exchange agreement with Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) 1,192,000 shares of the Company’s common stock were exchanged for an aggregate of 1,192,000 shares of series E convertible preferred stock, par value $0.01 per share (“Series E Preferred Stock”) in a noncash transaction. Each share of Series E Preferred Stock was convertible into one share of common stock at Sabby’s election. In April 2019, all shares of Series E Preferred Stock were converted into an equal number of shares of common stock. Conversion of Series B Convertible Preferred Stock into Common Stock During the six months ended June 30, 2019, 156 shares of Series B convertible preferred stock (“Series B Preferred Stock”) were converted into 124,800 shares of common stock. At June 30, 2019, the remaining 3 shares of Series B Preferred stock are convertible into 150,000 shares of common stock. June 2018 Issuances of Common Stock and Warrants On June 21, 2018, the Company completed a registered direct offering which included the sale of 3,354 shares of common stock at a purchase price of $429.80 per share per share and warrants to purchase 3,354 shares of common stock at a purchase price of $17.50 per share. The initial exercise price of each warrant was $431.20 per share. In connection with the registered direct offering, the placement agent received warrants to purchase 163 shares of common stock at an exercise price of $558.60 per share. Net proceeds from the registered direct offering were $1,269, after deducting placement agent fees and other transaction costs. The Company used $500 of the net proceeds of the offering to redeem 500 of the then currently 5,250 outstanding shares of its series D convertible preferred stock, which the Company agreed to as an inducement to obtain the required consent of the holder of series D convertible preferred stock for the Company to complete the offering. On June 9, 2018, the Company completed a registered direct offering which included the sale of 2,676 shares of common stock at a purchase price of $548.80 per share per share and warrants to purchase 2,007 shares of common stock at a purchase price of $17.50 per share. The initial exercise price of each warrant was $550.20 per share. In connection with the registered direct offering, the placement agent received warrants to purchase 188 shares of common stock at an exercise price of $701.40 per share. Net proceeds from the registered direct offering were $1,232, after deducting placement agent fees and other transaction costs. April 2018 Issuance of Convertible Preferred Stock and Warrants On April 3, 2018 the Company completed a registered direct offering which included the sale of 6,000 shares of series D convertible preferred stock, par value $0.01 per share (“Series D Preferred Stock”), at a purchase price of $1,000 per share and warrants to purchase 16,667 shares of common stock at an initial exercise price of $1,575 per share. Net proceeds from the registered direct offering were $5,081, after deducting placement agent fees and other transaction costs. In April 2019, the remaining warrants to purchase 16,366 shares of common stock, net of the warrants exercised in May 2018 as discussed in Note 8, expired in accordance with their terms. In addition to the shares of Series D Preferred Stock redeemed in connection with the registered direct offering completed on June 21, 2018, 750 shares of the Series D Preferred Stock were converted into 477 shares of common stock during the three and six months ended June 30, 2018.

Warrants	6 Months Ended
Warrants	Jun. 30, 2019
Warrants
Warrants	(9) Warrants On May 24, 2018, an institutional investor agreed to exercise an aggregate of 751 warrants to purchase common stock in exchange for a reduction in the warrant exercise price. The warrant exercise was accounted for as a warrant inducement and the related fair value adjustment to the exercised warrants of $146 was recorded in Warrant Expense in the Consolidated Statements of Operations for the three and six months ended June 30, 2018. The value attributable to the exercise price reductions was estimated using the Black Scholes option pricing model using risk-free interest rates ranging from 2.28% to 2.65%; expected terms ranging from less than one year to 3.7 years; expected dividends of zero and expected volatility ranging from 120.44% to 142.78%.

Revenue Disaggregation and Operating Segments

6 Months Ended

Jun. 30, 2019

Revenue Recognition

Revenue Disaggregation and Operating Segments

(10) Revenue Disaggregation and Operating Segments

The following table presents the Company’s revenue disaggregated by product and geography:


	Three Months Ended June 30, 2019						Three Months Ended June 30, 2018
	U.S.		OUS *		Total		U.S.		OUS		Total
Lap-Band product	$	4,010	$	440	$	4,450	$	—	$	—	$	—
ReShape vBloc product		—		—		—		10		—		10
Total	$	4,010	$	440	$	4,450	$	10	$	—	$	10


	Six Months Ended June 30, 2019						Six Months Ended June 30, 2018
	U.S.		OUS *		Total		U.S.		OUS		Total
Lap-Band product	$	7,076	$	448	$	7,524	$	—	$	—	$	—
ReShape vBloc product		—		—		—		149		—		149
Total	$	7,076	$	448	$	7,524	$	149	$	—	$	149

*The next largest individual country outside the U.S. was Australia, which was 9.5% and 5.6% of total revenues for the three months and six months ended June 30, 2019 and 2018, respectively.

As described in Note 4 of the Company's Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2018, the Company acquired the Lap-Band product line in December 2018. As a result of the acquisition of the Lap-Band product line, the Company is no longer actively marketing the ReShape vBloc product.

Operating Segments

The Company’s operating segments currently consist of the Lap-Band segment and the ReShape Vest segment. These two operating segments are reported based on the financial information provided to the Chief Operating Decision Maker (the Chief Executive Officer, or “CODM”). The Company’s CODM evaluates segment performance based on gross profit. The Company’s CODM does not use operating segment assets information to allocate resources or to assess performance of the operating segments and thus total segment assets have not been disclosed

The Company acquired the established Lap-Band product line in December 2018, and the Lap-Band product line accounted for all of the Company’s revenues and gross profit for the three and six months ended June 30, 2019. There were no revenues or gross profit recorded for the ReShape Vest operating segment for the three months and six months ended June 30, 2019 and 2018 because the ReShape Vest is still in the development stage.

The Company’s CODM no longer evaluates performance related to ReShape vBloc, as revenues and gross profit during each of the three months ended June 30 and September 30, 2018 were insignificant, and there have been no revenues or gross profit associated with the ReShape vBloc product since September 30, 2018. In addition, the Company is no longer actively marketing the ReShape vBloc product.

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2019
Income Taxes
Income Taxes	(11) Income Taxes In connection with the impairment of IPR&D discussed in Note 5, which resulted in a reduction in the deferred tax liability associated with the indefinite-lived intangible asset, the Company recorded an income tax benefit of $586 for the three and six months ended June 30, 2019. The income tax benefit is net of an increase to the deferred tax valuation allowance of $1,052 for the portion of the deferred tax liability reversal that had been netted with the deferred tax asset associated with U.S. federal net operating loss carryforwards that do not expire. The income tax benefit from continuing operations for the three and six months ended June 30, 2018 of $1,209 and $2,591, respectively, reflects the tax impact of the net operating losses from continuing operations generated in the periods which have an indefinite carryover period. A portion of these net operating losses were supported by expected taxable income from the reversal of indefinite-lived intangibles, such that they are more likely than not to be realized.

Stock-based Compensation

6 Months Ended

Jun. 30, 2019

Stock-based Compensation

Stock-based Compensation

(12) Stock-based Compensation

Stock-based compensation expense related to stock options issued under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan (the “Plan”) and as inducement grants for the three and six months ended June 30, 2019 and 2018 was as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Selling, general and administrative	$	696	$	770	$	1,919	$	1,452
Research and development		31		40		64		98
Total	$	727	$	810	$	1,983	$	1,550

As of June 30, 2019, there was approximately $4,120 of total unrecognized compensation costs related to unvested stock option awards, which are expected to be recognized over a weighted-average period of 2.3 years.

There were no stock options granted during the three and six months ended June 30, 2019. During the three and six months ended June 30, 2018, the Company granted 2,868 stock options under the Plan at a weighted average exercise price of $1,336.72 per share. There were no stock options exercised during the three and six months ended June 30, 2019 and 2018.

The weighted-average assumptions used in the Black-Scholes option pricing model to estimate the grant date fair value of stock options granted during the three and six months ended June 30, 2018 were as follows:


Risk-free interest rate		2.85%
Expected term (in years)		6.25
Expected dividend yield		0%
Expected volatility		121.52%

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2019
Commitments and Contingencies
Commitments and Contingencies	(13) Commitments and Contingencies Litigation Fulfillium. On April 20, 2017, Fulfillium, Inc. filed a complaint against ReShape Medical, Inc. (which the Company acquired in October 2017 and which is now a wholly owned subsidiary of the Company) in the U.S. District Court for the District of Delaware, which alleged misappropriation of trade secrets and infringement of two U.S. Patents (“Fulfillium I”). On July 28, 2017, ReShape Medical moved to dismiss both the trade secret claim and certain aspects of the patent infringement claim, and to transfer the litigation to the U.S. District Court for the Central District of California. On October 16, 2017, the Court granted ReShape Medical’s motion to dismiss the trade secret and willful infringement claims, and ordered the case transferred to the U.S. District Court for the Central District of California. Fulfillium twice amended its complaint, narrowing its original trade secret claim and adding further patent infringement claims and additional parties. On June 4, 2018, ReShape Medical filed a motion to dismiss the patent infringement claims for lack of standing, which the Court granted on July 5, 2018. On August 10, 2018, the Court dismissed without prejudice the trade secret claim for lack of subject matter jurisdiction and terminated the case. Fulfillium has appealed these dismissals and ReShape Medical has appealed the grant and denial of certain attorney fee awards. On July 20, 2018, Fulfillium filed a new complaint against ReShape Lifesciences, Inc. (and its wholly owned subsidiary ReShape Medical LLC) in the U.S. District Court for the Central District of California (“Fulfillium II”) reasserting the patent infringement claims asserted in Fulfillium I. On August 15, 2018, Fulfillium amended its complaint in Fulfillium II to reassert the trade secret misappropriation claim asserted in Fulfillium I against ReShape Medical LLC and others. On September 7, 2018, Fulfillium filed a complaint in California state court alleging the same trade secret misappropriation claim asserted in both Fulfillium I and Fulfillium II. On November 7, 2018, the Court dismissed the non-Company parties from Fulfillium II. On April 20, 2018, ReShape Medical filed Inter Partes Review (“IPR”) petitions with the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office (the “PTAB”) to have all claims of both of the originally asserted Fulfillium patents canceled as unpatentable over various combinations of prior art. On November 6, 2018, the PTAB denied those petitions. The parties held a mediation on April 9, 2019, but were unable to resolve the matter. The Company intends to continue to vigorously defend itself against Fulfillium’s claims. We currently are unable to estimate the losses or range of loss for these two matters. Alpha and Iroquois. On July 12, 2018, Alpha Capital Anstalt (“Alpha”) filed a complaint against the Company in the U.S. District Court for the Southern District of New York. In August 2017, Alpha acquired shares of the Company’s series B convertible preferred stock and warrants to purchase shares of the Company’s common stock in an underwritten public offering. Pursuant to the terms of the series B convertible preferred stock and warrants, the conversion price of the series B convertible preferred stock and exercise price of the warrants was subject to adjustment in the case of, among other things, dilutive issuances of securities by the Company. The complaint alleged breach of contract, claiming that the Company should have adjusted the conversion price of the series B convertible preferred stock and exercise price of the warrants to not less than $420.00 per share, rather than the $1,575.00 per share to which the Company actually adjusted such conversion price and exercise price, in connection with its registered direct offering of series D convertible preferred stock and warrants to purchase common stock that it completed and announced in April 2018. On July 26, 2018, Iroquois Capital Investment Group, LLC and Iroquois Master Fund, Ltd. (“Iroquois”) filed a complaint against the Company in the U.S. District Court for the Southern District of New York, with substantially the same claims and seeking substantially the same relief as Alpha’s complaint described above, except that Iroquois claimed that the conversion price of the series D convertible preferred stock and exercise price of the warrants should have been adjusted to $189.00 per share. Following a mediation held on June 20, 2019, the parties each entered into a mutually agreeable settlement agreement resolving the issues raised in the complaints filed by each Alpha and Iroquois. Pursuant to the settlement agreements, each lawsuit has been dismissed with prejudice. The terms of the settlement agreements are confidential. 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 is reasonably possible to 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. Product Liability Claims The Company is exposed to product liability claims that are inherent in the testing, production, marketing and sale of medical devices. Management believes any losses that may occur from these matters are adequately covered by insurance, and the ultimate outcome of these matters will not have a material effect on the Company’s financial position or results of operations. The Company is not currently a party to any product liability litigation and is not aware of any pending or threatened product liability litigation that is reasonably possible to have a material adverse effect on the Company’s business, operating results or financial condition.

Basis of Presentation (Policies)

6 Months Ended

Jun. 30, 2019

Basis of Presentation

Basis of Presentation

Fair Value of Financial Instruments

Net Loss Per Share


	June 30,
	2019	2018
Stock options	4,103	4,365
Convertible preferred stock	154,543	22,474
Warrants	242,709,036	28,438

Recent Accounting Pronouncements

New accounting standards adopted by the Company in 2019 are discussed below or in the related notes, where appropriate.

New accounting standards not yet adopted are discussed below.

Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2019

Basis of Presentation

Schedule of anti-dilutive securities


	June 30,
	2019	2018
Stock options	4,103	4,365
Convertible preferred stock	154,543	22,474
Warrants	242,709,036	28,438

Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2019

Discontinued Operations.

Schedule of components of loss from discontinued operations


	Three Months Ended		Six Months Ended
	June 30, 2018
Revenue	$	644	$	1,455
Loss from discontinued operations before income taxes		(15,939)		(19,795)
Income tax benefit		—		—
Loss from discontinued operations, net of tax	$	(15,939)	$	(19,795)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Supplemental Balance Sheet Information (Tables)

6 Months Ended

Jun. 30, 2019

Supplemental Balance Sheet Information

Schedule of accounts and other receivables, net


	June 30,		December 31,
	2019		2018
Accounts receivable	$	2,209	$	510
Receivables, Apollo		2,416		407
Total accounts and other receivables	$	4,625	$	917

Schedule of prepaid expenses and other current assets


	June 30,		December 31,
	2019		2018
Prepaid contract research organization expenses	$	1,454	$	1,064
Prepaid insurance		659		58
Other current assets		190		147
Total prepaid expenses and other current assets	$	2,303	$	1,269

Schedule of accounts payable and accrued liabilities


	June 30,		December 31,
	2019		2018
Accounts payable	$	3,309	$	1,558
Payables, Apollo		928		69
Professional service related expenses		3,380		3,095
Payroll related expenses		1,490		1,146
Other accrued liabilities		746		588
Total accounts payable and accrued liabilities	$	9,853	$	6,456

Leases (Tables)

6 Months Ended

Jun. 30, 2019

Leases

Schedule of supplemental information related to operating leases


Balance Sheet Information at June 30, 2019
Operating lease ROU assets	$	963

Operating lease liabilities, current portion	$	343
Operating lease liabilities, long-term portion		626
Total operating lease liabilities	$	969

Cash Flow Information for the Six Months Ended June 30, 2019
Cash paid for amounts included in the measurement of operating leases liabilities	$	234

Schedule of maturities of operating lease liabilities


Twelve months ending June 30,
2020	$	384
2021		328
2022		332
Total lease payments		1,044
Less: imputed interest		75
Total lease liabilities	$	969

Weighted-average remaining lease term at end of period (in years)		2.8
Weighted-average discount rate at end of period		5.1	%

Schedule of future minimum lease payments


Year ending December 31,
2019	$	449
2020		332
2021		331
2022		166
Total	$	1,278

Revenue Disaggregation and Operating Segments (Tables)

6 Months Ended

Jun. 30, 2019

Revenue Recognition

Schedule of revenue disaggregated by product and geography


	Three Months Ended June 30, 2019						Three Months Ended June 30, 2018
	U.S.		OUS *		Total		U.S.		OUS		Total
Lap-Band product	$	4,010	$	440	$	4,450	$	—	$	—	$	—
ReShape vBloc product		—		—		—		10		—		10
Total	$	4,010	$	440	$	4,450	$	10	$	—	$	10


	Six Months Ended June 30, 2019						Six Months Ended June 30, 2018
	U.S.		OUS *		Total		U.S.		OUS		Total
Lap-Band product	$	7,076	$	448	$	7,524	$	—	$	—	$	—
ReShape vBloc product		—		—		—		149		—		149
Total	$	7,076	$	448	$	7,524	$	149	$	—	$	149

*The next largest individual country outside the U.S. was Australia, which was 9.5% and 5.6% of total revenues for the three months and six months ended June 30, 2019 and 2018, respectively.

Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2019

Stock-based Compensation

Schedule of stock-based compensation expense


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2019		2018		2019		2018
Selling, general and administrative	$	696	$	770	$	1,919	$	1,452
Research and development		31		40		64		98
Total	$	727	$	810	$	1,983	$	1,550

Stock Incentive Plan 2003

Stock-based Compensation

Summary of weighted-average assumptions used to estimate grant date fair value of stock options granted


Risk-free interest rate		2.85%
Expected term (in years)		6.25
Expected dividend yield		0%
Expected volatility		121.52%

Basis of Presentation - Anti-dilutive Securities (Details) - shares	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Anti-dilutive securities
Warrants not exercisable (in shares)	980,969,318
Stock options
Anti-dilutive securities
Anti-dilutive securities (in shares)	4,103	4,365
Convertible preferred stock
Anti-dilutive securities
Anti-dilutive securities (in shares)	154,543	22,474
Warrants
Anti-dilutive securities
Anti-dilutive securities (in shares)	242,709,036	28,438

Basis of Presentation - Topic 842 (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Jan. 01, 2019
New accounting pronouncements
Right-of-use asset	$ 963
Operating lease liability	$ 969
ASU 2016-02 \| Adjustment
New accounting pronouncements
Right-of-use asset		$ 1,176
Operating lease liability		$ 1,176

Liquidity and Management's Plans (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Liquidity and Management's Plans
Cash and cash equivalents	$ 4,355	$ 5,548

Discontinued Operations - Disposal Group (Details) - ReShape Balloon product line - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2018	Jun. 30, 2019	Dec. 31, 2018
Discontinued operations sold
Discontinued operations
Assets associated with disposal group		$ 0	$ 0
Discontinued operations held-for-sale
Discontinued operations
Goodwill impairment	$ 13,182

Discontinued Operations - Components of Loss (Details) - Discontinued operations held-for-sale - ReShape Balloon product line - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Components of loss from discontinued operations
Total revenue	$ 644	$ 1,455
Loss from discontinued operations before income taxes	(15,939)	(19,795)
Loss from discontinued operations, net of tax	$ (15,939)	$ (19,795)

Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Accounts and other receivables, net
Accounts receivable	$ 2,209	$ 510
Receivables, Apollo	2,416	407
Total accounts and other receivables	4,625	917
Prepaid expenses and other current assets
Prepaid contract research organization expenses	1,454	1,064
Prepaid insurance	659	58
Other current assets	190	147
Total prepaid expenses and other current assets	2,303	1,269
Accounts payable and accrued liabilities
Accounts payable	3,309	1,558
Payables, Apollo	928	69
Professional service related expenses	3,380	3,095
Payroll related expenses	1,490	1,146
Other accrued liabilities	746	588
Total accounts payable and accrued liabilities	$ 9,853	$ 6,456

Supplemental Balance Sheet Information - Lap-Band Product Line Asset Acquisition (Details) - Lap-Band product line asset group - Maximum	1 Months Ended
	Dec. 31, 2018
Other Commitments [Abstract]
Period for serving as distributor of product	1 year
Period for manufacturing product	24 months

Impairment of Intangible Assets (Details) - USD ($)	3 Months Ended
Impairment of Intangible Assets (Details) - USD ($)	Jun. 30, 2019	Jun. 30, 2018
Impairment of Intangible Assets
Goodwill impairment	$ 14,005,000
Indefinite-lived intangible assets impairment	6,588,000	$ 0
Finite-lived intangible assets impairment	$ 0	$ 0

Debt - Asset Purchase Consideration Payable (Details) - Secured debt $ in Thousands	Jun. 30, 2019 USD ($)
Long-term debt
Discount rate (as a percent)	5.10%
Current and noncurrent debt	$ 6,475

Debt - Convertible Subordinated Debentures (Details) $ / shares in Units, shares in Millions				3 Months Ended		6 Months Ended
	Jun. 20, 2019 USD ($)	Mar. 29, 2019 USD ($) D $ / shares	Mar. 29, 2019 USD ($) $ / shares	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 19, 2019 USD ($)	Jun. 18, 2019 USD ($)	Mar. 28, 2019 $ / shares	Nov. 28, 2018 shares
Short-term debt
Purchase price							$ 2,000,000
Loss on extinguishment of debt	$ 71,000			$ 71,000			71,000
Embedded derivative liability		$ 481,000	$ 481,000							$ 0
Fair value adjustment of embedded derivative							481,000
Warrant expense				4,127,000	$ 145,000		$ 4,257,000	$ 145,000
Interest Expense
Short-term debt
Fair value adjustment of embedded derivative				$ 481,000		$ 481,000
Secured subordinated convertible debentures due June 28, 2019
Short-term debt
Purchase price		2,000,000
Face amount		$ 2,200,000	$ 2,200,000						$ 2,200,000
Original issue discount		10.00%	10.00%
Carrying amount		$ 1,498,000	$ 1,498,000
Percentage of average of lowest two volume weighted average price of common stock		80.00%
Number of volume weighted average price of common stock		2
Number of trading days prior to conversion \| D		20
Secured subordinated convertible debentures due June 28, 2019 \| Maximum
Short-term debt
Conversion price \| $ / shares		$ 0.33	$ 0.33
November 28, 2018 Series A investor warrants
Short-term debt
Number of warrants (in shares) \| shares												8
Exercise price of warrants (in dollars per share) \| $ / shares		$ 0.01	$ 0.01								$ 1.50
Warrant expense			$ 130,000
November 28, 2018 Series A investor warrants \| Risk-free interest rate
Short-term debt
Warrant fair value measurement inputs		2.2	2.2
November 28, 2018 Series A investor warrants \| Expected term
Short-term debt
Warrants term		4 years 8 months 12 days	4 years 8 months 12 days
November 28, 2018 Series A investor warrants \| Expected dividends
Short-term debt
Warrant fair value measurement inputs		0	0
November 28, 2018 Series A investor warrants \| Expected volatility
Short-term debt
Warrant fair value measurement inputs		204.4	204.4

Leases - Supplemental Information (Details) $ in Thousands	3 Months Ended	6 Months Ended
Leases - Supplemental Information (Details) $ in Thousands	Jun. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)
Leases
Operating lease costs	$ 121	$ 241
Balance Sheet Information related to operating leases
Right-of-use asset	963	963
Operating lease liabilities, current portion	343	343
Operating lease liabilities, long-term portion	626	626
Total operating lease liabilities	$ 969	969
Cash Flow Information related to operating leases
Cash paid for amounts included in the measurement of operating leases liabilities		$ 234

Leases - Maturities of Liabilities (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Maturities of operating lease liabilities
2020	$ 384
2021	328
2022	332
Total lease payments	1,044
Less: imputed interest	75
Total lease liabilities	$ 969
Weighted-average remaining lease term at end of period (in years)	2 years 9 months 18 days
Weighted-average discount rate at end of period	5.10%

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Leases
2019	$ 449
2020	332
2021	331
2022	166
Total	$ 1,278

Equity - Down Round Features (Details) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 $ / shares
Warrants
Down round adjustment for convertible preferred stock and warrants \| $	$ 3,842	$ 3,842
Warrant with down round features
Warrants
Exercise price of warrants (in dollars per share) \| $ / shares			$ 0.02
Warrant with down round features \| Risk-free interest rate \| Minimum
Warrants
Warrant fair value measurement inputs	2.13	2.13
Warrant with down round features \| Risk-free interest rate \| Maximum
Warrants
Warrant fair value measurement inputs	2.81	2.81
Warrant with down round features \| Expected term \| Minimum
Warrants
Warrants term	1 year	1 year
Warrant with down round features \| Expected term \| Maximum
Warrants
Warrants term	6 years 2 months 12 days	6 years 2 months 12 days
Warrant with down round features \| Expected dividends
Warrants
Warrant fair value measurement inputs	0	0
Warrant with down round features \| Expected volatility \| Minimum
Warrants
Warrant fair value measurement inputs	111.63	111.63
Warrant with down round features \| Expected volatility \| Maximum
Warrants
Warrant fair value measurement inputs	126.38	126.38

Equity - Convertible Preferred Stock Conversions (Details) - $ / shares		6 Months Ended
	Feb. 01, 2019	Jun. 30, 2019	Dec. 31, 2018
Conversion of common stock into series E preferred stock
Equity
Shares converted	1,192,000
Conversion of series B preferred stock into common stock
Equity
Shares issued on conversion		124,800
Series E convertible preferred stock
Equity
Par value (in dollars per share)	$ 0.01
Shares issuable upon conversion of preferred stock	1
Series E convertible preferred stock \| Conversion of common stock into series E preferred stock
Equity
Shares issued on conversion	1,192,000
Series B convertible preferred stock
Equity
Par value (in dollars per share)		$ 0.01	$ 0.01
Shares outstanding		3
Shares issuable upon conversion of preferred stock		150,000
Series B convertible preferred stock \| Conversion of series B preferred stock into common stock
Equity
Shares converted		156

Equity - Financing Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands						1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 18, 2019	Jun. 21, 2018	Jun. 09, 2018	Apr. 03, 2018	Apr. 30, 2019	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Jun. 20, 2018
Equity
Net proceeds								$ 2,501
Warrant liability	$ 11,743						$ 11,743		$ 11,743
Redemption of convertible preferred stock			$ 500
Warrant expense							4,127	$ 145	4,257	$ 145
Conversion of series D preferred stock into common stock
Equity
Shares issued on conversion								477		477
June 2019 warrants
Equity
Warrant liability		$ 15,966
Warrant expense	$ 4,213	8,340
June 2019 series C prefunded warrants
Equity
Warrant liability		7,304
April 3, 2018 investor warrants
Equity
Warrants expired (in shares)						16,366
Series D convertible preferred stock
Equity
Par value (in dollars per share)					$ 0.01
Redemption of stock (in shares)			500
Preferred stock outstanding											5,250
Series D convertible preferred stock \| Conversion of series D preferred stock into common stock
Equity
Shares converted								750		750
2019 institutional sales of common stock and warrants
Equity
Net proceeds							$ 283		$ 283
Net proceeds from private placement		6,873
2019 institutional sales of common stock and warrants \| Other, net
Equity
Transaction costs expensed		$ 714
2019 institutional sales of common stock and warrants \| June 2019 series C prefunded warrants
Equity
Number of warrants (in shares)		384,400,000
Purchase price (in dollars per share)		$ 0.019
Warrant exercise price (in dollars per share)		$ 0.001
2019 institutional sales of common stock and warrants \| June 2019 series B warrants
Equity
Number of warrants (in shares)		400,000,000
Warrant exercise price (in dollars per share)		$ 0.020
2019 institutional sales of common stock and warrants \| June 2019 series A warrants
Equity
Number of warrants (in shares)		400,000,000
Warrant exercise price (in dollars per share)		$ 0.022
2019 institutional sales of common stock and warrants \| Placement agent warrants
Equity
Number of warrants (in shares)		28,000,000
Warrant exercise price (in dollars per share)		$ 0.025
2019 institutional sales of common stock and warrants \| Common stock
Equity
Stock issued in (in shares)		15,600,000
Purchase price (in dollars per share)		$ 0.02
2018 institutional sales of common stock and warrants
Equity
Net proceeds			$ 1,269	$ 1,232						$ 2,501
2018 institutional sales of common stock and warrants \| June 21, 2018 investor warrants
Equity
Number of warrants (in shares)			3,354
Purchase price (in dollars per share)			$ 17.50
Warrant exercise price (in dollars per share)			$ 431.20
2018 institutional sales of common stock and warrants \| June 8, 2018 investor warrants
Equity
Number of warrants (in shares)				2,007
Purchase price (in dollars per share)				$ 17.50
Warrant exercise price (in dollars per share)				$ 550.20
2018 institutional sales of common stock and warrants \| Placement agent warrants
Equity
Number of warrants (in shares)			163	188
Warrant exercise price (in dollars per share)			$ 558.60	$ 701.40
2018 institutional sales of common stock and warrants \| Common stock
Equity
Stock issued in (in shares)			3,354	2,676
Purchase price (in dollars per share)			$ 429.80	$ 548.80
April 2018 institutional sale of convertible preferred stock and warrants
Equity
Net proceeds					$ 5,081			$ 5,081		$ 5,081
April 2018 institutional sale of convertible preferred stock and warrants \| April 3, 2018 investor warrants
Equity
Number of warrants (in shares)					16,667
Warrant exercise price (in dollars per share)					$ 1,575
April 2018 institutional sale of convertible preferred stock and warrants \| Series D convertible preferred stock
Equity
Stock issued in (in shares)					6,000
Purchase price (in dollars per share)					$ 1,000

Warrants - Fair Value Adjustments (Details)		3 Months Ended		6 Months Ended
Warrants - Fair Value Adjustments (Details)	May 24, 2018 USD ($) shares	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2018 USD ($)
Fair Value Measurements
Warrant expense		$ 4,127,000	$ 145,000	$ 4,257,000	$ 145,000
Investor inducement warrants
Fair Value Measurements
Warrants exercised (in shares) \| shares	751
Warrant expense			$ 146,000		$ 146,000
Investor inducement warrants \| Risk-free interest rate \| Minimum
Fair Value Measurements
Warrant fair value measurement inputs	2.28
Investor inducement warrants \| Risk-free interest rate \| Maximum
Fair Value Measurements
Warrant fair value measurement inputs	2.65
Investor inducement warrants \| Expected term \| Minimum
Fair Value Measurements
Warrants term	1 year
Investor inducement warrants \| Expected term \| Maximum
Fair Value Measurements
Warrants term	3 years 8 months 12 days
Investor inducement warrants \| Expected dividends
Fair Value Measurements
Warrant fair value measurement inputs	0
Investor inducement warrants \| Expected volatility \| Minimum
Fair Value Measurements
Warrant fair value measurement inputs	120.44
Investor inducement warrants \| Expected volatility \| Maximum
Fair Value Measurements
Warrant fair value measurement inputs	142.78

Revenue Disaggregation and Operating Segments - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenue Recognition
Revenue	$ 4,450	$ 10	$ 7,524	$ 149
US
Revenue Recognition
Revenue	4,010	10	7,076	149
Outside US
Revenue Recognition
Revenue	440		448
Lap-Band product
Revenue Recognition
Revenue	4,450		7,524
Lap-Band product \| US
Revenue Recognition
Revenue	4,010		7,076
Lap-Band product \| Outside US
Revenue Recognition
Revenue	$ 440		$ 448
ReShape vBloc product
Revenue Recognition
Revenue		10		149
ReShape vBloc product \| US
Revenue Recognition
Revenue		$ 10		$ 149
Revenues \| Geographic area \| Australia
Revenue Recognition
Percentage of total	9.50%		5.60%

Revenue Disaggregation and Operating Segments - Operating Segments (Details)	3 Months Ended		6 Months Ended		9 Months Ended
	Jun. 30, 2019 USD ($) segment	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) segment	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($)
Operating segments
Number of Operating Segments \| segment	2		2
Revenue	$ 4,450,000	$ 10,000	$ 7,524,000	$ 149,000
Gross profit	2,857,000	7,000	5,088,000	86,000
ReShape vBloc
Operating segments
Revenue					$ 0
Gross profit					$ 0
Operating segments \| ReShape Vest segment
Operating segments
Revenue	0	0	0	0
Gross profit	$ 0	$ 0	$ 0	$ 0

Income Taxes - Income Tax Benefit (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income tax expense or benefit from continuing operations
Income tax benefit	$ 586	$ 1,209	$ 586	$ 2,591
Increase to deferred tax valuation allowance	$ 1,052		$ 1,052

Stock-based Compensation - Expense for Stock-Based Awards (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Compensation expense recognized
Stock-based compensation expense	$ 727	$ 810	$ 1,983	$ 1,550
Total unrecognized compensation costs related to unvested awards	4,120,000		$ 4,120,000
Weighted-average period of recognition for unrecognized compensation costs related to unvested awards			2 years 3 months 18 days
Selling, general and administrative
Compensation expense recognized
Stock-based compensation expense	696	770	$ 1,919	1,452
Research and development
Compensation expense recognized
Stock-based compensation expense	$ 31	$ 40	$ 64	$ 98

Stock-based Compensation - Stock Option Activity (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Plan activity
Granted (in dollars per share)		$ 1,336.72		$ 1,336.72
Stock options
Plan activity
Granted (in shares)	0	2,868	0	2,868
Exercised (in shares)	0	0	0	0

Stock-based Compensation - Fair Value Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2018
Stock-based compensation
Risk-free interest rate (as a percent)		2.85%
Expected term		6 years 3 months
Expected dividends (as a percent)		0.00%
Expected volatility (as a percent)		121.52%
Stock options
Stock-based compensation
Fair value of stock options	$ 3,468	$ 3,468

Commitments and Contingencies - Litigation (Details) - $ / shares	Jul. 26, 2018	Jul. 12, 2018	Apr. 30, 2018
August 2017 investor warrants
Contingencies
Exercise price of warrants (in dollars per share)			$ 1,575.00
Series B convertible preferred stock
Contingencies
Conversion price (in dollars per share)			$ 1,575.00
Alpha litigation \| August 2017 investor warrants \| Maximum
Contingencies
Exercise price of warrants (in dollars per share)		$ 420.00
Alpha litigation \| Series B convertible preferred stock \| Maximum
Contingencies
Conversion price (in dollars per share)		$ 420.00
Iroquois litigation \| April 3, 2018 investor warrants
Contingencies
Exercise price of warrants (in dollars per share)	$ 189.00
Iroquois litigation \| Series D convertible preferred stock
Contingencies
Conversion price (in dollars per share)	$ 189.00