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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2019	Apr. 28, 2020	Jun. 28, 2019
Cover [Abstract]
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Entity Registrant Name	RESHAPE LIFESCIENCES INC.
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		5,477,574
Entity Public Float			$ 590,058
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Central Index Key	0001371217
Amendment Flag	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 2,935	$ 5,548
Restricted cash	50
Accounts and other receivables (net of allowance for bad debts of $709 at December 31, 2019 and $236 at December 31, 2018)	4,096	917
Finished goods inventory	1,317	985
Prepaid expenses and other current assets (Note 6)	1,711	1,269
Total current assets	10,109	8,719
Property and equipment, net	16	64
Operating lease right-of-use assets (Note 11)	758
Other intangible assets, net (Note 8)	28,674	36,927
Other assets	99	563
Total assets	39,656	46,273
Current liabilities:
Accounts payable	4,263	1,627
Accrued and other liabilities (Note 6)	3,821	4,829
Warranty liability, current (Note 14)	105
Asset purchase consideration payable, current (Note 10)	1,909	1,907
Operating lease liabilities, current (Note 11)	291
Total current liabilities	10,389	8,363
Asset purchase consideration payable, noncurrent (Note 10)	2,728	4,403
Operating lease liabilities, noncurrent (Note 11)	477
Warranty liability, noncurrent (Note 14)	1,253
Deferred income taxes	702	1,844
Total liabilities	15,549	14,610
Commitments and contingencies (Note 17)
Stockholders’ equity:
Additional paid-in capital	517,311	450,652
Accumulated deficit	(493,197)	(418,990)
Accumulated other comprehensive loss	(8)
Total stockholders’ equity	24,107	31,663
Total liabilities and stockholders’ equity	39,656	46,273
Series B convertible preferred stock
Stockholders’ equity:
Preferred stock, 5,000,000 shares authorized:
Series C convertible preferred stock
Stockholders’ equity:
Preferred stock, 5,000,000 shares authorized:	$ 1	$ 1

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Allowance for bad debts	$ 709	$ 236
Preferred stock, authorized	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	391,739	73,092
Common stock, shares outstanding	391,739	73,092
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	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Consolidated Statements of Operations
Revenue	$ 15,089	$ 607
Cost of revenue	5,784	164
Gross profit	9,305	443
Operating expenses:
Sales and marketing	4,847	5,237
General and administrative	17,224	14,025
Research and development	3,121	5,722
Impairment of intangible assets and goodwill (Note 9)	6,588	14,005
Legal settlement	1,500
Loss on disposal of assets	486
Total operating expenses	33,766	38,989
Operating loss	(24,461)	(38,546)
Other expense (income), net:
Interest expense, net	451	12
Loss on extinguishment of debt (Note 10)	71
Warrant expense (Note 13)	49,027	145
Gain on foreign currency exchange	(247)
Offering costs and other, net	1,337	11
Loss from continuing operations before income taxes	(75,100)	(38,714)
Income tax benefit	893	3,447
Loss from continuing operations	(74,207)	(35,267)
Loss from discontinued operations, net of tax		(45,885)
Net loss	(74,207)	(81,152)
Less: Down round adjustments for convertible preferred stock and warrants		(3,079)
Net loss attributable to common shareholders	$ (74,207)	$ (84,231)
Net loss per share - basic and diluted:
Continuing operations (in dollars per share)	$ (42.93)	$ (4,107.77)
Discontinued operations (in dollars per share)		(4,915.37)
Net loss per share-basic and diluted (in dollars per share)	$ (42.93)	$ (9,023.14)
Shares used to compute basic and diluted net loss per share	1,728,722	9,335

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Consolidated Statements of Comprehensive Loss
Net loss	$ (74,207)	$ (81,152)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(8)
Other comprehensive income (loss), net of tax	(8)
Comprehensive loss	$ (74,215)	$ (81,152)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	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, net of issuance costs	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 private placement	Common Stock Issuance of series E convertible preferred stock	Common Stock 2018 institutional sales of common stock and warrants, net of issuance costs	Common Stock September 2018 public offering	Common Stock At The Market Offering	Common Stock	Additional Paid-in Capital 2019 private placement	Additional Paid-in Capital Issuance of series E convertible preferred stock	Additional Paid-in Capital April 2018 institutional sale of convertible preferred stock and warrants, net of issuance costs	Additional Paid-in Capital 2018 institutional sales of common stock and warrants, net of issuance costs	Additional Paid-in Capital September 2018 public offering	Additional Paid-in Capital At The Market Offering	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	2019 private placement	April 2018 institutional sale of convertible preferred stock and warrants, net of issuance costs	2018 institutional sales of common stock and warrants, net of issuance costs	September 2018 public offering	At The Market Offering	Total
Balance at Dec. 31, 2017		$ 1																	$ 411,125	$ (334,759)							$ 76,367
Balance (in shares) at Dec. 31, 2017	6,055	95,388										123
Changes in Stockholders' (Deficit) Equity
Net loss																				(81,152)							(81,152)
Stock-based compensation expense																			3,098								3,098
Down round adjustments for convertible preferred stock and warrants																			3,079	(3,079)
Stock issued															$ 5,081	$ 14,316	$ 447	$ 13,385					$ 5,081	$ 14,316	$ 447	$ 13,385
Stock issued (in shares)			6,000						5,768	696	52,197
Redemption of stock																			(500)								500
Redemption of stock (in shares)				(500)
Conversion of stock (in shares)	(5,896)			(5,500)								4,873
Issuance of common stock upon exercise of warrants																			621								621
Issuance of common stock upon exercise of warrants (in shares)												9,435
Balance at Dec. 31, 2018		$ 1																	450,652	(418,990)							31,663
Balance (in shares) at Dec. 31, 2018	159	95,388										73,092
Changes in Stockholders' (Deficit) Equity
Net loss																				(74,207)							(74,207)
Other comprehensive income (loss), net of tax																					$ (8)						(8)
Stock-based compensation expense																			2,311								2,311
Warrant expense																			130								130
Stock issued													$ 434									$ 434
Stock issued (in shares)							199,167
Warrant adjustment																			(312)								312
Conversion of stock					$ 12	$ (12)								$ (12)					12
Conversion of stock (in shares)	(156)				1,192,000	(1,192,000)		(9,933)				10,973
Warrant liability reclassified to equity																			63,954								63,954
Issuance of common stock upon exercise of warrants																			142								142
Issuance of common stock upon exercise of warrants (in shares)												118,440
Balance at Dec. 31, 2019		$ 1																	$ 517,311	$ (493,197)	$ (8)						$ 24,107
Balance (in shares) at Dec. 31, 2019	3	95,388										391,739

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net loss	$ (74,207)	$ (81,152)
Loss from discontinued operations, net of tax		45,885
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	40	242
Amortization of intangible assets	1,666	198
Impairment of intangible assets	6,588	14,005
Bad debt expense	439	80
Noncash interest expense	451	14
Loss on extinguishment of debt	71
Stock-based compensation	2,311	3,098
Warrant expense	49,027	145
Deferred income tax benefit	(1,143)	(3,448)
Loss on disposal of assets	486
Common stock warrant liability issuance costs	1,442
Other noncash items	57
Change in operating assets and liabilities:
Accounts and other receivables	(3,619)	(508)
Finished goods inventory	(332)	1,978
Prepaid expenses and other current assets	(442)	(802)
Accounts payable and accrued liabilities	1,629	(810)
Warranty liability	1,358
Other	(22)	999
Net cash used in operating activities - continuing operations	(14,200)	(20,076)
Net cash used in operating activities - discontinued operations		(7,414)
Net cash used in operating activities	(14,200)	(27,490)
Cash flows from investing activities:
Acquisition of LAP-BAND product line assets, including transaction costs	(2,000)	(10,279)
Purchases of property and equipment	(14)	(49)
Net cash used in investing activities - continuing operations	(2,014)	(10,328)
Net cash used in investing activities	(2,014)	(10,328)
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	142	513
Proceeds from sale and issuance of equity securities	478	37,745
Proceeds from issuance of common stock warrant liabilities, net of issuance costs of $1,442	13,304
Payments of equity issuance costs	(44)	(4,555)
Preferred stock redemption		(500)
Net cash provided by financing activities - continuing operations	13,659	33,203
Net cash provided by financing activities	13,659	33,203
Effect of currency exchange rate changes on cash and cash equivalents	(8)
Net decrease in cash, cash equivalents and restricted cash	(2,563)	(4,615)
Cash and cash equivalents:
Cash, cash equivalents and restricted cash at beginning of period	5,548	10,163
Cash, cash equivalents and restricted cash at end of period	2,985	5,548
Noncash investing and financing activities:
Acquisition of LAP-BAND product line assets, asset purchase consideration payable		6,297
Down round adjustment for convertible preferred stock and warrants		$ 3,079
Conversion of common stock to convertible preferred stock	(1)
Common stock warrant liabilities reclassified to equity	$ 63,954

Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
Consolidated Statements of Cash Flows
Common stock warrant liability issuance costs	$ 1,442

Description of the Business and Risks and Uncertainties	12 Months Ended
Description of the Business and Risks and Uncertainties	Dec. 31, 2019
Description of the Business and Risks and Uncertainties
Description of the Business and Risks and Uncertainties	(1)Description of the Business and Risks and Uncertainties Description of Business ReShape Lifesciences Inc. (the “Company”) was originally incorporated in the state of Minnesota in December 2002 and reincorporated in the state of Delaware in July 2004. In 2017, the Company changed its name from EnteroMedics Inc. to ReShape Lifesciences Inc. The Company is headquartered in San Clemente, California. The Company is a developer of minimally invasive medical devices that advance bariatric surgery to treat obesity and metabolic diseases. The Company’s current portfolio and operating segments consist of the LAP-BAND® Adjustable Gastric Banding System and the ReShape VestTM, an investigational device, to help treat more patients with obesity. Refer to Note 14 for additional information about operating segments. Risks and Uncertainties The Company continues to devote significant resources to developing its product technology, commercialization activities and raising capital. These 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. Refer to Note 3 for additional information about the Company’s liquidity, going concern and management’s plans. 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. Refer to Note 17 for additional information about contingencies and litigation matters.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

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 (“GAAP”).

Reverse Stock Splits

During the years ended December 31, 2019 and 2018, the Company’s board of directors and stockholders approved the following reverse stock splits:

1-for-120 reverse split of the Company’s outstanding common stock that became effective after the close of market on November 11, 2019. In addition, the Company’s certificate of incorporation was amended to change the common stock par value from $0.01 per share to $0.001 per share. The par value of the Company’s preferred stock was not changed.

1-for-15 reverse split of the Company’s outstanding common stock that became effective after the close of market on June 1, 2018.

1-for-140 reverse split of the Company’s outstanding common stock that became effective after the close of market on November 7, 2018.

Neither of the reverse stock splits in 2018 altered the par value of the Company’s common stock or preferred stock. In connection with the reverse stock splits, proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion, and the per share exercise or conversion price, of the Company’s outstanding warrants, stock options and convertible preferred stock, in each case in accordance with their terms. The reverse stock splits in 2019 and 2018 did not change the number of common or preferred shares authorized by the Company’s certificate of incorporation. All par value, share and per-share amounts have been retroactively adjusted to reflect the reverse stock splits for all periods presented.

Principles of Consolidation

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

Use of Estimates

The preparation of financial statements in conformity with GAAP 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.

Discontinued Operations

The operating results of the ReShape Balloon product line prior to disposal have been reflected as discontinued operations in the Consolidated Financial Statements (see Note 5). In addition, the cash flows associated with discontinued operations are presented separately in the accompanying Consolidated Statements of Cash Flows. Unless otherwise noted, amounts in these Notes to the Consolidated Financial Statements exclude amounts attributable to discontinued 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.

Restricted Cash

Restricted cash represents $50 thousand related to a collateral money market account maintained by the Company as collateral in connection with corporate credit cards with Silicon Valley Bank at December 31, 2019. The Company did not have restricted cash at December 31, 2018.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the same total reported in the consolidated statements of cash flows (in thousands):


	December 31,		December 31,
	2019		2018
Cash and cash equivalents	$	2,935	$	5,548
Restricted cash		50		—
Total cash, cash equivalents, and restricted cash in the consolidated statement of cash flows	$	2,985	$	5,548

Inventory

The Company accounts for inventory at the lower of cost or net realizable value, where net realizable value is based on market prices less costs to sell. The Company establishes inventory reserves for obsolescence based upon specific identification of expired or unusable units with a corresponding provision included in cost of revenue. The allowance for excess and slow-moving inventory was $0.2 million and $3.4 million at December 31, 2019 and 2018, respectively.

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.

Other Intangible Assets

Intangible assets are recorded based on their fair values at the date of acquisition. 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. Finite-lived intangible assets primarily consist of developed technology and trademarks/tradenames and are being amortized on a straight-line basis over their estimated useful lives. See Note 8 for additional information.

Impairment of Indefinite-Lived and Long-Lived Assets

Acquired IPR&D is subject to impairment testing until completion or abandonment of the project. Indefinite-lived intangible assets are reviewed for impairment annually, or whenever an event occurs or circumstances change that would indicate that the carrying amount may be impaired. An impairment loss is recognized when the asset's carrying value exceeds its fair value. See Note 9 for additional information.

The Company evaluates long-lived assets under the provisions of ASC 350 “Intangibles–Goodwill and Other” and ASC 360 “Property, Plant, and Equipment” which addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed of. For purposes of assessing the recoverability of long-lived assets, the Company has one asset group which includes all assets of the Company. For assets to be held and used, the Company compares 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 assets over the assets’ fair value or estimates of future discounted cash flows.

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

Equity

Certain issuances of the Company’s convertible preferred stock and warrants classified within equity contain non-standard down round features that result in the strike price being reduced on the basis of the pricing of future equity offerings. The value of the effect of the down round feature when it is triggered is recorded similar to a dividend and as a numerator adjustment in the basic earnings per share calculation.

Foreign Currency

When the local currency of the Company's foreign subsidiaries is the functional currency, all assets and liabilities are translated into United States dollars at the rate of exchange in effect at the balance sheet date. Income and expense items are translated at the weighted-average exchange rate prevailing during the period. The effects of foreign currency translation adjustments for these subsidiaries are deferred and reported in stockholders’ equity as a component of Accumulated Other Comprehensive Loss. The effects of foreign currency transactions denominated in a currency other than an entity's functional currency are included in Gain on foreign currency exchange in the Consolidated Statements of Operations. The Company does not hedge foreign currency translation risk in the net assets and income it reports from these sources.

Revenue Recognition

The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Product sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue when the following events have occurred: (a) the Company has transferred physical possession of the products, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products.

For the Company’s Lap-Band product, these criteria are met under the agreements with most customers upon product shipment. This includes sales to distributors, who sell the products to their customers, take title to the products and assume all risks of ownership at the time of shipment. Distributors are obligated to pay within specified terms regardless of when, if ever, they sell the products. For the Company’s ReShape vBloc product, these criteria were met when the product was implanted in the patient. Refer to Note 14 for additional information about the Company’s products and contractual arrangements.

Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis. Accordingly, such amounts are excluded from revenues. Amounts billed to customers related to shipping and handling are included in revenues. Shipping and handling costs related to revenue producing activities are included in cost of sales.

Research and Development Expenses

Research and development expenses consist of costs incurred to further the Company’s research and development activities, including product development, clinical trial expenses, quality assurance, regulatory expenses, payroll and other personnel expenses, materials and consulting costs. Certain of these activities, such as pre-clinical studies and clinical trials, may be conducted by third-party service providers at the direction of the Company. In addition, during 2018, the Company entered into an arrangement with a Contract Research Organization (“CRO”) under which the CRO performs and manages research and development activities on the Company’s behalf.

The Company records the estimated costs of research and development activities performed by third-party service providers based upon the estimated services provided but not yet invoiced and includes these costs in accrued expenses and other payables in the Consolidated Balance Sheets and within research and development expense in the Consolidated Statements of Operations. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers. As actual costs become known, the Company adjusts its accrued liabilities.

The Company’s CRO arrangement generally requires payments in advance of services. Upon making a payment, the Company makes a determination as to the amount to record as a deferred charge and the amount of research and development expense. The amount of CRO related costs included in research and development expense each period is expensed based on the Company’s estimate of the time period over which services will be performed, enrollment of patients, number of sites activated and level of effort to be expended. Any amount of advances paid in excess of expense recognized is included in prepaid expenses and other current assets on the Consolidated Balance Sheets. If the actual timing of the CRO’s performance of services or the level of effort varies from the Company’s estimate, the amount of prepaid CRO expense is adjusted accordingly.

Stock-Based Compensation

The Company applies ASC 718 Compensation — Stock Compensation and accordingly records compensation expense for stock options over the vesting or service period using the fair value on the date of grant, as calculated by the Company using the Black-Scholes model. The Company’s stock-based compensation plans are more fully described in Note 15.

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, including the prefunded warrants that were reclassified from warrant liability to equity as a result of the reverse stock split. 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. For purposes of basic and diluted per share computations, loss from continuing operations and net loss are reduced by the down round adjustments for convertible preferred stock and warrants.

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,
	2019	2018
Stock options	46	36
Convertible preferred stock	1,288	1,098
Warrants	7,142,428	127,540

Concentration of Credit Risk, Interest Rate Risk and Foreign Currency Exchange Rate

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and trade accounts receivable. 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. To minimize the risk associated with trade accounts receivable, management maintains relationships with the Company’s customers that allow management to monitor current changes in business operations so the Company can respond as needed.

Substantially all of the Company’s revenue is denominated in U.S. dollars. Only a small portion of revenue and expenses are denominated in foreign currencies, principally the Australian dollar and Euro for 2019. During the year ended December 31, 2018, the Company did not have any currency denominated outside of the U.S. dollar. The Company has not entered into any hedging contracts. Future fluctuations in the value of the U.S. dollar may affect the price competitiveness of the Company’s products outside the U.S.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an “exit price”). Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including consideration of non-performance risk.

Assets and liabilities are categorized into a three-level fair value hierarchy based on valuation inputs used to determine fair value.

Level 1 inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 inputs are observable, either directly or indirectly.

Level 3 inputs are unobservable due to little or no corroborating market data.

The carrying amounts of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable and certain accrued and other liabilities approximate fair value due to their short-term maturities. Refer to Note 10 regarding the fair value of debt instruments and Note 12 regarding fair value measurements and inputs.

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, (3) initial direct costs for existing leases and (4) not recognize right-of-use assets for short-term leases.

The adoption of the guidance resulted in the recognition of right-of-use ("ROU") assets and lease liabilities for operating leases of approximately $1.2 million as of January 1, 2019. The guidance did not have an impact on the Company's Consolidated Statements of Operations or Cash Flows. See Note 11 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 on January 1, 2020. The Company does not expect the adoption of this guidance will have a material impact 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. The Company does not expect the adoption of this guidance will have a material impact 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. In November 2019, the FASB issued 2019-11, which amended the new standard by providing additional clarification. This guidance is effective for the fiscal years and interim periods within those years beginning after December 15, 2022. The Company is currently evaluating the impact the guidance will have on its consolidated financial statements.

Various other accounting standards and interpretations have been issued with 2020 effective dates and effective dates subsequent to December 31, 2019. The Company has evaluated the recently issued accounting pronouncements that are currently effective or will be effective in 2020 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, Going Concern and Management’s Plans	12 Months Ended
Liquidity, Going Concern and Management’s Plans	Dec. 31, 2019
Liquidity, Going Concern and Management’s Plans
Liquidity, Going Concern and Management’s Plans	(3)Liquidity, Going Concern 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 the next 18 months. 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 its ability to continue as a going concern. As of December 31, 2019, the Company had net negative working capital of $0.3 million. The Company’s principal source of liquidity as of December 31, 2019 consisted of approximately $2.9 million of cash and cash equivalents, and $4.1 million of accounts receivable. Additionally, there were uncertainties surrounding the impact of COVID-19 on our business and operations. The details of these uncertainties are contained in Note 18 to these consolidated financial statements. The Company’s anticipated operations include plans to (i) integrate the sales and operations of the Company with the newly acquired Lap-Band product line, (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 there can be no assurance that the Company will be successful in its efforts, the Company has a long history of raising equity financing to fund its development activities. Should the Company be unable to obtain adequate financing in the near term, the Company’s business, result of operations, liquidity and financial condition would be materially and negatively affected, and the Company would be unable to continue as a going concern. Additionally, there can be no assurance that, assuming the Company is able to strengthen its cash position, it will achieve sufficient revenue or profitable operations to continue as a going concern.

Acquisition

12 Months Ended

Dec. 31, 2019

Acquisition

Acquisition

(4)Acquisition

Lap-Band Product Line Assets

On December 17, 2018, the Company acquired from Apollo Endosurgery, Inc. (“Apollo”) substantially all of the assets exclusively related to Apollo’s Lap-Band product line and Apollo acquired from the Company substantially all of the assets exclusively related to the Company’s ReShape Balloon product line (“Asset Purchase Agreement”). In addition to the transfer to Apollo of the ReShape Balloon product line assets, the Company was required to pay Apollo cash consideration of $17.0 million, of which $10.0 million was paid at the closing of the transaction, $2.0 million was paid on the first anniversary of the closing date in December 2019, $2.0 million is payable on the second anniversary of the closing date and $3.0 million is payable on the third anniversary of the closing date. Pursuant to a transition services agreement, supply agreement and distribution agreement, Apollo served as the Company’s distributor of the Lap-Band product in select countries outside of the United States through December 2019, and will manufacture the Lap-Band product for the Company for up to two years, and provide other specified services.

The Company evaluated the Lap-Band product line asset acquisition under the guidance of ASU 2017-01, “Clarifying the Definition of a Business” and concluded that the group of assets acquired did not meet the definition of a business. Accordingly, the Lap-Band product line asset purchase was accounted for as an asset acquisition and the assets acquired were recorded at their relative fair values during the fourth quarter of 2018. The disposal of the Reshape Balloon product line assets has been accounted for as a discontinued operation.

The total transaction cost for the assets acquired was comprised of the net present value of the consideration transferred plus the transaction costs. The Company determined that the ReShape Balloon product line assets transferred as part of the Lap-Band product line purchase transaction had no value, as management’s projections of the ReShape Balloon product line as of the transaction date indicated negative cash flows. See Note 5 for additional information regarding the sale to Apollo of the Reshape Balloon product line and Note 10 for additional information regarding the asset purchase consideration payable.


Asset purchase consideration paid at closing	$	10,000
Aggregate asset purchase consideration payable		7,000
Adjustment to net present value of asset purchase consideration payable		(703)
Present value of asset purchase consideration		16,297
Asset purchase transaction costs		500
Fair value of ReShape Balloon product line assets transferred		—
Total transaction cost	$	16,797

Under the asset acquisition method of accounting, the total transaction cost is allocated to the relative fair values of the assets acquired. The table below represents the allocation of the relative fair values of the Lap-Band product line tangible and intangible assets acquired as of the December 17, 2018 acquisition date.


Developed technology/know-how	$	14,362
Trademarks		955
Inventory		994
Fixed assets		486
Total transaction cost	$	16,797

Apollo retained all other working capital associated with the Lap-Band product line, including accounts receivable, accounts payable and certain accrued and other liabilities arising from operations before the closing of the Apollo transaction, and there was no transfer of workforce. The Lap-Band related fixed assets were written off during 2019, as the Company does not plan to take possession of the assets. Prior to the fixed assets being written off they were included within other assets on the consolidated balance sheets.

The Company used the income approach valuation technique to measure the fair value of the intangible assets, based on the present value of their future economic benefits reflecting current market expectations. Specifically, the developed technology/know-how was valued using a multi-period excess earnings method and the relief from royalty method was used to value the trademark. The assumptions used in these fair value measurements are not observable in active markets and thus represent Level 3 fair value measurements.

Discontinued Operations

12 Months Ended

Dec. 31, 2019

Discontinued Operations.

Discontinued operations

(5)Discontinued Operations

Effective December 17, 2018, the Company sold substantially all of the assets exclusively related to its ReShape Balloon product line to Apollo in connection with the Company’s acquisition of substantially all of the assets exclusively related to Apollo’s Lap-Band product line. The ReShape Balloon product line assets sold to Apollo consisted of inventory, property and equipment and the related intellectual property underlying the intangible assets. In connection with the Apollo transaction, the Company retained all other working capital associated with the ReShape Balloon product line, including accounts receivable, accounts payable and certain accrued and other liabilities arising from operations before the closing of the Apollo transaction, and there was no transfer of workforce. The ReShape Balloon product line was the primary operating activity of ReShape Medical, Inc. (“ReShape Medical”), a business the Company acquired in October 2017 and accounted for as a business combination. The purchase accounting was finalized during the fourth quarter of 2018 and did not result in any changes to the purchase price allocation. The operations of the ReShape Balloon product line are shown as discontinued operations in the accompanying Consolidated Financial Statements. See Note 4 for more information regarding the Lap-Band product line acquisition.

In the second quarter of 2018, the Company recorded an impairment charge of $13.2 million for the full write-down of the goodwill recorded in connection with its acquisition of ReShape Medical. Refer to Note 9 for additional information regarding evaluation of goodwill for impairment. In connection with the determination of the fair value of the Lap-Band assets acquired, no value was assigned to the ReShape Balloon product line assets sold as projections updated during the fourth quarter of 2018 indicated negative cash flows. Accordingly, the loss on disposal of discontinued operations consists of an impairment charge of $22.6 million for the full write-down of the ReShape Balloon product line assets disposed of, which had the following carrying values as of December 17, 2018 prior to the write-down:


Inventory	$	670
Property and equipment, net		42
Other intangible assets, net		21,884
	$	22,596

There were no assets associated with the ReShape Balloon product line at December 31, 2019 and 2018.

The components of loss from discontinued operations for the year ended December 31, 2018 consisted of the following:



	Year Ended
	December 31, 2018
Revenue	$	2,285
Loss from discontinued operations before income taxes		(45,885)
Income tax benefit		—
Loss from discontinued operations, net of tax	$	(45,885)

Supplemental Balance Sheet Information

12 Months Ended

Dec. 31, 2019

Supplemental Balance Sheet Information

Supplemental Balance Sheet Information

(6)Supplemental Balance Sheet Information

Prepaid expenses and other current assets:


	December 31,		December 31,
	2019		2018
Prepaid contract research organization expenses	$	1,356	$	1,064
Prepaid insurance		190		58
Other current assets		165		147
Total prepaid expenses and other current assets	$	1,711	$	1,269

Accrued and other liabilities:


	December 31,
	2019		2018
Accrued professional services	$	1,432	$	3,095
Payroll and benefits		1,021		1,146
Taxes		373		—
Equity transaction related liability		211		—
Customer deposits		202		—
Accrued insurance premium		87		—
Other		495		588
Total accrued and other liabilities	$	3,821	$	4,829

Property and Equipment

12 Months Ended

Dec. 31, 2019

Property and Equipment

Property and Equipment

(7)Property and Equipment

Property and equipment consist of the following:


	December 31,
	2019		2018
Furniture and equipment	$	83	$	2,342
Computer hardware and software		78		782
Leasehold improvements		19		81
		180		3,205
Less accumulated depreciation and amortization		(164)		(3,141)
Property and equipment, net	$	16	$	64

Depreciation expense for the years ended December 31, 2019 and 2018 were approximately $40 thousand and $0.2 million, respectively.

Other Intangible Assets

12 Months Ended

Dec. 31, 2019

Other Intangible Assets

Other Intangible Assets

(8)Other Intangible Assets

Other intangible assets consist of the following:


	December 31, 2019
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Developed technology	10.0	$	14,362	$	(1,496)	$	12,866
Trademarks/Tradenames	10.0		2,045		(381)		1,664
Covenant not to compete	3.0		76		(65)		11
	10.0		16,483		(1,942)		14,541
Indefinite-lived intangible assets:
In-process research and development	indefinite		14,133		—		14,133
Total		$	30,616	$	(1,942)	$	28,674


	December 31, 2018
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Developed technology	10.0	$	14,362	$	(60)	$	14,302
Trademarks/Tradenames	10.0		2,045		(177)		1,868
Covenant not to compete	3.0		76		(40)		36
	10.0		16,483		(277)		16,206
Indefinite-lived intangible assets:
In-process research and development	indefinite		20,721		—		20,721
Total		$	37,204	$	(277)	$	36,927

The gross amount and accumulated impairment loss of indefinite-lived intangible assets are as follows (in thousands):


	December 31,
	2019		2018
Gross amount	$	20,721	$	20,721
Accumulated impairment loss		(6,588)		—
Indefinite-lived intangible assets, net	$	14,133	$	20,721

Amortization expense for the years ended December 31, 2019 and 2018 were approximately $1.7 million and $0.2 million, respectively.

Estimated amortization expense for each of the years ending December 31 is as follows:


Year ending December 31,
2020	$	1,651
2021		1,641
2022		1,641
2023		1,641
2024		1,641
Thereafter		6,326
	$	14,541

Impairment of Intangible Assets	12 Months Ended
Impairment of Intangible Assets	Dec. 31, 2019
Impairment of Intangible Assets
Impairment of Intangible Assets	(9)Impairment of Intangible Assets Second Quarter 2019 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 a one-time nonrecurring impairment charge of $6.6 million, 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 using Level 3 assumptions which included discounting the revised projected future net cash flows to their present value, with a discount rate of 22.4%. 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 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. The Company determined that the carrying values of the assets of BarioSurg and ReShape Medical, both of which were acquired during 2017 and accounted for as business combinations, exceeded their current fair values. As a result, the Company recorded an impairment charge of $14.0 million for the full write-down of the goodwill recorded in connection with its acquisition of BarioSurg. In addition, as described in Note 5, discontinued operations for the year ended December 31, 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. The fair market values were determined under an income approach using discounted cash flows. Fair value was calculated using a discounted cash flow analysis is classified within Level 3 of the fair value hierarchy and requires several assumptions including risk adjusted discount rates and financial forecasts. The determination of the fair value of the reporting unit and the allocation of that value to individual assets and liabilities within the reporting unit requires the Company to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which the Company competes, the discount rate, terminal growth rates, and forecasts of revenue, operating income, and capital expenditures. In conjunction with the 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	12 Months Ended
Debt	Dec. 31, 2019
Debt
Debt	(10) Debt Asset Purchase Consideration Payable The Company granted Apollo a first security interest in substantially all of the Company’s assets as security for the payment and performance when due of all of all of its obligations under the Asset Purchase Agreement, including the remaining asset purchase consideration. On October 28, 2019, the Company received the acknowledgement from Apollo of the termination of the security interest granted by the Company. The security interest was automatically terminated as a result of the Company completing a Qualified Financing, as defined in the Security Agreement, in connection with the Company’s previously disclosed Securities Purchase Agreement, dated June 13, 2019, and Warrant Exercise Agreement, dated September 23, 2019. The net present value of the secured asset purchase consideration payable was determined using a discount rate of 5.1%. At December 31, 2019 and 2018, the aggregate carrying value of the current and noncurrent asset purchase consideration payable of approximately $4.6 million and $6.3 million respectively, as adjusted for accretion of interest of approximately $0.3 million and an immaterial amount, respectively. 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 $2.0 million. The debentures had a maturity of June 28, 2019 and a face amount of $2.2 million, 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, net of discounts and deferred financing costs, was $1.5 million. The Company repaid the debentures on June 20, 2019 at their face amount of $2.2 million 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 $0.1 million, 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 $0.5 million 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 $0.5 million was recorded as a reduction to Interest Expense. In connection with the financing, the Company amended the exercise price of warrants to purchase up to 66,667 shares of common stock held by the investors that were issued on November 28, 2018 from $180.00 per share to $1.20 per share. The value attributable to the exercise price reduction of $0.1 million was recorded in Warrant Expense 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

12 Months Ended

Dec. 31, 2019

Leases

Leases

(11) 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. Financing lease arrangements and the effects of any lease modifications have not been material. 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.

The Company determines the lease term as the noncancelable period of the lease, and may include options to extend or terminated the lease when reasonably certain that the Company will exercise that option. Leases with a term of 12 months or less are not recognized on the balance sheet. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. Right-of-use assets also include any lease payments made at or before lease commencement and any initial direct costs incurred, and exclude any lease incentives received.

Operating lease costs for the year ended December 31, 2019 were $0.4 million. Variable lease costs were not material.

Supplemental information related to operating leases is as follows:


Balance Sheet Information at December 31, 2019
Operating lease ROU assets	$	758

Operating lease liabilities, current portion	$	291
Operating lease liabilities, long-term portion		477
Total operating lease liabilities	$	768

Cash Flow Information for the Year Ended December 31, 2019
Cash paid for amounts included in the measurement of operating leases liabilities	$	432

Maturities of operating lease liabilities at December 31, 2019 were as follows:


Twelve months ending December 31,
2020	$	323
2021		331
2022		166
Total lease payments		820
Less: imputed interest		52
Total lease liabilities	$	768

Weighted-average remaining lease term at end of period (in years)		2.4
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

For the year ended December 31, 2018, total rent expense recognized for all operating leases was $0.8 million.

Equity	12 Months Ended
Equity	Dec. 31, 2019
Equity
Equity	(12)Equity The Company may issue preferred stock, common stock, or both, in connection with underwritten public offerings, registered direct offerings, or business acquisitions. Such issuances of equity typically include the issuance or sale of warrants to purchase common stock. Certain issuances of convertible preferred stock and warrants may contain anti-dilutive features apart from customary adjustments for splits and reverse splits of common stock (collectively, “down round features”). When a series of convertible preferred stock contains this non-standard down round feature, the Company is required to adjust the conversion price in the event of future stock sales at a lower unit price. When warrants issued in connection with an equity transaction contain, or are amended to contain, this non-standard down round feature, the Company is required to adjust the exercise price upon the issuance of any shares of common stock or securities convertible into shares of common stock below the then-existing exercise price and evaluate and account for the value attributable to the reduced warrant exercise price. In the event down round adjustments are triggered, the values attributable to the adjustment to the convertible preferred stock conversion price and warrant exercise price are recorded as an increase to additional paid-in capital and increase to accumulated deficit. As of December 31, 2019, the series B convertible preferred stock (“Series B Preferred Stock”) and warrants issued to investors 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 December 31, 2019, the exercise price of the warrants was $2.40 per share, as last reset effective with a direct financing completed on June 18, 2019. All series of the Company’s convertible preferred stock are classified in stockholders’ equity, including those with the down round feature, when applicable to the equity transaction. Warrants to purchase common stock are classified in stockholders’ equity, including those issued with the down round feature, as they are both indexed to the Company’s own stock and meet the scope exception in ASC 815 “Derivatives and Hedging.” Down round adjustments were not material during the year ended December 31, 2019. During the year ended December 31, 2018, the Company recorded a total of $0.2 million attributable to changes in the conversion price of convertible preferred stock and $2.9 million attributable to the reductions in the exercise price of warrants. The value attributable to the warrant exercise price reductions in 2018 was estimated using the Black Scholes model using risk-free interest rates ranging from 2.13% to 2.96%; expected lives ranging from less than one year to 9.4 years; expected dividends of zero and expected volatility ranging from 111.63% to 293.32%. The Company had the following equity transactions during the years ended December 31, 2019 and 2018: September 2019 Issuance of Common Stock and Warrants On September 23, 2019, the Company entered into a warrant exercise agreement with the holders of Series B warrants issued in the June 2019 private placement. The holders agreed to early exercise 3,333,334 Series B warrants in the private placement in exchange for 69,167 shares of common stock and 3,264,167 common stock equivalents in the form of Series F prefunded warrants. The net proceeds from the early exercise of Series B warrants were approximately $6.9 million, after deducting placement agent fees and other transaction costs. As an incentive for the warrant holders to exercise their Series B warrant in full, the warrant holders were issued new five-year series E warrants to purchase up to 3,333,334 unregistered shares of the Company’s common stock, in aggregate, at an exercise price of $6.00 per share, through a private placement. In connection with the registered direct offering, the placement agent received warrants to purchase 233,334 shares of common stock at an exercise price of $6.00 per share. 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 130,000 shares of common stock at a purchase price of $2.40 per share and series C pre-funded warrants to purchase 3,203,334 shares of common stock at a purchase price of $2.28 per share. The exercise price of each pre-funded warrant is $0.12 per share. The Company also issued series A warrants to purchase 3,333,334 shares of common stock at an exercise price of $2.64 per share and series B warrants to purchase 3,333,334 shares of common stock at an exercise price of $2.40 per share. Net proceeds from the private placement were $6.9 million after deducting placement agent fees and other transaction costs. In connection with the registered direct offering, the placement agent received warrants to purchase 233,334 shares of common stock at an exercise price of $3.00 per share. November 2018 Issuance of Common Stock and Warrants On November 28, 2018, the Company completed a registered direct offering with two healthcare focused institutional investors which included the sale of 5,584 shares of common stock at a purchase price of $150.00 per share and pre-funded warrants to purchase 61,084 shares of common stock at a purchase price of $148.80 per share. The exercise price of each pre-funded warrant is $1.20 per share. The Company also issued Series A warrants to purchase 66,667 shares of common stock at an initial exercise price of $180.00 per share. In connection with the registered direct offering, the placement agent received warrants to purchase 4,667 shares of common stock at an exercise price of $187.50 per share. Net proceeds from the registered direct offering were $9.1 million, after deducting placement agent fees and other transaction costs. As discussed in Note 10, in connection with the debenture financing completed on March 29, 2019, the exercise price of the Series A warrants was adjusted to $1.20 per share. 2018 At-the-Market Offering During the period from October 9, 2018 through November 28, 2018, the Company issued an aggregate of 52,197 shares of common stock in an at-the-market public offering (“2018 ATM”) at an average price per share of $286.80. In connection with the ATM, the placement agent received warrants to purchase a total of 3,654 shares of common stock at exercise prices ranging from $151.80 per share to $897.06 per share. Net proceeds from the ATM were $13.4 million, after deducting placement agent fees and other transaction costs. September 2018 Issuance of Common Stock and Warrants and Exchange of Series D Convertible Preferred Stock for Common Stock and Warrants On September 20, 2018, the Company completed a public offering which included the issuance of 696 shares of common stock at a purchase price of $756.00 per share and warrants to purchase 348 shares of common stock at an exercise price of $756.00 per share. In connection with the public offering, the placement agent received warrants to purchase 49 shares of common stock at an exercise price of $945.00 per share. Net proceeds from the public offering were $0.4 million, after deducting placement agent fees and other transaction costs. Pursuant to the terms of the April 2018 securities purchase agreement, on September 20, 2018, the purchasers exercised their right to exchange their shares of series D convertible preferred stock into the common stock and warrants included in the September 2018 public offering. As a result, an aggregate of 1,491 shares of series D convertible preferred stock was exchanged for the issuance of 237 shares of common stock and warrants to purchase 119 shares of common stock at an exercise price of $756.00 per share. August 2018 Issuance of Common Stock and Warrants On August 3, 2018, the Company completed a registered direct offering which included the sale of 60 shares of common stock at a purchase price of $10,080.00 per share and warrants to purchase 60 shares of common stock at an initial exercise price of $18,480.00 per share. In connection with the registered direct offering, the placement agent received warrants to purchase 5 shares of common stock at an exercise price of $12,600.00 per share. Net proceeds from the registered direct offering were $0.5 million, after deducting placement agent fees and other transaction costs. July 2018 Issuance of Common Stock and Warrants On July 12, 2018, the Company completed a registered direct offering which included the sale of 74 shares of common stock at a purchase price of $34,440.00 per share and warrants to purchase 74 shares of common stock at a purchase price of $2,100.00 per share. The initial exercise price of each warrant was $34,608.00 per share. In connection with the registered direct offering, the placement agent received warrants to purchase 6 shares of common stock at an exercise price of $45,679.20 per share. Net proceeds from the registered direct offering were $2.2 million, after deducting placement agent fees and other transaction costs. June 2018 Issuances of Common Stock and Warrants On June 21, 2018, the Company completed a registered direct offering which included the sale of 28 shares of common stock at a purchase price of $51,576.00 per share per share and warrants to purchase 28 shares of common stock at a purchase price of $2,100.00 per share. The initial exercise price of each warrant was $51,744.00 per share. In connection with the registered direct offering, the placement agent received warrants to purchase 2 shares of common stock at an exercise price of $67,032.00 per share. Net proceeds from the registered direct offering were $1.3 million, after deducting placement agent fees and other transaction costs. The Company used $0.5 million 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 23 shares of common stock at a purchase price of $65,856.00 per share per share and warrants to purchase 17 shares of common stock at a purchase price of $2,100.00 per share. The initial exercise price of each warrant was $66,024.00 per share. In connection with the registered direct offering, the placement agent received warrants to purchase 2 shares of common stock at an exercise price of $84,168.00 per share. Net proceeds from the registered direct offering were $1.2 million, 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 139 shares of common stock at an initial exercise price of $189,000.00 per share. Net proceeds from the registered direct offering were $5.1 million, after deducting placement agent fees and other transaction costs. In April 2019, the remaining warrants to purchase 137 shares of common stock, net of the warrants exercised in May 2018 as discussed in Note 13, expired in accordance with their terms. Conversions of Stock On February 1, 2019, pursuant to an exchange agreement with Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) 9,993 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 pre-effect of the reverse stock split that occurred during November 2019. In April 2019, all shares of Series E Preferred Stock were converted into an equal number of shares of common stock. The November 2019 reverse stock split had no effect on this transaction. During the years ended December 31, 2019 and 2018, 156 shares and 5,896 shares, respectively of Series B Preferred Stock were converted into 1,040 shares and 3,970 shares, respectively, of common stock. At December 31, 2019, the remaining 3 shares of Series B Preferred stock are convertible into 1,250 shares of common stock. In addition to the shares of Series D Preferred Stock redeemed in connection with the registered direct offering completed on June 21, 2018, all of the remaining 5,500 shares of the Series D Preferred Stock were converted into 903 shares of common stock during the year ended December 31, 2018. At December 31, 2019, the remaining 95,388 shares of Series C Convertible Preferred Stock, par value $0.01 per share, are convertible into 38 shares of common stock. The Series C Preferred Stock has no voting rights. In the event of any voluntary or involuntary liquidation of the Company, the Series C Preferred Stock holders shall be paid after other series of preferred stock, but take preferential treatment over common shareholders. The series C convertible preferred stock has a liquidation preference of $274.88 per share, or $692,691.05 per underlying share of common stock, or approximately $26.2 million in the aggregate. Holders of the series C convertible preferred stock have the right to convert their shares into shares of common stock instead of receiving the liquidation preference. In general, the series C convertible preferred stock is entitled to receive dividends (on an as-if-converted-to-common stock basis) actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. No other dividends will be paid on shares of series C convertible preferred stock.

Warrants

12 Months Ended

Dec. 31, 2019

Warrants.

Warrants

(13)Warrants

The Company’s grants of warrants to purchase common stock are primarily in connection with equity financings. See Note 12 for additional information about equity financings and the related issuance of warrants. Warrant activity was as follows:





	Shares
Balance December 31, 2017	57
Issued	136,916	(1)
Exercised	(9,432)	(2), (3)
Cancelled	(1)
Balance December 31, 2018	127,540
Issued	16,934,170	(1)
Exercised	(3,451,642)	(2)
Cancelled	(139)
Balance December 31, 2019	13,609,929

(1)

Warrants issued in 2019 and 2018 include 6,467,501 and 61,084, respectively, of pre-funded warrants sold in connection with private placements completed on June 18, 2019 and September 23, 2019 (“June 2019 Pre-funded Warrants” and “September 2019 Pre-funded Warrants”) and November 28, 2018 (“November 2018 Pre-funded Warrants”), respectively. The pre-funded warrants do not expire. In addition, in June 2019 institutional investors purchased 3,333,333 Series A warrants, 3,333,334 Series B warrants, and in September 2019 the institutional investors purchased 3,333,334 Series E warrants. As part of both the June 2019 and September 2019 purchases there were 466,668 of placement agent warrants issued. For further details of the June and September 2019 transactions, see Note 12 equity above. In addition to the November 2018 Pre-funded warrants, the investors acquired 66,667 2018 Series A warrants and there were 4,667 placement agent warrants. Throughout 2018, the Company sold 4,498 warrants to institutional investors.

(2)

Warrants exercised in 2019 and 2018 include 51,667 and 9,417, respectively, of the November 2018 Pre-funded Warrants at their exercise price of $1.20 per share. Warrants exercised in 2019 also include 66,666 of the Series A warrants issued in November 2018 (“November 2018 Series A Warrants”) at their exercise price of $1.20 per share, as adjusted. Warrants exercised in 2019 also include 3,333,334 of Series B warrants issued in June 2019. During August 2018, institutional investors exercised 8 warrants that were issued during August of 2017.

(3)

On May 24, 2018, an institutional investor agreed to exercise an aggregate of 7 warrants to purchase common stock in exchange for a reduction in the warrant exercise price to $97,650.00 per share. The warrant exercise was accounted for as a warrant inducement and the related fair value adjustment to the exercised warrants of $0.1 million was recorded as Warrant expense in the Consolidated Statements of Operations for the year ended December 31, 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 lives ranging from less than one year to 3.7 years; expected dividends of zero and expected volatility ranging from 120.44% to 142.78%.

Warrant Liability

The Company had liability warrants related to the June 2019 and September 2019 transactions, due to the variable price feature that was in effect until the reverse stock split occurred on November 12, 2019. The Company analyzed the variable price features and established a warrant liability of $16.0 million and $24.6 million related to the June 2019 transaction and September 2019 transaction, respectively. As the initial fair value of both offering exceeded the cash received the company recorded $8.3 million and $17.2 million as warrant expense for the June 2019 transaction and September 2019 transaction, respectively. The initial fair value and changes to fair value through September 30, 2019 were determined using a Monte Carlo simulation model. The Company re-evaluated the warrants subsequent to reverse stock split and determined that the price becoming fixed, the warrants should be reclassified from liability to equity. In addition, as the price was fixed the Company determined the Monte Carlo simulation model was no longer the appropriate model; therefore the Company used a Black Scholes calculation to determine the fair value of these warrants at November 12, 2019. This resulted in the Company reclassifying $64.0 million of warrant liability to equity. The Company also recognized an additional $23.4 million of warrant expense for the changes in fair value of the liability warrants through November 12, 2019.

Warrant Assumptions

The following table provides the assumptions used to calculate initial fair value using a Monte Carlo simulation model:


		Strike Price	Volatility		Remaining Life
Series A	$	2.64	164.1	%	5.22
Series B	$	2.40	164.1	%	1.22
Series E	$	6.00	93.2	%	5.11
Series F	$	0.12	93.2	%	5.11

The following table provides the assumptions used at November 12, 2019, using a Black-Scholes model:


	Warrants Outstanding		Strike Price	Volatility		Remaining Life	Risk Free Rate
Series A	3,333,333	$	2.64	93.5	%	5.1	1.73	%
Placement Agent - June	233,334	$	3.00	93.5	%	4.7	1.73	%
Series E	3,333,334	$	6.00	93.5	%	5.1	1.73	%
Series F	3,264,167	$	0.12	93.5	%	5.1	1.73	%
Placement Agent - September	233,334	$	6.00	93.5	%	4.9	1.73	%

Revenue Disaggregation and Operating Segments

12 Months Ended

Dec. 31, 2019

Revenue Disaggregation and Operating Segments

Revenue Disaggregation and Operating Segments

(14)Revenue Disaggregation and Operating Segments

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


	Year Ended December 31, 2019
	U.S.		OUS *		Total Revenues
LAP-BAND product	$	13,309	$	1,780	$	15,089
ReShape vBloc product		—		—		—
Total	$	13,309	$	1,780	$	15,089


	Year Ended December 31, 2018
	U.S.		OUS *		Total Revenues
LAP-BAND product	$	447	$	3	$	450
ReShape vBloc product		157		—		157
Total	$	604	$	3	$	607

The next largest individual country outside the U.S. for the year ended December 31, 2019 was Australia, which was 7.7% of total revenues in 2019. Sales to Apollo for Europe were included in the U.S. sales column through quarter ended September 30, 2019. For quarter ended December 31, 2019, the Company recognized sales in Europe directly through their own distributors and sales channels and were included with OUS sales. All revenues outside the United States for the year ended December 31, 2018 were in Canada.

Lap-Band product sales for the year ended December 31, 2018 are for the period from the date of acquisition of the product line assets of December 17, 2018 through December 31, 2018. As a result of the acquisition of the Lap-Band product line, the Company has no longer been actively marketing its ReShape vBloc product. The Company’s standard payment terms for its customers are generally 30 to 60 days after shipment.

Variable Consideration

The Company records revenue from customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of the goods. Customers and distributors of the Lap-Band product generally have the right to return or exchange products purchased for up to thirty days from the date of product shipment contingent upon a 10% restocking fee. Any such return or exchange of Lap-Band products will be recorded as a reduction of revenue in the period incurred until sufficient historical information is available to enable management to estimate a returns reserve.

Certain Lap-Band customers may receive volume rebates or discounts. Discounts are treated as a reduction in sales price and therefore corresponding revenue at the point of sale. Any volume rebates offered would be estimated and reserved as a reduction in revenue.

Warranty

The Company generally provides warranties against defects in materials and workmanship, and provides replacements at no charge to the customer, as long as the customer has notified the Company within 30 days of delivery and returns such products in accordance with the Company’s instructions. As they are considered assurance-type warranties, the Company does not account for them as separate performance obligations. Warranty reserve requirements are based on a specific assessment of the products sold with warranties where a customer asserts a claim for warranty or a product defect.

For the vBloc product line, the Company has a 5 year warranty on all implantable parts. vBloc sales began in 2015 and ended in 2018, so this warranty will go through 2023.

Contract Balances

The Company records a receivable when it has an unconditional right to receive consideration after the performance obligations are satisfied.

Practical Expedients

The Company has elected the practical expedient not to determine whether contracts with customers contain significant financing components.

Operating Segments

The Company’s operating segments 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 year ended December 31, 2019. There were no revenues or gross profit recorded for the ReShape Vest operating segment in 2019 or 2018 because the ReShape Vest is still in the development stage.

The Company’s CODM does not evaluate performance related to ReShape vBloc, as revenues and gross profit for the year ended December 31, 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.

Stock-based Compensation

12 Months Ended

Dec. 31, 2019

Stock-based Compensation

Stock-based Compensation

(15)Stock-based Compensation

The ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan (the “Plan”) provides for the grant of stock options or other stock-based awards to employees, officers, non-employee directors and outside consultants of the Company. In 2018, the Company’s stockholders approved an amendment to the Plan that increased the number of shares authorized for issuance by 26 shares. The Plan amendment in 2018 also added an automatic share increase provision that provides for an annual increase on January 1 of each year beginning in 2019 such that the number of shares of common stock authorized for issuance under the Plan is equal to 15% of the total shares of common stock outstanding, on an as converted basis, as of the last day of the immediately preceding fiscal year. The increased number of shares available for issuance under the Plan is subject to adjustment in accordance with certain provisions of the Plan. As of January 1, 2020, the number of shares authorized for issuance increased from 30,200 to 2,100,443 and there were 2,100,397 shares of common stock available for issuance under the Plan.

The Plan is administered by the board of directors, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. Options granted under the Plan expire no later than ten years from the date of grant. The exercise price of each option may not be less than 100% of the fair market value of the common stock at the date of grant, except if an incentive stock option is granted to a Plan participant possessing more than 10% of the Company’s common stock, as defined by the Plan, the exercise price may not be less than 110% of the fair value of the common stock at the date of grant. Employee stock options generally vest over four years.

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. Each of the Inducement Grants vests over a period of up to four years from the date of the officer’s employment agreement.

Stock option activity for the Plan is as follows:


				Weighted
		Weighted		Average
		Average		Remaining
		Exercise Price		Contractual
	Shares	Per Share		Life (years)
Outstanding at December 31, 2017	12	$	6,448,015.13
Shares reserved	—		—
Options granted	16		164,566.19
Options exercised	—		—
Options cancelled	—		—
Outstanding at December 31, 2018	28		2,957,210.16
Options granted	—		—
Options exercised	—		—
Options cancelled	—		—
Outstanding at December 31, 2019	28		2,957,210.16	7.6
Exercisable at December 31, 2019	17		4,579,286.97	7.6
Vested and expected to vest at December 31, 2019	28		2,957,210.16	7.9

As of December 31, 2019, stock options under the Plan that were outstanding, exercisable and vested and expected to vest under had no intrinsic value.

Stock option activity for Inducement Grants is summarized below:


				Weighted
		Weighted		Average
		Average		Remaining
		Exercise Price		Contractual
	Shares	Per Share		Life (years)
Outstanding at December 31, 2017	8	$	651,710.83
Options granted	10		113,808.24
Options exercised	—		—
Options cancelled	—		—
Outstanding at December 31, 2018	18		352,876.06
Options granted	—		—
Options exercised	—		—
Options cancelled	—		—
Outstanding at December 31, 2019	18		352,876.06	8.1
Exercisable at December 31, 2019	18		352,876.06	8.1
Vested and expected to vest at December 31, 2019	18		352,876.06	8.1

As of December 31, 2019, Inducement Grants outstanding, exercisable and vested and expected to vest had no intrinsic value.

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 year ended December 31, 2018 were as follows:


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

Risk-Free Interest Rate. The risk-free interest rate is estimated using the U.S. Treasury yield curve and is based on the expected term of the award.

Expected Term. The expected term of stock option awards granted is estimated based on the “simplified” method described in the SEC Staff Accounting Bulletin, Topic 14: Share-Based Payment. The Company uses historical data to estimate stock option forfeitures.

Expected Dividends. The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock.

Expected Volatility. Expected volatility is estimated based on the Company’s historical stock price volatility and expected stock price volatility over the term of the awards.

There were no stock options granted during the year ended December 31, 2019. The total estimated grant date fair value of stock options granted during the year ended December 31, 2018 was $3.5 million. Compensation cost for stock options granted to employees 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.

Compensation expense related to stock options was recognized as follows:


	Year Ended
	December 31,
	2019		2018
Selling and marketing	$	151	$	269
General and administrative		2,115		2,655
Research and development		45		174
Total	$	2,311	$	3,098

As of December 31, 2019, there was approximately $2.0 million of total unrecognized compensation related to unvested stock option awards, which is expected to be recognized over a weighted-average period of 2.2 years.

Income Taxes

12 Months Ended

Dec. 31, 2019

Income Taxes

Income Taxes

(16)Income Taxes

Income tax expense (benefit) consists of the following:


	Year ended December 31,
	2019		2018
Deferred:
Federal	$	(276)	$	(3,586)
State		(867)		138
Deferred income tax benefit		(1,143)		(3,448)
Current:
Federal		—		—
State		18		1
Foreign		232		—
Total income tax benefit, net	$	(893)	$	(3,447)

A reconciliation of the U.S. federal statutory income tax rate to the Company's effective income tax rate is as follows:


	Year ended December 31,
	2019			2018
Income tax benefit at U.S. federal statutory rate		21.0	%		21.0	%
State income tax benefit, net of federal benefit		3.9	%		—	%
Other permanent differences		(14.9)	%		(0.4)	%
Goodwill impairment		—	%		(7.6)	%
Research and development credit		(0.2)	%		0.9	%
Change in state tax rate		—	%		(1.1)	%
Foreign rate differential		(0.1)	%		—	%
Other adjustments		0.3	%		—	%
Change in valuation allowance		(8.8)	%		(3.9)	%
Effective income tax rate		1.2	%		8.9	%

The components of deferred tax assets and liabilities are as follows:


	December 31,
	2019		2018
Deferred tax assets:
Start-up costs	$	1,208	$	1,239
Capitalized research and development costs		612		728
Reserves and accruals		8,180		7,465
Property and equipment		55		—
Research and development credit		1,194		1,334
Lease liability		118		—
State and local taxes		4		—
Net operating loss carryforwards		27,860		22,721
Total gross deferred tax assets		39,231		33,487
Valuation allowance		(36,349)		(29,904)
Deferred tax assets, net of valuation allowance		2,882		3,583
Intangible assets		(3,396)		(5,385)
Operating lease right-of-use assets		(188)		—
Property and equipment		—		(42)
Total gross deferred tax liabilities		(3,584)		(5,427)
Net deferred tax liability	$	(702)	$	(1,844)

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. Based on the level of historical losses, projections of losses in future periods and potential limitations pursuant to changes in ownership under Internal Revenue Code (“IRC”) Section 382, the Company provided a valuation allowance at both December 31, 2019 and 2018. The remaining net deferred tax liability at both December 31, 2019 and 2018 is the result of the deferred tax liability associated with the indefinite-lived intangible asset, which was $3.5 million and $5.1 million, respectively; less the deferred tax asset associated with U.S. federal net operating loss carryforwards that do not expire of $2.4 million and $3.3 million, respectively, and state net operating loss carryforwards that do not expire of $0.4 million for 2019.

As of December 31, 2019 and 2018, the Company had U.S. federal net operating loss carryforwards of $68.0 million and $47.5 million, respectively. Of the total U.S. federal net operating loss carryforwards at December 31, 2019, $1.2 million will be limited as a result of Section 382 as described below and will expire unused. Losses generated in 2019 and 2018 will carryover indefinitely. The Company had state net operating loss carryforwards at December 31, 2019 and $0.2 million at December 31, 2018, respectively and had foreign net operating loss carryforwards of $220.9 million and $198.3 million at December 31, 2019 and 2018, respectively. 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 2016. There are no tax examinations currently in progress.

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, has been, and may continue to be substantially limited due to ownership changes. These ownership changes 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. In 2018, the Company completed an IRC Section 382 review and determined that ownership changes had occurred, which resulted in the determination that $0.3 million of U.S. federal net operating loss carryforwards and $3.5 million of U.S. federal research and development credit will expire unused as a result of ownership changes and the resulting Section 382 limitations. Further, an aggregate of $40.8 million of other future tax deductible amounts have been reduced. Both the deferred tax assets and the deferred tax valuation allowance were reduced by $67.2 million for the tax effect of these lost benefits, with no net effect on results of operations for the year ended December 31, 2018. Due to the valuation allowance against deferred tax assets at December 31, 2019, the net effect of any further limitation will have no impact on results of operations.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2019
Commitments and Contingencies
Commitments and Contingencies	(17)Commitments and Contingencies Employee Arrangements and Other Compensation Certain members of management are entitled to severance benefits payable upon termination following a change in control, which would approximate $1.7 million at December 31, 2019. The Company also has agreements with certain employees to pay bonuses based on targeted performance criteria. As of December 31, 2019 and 2018, approximately $0.6 million and $0.3 million was accrued for performance bonuses, which is included in accrued liabilities in the consolidated balance sheets. Purchase Commitments The Company generally purchases its products and accessories from a limited group of third-party suppliers through purchase orders. The Company had $0.8 million of purchase commitments as of December 31, 2019, for which the Company has not received the goods or services and which are expected to be purchased primarily within one year. These purchase commitments were made to secure better pricing and to ensure the Company will have the necessary inventory to meet anticipated near term demand. Although open purchase orders are considered enforceable and legally binding, the Company may be able to cancel, reschedule, or adjust requirements prior to supplier fulfillment. 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 appealed these dismissals and ReShape Medical 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. On September 6, 2019, the Company entered into a confidential settlement agreement (the “Settlement Agreement”) with Fulfillium pursuant to which Fulfillium agreed to dismiss with prejudice the previously-disclosed lawsuits filed by Fulfillium against the Company in exchange for $1.5 million in cash, $0.5 million of which was paid following the settlement and the remaining $1.0 million of which will be payable in four quarterly installments beginning in January 2020. The Company has recorded a contingent loss relating to the settlement of $1.5 million in its consolidated financial statements for the period ended December 31, 2019. 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 $50,400.00 per share, rather than the $189,000.00 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 $22,680.00 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 Company is not currently a party to any material 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. Product Liability Claims The Company is exposed to product liability claims that are inherent in the testing, production, marketing and sale of medical devices. Management believes any losses that may occur from these matters are adequately covered by insurance, and the ultimate outcome of these matters will not have a material effect on the Company’s financial position or results of operations. The Company is not currently a party to any product liability litigation and is not aware of any pending or threatened product liability litigation that could have a material adverse effect on the Company’s business, operating results or financial condition.

Subsequent Events

12 Months Ended

Dec. 31, 2019

Subsequent Events

Subsequent Events

(18)Subsequent Events

Change of Control Plan

On February 28, 2020, the Board of Directors (the “Board”) of the Company approved and adopted the Company’s Change in Control Plan (the “Plan”), which provides for certain benefits and payments to members of the Board and certain members of our senior management team in the event of a Change in Control. Capitalized terms and phrases used but not defined herein will have the respective meanings given to them in the Plan.

The Plan was adopted to ensure that the Company will have the continued dedication of members of the Board and certain members of our senior management team, to diminish the distraction of such individuals that may occur as a result of a Change in Control, and to provide such individuals with compensation upon a Change in Control that is competitive with that of other similarly situated companies.

In the event of a Change in Control, a participant is entitled to receive a grant of shares of the Company’s common stock immediately prior to the effective time of the Change in Control such that the total number of shares of common stock owned by the participant would equal the participant’s target percentage if such participant’s then current ownership percentage is less than their target percentage, which is calculated assuming the conversion of any outstanding shares of preferred stock and the exercise of any outstanding warrants, stock options and other equity-based awards.

The target percentage for participants are as follows:


Participant	Position	Target %
Barton Bandy	President and CEO and Director	4.00	%
Thomas Stankovich	Chief Financial Officer	1.25	%
Other senior management team members as a group	Various senior management team	2.50	%
Total senior management team		7.75	%
Dan Gladney	Chairman of the Board	2.00	%
Gary Blackford	Director	1.00	%
Lori McDougal	Director	1.00	%
Arda Minocherhomjee	Director	1.00	%
Total Board		5.00	%
Total senior management team and Board		12.75	%

Participation in the Plan is contingent upon the participant entering into a Participation Agreement. In order to receive the benefits under this Plan, a participant must additionally sing a release of claims against the Company.

The Plan has a duration of ten years from the effective date, unless (a) the Plan is extended by the Board, (b) a Change in Control occurs while the Plan is in effect, or (c) the Board terminates the Plan in accordance therewith.

Financing

On March 25, 2020, the Company executed a credit agreement up to $3.5 million, with an institutional investor (the “Lender”), who holds warrants in connection with the June and September 2019 transactions. On the day of closing, the Company received $2.5 million and the additional $1.0 million may be drawn from time to time 30 days after the closing date but prior to five months after the closing date, in $500 thousand increments per draw. The credit facility matures six months after the closing date and bears interest at LIBOR plus 2.5%. In conjunction with this credit agreement, the Lender exercised its warrants to purchase an aggregate of 5,085,834 shares of common stock with a current exercise price of $0.12 per warrant on April 15, 2020. In addition, the Company will issue to the Lender 1,200,000 Series G warrants to purchase an aggregate of 1,200,000 shares of common stock. The Series G warrants have an exercise price per share of common stock as the lessor of $3.70 or the average of the two lowest volume weighted average prices (“VWAPs”) for the common stock ten trading days prior to the date of exercise.

On March 31, 2020, the Company and the Lender amended the Series G warrant agreement to set the exercise price at $3.70 per share of common stock.

COVID-19

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. On April 16, 2020, the Company implemented various short-term cost reductions and cash flow improvement actions, such as reducing the compensation for executives, management and key employees and decreasing operating expenses where possible. In addition, the Company also identified temporary headcount reductions and made the decision to furlough a portion of its workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020.

CARES Act

On March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property.

On April 24, 2020, the Company entered into a loan agreement (“PPP Loan”) with Silicon Valley Bank (“SVB”) under the Paycheck Protection Program (the “PPP”), which is part of the CARES Act administered by the United States Small Business Administration (“SBA”). As part of the application for these funds, the Company in good faith, has certified that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. This certification further requires the Company to take into account our current business activity and our ability to access other sources of liquidity sufficient to support ongoing operations in a manner that is not significantly detrimental to the business. Under this program, the Company received proceeds of $1.0 million, from the PPP Loan. In accordance with the requirements of the PPP, the Company intends to use proceeds from the PPP Loan primarily for payroll costs, rent and utilities. The PPP Loan has a 1.00% interest rate per annum, matures on April 24, 2022 and is subject to the terms and conditions applicable to loans administered by the SBA under the PPP. Under the terms of PPP, all or certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act, which the Company continues to evaluate.

The Company continues to examine the impact that the CARES Act may have on our business. Currently the Company is unable to determine the impact that the CARES Act will have on our financial condition, results of operation or liquidity.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

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 (“GAAP”).

Reverse Stock Split

Reverse Stock Splits

During the years ended December 31, 2019 and 2018, the Company’s board of directors and stockholders approved the following reverse stock splits:

1-for-15 reverse split of the Company’s outstanding common stock that became effective after the close of market on June 1, 2018.

1-for-140 reverse split of the Company’s outstanding common stock that became effective after the close of market on November 7, 2018.

Principles of Consolidation

Use of Estimates

Discontinued Operations

Cash and Cash Equivalents

Restricted Cash


	December 31,		December 31,
	2019		2018
Cash and cash equivalents	$	2,935	$	5,548
Restricted cash		50		—
Total cash, cash equivalents, and restricted cash in the consolidated statement of cash flows	$	2,985	$	5,548

Inventory

Property and Equipment, Net

Other Intangible Assets

Impairment of Indefinite-Lived and Long-Lived Assets

Research and Development Expenses

Stock-Based Compensation

Net Loss Per Share


	December 31,
	2019	2018
Stock options	46	36
Convertible preferred stock	1,288	1,098
Warrants	7,142,428	127,540

Concentration of Credit Risk, Interest Rate Risk and Foreign Currency Exchange Rate

Fair Value of Financial Instruments

Assets and liabilities are categorized into a three-level fair value hierarchy based on valuation inputs used to determine fair value.

Level 1 inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 inputs are observable, either directly or indirectly.

Level 3 inputs are unobservable due to little or no corroborating market data.

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.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Summary of Significant Accounting Policies

Reconciliation of cash, cash equivalents and restricted cash


	December 31,		December 31,
	2019		2018
Cash and cash equivalents	$	2,935	$	5,548
Restricted cash		50		—
Total cash, cash equivalents, and restricted cash in the consolidated statement of cash flows	$	2,985	$	5,548

Schedule of anti-dilutive securities


	December 31,
	2019	2018
Stock options	46	36
Convertible preferred stock	1,288	1,098
Warrants	7,142,428	127,540

Acquisitions (Tables) - Lap-Band product line asset group

12 Months Ended

Dec. 31, 2019

Schedule of transaction cost for assets acquired


Asset purchase consideration paid at closing	$	10,000
Aggregate asset purchase consideration payable		7,000
Adjustment to net present value of asset purchase consideration payable		(703)
Present value of asset purchase consideration		16,297
Asset purchase transaction costs		500
Fair value of ReShape Balloon product line assets transferred		—
Total transaction cost	$	16,797

Schedule of allocation of the fair values of assets acquired


Developed technology/know-how	$	14,362
Trademarks		955
Inventory		994
Fixed assets		486
Total transaction cost	$	16,797

Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2019

Discontinued Operations.

Schedule of discontinued operations


Inventory	$	670
Property and equipment, net		42
Other intangible assets, net		21,884
	$	22,596



	Year Ended
	December 31, 2018
Revenue	$	2,285
Loss from discontinued operations before income taxes		(45,885)
Income tax benefit		—
Loss from discontinued operations, net of tax	$	(45,885)

- 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.

+ References

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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Supplemental Balance Sheet Information (Tables)

12 Months Ended

Dec. 31, 2019

Supplemental Balance Sheet Information

Schedule of components of prepaid expenses and other current assets


	December 31,		December 31,
	2019		2018
Prepaid contract research organization expenses	$	1,356	$	1,064
Prepaid insurance		190		58
Other current assets		165		147
Total prepaid expenses and other current assets	$	1,711	$	1,269

Schedule of components of accrued and other liabilities


	December 31,
	2019		2018
Accrued professional services	$	1,432	$	3,095
Payroll and benefits		1,021		1,146
Taxes		373		—
Equity transaction related liability		211		—
Customer deposits		202		—
Accrued insurance premium		87		—
Other		495		588
Total accrued and other liabilities	$	3,821	$	4,829

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2019

Property and Equipment

Schedule of property and equipment


	December 31,
	2019		2018
Furniture and equipment	$	83	$	2,342
Computer hardware and software		78		782
Leasehold improvements		19		81
		180		3,205
Less accumulated depreciation and amortization		(164)		(3,141)
Property and equipment, net	$	16	$	64

Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2019

Other Intangible Assets

Summary of identifiable intangible assets


	December 31, 2019
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Developed technology	10.0	$	14,362	$	(1,496)	$	12,866
Trademarks/Tradenames	10.0		2,045		(381)		1,664
Covenant not to compete	3.0		76		(65)		11
	10.0		16,483		(1,942)		14,541
Indefinite-lived intangible assets:
In-process research and development	indefinite		14,133		—		14,133
Total		$	30,616	$	(1,942)	$	28,674


	December 31, 2018
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Developed technology	10.0	$	14,362	$	(60)	$	14,302
Trademarks/Tradenames	10.0		2,045		(177)		1,868
Covenant not to compete	3.0		76		(40)		36
	10.0		16,483		(277)		16,206
Indefinite-lived intangible assets:
In-process research and development	indefinite		20,721		—		20,721
Total		$	37,204	$	(277)	$	36,927

Schedule of gross amount and accumulated impairment loss of indefinite-lived intangible assets

The gross amount and accumulated impairment loss of indefinite-lived intangible assets are as follows (in thousands):


	December 31,
	2019		2018
Gross amount	$	20,721	$	20,721
Accumulated impairment loss		(6,588)		—
Indefinite-lived intangible assets, net	$	14,133	$	20,721

Schedule of future amortization of Finite-Lived intangible assets


Year ending December 31,
2020	$	1,651
2021		1,641
2022		1,641
2023		1,641
2024		1,641
Thereafter		6,326
	$	14,541

Leases (Tables)

12 Months Ended

Dec. 31, 2019

Leases

Schedule of supplemental information related to operating leases


Balance Sheet Information at December 31, 2019
Operating lease ROU assets	$	758

Operating lease liabilities, current portion	$	291
Operating lease liabilities, long-term portion		477
Total operating lease liabilities	$	768

Cash Flow Information for the Year Ended December 31, 2019
Cash paid for amounts included in the measurement of operating leases liabilities	$	432

Schedule of maturities of operating lease liabilities


Twelve months ending December 31,
2020	$	323
2021		331
2022		166
Total lease payments		820
Less: imputed interest		52
Total lease liabilities	$	768

Weighted-average remaining lease term at end of period (in years)		2.4
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

Warrants (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of warrant activity





	Shares
Balance December 31, 2017	57
Issued	136,916	(1)
Exercised	(9,432)	(2), (3)
Cancelled	(1)
Balance December 31, 2018	127,540
Issued	16,934,170	(1)
Exercised	(3,451,642)	(2)
Cancelled	(139)
Balance December 31, 2019	13,609,929

(1)

(2)

(3)

Black Scholes Model

Schedule of warrant assumptions used to calculate fair value


	Warrants Outstanding		Strike Price	Volatility		Remaining Life	Risk Free Rate
Series A	3,333,333	$	2.64	93.5	%	5.1	1.73	%
Placement Agent - June	233,334	$	3.00	93.5	%	4.7	1.73	%
Series E	3,333,334	$	6.00	93.5	%	5.1	1.73	%
Series F	3,264,167	$	0.12	93.5	%	5.1	1.73	%
Placement Agent - September	233,334	$	6.00	93.5	%	4.9	1.73	%

Monte Carlo Simulation Model

Schedule of warrant assumptions used to calculate fair value


		Strike Price	Volatility		Remaining Life
Series A	$	2.64	164.1	%	5.22
Series B	$	2.40	164.1	%	1.22
Series E	$	6.00	93.2	%	5.11
Series F	$	0.12	93.2	%	5.11

Revenue Disaggregation and Operating Segments (Tables)

12 Months Ended

Dec. 31, 2019

Revenue Disaggregation and Operating Segments

Schedule of revenue disaggregated by product and geography

	Year Ended December 31, 2019
	U.S.		OUS *		Total Revenues
LAP-BAND product	$	13,309	$	1,780	$	15,089
ReShape vBloc product		—		—		—
Total	$	13,309	$	1,780	$	15,089


	Year Ended December 31, 2018
	U.S.		OUS *		Total Revenues
LAP-BAND product	$	447	$	3	$	450
ReShape vBloc product		157		—		157
Total	$	604	$	3	$	607

Stock-based Compensation (Tables)

12 Months Ended

Dec. 31, 2019

Stock-based Compensation

Schedule of stock-based compensation expense


	Year Ended
	December 31,
	2019		2018
Selling and marketing	$	151	$	269
General and administrative		2,115		2,655
Research and development		45		174
Total	$	2,311	$	3,098

Summary of 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%

2003 Stock Incentive Plan, as amended and restated

Stock-based Compensation

Summary of Stock Option Activity


				Weighted
		Weighted		Average
		Average		Remaining
		Exercise Price		Contractual
	Shares	Per Share		Life (years)
Outstanding at December 31, 2017	12	$	6,448,015.13
Shares reserved	—		—
Options granted	16		164,566.19
Options exercised	—		—
Options cancelled	—		—
Outstanding at December 31, 2018	28		2,957,210.16
Options granted	—		—
Options exercised	—		—
Options cancelled	—		—
Outstanding at December 31, 2019	28		2,957,210.16	7.6
Exercisable at December 31, 2019	17		4,579,286.97	7.6
Vested and expected to vest at December 31, 2019	28		2,957,210.16	7.9

Inducement grants

Stock-based Compensation

Summary of Stock Option Activity


				Weighted
		Weighted		Average
		Average		Remaining
		Exercise Price		Contractual
	Shares	Per Share		Life (years)
Outstanding at December 31, 2017	8	$	651,710.83
Options granted	10		113,808.24
Options exercised	—		—
Options cancelled	—		—
Outstanding at December 31, 2018	18		352,876.06
Options granted	—		—
Options exercised	—		—
Options cancelled	—		—
Outstanding at December 31, 2019	18		352,876.06	8.1
Exercisable at December 31, 2019	18		352,876.06	8.1
Vested and expected to vest at December 31, 2019	18		352,876.06	8.1

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Income Taxes

Income tax expense (benefit)


	Year ended December 31,
	2019		2018
Deferred:
Federal	$	(276)	$	(3,586)
State		(867)		138
Deferred income tax benefit		(1,143)		(3,448)
Current:
Federal		—		—
State		18		1
Foreign		232		—
Total income tax benefit, net	$	(893)	$	(3,447)

Tax Rate Reconciliation


	Year ended December 31,
	2019			2018
Income tax benefit at U.S. federal statutory rate		21.0	%		21.0	%
State income tax benefit, net of federal benefit		3.9	%		—	%
Other permanent differences		(14.9)	%		(0.4)	%
Goodwill impairment		—	%		(7.6)	%
Research and development credit		(0.2)	%		0.9	%
Change in state tax rate		—	%		(1.1)	%
Foreign rate differential		(0.1)	%		—	%
Other adjustments		0.3	%		—	%
Change in valuation allowance		(8.8)	%		(3.9)	%
Effective income tax rate		1.2	%		8.9	%

Deferred Tax Assets


	December 31,
	2019		2018
Deferred tax assets:
Start-up costs	$	1,208	$	1,239
Capitalized research and development costs		612		728
Reserves and accruals		8,180		7,465
Property and equipment		55		—
Research and development credit		1,194		1,334
Lease liability		118		—
State and local taxes		4		—
Net operating loss carryforwards		27,860		22,721
Total gross deferred tax assets		39,231		33,487
Valuation allowance		(36,349)		(29,904)
Deferred tax assets, net of valuation allowance		2,882		3,583
Intangible assets		(3,396)		(5,385)
Operating lease right-of-use assets		(188)		—
Property and equipment		—		(42)
Total gross deferred tax liabilities		(3,584)		(5,427)
Net deferred tax liability	$	(702)	$	(1,844)

Subsequent Events (Tables)

12 Months Ended

Dec. 31, 2019

Subsequent Events

Schedule of target percentage for participants


Participant	Position	Target %
Barton Bandy	President and CEO and Director	4.00	%
Thomas Stankovich	Chief Financial Officer	1.25	%
Other senior management team members as a group	Various senior management team	2.50	%
Total senior management team		7.75	%
Dan Gladney	Chairman of the Board	2.00	%
Gary Blackford	Director	1.00	%
Lori McDougal	Director	1.00	%
Arda Minocherhomjee	Director	1.00	%
Total Board		5.00	%
Total senior management team and Board		12.75	%

Summary of Significant Accounting Policies - Reverse Stock Splits (Details) $ / shares in Units, $ in Thousands	Nov. 11, 2019 $ / shares	Nov. 07, 2018	Jun. 01, 2018	Dec. 31, 2019 USD ($) $ / shares	Dec. 31, 2018 USD ($) $ / shares	Dec. 31, 2017 USD ($)
Summary of Significant Accounting Policies
Reverse stock split ratio	120	140	15
Common stock, par value (in dollars per share) \| $ / shares	$ 0.01			$ 0.001	$ 0.001
Cash and cash equivalents				$ 2,935	$ 5,548
Restricted Cash				50
Total cash, cash equivalents, and restricted cash in the consolidated statement of cash flows				2,985	5,548	$ 10,163
Allowance for excess and slow moving inventory				$ 200	$ 3,400

Summary of Significant Accounting Policies - Property and Equipment Useful Lives (Details)	12 Months Ended
	Dec. 31, 2019
Furniture and Fixtures \| Minimum
Property and equipment
Property and equipment estimated useful life	5 years
Furniture and Fixtures \| Maximum
Property and equipment
Property and equipment estimated useful life	7 years
Computer hardware \| Minimum
Property and equipment
Property and equipment estimated useful life	3 years
Computer hardware \| Maximum
Property and equipment
Property and equipment estimated useful life	5 years
Software \| Minimum
Property and equipment
Property and equipment estimated useful life	3 years
Software \| Maximum
Property and equipment
Property and equipment estimated useful life	5 years

Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Stock options
Anti-dilutive securities
Anti-dilutive securities (in shares)	46	36
Convertible preferred stock
Anti-dilutive securities
Anti-dilutive securities (in shares)	1,288	1,098
Warrants
Anti-dilutive securities
Anti-dilutive securities (in shares)	7,142,428	127,540

Summary of Significant Accounting Policies - Credit Risk Concentration (Details)	12 Months Ended
	Dec. 31, 2019 $ / shares
Concentration of credit risk
Concentration risk
Money market funds preserve the value of investment per share	$ 1.00

Summary of Significant Accounting Policies - Topic 842 (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Jan. 01, 2019
New accounting pronouncements
Operating lease ROU assets	$ 758
Operating lease liability	$ 768
ASU 2016-02 \| Adjustment
New accounting pronouncements
Operating lease ROU assets		$ 1,200
Operating lease liability		$ 1,200

Liquidity, Going Concern and Management’s Plans (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Liquidity, Going Concern and Management’s Plans
Working capital	$ (300)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	2,985	$ 5,548	$ 10,163
Accounts and Other Receivables, Net, Current	$ 4,096	$ 917

Acquisition (Details) - Apollo’s Lap-Band Product Line $ in Thousands	Dec. 17, 2018 USD ($)
Transition services, supply and distribution agreements
Period for manufacturing product	2 years
Long-term Debt, Fiscal Year Maturity
Consideration payable on the first anniversary of the closing date	$ 2,000
Consideration payable on the second anniversary of the closing date	2,000
Consideration payable on the third anniversary of the closing date	3,000
Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash consideration	17,000
Total transaction cost
Asset purchase consideration paid at closing	10,000
Aggregate asset purchase consideration payable	7,000
Adjustment to net present value of asset purchase consideration payable	(703)
Present Value of Asset Purchase Consideration	16,297
Asset purchase transaction costs	500
Total transaction cost	16,797
Fair values
Inventory	994
Fixed assets	486
Total transaction cost	16,797
Fair Value, Measurements, Nonrecurring \| Developed technology
Fair values
Intangible assets	14,362
Fair Value, Measurements, Nonrecurring \| Trademarks
Fair values
Intangible assets	$ 955

Discontinued Operations - Disposal Group (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 17, 2018
Discontinued operations
Consideration received, fair value of ReShape Balloon product line assets transferred				$ 0
ReShape Balloon product line \| Discontinued operations sold
Discontinued operations
Assets associated with disposal group		$ 0	$ 0
ReShape Balloon product line \| Discontinued operations held-for-sale
Discontinued operations
Goodwill impairment	$ 13,200
Carrying values of ReShape Balloon product line assets at transaction date:
Inventory				670
Property and equipment, net				42
Other intangible assets, net				21,884
Current assets of discontinued operations				$ 22,596
Loss on disposal/impairment of discontinued operations	$ 22,600

Discontinued Operations - Components of Loss (Details) - Discontinued operations, held-for-sale or sold - ReShape Balloon product line $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Components of loss from discontinued operations
Revenue	$ 2,285
Loss from discontinued operations
Loss from discontinued operations before income taxes	(45,885)
Loss from discontinued operations, net of tax	$ (45,885)

Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Prepaid expenses and other current assets:
Prepaid contract research organization expenses	$ 1,356	$ 1,064
Prepaid insurance	190	58
Other current assets	165	147
Total prepaid expenses and other current assets	1,711	1,269
Accrued and other liabilities:
Accrued professional services	1,432	3,095
Payroll and benefits	1,021	1,146
Taxes	373
Equity transaction related liability	211
Customer Deposits	202
Accrued insurance premium	87
Other	495	588
Total accrued liabilities and other liabilities	$ 3,821	$ 4,829

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Property and equipment
Property and Equipment, Gross	$ 180	$ 3,205
Less accumulated depreciation and amortization	(164)	(3,141)
Property and equipment, net	16	64
Depreciation	40	242
Furniture and Fixtures
Property and equipment
Property and Equipment, Gross	83	2,342
Computer hardware and software
Property and equipment
Property and Equipment, Gross	78	782
Leasehold improvements
Property and equipment
Property and Equipment, Gross	$ 19	$ 81

Other Intangible Assets - Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Summary of identifiable intangible assets
Amortization period	10 years	10 years
Gross Carrying Amount	$ 16,483	$ 16,483
Accumulated amortization	(1,942)	(277)
Total finite-lived intangible assets	14,541	16,206
Indefinite-lived intangible assets	20,721	20,721
Gross carrying amount	30,616	37,204
Net book value	28,674	36,927
Impairment of intangible assets other than goodwill
Amortization expense	$ 1,666	$ 198
Developed technology
Summary of identifiable intangible assets
Amortization period	10 years	10 years
Gross Carrying Amount	$ 14,362	$ 14,362
Accumulated amortization	(1,496)	(60)
Total finite-lived intangible assets	$ 12,866	$ 14,302
Trademarks/Tradenames
Summary of identifiable intangible assets
Amortization period	10 years	10 years
Gross Carrying Amount	$ 2,045	$ 2,045
Accumulated amortization	(381)	(177)
Total finite-lived intangible assets	$ 1,664	$ 1,868
Covenant not to compete
Summary of identifiable intangible assets
Amortization period	3 years	3 years
Gross Carrying Amount	$ 76	$ 76
Accumulated amortization	(65)	(40)
Total finite-lived intangible assets	11	36
In-process research and development
Summary of identifiable intangible assets
Indefinite-lived intangible assets	$ 14,133	$ 20,721

Other Intangible Assets - Gross Amount and Accumulated Impairment Loss (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Other Intangible Assets
Gross amount	$ 20,721	$ 20,721
Accumulated impairment loss	(6,588)
Indefinite-lived intangible assets, net	$ 14,133	$ 20,721

Other Intangible Assets - Expected Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Estimated amortization of intangible assets
2020	$ 1,651
2021	1,641
2022	1,641
2023	1,641
2024	1,641
Thereafter	6,326
Total finite-lived intangible assets	$ 14,541	$ 16,206

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
Indefinite-lived intangible assets impairment	$ 6,600,000	$ 0
Discount rate	22.40%
Finite-lived intangible assets impairment	$ 0	0
Goodwill impairment		$ 14,000,000

Debt - Asset Purchase Consideration Payable (Details) - Secured debt $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Long-term debt
Current and noncurrent debt	$ 4.6	$ 6.3
Accretion of interest	$ 0.3
Discount rate
Long-term debt
Debt fair value measurement input (as a percent)	5.1

Debt - Convertible Subordinated Debentures (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Jun. 20, 2019 USD ($)	Mar. 29, 2019 USD ($) D item $ / shares	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Jun. 18, 2019 USD ($)	Mar. 28, 2019 $ / shares	Nov. 28, 2018 shares
Short-term debt
Purchase price			$ 2,000
Repayment of subordinated convertible debentures			2,200
Loss on extinguishment of debt			(71)
Embedded derivative liability		$ 500			$ 0
Warrant expense			$ 49,027	$ 145
Interest Expense
Short-term debt
Fair value adjustment of embedded derivative		500
Secured subordinated convertible debentures due June 28, 2019
Short-term debt
Purchase price		2,000
Face amount		$ 2,200
Original issue discount		10.00%
Carrying amount		$ 1,500
Repayment of subordinated convertible debentures	$ 2,200
Loss on extinguishment of debt	$ 100
Percentage of average of lowest two volume weighted average price of common stock		80.00%
Number of volume weighted average price of common stock \| item		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
November 28, 2018 Series A investor warrants
Short-term debt
Number of shares in exchange of warrant exercise \| shares							66,667
Exercise price of warrants (in dollars per share) \| $ / shares		$ 1.20				$ 180.00
Warrant expense		$ 100
November 28, 2018 Series A investor warrants \| Risk-free interest rate
Short-term debt
Warrant fair value measurement inputs (as a percent)		2.2
November 28, 2018 Series A investor warrants \| Expected term
Short-term debt
Warrants term		4 years 8 months 12 days
November 28, 2018 Series A investor warrants \| Expected dividends
Short-term debt
Warrant fair value measurement inputs (as a percent)		0.0
November 28, 2018 Series A investor warrants \| Expected volatility
Short-term debt
Warrant fair value measurement inputs (as a percent)		204.4

Leases - Supplemental Information (Details) $ in Thousands	12 Months Ended
Leases - Supplemental Information (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Leases
Operating lease costs	$ 400
Balance Sheet Information related to operating leases
Operating lease ROU assets	758
Operating lease liabilities, current portion	291
Operating lease liabilities, long-term portion	477
Total operating lease liabilities	768
Cash Flow Information related to operating leases
Cash paid for amounts included in the measurement of operating leases liabilities	$ 432

Leases - Maturities of Liabilities (Details) $ in Thousands	Dec. 31, 2019 USD ($)
Maturities of operating lease liabilities
2020	$ 323
2021	331
2022	166
Total lease payments	820
Less: imputed interest	52
Total lease liabilities	$ 768
Weighted-average remaining lease term at end of period (in years)	2 years 4 months 24 days
Weighted-average discount rate at end of period	5.10%

Leases - Future Minimum Lease Payments (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)
Rent expense for all operating leases
Total rent expense	$ 800
2019	449
2020	332
2021	331
2022	166
Total	$ 1,278

Equity - Down Round Features (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2018 USD ($)	Dec. 31, 2019 $ / shares
Equity
Down round adjustment for convertible preferred stock and warrants	$ 3,079
Down round adjustment for convertible preferred stock	200
Down round adjustment for warrants	$ 2,900
Warrant with down round features
Equity
Exercise price of warrants (in dollars per share) \| $ / shares		$ 2.40
Warrant with down round features \| Risk-free interest rate \| Minimum
Equity
Warrant fair value measurement inputs (as a percent)	2.13
Warrant with down round features \| Risk-free interest rate \| Maximum
Equity
Warrant fair value measurement inputs (as a percent)	2.96
Warrant with down round features \| Expected term \| Minimum
Equity
Warrants term	1 year
Warrant with down round features \| Expected term \| Maximum
Equity
Warrants term	9 years 4 months 24 days
Warrant with down round features \| Expected dividends
Equity
Warrant fair value measurement inputs (as a percent)	0.00
Warrant with down round features \| Expected volatility \| Minimum
Equity
Warrant fair value measurement inputs (as a percent)	111.63
Warrant with down round features \| Expected volatility \| Maximum
Equity
Warrant fair value measurement inputs (as a percent)	293.32

Equity - Issuance of stock and warrants (Details) $ / shares in Units, $ in Thousands									1 Months Ended	12 Months Ended
	Sep. 23, 2019 USD ($) $ / shares shares	Jun. 18, 2019 USD ($) $ / shares shares	Nov. 28, 2018 USD ($) item $ / shares shares	Aug. 03, 2018 USD ($) $ / shares shares	Jul. 12, 2018 USD ($) $ / shares shares	Jun. 21, 2018 USD ($) $ / shares shares	Jun. 09, 2018 USD ($) $ / shares shares	Apr. 03, 2018 USD ($) $ / shares shares	Apr. 30, 2019 shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) shares	Mar. 29, 2019 $ / shares	Sep. 20, 2018 $ / shares shares	Jun. 20, 2018 shares
Equity
Proceeds from exercise of warrants \| $										$ 142	$ 513
Warrants expired (in shares)										139	1
Private placements
Equity
Net proceeds from issuance of stock \| $		$ 6,900
Registered direct offering
Equity
Number of healthcare focused institutional investors \| item			2
Net proceeds from issuance of stock \| $			$ 9,100	$ 500	$ 2,200	$ 1,300	$ 1,200	$ 5,100
Redemption of convertible preferred stock \| $						$ 500
Series A warrants
Equity
Warrant exercise price (in dollars per share) \| $ / shares												$ 1.20
Series A warrants \| Private placements
Equity
Warrant exercise price (in dollars per share) \| $ / shares		$ 2.64
Series A warrants \| Registered direct offering
Equity
Number of shares in exchange of warrant exercise			66,667
Warrant exercise price (in dollars per share) \| $ / shares			$ 180.00
Series B warrants \| Private placements
Equity
Warrant exercise price (in dollars per share) \| $ / shares		2.40
Prefunded warrants \| Registered direct offering
Equity
Purchase price (in dollars per share) \| $ / shares			148.80
Warrant exercise price (in dollars per share) \| $ / shares			$ 1.20
Series C pre-funded warrants \| Private placements
Equity
Warrant exercise price (in dollars per share) \| $ / shares		$ 0.12
Placement agent warrants \| Registered direct offering
Equity
Number of shares in exchange of warrant exercise			4,667
Warrant exercise price (in dollars per share) \| $ / shares			$ 187.50
Unregistered Shares \| Series E warrants \| Private placements
Equity
Number of shares in exchange of warrant exercise	3,333,334
Series D convertible preferred stock
Equity
Redemption of stock (in shares)						500
Preferred stock outstanding														5,250
Common Stock \| Private placements
Equity
Number of shares in exchange of warrant exercise	69,167
Stock issued (in shares)		130,000
Purchase price (in dollars per share) \| $ / shares		$ 2.40
Common Stock \| Registered direct offering
Equity
Stock issued (in shares)			5,584	60	74	28	23
Purchase price (in dollars per share) \| $ / shares			$ 150.00	$ 10,080.00	$ 34,440.00	$ 51,576.00	$ 65,856.00
Common Stock \| Series A warrants \| Private placements
Equity
Number of shares in exchange of warrant exercise		3,333,334
Common Stock \| Series B warrants \| Private placements
Equity
Number of shares in exchange of warrant exercise		3,333,334
Common Stock \| Series C pre-funded warrants \| Private placements
Equity
Number of shares in exchange of warrant exercise		3,203,334
Common Stock \| Investor Warrants \| Registered direct offering
Equity
Purchase price (in dollars per share) \| $ / shares					$ 2,100.00	$ 2,100.00	$ 2,100.00
Common Stock \| Placement agent warrants \| Private placements
Equity
Number of shares in exchange of warrant exercise		233,334
Warrant exercise price (in dollars per share) \| $ / shares		$ 3.00
Warrants
Equity
Number of shares in exchange of warrant exercise													119
Warrant exercise price (in dollars per share) \| $ / shares													$ 756.00
Warrants \| Private placements
Equity
Proceeds from exercise of warrants \| $	$ 6,900
Warrants \| Series B warrants \| Private placements
Equity
Number of warrants to be exercised early	3,333,334
Warrants \| Prefunded warrants \| Registered direct offering
Equity
Number of shares in exchange of warrant exercise			61,084
Warrants \| Series C pre-funded warrants \| Private placements
Equity
Purchase price (in dollars per share) \| $ / shares		$ 2.28
Warrants \| Series F prefunded warrants \| Private placements
Equity
Number of shares in exchange of warrant exercise	3,264,167
Warrants \| Series E warrants
Equity
Term of warrants	5 years
Warrants \| Series E warrants \| Private placements
Equity
Warrant exercise price (in dollars per share) \| $ / shares	$ 6.00
Warrants \| Investor Warrants
Equity
Warrants expired (in shares)									137
Warrants \| Investor Warrants \| Registered direct offering
Equity
Number of shares in exchange of warrant exercise				60	74	28	17	139
Warrant exercise price (in dollars per share) \| $ / shares				$ 18,480.00	$ 34,608.00	$ 51,744.00	$ 66,024.00	$ 189,000.00
Warrants \| Placement agent warrants
Equity
Warrant exercise price (in dollars per share) \| $ / shares	$ 6.00
Number of warrants issued	233,334
Warrants \| Placement agent warrants \| Registered direct offering
Equity
Number of shares in exchange of warrant exercise				5	6	2	2
Warrant exercise price (in dollars per share) \| $ / shares				$ 12,600.00	$ 45,679.20	$ 67,032.00	$ 84,168.00
Preferred Stock \| Series D convertible preferred stock
Equity
Redemption of stock (in shares)											(500)
Preferred Stock \| Series D convertible preferred stock \| Registered direct offering
Equity
Stock issued (in shares)								6,000
Purchase price (in dollars per share) \| $ / shares								$ 1,000

Equity - 2018 At-the-Market Offering (Details) - USD ($) $ / shares in Units, $ in Millions	2 Months Ended	12 Months Ended
	Nov. 28, 2018	Dec. 31, 2018	Sep. 23, 2019	Sep. 20, 2018
At The Market Offering
Equity
Net proceeds from issuance of stock	$ 13.4
Common Stock \| At The Market Offering
Equity
Stock issued (in shares)	52,197	52,197
Common Stock \| At The Market Offering \| Weighted Average
Equity
Purchase price (in dollars per share)	$ 286.80
Warrants
Equity
Number of shares in exchange of warrant exercise				119
Warrant exercise price (in dollars per share)				$ 756.00
Warrants \| Placement agent warrants
Equity
Warrant exercise price (in dollars per share)			$ 6.00
Warrants \| At The Market Offering \| Placement agent warrants
Equity
Number of shares in exchange of warrant exercise	3,654
Warrants \| At The Market Offering \| Placement agent warrants \| Minimum
Equity
Warrant exercise price (in dollars per share)	$ 151.80
Warrants \| At The Market Offering \| Placement agent warrants \| Maximum
Equity
Warrant exercise price (in dollars per share)	$ 897.06

Equity - September 2018 issuance and exchange (Details) - USD ($) $ / shares in Units, $ in Millions		12 Months Ended
	Sep. 20, 2018	Dec. 31, 2018	Sep. 23, 2019
Conversion of series D preferred stock into common stock \| Series D convertible preferred stock
Conversion of stock
Shares converted	1,491	5,500
September 2018 public offering
Equity
Net proceeds from issuance of stock	$ 0.4
Common Stock \| Conversion of series D preferred stock into common stock
Conversion of stock
Shares issued on conversion	237	903
Common Stock \| September 2018 public offering
Equity
Stock issued (in shares)	696	696
Purchase price (in dollars per share)	$ 756.00
Warrants
Equity
Number of shares in exchange of warrant exercise	119
Warrant exercise price (in dollars per share)	$ 756.00
Warrants \| Placement agent warrants
Equity
Warrant exercise price (in dollars per share)			$ 6.00
Warrants \| September 2018 public offering
Equity
Number of shares in exchange of warrant exercise	348
Warrant exercise price (in dollars per share)	$ 756.00
Warrants \| September 2018 public offering \| Placement agent warrants
Equity
Number of shares in exchange of warrant exercise	49
Warrant exercise price (in dollars per share)	$ 945.00

Equity - Conversions of stock (Details) $ / shares in Units, $ in Millions			12 Months Ended
	Feb. 01, 2019 $ / shares shares	Sep. 20, 2018 shares	Dec. 31, 2019 USD ($) item $ / shares shares	Dec. 31, 2018 $ / shares shares	Jun. 20, 2018 shares	Apr. 03, 2018 $ / shares
Series B convertible preferred stock
Equity
Par value (in dollars per share) \| $ / shares			$ 0.01	$ 0.01
Preferred stock outstanding			3	159
Series D convertible preferred stock
Equity
Preferred stock outstanding					5,250
Series C convertible preferred stock
Equity
Par value (in dollars per share) \| $ / shares			$ 0.01	$ 0.01
Shares issuable upon conversion of preferred stock			38
Preferred stock outstanding			95,388	95,388
Number of voting rights \| item			0
Preferred stock liquidation preference per share \| $ / shares			$ 274.88
Preferred stock liquidation preference, value \| $			$ 26.2
Common Stock
Equity
Preferred stock liquidation preference per share \| $ / shares			$ 692,691.05
Conversion of series D preferred stock into common stock \| Series D convertible preferred stock
Equity
Shares converted		1,491		5,500
Common Stock \| Series E convertible preferred stock
Equity
Shares issuable upon conversion of preferred stock	1
Common Stock \| Series B convertible preferred stock
Equity
Shares issuable upon conversion of preferred stock			1,250
Common Stock \| Conversion of common stock into series E preferred stock
Equity
Shares converted	9,993
Common Stock \| Conversion of series B preferred stock into common stock
Equity
Shares issued on conversion			1,040	3,970
Common Stock \| Conversion of series D preferred stock into common stock
Equity
Shares issued on conversion		237		903
Preferred Stock \| Series E convertible preferred stock
Equity
Par value (in dollars per share) \| $ / shares	$ 0.01
Preferred Stock \| Series B convertible preferred stock
Equity
Preferred stock outstanding			3
Preferred Stock \| Series D convertible preferred stock
Equity
Par value (in dollars per share) \| $ / shares						$ 0.01
Preferred Stock \| Conversion of common stock into series E preferred stock \| Series E convertible preferred stock
Equity
Shares issued on conversion	1,192,000
Preferred Stock \| Conversion of series B preferred stock into common stock \| Series B convertible preferred stock
Equity
Shares converted			156	5,896

Warrants - Activity (Details) - shares	12 Months Ended
Warrants - Activity (Details) - shares	Dec. 31, 2019	Dec. 31, 2018
Warrants.
Balance (in shares)	127,540	57
Issued (in shares)	16,934,170	136,916
Exercised (in shares)	(3,451,642)	(9,432)
Cancelled (in shares)	(139)	(1)
Balance (in shares)	13,609,929	127,540

Warrants - Activity - Additional Information (Details)				1 Months Ended		12 Months Ended
Warrants - Activity - Additional Information (Details)	Nov. 12, 2019 USD ($)	Mar. 29, 2019 USD ($)	May 24, 2018 USD ($) $ / shares shares	Jun. 30, 2019 shares	Aug. 31, 2018 shares	Dec. 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($) $ / shares shares	Sep. 30, 2019 shares	Nov. 30, 2018 shares	Nov. 28, 2018 shares	Dec. 31, 2017 shares
Warrants
Issued (in shares)						16,934,170	136,916
Warrants exercised (in shares)						3,451,642	9,432
Additional warrant expense \| $						$ 49,027,000	$ 145,000
Outstanding (in shares)						13,609,929	127,540				57
Warrant Expense \| $						$ 49,027,000	$ 145,000
Series A warrants
Warrants
Outstanding (in shares)									66,667
Placement agent warrants
Warrants
Outstanding (in shares)									4,667
Institutional Investors
Warrants
Warrants exercised (in shares)					8
Outstanding (in shares)							4,498
June 2019 series C prefunded warrants
Warrants
Issued (in shares)						6,467,501
November 2018 prefunded warrants
Warrants
Issued (in shares)							61,084
Warrants exercised (in shares)						(51,667)	(9,417)
Warrants exercised (in dollars per share) \| $ / shares						$ 1.20	$ 1.20
November 28, 2018 Series A investor warrants
Warrants
Warrants exercised (in shares)						66,666
Warrants exercised (in dollars per share) \| $ / shares						$ 1.20
Additional warrant expense \| $		$ 100,000
Warrants issued										66,667
November 28, 2018 Series A investor warrants \| Risk-free interest rate
Warrants
Warrant fair value measurement inputs (as a percent)		2.2
November 28, 2018 Series A investor warrants \| Expected term
Warrants
Warrants term		4 years 8 months 12 days
November 28, 2018 Series A investor warrants \| Expected dividends
Warrants
Warrant fair value measurement inputs (as a percent)		0.0
November 28, 2018 Series A investor warrants \| Expected volatility
Warrants
Warrant fair value measurement inputs (as a percent)		204.4
Investor inducement warrants
Warrants
Warrants exercised (in shares)			7
Warrants exercised (in dollars per share) \| $ / shares			$ 97,650.00
Additional warrant expense \| $							$ 100,000
Investor inducement warrants \| Risk-free interest rate \| Minimum
Warrants
Warrant fair value measurement inputs (as a percent) \| $			2.28
Investor inducement warrants \| Risk-free interest rate \| Maximum
Warrants
Warrant fair value measurement inputs (as a percent) \| $			2.65
Investor inducement warrants \| Expected term \| Minimum
Warrants
Warrants term			1 year
Investor inducement warrants \| Expected term \| Maximum
Warrants
Warrants term			3 years 8 months 12 days
Investor inducement warrants \| Expected dividends
Warrants
Warrant fair value measurement inputs (as a percent) \| $			0
Investor inducement warrants \| Expected volatility \| Minimum
Warrants
Warrant fair value measurement inputs (as a percent) \| $			120.44
Investor inducement warrants \| Expected volatility \| Maximum
Warrants
Warrant fair value measurement inputs (as a percent) \| $			142.78
Warrant with down round features \| Risk-free interest rate \| Minimum
Warrants
Warrant fair value measurement inputs (as a percent)							2.13
Warrant with down round features \| Risk-free interest rate \| Maximum
Warrants
Warrant fair value measurement inputs (as a percent)							2.96
Warrant with down round features \| Expected term \| Minimum
Warrants
Warrants term							1 year
Warrant with down round features \| Expected term \| Maximum
Warrants
Warrants term							9 years 4 months 24 days
Warrant with down round features \| Expected dividends
Warrants
Warrant fair value measurement inputs (as a percent)							0.00
Warrant with down round features \| Expected volatility \| Minimum
Warrants
Warrant fair value measurement inputs (as a percent)							111.63
Warrant with down round features \| Expected volatility \| Maximum
Warrants
Warrant fair value measurement inputs (as a percent)							293.32
June 2019 series A warrants \| Institutional Investors
Warrants
Warrants issued				3,333,333
Class Of Warrant Investors Issued 13 June 2019 Seriesa And Seriesb [Member]
Warrants
Reclassification of warrants \| $	$ 64,000,000
Additional warrant expense \| $	23,400,000
Warrant liability \| $	16,000,000
Warrant Expense \| $	8,300,000
June 2019 Series B warrants
Warrants
Warrants exercised (in shares)				3,333,334
June 2019 Series B warrants \| Institutional Investors
Warrants
Warrants issued				3,333,334
September 2019 Series E warrants
Warrants
Warrant liability \| $	24,600,000
Warrant Expense \| $	$ 17,200,000
September 2019 Series E warrants \| Institutional Investors
Warrants
Warrants issued								3,333,334
June and September 2019 placement agent warrants
Warrants
Warrants issued				466,668				466,668

Warrants - Warrant assumptions (Details)	Dec. 31, 2019 Y shares	Nov. 12, 2019 Y shares	Dec. 31, 2018 shares	Nov. 30, 2018 shares	Dec. 31, 2017 shares
Class of Warrant or Right [Line Items]
Warrants Outstanding (in shares) \| shares	13,609,929		127,540		57
Series A warrants
Class of Warrant or Right [Line Items]
Warrants Outstanding (in shares) \| shares				66,667
Series A warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants Outstanding (in shares) \| shares		3,333,333
Series E warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants Outstanding (in shares) \| shares		3,333,334
Series F warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants Outstanding (in shares) \| shares		3,264,167
June 2019 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants Outstanding (in shares) \| shares		233,334
September 2019 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants Outstanding (in shares) \| shares		233,334
Strike Price \| Series A warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	2.64
Strike Price \| Series A warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		2.64
Strike Price \| Series B warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	2.40
Strike Price \| Series E warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	6.00
Strike Price \| Series E warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		6.00
Strike Price \| Series F warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	0.12
Strike Price \| Series F warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		0.12
Strike Price \| June 2019 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		3.00
Strike Price \| September 2019 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		6.00
Expected volatility \| Series A warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	164.1
Expected volatility \| Series A warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		93.5
Expected volatility \| Series B warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	164.1
Expected volatility \| Series E warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	93.2
Expected volatility \| Series E warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		93.5
Expected volatility \| Series F warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	93.2
Expected volatility \| Series F warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		93.5
Expected volatility \| June 2019 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		93.5
Expected volatility \| September 2019 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		93.5
Expected term \| Series A warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	5.22
Expected term \| Series A warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		5.1
Expected term \| Series B warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	1.22
Expected term \| Series E warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	5.11
Expected term \| Series E warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		5.1
Expected term \| Series F warrants \| Monte Carlo Simulation Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)	5.11
Expected term \| Series F warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		5.1
Expected term \| June 2019 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		4.7
Expected term \| September 2019 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		4.9
Risk-free interest rate \| Series A warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		1.73
Risk-free interest rate \| Series E warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		1.73
Risk-free interest rate \| Series F warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		1.73
Risk-free interest rate \| June 2019 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		1.73
Risk-free interest rate \| September 2019 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs (as a percent)		1.73

Revenue Disaggregation and Operating Segments - Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenue Recognition
Revenue	$ 15,089	$ 607
Restocking fee (as a percent)	10.00%
Warranty term	30 days
Practical Expedients	true
Minimum
Revenue Recognition
Payment term of contract with customers	30 days
Maximum
Revenue Recognition
Payment term of contract with customers	60 days
US
Revenue Recognition
Revenue	$ 13,309	604
Outside US
Revenue Recognition
Revenue	1,780	3
Lap-Band product
Revenue Recognition
Revenue	$ 15,089	450
Lap-Band product \| Maximum
Revenue Recognition
Threshold period for right to return or exchange products purchased	30 days
Lap-Band product \| US
Revenue Recognition
Revenue	$ 13,309	447
Lap-Band product \| Outside US
Revenue Recognition
Revenue	$ 1,780	3
ReShape vBloc product
Revenue Recognition
Revenue		157
Warranty term	5 years
ReShape vBloc product \| US
Revenue Recognition
Revenue		$ 157
Revenues \| Geographic area \| Australia
Revenue Recognition
Percentage of total	7.70%

Revenue Disaggregation and Operating Segments - Operating Segments (Details)	12 Months Ended		15 Months Ended
	Dec. 31, 2019 USD ($) segment	Dec. 31, 2018 USD ($)	Dec. 31, 2019 USD ($)
Operating segments
Number of Operating Segments \| segment	2
Revenue	$ 15,089,000	$ 607,000
Gross profit	9,305,000	443,000
ReShape vBloc
Operating segments
Revenue			$ 0
Operating segments \| ReShape Vest segment
Operating segments
Revenue	0	0
Gross profit	$ 0	$ 0

Stock-based Compensation - Plan Description (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Jan. 01, 2020
2003 Stock Incentive Plan, as amended and restated
Stock-based compensation
Number of additional shares authorized		26
Number of shares authorized for plan as a percentage of stock outstanding	15.00%
Shares authorized	30,200		2,100,443
Shares available for grant			2,100,397
2003 Stock Incentive Plan, as amended and restated \| Minimum
Stock-based compensation
Purchase price of common stock (as a percent)	100.00%
2003 Stock Incentive Plan, as amended and restated \| Principal (10 percent) owner \| Minimum
Stock-based compensation
Purchase price of common stock (as a percent)	110.00%
2003 Stock Incentive Plan, as amended and restated \| Stock options
Stock-based compensation
Award vesting period	4 years
2003 Stock Incentive Plan, as amended and restated \| Stock options \| Maximum
Stock-based compensation
Option expiration period	10 years
Inducement grants \| Maximum
Stock-based compensation
Award vesting period	4 years

Stock-based Compensation - Stock Option Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Stock options
Outstanding
Options granted (in shares)	0
2003 Stock Incentive Plan, as amended and restated
Outstanding
Beginning balance (in shares)	28	12
Options granted (in shares)		16
Ending balance (in shares)	28	28
Exercisable (in shares)	17
Vested and expected to vest (in shares)	28
Weighted-Average Exercise Price
Options granted (in dollars per share)		$ 164,566.19
Outstanding (in dollars per share)	$ 2,957,210.16	$ 2,957,210.16	$ 6,448,015.13
Exercisable (in dollars per share)	4,579,286.97
Vested and expected to vest (in dollars per share)	$ 2,957,210.16
Weighted-Average Remaining Contractual Term
Outstanding	7 years 7 months 6 days
Exercisable	7 years 7 months 6 days
Vested and expected to vest	7 years 10 months 24 days
Intrinsic value
Outstanding (in dollars)	$ 0
Exercisable (in dollars)	0
Vested and expected to vest (in dollars)	$ 0
Inducement grants
Outstanding
Beginning balance (in shares)	18	8
Options granted (in shares)		10
Ending balance (in shares)	18	18
Exercisable (in shares)	18
Vested and expected to vest (in shares)	18
Weighted-Average Exercise Price
Options granted (in dollars per share)		$ 113,808.24
Outstanding (in dollars per share)	$ 352,876.06	$ 352,876.06	$ 651,710.83
Exercisable (in dollars per share)	352,876.06
Vested and expected to vest (in dollars per share)	$ 352,876.06
Weighted-Average Remaining Contractual Term
Outstanding	8 years 1 month 6 days
Exercisable	8 years 1 month 6 days
Vested and expected to vest	8 years 1 month 6 days
Intrinsic value
Outstanding (in dollars)	$ 0
Exercisable (in dollars)	0
Vested and expected to vest (in dollars)	$ 0

Stock-based Compensation - Fair Value Disclosures (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018 USD ($)
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	$ 3.5

Stock-based Compensation - Expense for Stock-Based Awards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Compensation expense recognized
Stock-based compensation expense	$ 2,311	$ 3,098
Total unrecognized compensation costs related to unvested awards	$ 2,000
Weighted-average period of recognition for unrecognized compensation costs related to unvested awards	2 years 2 months 12 days
Selling and marketing
Compensation expense recognized
Stock-based compensation expense	$ 151	269
General and Administrative [Member]
Compensation expense recognized
Stock-based compensation expense	2,115	2,655
Research and development
Compensation expense recognized
Stock-based compensation expense	$ 45	$ 174

Income Taxes - Income Tax Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Deferred:
Federal	$ (276)	$ (3,586)
State	(867)	138
Deferred income tax benefit	(1,143)	(3,448)
Current:
State	18	1
Foreign	232
Total income tax benefit, net	$ 893	$ 3,447

Income Taxes - Tax Rate Reconciliation (Details)	12 Months Ended
Income Taxes - Tax Rate Reconciliation (Details)	Dec. 31, 2019	Dec. 31, 2018
Income Taxes
Income tax benefit at U.S. federal statutory rate	21.00%	21.00%
State income tax benefit, net of federal benefit	3.90%
Other permanent differences	(14.90%)	(0.40%)
Goodwill impairment		(7.60%)
Research and development credit	(0.20%)	0.90%
Change in state tax rate		(1.10%)
Foreign rate differential	(0.10%)
Other adjustments	0.30%
Change in valuation allowance	(8.80%)	(3.90%)
Effective income tax rate	1.20%	8.90%

Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets (liabilities):
Start-up costs	$ 1,208	$ 1,239
Capitalized research and development costs	612	728
Reserves and accruals	8,180	7,465
Property and equipment	55
Research and development credit	1,194	1,334
Lease liability	118
State and local taxes	4
Net operating loss carryforwards	27,860	22,721
Total gross deferred tax assets	39,231	33,487
Valuation allowance	(36,349)	(29,904)
Deferred tax assets, net of valuation allowance	2,882	3,583
Intangible assets	(3,396)	(5,385)
Operating lease right-of-use assets	(188)
Property and equipment		(42)
Total gross deferred tax liabilities	(3,584)	(5,427)
Net deferred tax liability	(702)	(1,844)
Net deferred tax liability
Deferred tax liability associated with indefinite-lived intangible asset	3,500	5,100
U.S. federal
Net deferred tax liability
Deferred tax asset associated with net operating loss carryforwards that do not expire	2,400	$ 3,300
State
Net deferred tax liability
Deferred tax asset associated with net operating loss carryforwards that do not expire	$ 400

Income Taxes - Carryforwards and Limitations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income taxes
Tax credit carryforwards subject to expiration and IRC Section 382 limitation		$ 3,500
Other future tax deductible amounts subject to IRC Section 382 limitation		40,800
Reduction in deferred tax assets for tax effect of lost benefits under IRC Section 382		67,200
Reduction in deferred tax valuation allowance for tax effect of lost benefits under IRC Section 382		67,200
Minimum
Income taxes
Percentage of change in ownership	50.00%
State
Income taxes
Net operating loss carryforwards amount		200
Foreign
Income taxes
Net operating loss carryforwards amount	$ 220,900	198,300
U.S. federal
Income taxes
Net operating loss carryforwards amount	68,000	47,500
Net operating loss carryforwards subject to expiration and IRC Section 382 limitation	$ 1,200	$ 300

Commitments and Contingencies - Litigation (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2019 USD ($) installment	Dec. 31, 2018 USD ($)	Jul. 26, 2018 $ / shares	Jul. 12, 2018 $ / shares	Apr. 30, 2018 $ / shares
Employee Arrangements and Other Compensation
Severance benefits payable	$ 1.7
Purchase Commitments
Purchase commitments	0.8
August 2017 investor warrants
Purchase Commitments
Exercise price of warrants (in dollars per share) \| $ / shares					$ 1,575.00
Series B convertible preferred stock
Purchase Commitments
Conversion price (in dollars per share) \| $ / shares					$ 189,000.00
Accrued Liabilities [Member]
Employee Arrangements and Other Compensation
Accrued performance bonuses	0.6	$ 0.3
Alpha litigation \| August 2017 investor warrants \| Maximum
Purchase Commitments
Exercise price of warrants (in dollars per share) \| $ / shares				$ 420.00
Alpha litigation \| Series B convertible preferred stock \| Maximum
Purchase Commitments
Conversion price (in dollars per share) \| $ / shares				$ 50,400.00
Iroquois litigation \| April 3, 2018 investor warrants
Purchase Commitments
Exercise price of warrants (in dollars per share) \| $ / shares			$ 189.00
Iroquois litigation \| Series D convertible preferred stock
Purchase Commitments
Conversion price (in dollars per share) \| $ / shares			$ 22,680.00
Fulfillium litigation
Purchase Commitments
Amount awarded in cash	1.5
Cash paid	0.5
Amount payable	$ 1.0
Number of quarterly installments \| installment	4
Contingent loss settlement	$ 1.5

Subsequent Events (Details)	Feb. 28, 2020
Subsequent events
Target percentage for participants	12.75%
Term of change in Control Plan	10 years
Senior Management Team
Subsequent events
Target percentage for participants	7.75%
Barton Bandy
Subsequent events
Target percentage for participants	4.00%
Thomas Stankovich
Subsequent events
Target percentage for participants	1.25%
Other senior management team members as a group
Subsequent events
Target percentage for participants	2.50%
Board
Subsequent events
Target percentage for participants	5.00%
Dan Gladney
Subsequent events
Target percentage for participants	2.00%
Gary Blackford
Subsequent events
Target percentage for participants	1.00%
Lori McDougal
Subsequent events
Target percentage for participants	1.00%
Arda Minocherhomjee
Subsequent events
Target percentage for participants	1.00%

Subsequent Events - Financing (Details) - Subsequent Event - Credit Agreement $ / shares in Units, $ in Thousands	Apr. 24, 2020 USD ($)	Mar. 25, 2020 USD ($) item $ / shares shares	Apr. 15, 2020 $ / shares shares	Mar. 31, 2020 $ / shares
Subsequent Event [Line Items]
Agreement amount		$ 3,500
Amount received	$ 1,000	2,500
Additional borrowing amount		$ 1,000
Closing period		30 days
Threshold period to draw additional amount		5 months
Maximum amount per draw		$ 500
Debt instrument, term		6 months
Debt Instrument, Basis Spread on Variable Rate		2.50%
Warrants Purchased \| shares			5,085,834
Warrant exercise price (in dollars per share) \| $ / shares			$ 0.12
Interest rate (as a percent)	1.00%
Series G Warrants
Subsequent Event [Line Items]
Warrants Purchased \| shares		1,200,000
Warrant exercise price (in dollars per share) \| $ / shares		$ 3.70		$ 3.70
Warrants issued \| shares		1,200,000
Exercise price per share of common stock \| item		2
Warrants trading days		10 days