0001558370-23-006079 | 10-K | XBRL Viewer

Subsequent Events

12 Months Ended

Dec. 31, 2022

(19)

Subsequent Events

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, except as described below.

On March 13, 2023 we entered into a lease for approximately 5,038 square feet at 18 Technology Drive, Suite 110, Irvine, California 92618 and intend to relocate our principal executive offices from our current San Clemente, California

location to the Irvine, California location. The Irvine California lease has a term of 36 months commencing on May 1, 2023.

Silicon Valley Bank (SVB) was closed on March 10, 2023, by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect depositors, the FDIC transferred all the deposits and substantially all of the assets of SVB to Silicon Valley Bridge Bank, N.A., a newly formed bridge bank that will be operated by the FDIC as it markets the institution to potential bidders. On March 12, 2023, the Department of the Treasury, Federal Reserve, and FDIC (collectively, the Agencies) announced that they were invoking the Systemic Risk Exception to the Federal Deposit Insurance Act to permit the FDIC to take action to fully protect all depositors of SVB, regardless of their deposit insurance coverage. In addition, the Agencies also announced that SVB depositors would have access to all their money starting March 13, 2023.

On March 10, 2023, the Company held approximately $9.7 million of insured and uninsured deposits at SVB. As of April 11, 2023, the Company transferred funds of approximately $7.0 million to Bank of America and $1.4 million remains deposited at SVB.

On February 8, 2023, the Company closed a public offering of 1,275,000 units, with each consisting of one share of its common stock, or one pre-funded warrant to purchase one share of its common stock, and one warrant to purchase one-half shares of its common stock. Each unit was sold at public offering price of $8.00. The warrants in the units are immediately exercisable at a price of $8.00 per share and expire five years from the date of issuance. Alternatively, each warrant can be exercised pursuant to the “alternative cashless exercise” provision, to which the holders would receive an aggregate number of shares of common stock equal the product of (x) the aggregate number of shares of common stock that would be issuable upon a cash exercise and (y) 0.50. The shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants were only purchasable together in this offering, but were issued separately and immediately separable upon issuance.

Gross proceeds, before deducting underwriting discounts and commissions and estimated offering expenses, are approximately $10.2 million. The Company intends to use the net proceeds of this offering to continue implementation of its growth strategies, for working capital and general corporate purposes.

The Company also granted the underwriters an option to purchase an additional 191,250 shares of common stock and/or additional warrants to purchase up to 286,875 shares of common stock, to cover over-allotments, of which Maxim Group LLC exercised its option to purchase additional warrants to purchase 286,875 shares of common stock.

Supplemental Balance Sheet Information (as Restated) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Inventory:
Raw materials	$ 832				$ 829
Sub-assemblies	864				682
Finished goods	1,915				1,492
Total inventory	3,611				3,003
Prepaid expenses and other current assets:
Prepaid insurance	78				419
Prepaid advertising and marketing	3				698
Other current assets	84				188
Total prepaid expenses and other current assets	165	$ 610	$ 953	$ 1,443	1,305	$ 1,317	$ 1,069
Accrued and other liabilities:
Payroll and benefits	1,829				1,527
Accrued legal settlements	1,775				180
Customer deposits	510				549
Taxes	119				326
Accrued insurance premium					301
Accrued professional	316				300
Other liabilities	491				185
Total accrued and other liabilities	$ 5,040	$ 4,867	$ 5,833	$ 3,482	$ 3,368

Stock-based Compensation (as Restated) - Expense for Stock-Based Awards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Compensation expense recognized
Stock-based compensation expense	$ 2,087	$ 12,227
Sales and marketing
Compensation expense recognized
Stock-based compensation expense	280	949
General and administrative expense
Compensation expense recognized
Stock-based compensation expense	1,494	10,126
Research and development
Compensation expense recognized
Stock-based compensation expense	$ 313	$ 1,152

Warrants

12 Months Ended

Dec. 31, 2022

Warrants.

Warrants

(14)

Warrants

The Company’s grants of warrants to purchase common stock are primarily in connection with equity and debt financings. See Note 13 for additional information about equity financings and the related issuance of warrants. Warrant activity was as follows:





	Shares
Balance December 31, 2020	161,050
Obtained due to merger	17,505	⁽¹⁾
Issued	138,215	⁽²⁾
Exercised	(177,723)	⁽³⁾
Cancelled	—
Balance December 31, 2021	139,047
Issued	145,192	⁽⁴⁾
Exercised	(84,614)	⁽⁵⁾
Cancelled	(6,149)
Balance December 31, 2022	193,476

(1)	Obalon’s warrants outstanding at the time of the merger with the 1-for-3 reverse stock split adjustment. In addition, this amount includes,10,098 warrants converted into common shares in July of 2021, see Note 13 for further details.

(2)	Warrants issued in 2021 includes 11,274 of Series G warrants and 126,941 of warrants issued to various institutional investors.

(3)

Warrants exercised in 2021 includes 37,581 Series A warrants at an exercise price of $234.00 per share, 1,285 Series C pre-funded warrants at an exercise price of $10.50 per share, 37,581 Series E warrants at an exercise price of $300.00 per share, 7,754 Series F pre-funded warrants at an exercise price of $10.50 per share, and 83,428 Series G warrants with exercise prices ranging from $288.50 per share to $300.00 per share, and an exchange of 10,098 warrants for common stock.

(4)	Warrants issued in 2022 includes 74,773 reload warrants, 57,693 common stock purchase warrants, 2,885 representative’s warrants, and 9,841 pre-funded warrants.

(5)	Warrants exercised in 2022 includes 74,773 reload warrants at an exercise price of $33.33 per share, and 9,841 pre-funded warrants at an exercise price of $0.05 per share.

Warrant Assumptions – 2022 Warrants Issued

The following table provides the assumptions used to calculate the fair value of the new warrants issued during 2022, using a Black-Scholes model:


	Warrants		Strike Price	Volatility		Remaining Life	Risk Free Rate
Reload warrants - June 2022	74,773	$	33.33	64.8	%	7.5	3.32	%
Reload warrants - November 2022	57,693	$	15.00	84.3	%	5.5	4.21	%
Representative's warrants	2,885	$	15.00	84.3	%	5.0	4.23	%
Pre-funded warrants	9,841	$	0.05	84.3	%	5.5	4.21	%

Warrant Assumptions – 2021 Warrants Issued

The following table provides the assumptions used to calculate the fair value of the Series G warrants issued during 2021, using a Black-Scholes model:


	Warrants		Strike Price	Volatility		Remaining Life	Risk Free Rate
January 19, 2021	11,274	$	310.50	97.1	%	5.0	0.45	%
June 28, 2021	118,941	$	300.00	97.6	%	5.0	0.9	%
July 16, 2021	8,000	$	202.00	157.7	%	5.0	0.79	%

Commitment and Contingencies

12 Months Ended

Dec. 31, 2022

Commitment and Contingencies

Commitment and Contingencies

(18)

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 $0.8 million at December 31, 2022. The Company also has agreements with certain employees to pay bonuses based on targeted performance criteria. As of December 31, 2022 and 2021, approximately $0.3 million and $0.9 million, respectively, 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 $2.9 million of purchase commitments as of December 31, 2022, 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

On August 6, 2021, Cowen and Company, LLC filed a complaint against ReShape, as successor in interest to Obalon Therapeutics, in the Supreme Court of the State of New York based on an alleged breach of contract arising out of Cowen’s prior engagement as Obalon’s financial advisor. The complaint alleges that Cowen is entitled to be paid a $1.35 million fee in connection with ReShape’s merger with Obalon under the terms of Cowen’s engagement agreement with Obalon. The complaint also seeks reimbursement of Cowen’s attorneys’ fees and interest in connection with its claim. On December 6, 2022, the Supreme Court of the State of New York ruled in favor of Cowen & Company in the amount of $1.35 million, plus interest at the statutory rate of 9% per annum from June 16, 2021 until judgement is paid in full. The Company has accrued the $1.35 million, for the ruling and $0.2 million, of accrued interest at December 31, 2022.

On August 18, 2021, H.C. Wainwright & Co., LLC filed a complaint against ReShape in the Supreme Court of the State of New York based on an alleged breach of contract arising out of Wainwright’s prior engagement by ReShape in connection with certain capital raising transactions by ReShape. The complaint alleges that Wainwright is entitled to be paid a fee in connection with ReShape’s capital raising transaction under the warrant exercise agreement that ReShape entered into on June 28, 2021. Wainwright alleges that its June and September 2019 engagement agreements with ReShape require ReShape to pay Wainwright a cash fee equal to 8.0% of the gross proceeds that ReShape received from the exercise of warrants issued pursuant to those engagement agreements, including warrants that were exercised in the June 2021 transaction. The complaint also seeks reimbursement of Wainwright’s attorneys’ fees and interest in connection with its claim. On July 19, 2022, the Company entered into a definitive settlement and release agreement with Wainwright pursuant to which the Company made a one-time cash payment of $1.0 million to fully and finally resolve such matter.

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, other than what was disclosed above. 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.

Acquisition (as Restated)

12 Months Ended

Dec. 31, 2022

Acquisition (as Restated)

Acquisition (as Restated)

(12)

Acquisition (As Restated)

On June 15, 2021, the Company completed the merger with Obalon, which was treated as a reverse acquisition for accounting purposes, for an aggregate purchase price of $30.6 million. This includes the issuance of 66,801 shares of common stock valued at $30.6 million at the closing market price of the day of merger and the cancellation of 53,607 shares of common stock. As a result of the controlling interest of the former shareholders of ReShape, for financial statement reporting and accounting purposes, ReShape was considered the acquirer under the acquisition method of accounting in accordance with ASC 805-10-55. The reverse acquisition is deemed a capital transaction in

substance whereas the historical assets and liabilities of Obalon before the business combination were replaced with the historical financial statements of ReShape in all future filings with the SEC. Acquisition related costs of $2.3 million were recorded in general and administrative expense for the year ended December 31, 2021.

Tangible and intangible assets acquired were recorded based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of the net assets acquired was recorded to goodwill. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed, primarily related to inventory, developed technology, goodwill (including the deductibility for tax purposes) and income tax related accruals:


(As Restated)
Current assets	$	5,887
Property and equipment, net		796
Right-of-use assets		335
Goodwill		23,463
Developed technology		2,730
Liabilities assumed		(2,650)
Total purchase price		30,561
Less: cash acquired		(5,207)
Total purchase price, net of cash acquired	$	25,354

As part of the merger, the Company assumed warrants agreements previously entered into by Obalon that contained a fundamental transaction provision that provide the holders a cash payment based on a Black-Scholes valuation of the warrants. This clause was valid for 30 days subsequent to the date of the transaction. The merger was considered a fundamental transaction provision that allowed the holder to redeem the warrants for cash. The Company performed a preliminary valuation of these warrants and recorded a liability at the time of the merger of $2.0 million. The Company completed its valuation of these warrants which resulted in a liability for the warrants of $1.3 million, the decrease of $0.7 million, to the liability had a corresponding decrease to goodwill. The Company had one of the holders exercise the fundamental transaction option, and rather than paying cash both parties agreed on the Company issuing shares of common stock and new warrants to this investor. See Notes 13 and 14 below for additional details. As the 30 day period passed, the Company valued the remaining warrants using a Black-Scholes model with an exercise price ranging from $13.20 to $15.00 per share, a risk free rate of 0.44%, a volatility rate of 122.1% and a dividend rate of 0. This resulted in a total fair value of $0.9 million as of July 15, 2021, with the change in fair value being recognized as a component of warrant expense. The ending liability of $0.5 million was reclassified from a current liability to additional paid-in capital.

Goodwill includes expected synergies and other benefits the Company believes will result from the acquisition. The developed technology has been capitalized at fair value as an intangible asset with an estimated life of 15 years. The developed technology was determined using the income approach. This approach determines fair value based on cash flow projections which are discounted to present value using a risk-adjusted rate of return, using nonrecurring Level 3 inputs. The discount rate used was 22.0%. For the year ended December 31, 2021, the Company impaired the goodwill due to the decline in market capitalization. For further details see Note 9.

Obalon’s results of operations have been included in our financial statements for the periods subsequent to the consummation of the Merger on June 15, 2021. Obalon contributed no revenue and a net loss of $2.0 million, in addition to the $23.5 million of loss on impairment of goodwill, for the period from June 16, 2021 through December 31, 2021.

Pro Forma Results of Operation (Unaudited)

The following table summarizes the results of operations of the above mentioned acquisition from their respective dates of acquisition included in our consolidated results of operations and the unaudited pro forma results of operations of the combined entity had the date of acquisition been January 1, 2021:


	Revenue		Net Loss
(As Restated)	(Unaudited)		(Unaudited)
Combined entity: Supplemental pro forma from January 1, 2021 to December 31, 2021	$	13,432	$	(71,178)

The information present above is for illustrative purpose only and is not necessarily indicative or results that would have been achieved if the acquisitions had occurred as of the beginning of our 2021 reporting period.

Goodwill and Intangible Assets (as Restated) - Expected Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Estimated amortization of intangible assets
2023	$ 44
2024	44
2025	44
2026	44
2027	44
Thereafter	40
Total finite-lived intangible assets	$ 260	$ 13,880

Income Taxes (as Restated) (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes (as Restated)

Schedule of income tax expense (benefit)


	Year ended December 31,
	2022		2021
Deferred:			As Restated
Federal	$	(293)	$	(218)
State		(76)		(30)
Foreign		(54)		—
Deferred income tax benefit		(423)		(248)
Current:
Federal		30		—
State		9		11
Foreign		4		(37)
Total income tax benefit, net	$	(380)	$	(274)

Schedule of effective tax rate reconciliation


	Year ended December 31,
	2022			2021
				As Restated
Income tax benefit at U.S. federal statutory rate		21.0	%		21.0	%
State income tax benefit, net of federal benefit		3.8	%		3.3	%
Stock warrant valuation		—	%		(2.0)	%
Goodwill impairment		—	%		(7.8)	%
Stock-based compensation		—	%		(12.0)	%
Other permanent differences		(1.9)	%		(3.8)	%
Change in state tax rate		0.3	%		(1.0)	%
Foreign rate differential		(0.2)	%		—	%
Net operating loss true up		—	%		0.3	%
Other adjustments		2.8	%		0.3	%
Change in valuation allowance		(25.0)	%		2.1	%
Effective income tax rate		0.8	%		0.4	%

Schedule of reconciliation of amounts of uncertain tax positions


	2022		2021
			As Restated
Uncertain gross tax positions, January 1	$	1,052	$	—
Current year tax positions		—		—
Increase in prior year tax positions		—		1,052
Settlements		—		—
Lapse of statute of limitations		—		—
Uncertain gross tax positions, December 31	$	1,052	$	1,052

Schedule of components of deferred tax assets and liabilities


	December 31,
	2022		2021
Deferred tax assets:			As Restated
Start-up costs	$	1,137	$	1,225
Capitalized research and development costs		272		408
Reserves and accruals		1,157		1,679
Property and equipment		—		—
Intangible assets		4,597		—
Research and development credit		2,492		2,492
Lease liability		43		74
Net operating loss carryforwards		63,424		55,725
State and local taxes		2		2
Total gross deferred tax assets		73,124		61,605
Valuation allowance		(72,945)		(61,231)
Deferred tax assets, net of valuation allowance		179		374
Property and equipment		(80)		(23)
Intangible assets		—		(648)
Operating lease right-of-use assets		(43)		(70)
Total gross deferred tax liabilities		(123)		(741)
Deferred income taxes, net	$	56	$	(367)

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property and equipment
Property and Equipment, Gross	$ 1,029	$ 1,794
Less accumulated depreciation and amortization	(331)	(340)
Property and equipment, net	698	1,454
Depreciation	330	232
Machinery and equipment
Property and equipment
Property and Equipment, Gross	582	955
Furniture and equipment
Property and equipment
Property and Equipment, Gross	27	38
Computer hardware and software
Property and equipment
Property and Equipment, Gross	136	135
Tooling and molds
Property and equipment
Property and Equipment, Gross	199	236
Leasehold improvements
Property and equipment
Property and Equipment, Gross	19	23
Construction in progress
Property and equipment
Property and Equipment, Gross	$ 66	$ 407

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements

12 Months Ended

Dec. 31, 2022

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements

(2)

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements

Management identified the following misstatements that required restatement of our previously issued 2021 financial statements as follows:

A D&O tail policy of $1.9 million should not have been recorded as an asset at the time of the Obalon merger. This resulted in an increase to goodwill of $1.9 million at the time of the merger and an increase to the subsequent impairment of goodwill at December 31, 2021. Additionally, the amortization of this asset

resulted in an overstatement of general and administrative expenses of approximately $0.2 million, for the year ended December 31, 2021 that is now reversed.

The Company identified certain valuation-related errors in the determination of grant date fair values related to stock options issued during the third quarter of 2021. This resulted in a reduction of stock based compensation expenses of $0.5 million and a corresponding reduction to additional paid in capital for the year ended December 31, 2021.

The Company did not appropriately establish a reserve for uncertain tax positions and did not appropriately record deferred tax valuation allowances to assets written off during the year ended December 31, 2021 and the corresponding $0.2 million tax benefit.

The Company recorded legal accruals for potential loss contingencies of approximately $0.2 million for the year ended December 31, 2021.

As previously identified, the Company had an error in the computation of the weighted average shares used to compute basic and diluted net loss per share, refer to the statement of operations tables below.

The following tables summarize the effects of the restatements on each financial statement line item as of the dates and for the periods indicated. The share and per share information has been adjusted for the reverse stock splits, for further details see Note 4 below. The effects of the restatement are incorporated within Notes 2, 3, 6, 8, 9, 12, 16 and 17.

Consolidated Balance Sheet as of December 31, 2021


	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	1,622	$	(317)	$	1,305
Total current assets		30,255		(317)		29,938
Other assets		1,456		(1,410)		46
Total assets		54,258		(1,727)		52,531
Accrued and other liabilities		3,169		199		3,368
Total current liabilities		7,331		199		7,530
Deferred income taxes		555		(188)		367
Total liabilities		8,186		11		8,197
Additional paid-in capital		622,924		(525)		622,399
Accumulated deficit		(576,760)		(1,213)		(577,973)
Total stockholders’ equity		46,072		(1,738)		44,334
Total liabilities and stockholders’ equity		54,258		(1,727)		52,531

Consolidated Statement of Operations for the year ended December 31, 2021


	Year Ended December 31, 2021
	As Previously
	Stated		Adjustments		As Restated
Sales and marketing	$	9,165	$	(272)	$	8,893
General and administrative		24,410		(91)		24,319
Research and development		2,522		(153)		2,369
Loss on impairment of intangible asset and goodwill		28,752		1,897		30,649
Total operating expenses		64,849		1,381		66,230
Operating loss		(56,501)		(1,381)		(57,882)
Loss before income tax provision		(62,039)		(1,381)		(63,420)
Income tax benefit		(106)		(168)		(274)
Net loss		(61,933)		(1,213)		(63,146)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(250.16)	$	(38.81)	$	(288.97)
Shares used to compute basic and diluted net loss per share		247,571		(29,049)		218,522

Consolidated Statement of Other Comprehensive Income for the year ended December 31, 2021


	Year Ended December 31, 2021
	As Previously
	Stated		Adjustments		As Restated
Net loss	$	(61,933)	$	(1,213)	$	(63,146)
Comprehensive loss		(61,904)		(1,213)		(63,117)

Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2021


	APIC						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2020	$	529,435	$	—	$	529,435	$	(514,827)	$	—	$	(514,827)	$	14,488	$	—	$	14,488
Net loss		—		—		—		(61,933)		(1,213)		(63,146)		(61,933)		(1,213)		(63,146)
Stock-based compensation expense, net		12,752		(525)		12,227		—		—		—		12,752		(525)		12,227
Balance December 31, 2021		622,924		(525)		622,399		(576,760)		(1,213)		(577,973)		46,072		(1,738)		44,334

Consolidated Statement of Cash Flow for the year ended December 31, 2021


	Year Ended December 31, 2021
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(61,933)	$	(1,213)	$	(63,146)
Loss on impairment of intangible assets and goodwill		28,752		1,897		30,649
Stock-based compensation		12,752		(525)		12,227
Deferred income tax benefit		(60)		(188)		(248)
Prepaid expenses and other current assets		(393)		317		(76)
Accounts payable and accrued liabilities		(1,480)		200		(1,280)
Other		488		(488)		—

Restatement of Previously Issued Condensed Consolidated Financial Statements (Unaudited)

As a result of the misstatements noted above, we have restated our previously reported unaudited consolidated balance sheets as of June 30, 2021 and September 30, 2021. We have also restated the unaudited consolidated statement of operations for the three months ended March 31, 2021, the three and six months ended June 30, 2021, and the three and nine months ended September 30, 2021, and the unaudited statement of cash flow for the three and six months ended June 30, 2021 and the nine months ended September 30, 2021.

The following tables present the impact of the restatements, to the applicable line items in the unaudited consolidated balance sheets, unaudited consolidated statement of operations, and unaudited statements of cash flow to the Company’s previously reported consolidated financial statements for the above mentioned periods.

Condensed Consolidated Balance Sheet as of June 30, 2021


	June 30, 2021
	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	1,371	$	(302)	$	1,069
Total current assets		65,605		(302)		65,303
Goodwill		21,623		1,897		23,520
Other assets		1,628		(1,582)		46
Total assets		120,000		13		120,013
Accumulated deficit		(523,603)		13		(523,590)
Total stockholders’ equity		58,119		13		58,132
Total liabilities and stockholders’ equity		120,000		13		120,013

Condensed Consolidated Balance Sheet as of September 30, 2021


	September 30, 2021
	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	1,633	$	(316)	$	1,317
Total current assets		37,589		(316)		37,273
Goodwill		21,053		1,897		22,950
Other assets		1,535		(1,489)		46
Total assets		90,698		92		90,790
Additional paid-in capital		620,611		(486)		620,125
Accumulated deficit		(541,302)		578		(540,724)
Total stockholders’ equity		79,220		92		79,312
Total liabilities and stockholders’ equity		90,698		92		90,790

Condensed Consolidated Statement of Operations for the three months ended March 31, 2021


	As Previously
	Reported		Adjustment		As Revised
Net loss per share - basic and diluted	$	(62.04)	$	0.16	$	(61.88)
Shares used to compute basic and diluted net loss per share		78,560		203		78,763

Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2021


	Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
General and administrative	$	4,311	$	(13)	$	4,298	$	7,031	$	(13)	$	7,018
Total operating expenses		5,855		(13)		5,842		10,396		(13)		10,383
Operating loss		(3,702)		13		(3,689)		(5,960)		13		(5,947)
Loss before income tax provision		(3,874)		13		(3,861)		(8,723)		13		(8,710)
Net loss		(3,902)		13		(3,889)		(8,776)		13		(8,763)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(23.72)	$	(18.98)	$	(42.70)	$	(55.34)	$	(47.85)	$	(103.19)
Shares used to compute basic and diluted net loss per share		164,523		(73,443)		91,080		158,575		(73,654)		84,921

Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2021


	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Sales and marketing	$	3,496	$	(250)	$	3,246	$	6,186	$	(249)	$	5,937
General and administrative		12,052		(169)		11,883		19,085		(183)		18,902
Research and development		1,571		(146)		1,425		2,245		(146)		2,099
Total operating expenses		17,119		(565)		16,554		27,516		(578)		26,938
Operating loss		(14,984)		565		(14,419)		(20,944)		578		(20,366)
Loss before income tax provision		(17,729)		565		(17,164)		(26,452)		578		(25,874)
Net loss		(17,699)		565		(17,134)		(26,475)		578		(25,897)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(73.76)	$	23.63	$	(50.13)	$	(125.43)	$	(24.88)	$	(150.31)
Shares used to compute basic and diluted net loss per share		239,948		101,820		341,768		210,934		(38,646)		172,288

Condensed Consolidated Statement of Other Comprehensive Loss for the three and six months ended June 30, 2021


	Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Net loss	$	(3,902)	$	13	$	(3,889)	$	(8,776)	$	13	$	(8,763)
Comprehensive loss		(3,909)		13		(3,896)		(8,764)		13		(8,751)

Condensed Consolidated Statement of Other Comprehensive Loss for the three and nine months ended September 30, 2021


	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Net loss	$	(17,699)	$	565	$	(17,134)	$	(26,475)	$	578	$	(25,897)
Comprehensive loss		(17,697)		565		(17,132)		(26,461)		578		(25,883)

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended June 30, 2021


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance March 31, 2021	$	532,504	$	—	$	532,504	$	(519,701)	$	—	$	(519,701)	$	12,708	$	—	$	12,708
Net loss		—		—		—		(3,902)		13		(3,889)		(3,902)		13		(3,889)
Balance June 30, 2021		581,823		—		581,823		(523,603)		13		(523,590)		58,119		13		58,132

Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2021


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2020	$	529,435	$	—	$	529,435	$	(514,827)	$	—	$	(514,827)	$	14,488	$	—	$	14,488
Net loss		—		—		—		(8,776)		13		(8,763)		(8,776)		13		(8,763)
Balance June 30, 2021		581,823		—		581,823		(523,603)		13		(523,590)		58,119		13		58,132

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended September 30, 2021


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance June 30, 2021	$	581,823	$	—	$	581,823	$	(523,603)	$	13	$	(523,590)	$	58,119	$	13	$	58,132
Net loss		—		—		—		(17,699)		565		(17,134)		(17,699)		565		(17,134)
Stock-based compensation expense, net		10,720		(486)		10,234		—		—		—		10,720		(486)		10,234
Balance September 30, 2021		620,611		(486)		620,125		(541,302)		578		(540,724)		79,220		92		79,312

Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2021


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2020	$	529,435	$	—	$	529,435	$	(514,827)	$	—	$	(514,827)	$	14,488	$	—	$	14,488
Net loss		—		—		—		(26,475)		578		(25,897)		(26,475)		578		(25,897)
Stock-based compensation expense, net		10,457		(486)		9,971		—		—		—		10,457		(486)		9,971
Balance September 30, 2021		620,611		(486)		620,125		(541,302)		578		(540,724)		79,220		92		79,312

Condensed Consolidated Statement of Cash Flow for the six months ended June 30, 2021


	Six Months Ended June 30, 2021
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(8,776)	$	13	$	(8,763)
Prepaid expenses and other current assets		(267)		303		36
Other		316		(316)		—

Condensed Consolidated Statement of Cash Flow for the nine months ended September 30, 2021


	Nine Months Ended September 30, 2021
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(26,475)	$	578	$	(25,897)
Stock-based compensation		10,457		(486)		9,971
Prepaid expenses and other current assets		(399)		316		(83)
Other		408		(408)		—

Supplemental Balance Sheet Information (as Restated) (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Balance Sheet Information (as Restated)

Schedule of components of inventory


	December 31,		December 31,
	2022		2021
Raw materials	$	832	$	829
Sub-assemblies		864		682
Finished goods		1,915		1,492
Total inventory	$	3,611	$	3,003

Schedule of components of prepaid expenses and other current assets


	December 31,		December 31,
	2022		2021
			As Restated
Prepaid insurance	$	78	$	419
Prepaid advertising and marketing		3		698
Other current assets		84		188
Total prepaid expenses and other current assets	$	165	$	1,305

Schedule of components of accrued and other liabilities


	December 31,		December 31,
	2022		2021
			As Restated
Payroll and benefits	$	1,829	$	1,527
Accrued legal settlements		1,775		180
Customer deposits		510		549
Taxes		119		326
Accrued insurance premium		—		301
Accrued professional		316		300
Other liabilities		491		185
Total accrued and other liabilities	$	5,040	$	3,368

Stock-based Compensation (as Restated) - Stock Option Activity (Details) - USD ($)				12 Months Ended
	Sep. 15, 2021	Jul. 13, 2021	Jun. 18, 2021	Dec. 31, 2022	Dec. 31, 2021
Shares
Shares, Options exercised (in shares)	(1,454)	(364)	(1,838)	0
Stock options
Additional disclosures
Unrecognized share-based expenses				$ 700,000
Weighted average period				2 years 6 months
Vesting Period				4 years
Option expiration period				10 years
2003 Stock Incentive Plan, as amended and restated
Shares
Shares outstanding, Beginning balance (in shares)				17,702	1
Shares, Options granted (in shares)				11,201	15,814
Shares, Options exercised (in shares)					(3,654)
Shares, Options cancelled (in shares)				(7,487)	(1,788)
Shares outstanding, Ending balance (in shares)				21,416	17,702
Shares, Exercisable (in shares)				14,659
Shares, Vested and expected to vest (in shares)				21,416
Shares, Vested options obtained due to merger (in shares)					7,329
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, Beginning balance (in dollars per share)				$ 398.57	$ 106,534,131.00
Weighted Average Exercise Price, Options granted (in dollars per share)				59.00	181.00
Weighted Average Exercise Price, Options exercised (in dollars per share)					114.00
Weighted Average Exercise Price, Options cancelled (in dollars per share)				139.16	51,261.50
Weighted Average Exercise Price Outstanding, Ending balance (in dollars per share)				311.65	398.57
Weighted Average Exercise Price, Exercisable (in dollars per share)				412.85
Weighted Average Exercise Price, Vested and expected to vest (in dollars per share)				$ 311.65
Weighted Average Exercise Price, Vested options obtained due to merger (in dollars per share)					$ 1,794.00
Weighted Average Remaining Contractual Life
Weighted Average Remaining Contractual Life Outstanding				7 years 2 months 12 days
Weighted Average Remaining Contractual Life, Exercisable				6 years 8 months 12 days
Weighted Average Remaining Contractual Life, Vested and expected to vest				7 years 2 months 12 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value Outstanding (in dollars)				$ 0
Aggregate Intrinsic Value, Exercisable (in dollars)				0
Vested and expected to vest (in dollars)				$ 0
2003 Stock Incentive Plan, as amended and restated \| Stock options
Additional disclosures
Vesting Period				4 years

Warrants - Activity - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2021 shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares
Warrants
Issued (in shares)		145,192	138,215
Warrants exercised (in shares)		84,614	177,723
Reverse stock split ratio, warrants			0.333
Warrants converted in to common stock.	10,098		10,098
Additional warrant expense \| $			$ 2,813
Series A warrants
Warrants
Warrants exercised (in shares)			37,581
Warrants exercised (in dollars per share) \| $ / shares			$ 234.00
Series E warrants
Warrants
Warrants exercised (in shares)			37,581
Warrants exercised (in dollars per share) \| $ / shares			$ 300.00
Series G Warrants
Warrants
Warrants exercised (in shares)			83,428
Warrants issued			11,274
Series G Warrants \| Minimum
Warrants
Warrants exercised (in dollars per share) \| $ / shares			$ 288.50
Series G Warrants \| Maximum
Warrants
Warrants exercised (in dollars per share) \| $ / shares			$ 300.00
Institutional Investors
Warrants
Warrants issued			126,941
Series C pre-funded warrants
Warrants
Warrants exercised (in shares)			1,285
Warrants exercised (in dollars per share) \| $ / shares			$ 10.50
Series F prefunded warrants
Warrants
Warrants exercised (in shares)			7,754
Warrants exercised (in dollars per share) \| $ / shares			$ 10.50
Reload Warrants [Member]
Warrants
Issued (in shares)		74,773
Warrants exercised (in shares)		74,773
Warrants exercised (in dollars per share) \| $ / shares		$ 33.33
Common Stock Purchase Warrants
Warrants
Issued (in shares)		57,693
Representatives Warrants [Member]
Warrants
Issued (in shares)		2,885
Pre-funded warrants
Warrants
Issued (in shares)		9,841
Warrants exercised (in shares)		9,841
Warrants exercised (in dollars per share) \| $ / shares		$ 0.05

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Consolidated Statements of Comprehensive Loss
Net loss	$ (46,214)	$ (63,146)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	4	29
Other comprehensive income, net of tax	4	29
Comprehensive loss	$ (46,210)	$ (63,117)

- Definition

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

+ References

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+ Details

Equity

12 Months Ended

Dec. 31, 2022

Equity

Equity

(13)

Equity

The Company may issue preferred stock, common stock, or both, in connection with underwritten public offerings, registered direct offerings, private placements 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.

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.”

The Company had the following equity transactions during the years ended December 31, 2022 and 2021:

November 2022 Sale of Common Stock

On November 8, 2022, the Company entered into a securities purchase agreement with an existing accredited investor, to issue and sell 47,851 shares of common stock, 2,500 shares of Series D Mirroring Preferred stock for $0.001 per share, which automatically terminated subsequent to the shareholder meeting on December 14, 2022, and prefunded warrants to purchase an aggregate of 9,841 shares of common stock. Each share of common stock was sold at a price of $13.00 per share, and each pre-funded warrant was sold at an offering price of $12.95 per share underlying such pre-funded warrants, for aggregate gross proceeds of $750,000 before deducting the placement agent’s fees and offering expenses. Under the purchase agreement, the Company also agreed to issue and sell to the investor in a concurrent private placement warrants to purchase an aggregate of 57,693 shares of common stock. The Company intends to use the remainder of the net proceeds for commercial growth, working capital and general corporate purposes.

In connection with the offering, the Company also entered into a warrant amendment agreement with the investor. Under the warrant amendment agreement, the Company agreed to amend certain existing warrants to purchase up to 106,963 shares of common stock that were previously issued to the investor, with an exercise price of $33.33 per share and expiration dates of June 2026 and December 2029, in consideration of their purchase of securities in the offering as follows: (i) lower the exercise price of the existing warrants to $15.00 per share, (ii) provide the existing warrants as amended, will not be exercisable until six months following the closing date of the offering, and (iii) extend the expiration date of the existing warrants with an expiration date of June 2026 by five and one-half years following the close of the offering.

June 2022 Exercises of Warrants for Common Stock

On June 16, 2022, the Company entered into a warrant exercise agreement with an existing accredited investor to exercise certain outstanding warrants to purchase up to an aggregate of 74,773 shares of common stock. In consideration for the immediate exercise of the existing warrants for cash, the exercising holders received new unregistered warrants to purchase up to an aggregate of 74,773 shares (equal to 100% of the shares of common shares exercised) of the Company’s common stock (the “New Warrants”) in a private placement pursuant to Section (4)(2) of the Securities Act. In connection with the exercise, the Company also agreed to reduce the exercise price of the existing warrants and 32,190 remaining unexercised warrants from $300.00 to $33.33 per share, which is equal to the most recent closing price of the Company’s common stock on the Nasdaq prior to the execution of the warrant exercise agreement. For further details see Note 14 below.

The gross proceeds to the Company from the exercise was approximately $2.5 million, prior to deducting warrant inducement agent fees and estimated offering expenses. The Company intends to use the remainder of the net proceeds for commercial growth, working capital and general corporate purposes.

August 2021 Issuance of Common Stock for Services

On August 11, 2021, the Company entered into a consulting agreement in which the Company issued to the consultant 750 shares of restricted common stock for the consulting services in a private placement in reliance on Rule 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). The shares were deemed earned on the day of the agreement and will become unrestricted six months after the agreement date which is when the contract term ends. The value of the securities were included as a component of prepaid expenses and is amortized over the contract term.

July 2021 Exchange of Warrants for Common Stock

On July 16, 2021, the Company entered into an exchange agreement (the “Exchange Agreement”) with existing investors to exchange certain outstanding warrants (the “Exchange Warrants”) for shares of common stock and new warrants to purchase common stock. The investors held common stock purchase warrants issued by the Company prior to the merger of Obalon Therapeutics, Inc. and ReShape Lifesciences Inc. The merger constituted a fundamental transaction under the Exchange Warrants and, as a result thereof, pursuant to the terms and conditions of the Exchange Warrants, the investors were entitled to a cash payment equal to the Black Scholes value of the Exchange Warrants, calculated in accordance with the terms of the Exchange Warrants (the “Black Scholes Payment”).

Subject to the terms and conditions set forth in the Exchange Agreement and, in reliance on Section 3(a)(9) of the Securities Act, in lieu of the Black Scholes Payment, the Company and the Investors agreed to exchange all of the Exchange Warrants for (a) a total of 10,098 shares of common stock, which was calculated by dividing the Black Scholes Payment by $201.90, which was equal to 95% of the closing market price of the Company’s common stock on the Nasdaq on July 16, 2021 and (b) new warrants to purchase up to a total of 8,000 shares of common stock at an exercise price of $201.90 with a term of five years. For further details on the warrants see Note 14 below.

June 2021 Exercises of Warrants for Common Stock

On June 28, 2021, the Company entered into a warrant exercise agreement with existing investors to exercise certain outstanding warrants to purchase up to an aggregate of 158,588 shares of the Company’s common stock, which 142,617 of the shares were issued in July in accordance with the terms of the warrant exercise agreement. In consideration for the immediate exercise of the existing warrants for cash, the exercising holders received new unregistered warrants to purchase up to an aggregate of 118,941 shares (equal to 75% of the shares of common stock issued in connection with the exercise) of the Company’s common stock (the “New Warrants”) in a private placement pursuant to Section 4(a)(2) of the Securities Act. The investors paid a cash purchase price for the New Warrants equal to $4.69 per share of common stock underlying the New Warrants. In connection with the exercise, the Company also agreed to reduce the exercise price of certain of the existing warrants to $300.00, which is equal to the most recent closing price of the Company’s common stock on the Nasdaq prior to the execution of the warrant exercise agreement. For further details on the warrants see Note 14 below.

The gross proceeds to the Company from the Exercise and the sale of the New Warrants was approximately $45.5 million, prior to deducting placement agent fees and estimated offering expenses. The Company used

approximately $10.8 million to pay off the credit agreement, including $10.5 million of debt and $0.3 million of accrued interest under its secured credit agreement dated March 25, 2020, as amended, see Note 10 above for further details. The Company intends to use the remainder of the net proceeds for working capital and general corporate purposes.

On June 18, 2021, the Company issued 4,000 shares of common stock to investors, and on June 21, 2021, the Company issued 3,754 shares of common stock to investors, as an exercise of pre-funded warrants issued in connection with the September 2019 private placement transactions. The Company received approximately $0.1 million in connection with the exercises.

Common Stock Issued Related to Stock Awards and Options

Restricted Stock Units

The Company issued restricted stock units (“RSUs”) to certain members of the management and Board of Directors. During the year ended December 31, 2022, the Company issued 50,131 shares of common stock subject to the vesting of the awards, of which 28,769 shares of common stock were related to bonus in-leu of cash.

During the year ended December 31, 2021, the Company issued 37,986 shares of common stock subject to the vesting of the awards. For further details see Note 14.

Exercise of Stock Options

There were no exercises of stock options during the year ended December 31, 2022.

On September 15, 2021, the Company issued 1,454 shares of common stock related to the exercise of previous Obalon employees exercising stock option awards. The Company received $0.2 million related to this exercise.

On July 13, 2021, the Company issued 364 shares of common stock related to the exercise of previous Obalon employees exercising stock option awards. The Company received $42 thousand related to this exercise.

On June 18, 2021, the Company issued 1,838 shares of common stock related to the exercise of previous Obalon employees exercising stock option awards. The Company received $0.2 million related to this exercise.

Series C Convertible Preferred Stock

The Series C convertible stock has a liquidation preference of $274.88 per share. 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. The Series C convertible preferred stock is entitled to dividends on an as-if-converted-to-common stock basis if such dividends are paid on shares of common stock. In general, the holders of the Series C convertible preferred stock do not have voting rights.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements - Effect of Revision on Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sales and marketing	$ 2,605	$ 4,636	$ 4,694	$ 3,246			$ 9,330		$ 11,936	$ 5,937	$ 14,093	$ 8,893
General and administrative	3,784	5,363	3,892	11,883	$ 4,298		9,254	$ 7,018	13,037	18,902	17,250	24,319
Research and development	583	747	745	1,425			1,492		2,075	2,099	2,537	2,369
Loss on impairment of intangible asset and goodwill	7,429								7,429		18,744	30,649
Total operating expenses	14,402	11,127	9,331	16,554	5,842		20,457	10,383	34,860	26,938	53,153	66,230
Operating loss	(12,301)	(9,244)	(8,113)	(14,419)	(3,689)		(17,356)	(5,947)	(29,658)	(20,366)	(46,351)	(57,882)
Loss before income tax provision	(12,549)	(9,435)	(8,085)	(17,164)	(3,861)		(17,520)	(8,710)	(30,069)	(25,874)	(46,594)	(63,420)
Income tax benefit	(363)	9	30				39		(324)		(380)	(274)
Net loss	$ (12,186)	$ (9,444)	$ (8,115)	$ (17,134)	$ (3,889)		$ (17,559)	$ (8,763)	$ (29,745)	$ (25,897)	$ (46,214)	$ (63,146)
Net loss per share - basic and diluted:
Net loss per share - basic (in dollars per share)	$ (27.01)	$ (24.45)	$ (21.87)	$ (50.13)	$ (42.70)	$ (61.88)	$ (46.37)	$ (103.19)	$ (73.79)	$ (150.31)	$ (108.90)	$ (288.97)
Net loss per share - diluted (in dollars per share)	$ (27.01)	$ (24.59)	$ (21.87)	$ (50.13)	$ (42.70)	$ (61.88)	$ (46.37)	$ (103.19)	$ (73.79)	$ (150.31)	$ (108.90)	$ (288.97)
Shares used to compute basic net loss per share			371,031	341,768	91,080	78,763		84,921		172,288	424,390	218,522
Shares used to compute diluted net loss per share			371,031	341,768	91,080	78,763		84,921		172,288	424,390	218,522
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sales and marketing	$ 2,619	$ 4,663	$ 4,707	$ 3,496			$ 9,371		$ 11,990	$ 6,186		$ 9,165
General and administrative	3,872	5,454	4,163	12,052	$ 4,311		9,616	$ 7,031	13,488	19,085		24,410
Research and development	588	761	748	1,571			1,508		2,096	2,245		2,522
Loss on impairment of intangible asset and goodwill	6,947								6,947			28,752
Total operating expenses	14,027	11,259	9,618	17,119	5,855		20,876	10,396	34,904	27,516		64,849
Operating loss	(11,926)	(9,376)	(8,400)	(14,984)	(3,702)		(17,775)	(5,960)	(29,702)	(20,944)		(56,501)
Loss before income tax provision	(12,174)	(9,567)	(8,372)	(17,729)	(3,874)		(17,939)	(8,723)	(30,113)	(26,452)		(62,039)
Income tax benefit	(363)	9	(157)				(148)		(511)			(106)
Net loss	$ (11,811)	$ (9,576)	$ (8,215)	$ (17,699)	$ (3,902)		$ (17,791)	$ (8,776)	$ (29,602)	$ (26,475)		$ (61,933)
Net loss per share - basic and diluted:
Net loss per share - basic (in dollars per share)	$ (26.18)	$ (24.79)	$ (22.16)	$ (73.76)	$ (23.72)	$ (62.04)	$ (46.98)	$ (55.34)	$ (73.43)	$ (125.43)		$ (250.16)
Net loss per share - diluted (in dollars per share)	$ (26.18)	$ (24.79)	$ (22.16)	$ (73.76)	$ (23.72)	$ (62.04)	$ (46.98)	$ (55.34)	$ (73.43)	$ (125.51)		$ (250.16)
Shares used to compute basic net loss per share			370,792	239,948	164,523	78,560		158,575		210,934		247,571
Shares used to compute diluted net loss per share			370,792	239,948	164,523	78,560		158,575		210,934		247,571
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Sales and marketing	$ (14)	$ (27)	$ (13)	$ (250)			$ (41)		$ (54)	$ (249)		$ (272)
General and administrative	(88)	(91)	(271)	(169)	$ (13)		(362)	$ (13)	(451)	(183)		(91)
Research and development	(5)	(14)	(3)	(146)			(16)		(21)	(146)		(153)
Loss on impairment of intangible asset and goodwill	482								482			1,897
Total operating expenses	375	(132)	(287)	(565)	(13)		(419)	(13)	(44)	(578)		1,381
Operating loss	(375)	132	287	565	13		419	13	44	578		(1,381)
Loss before income tax provision	(375)	132	287	565	13		419	13	44	578		(1,381)
Income tax benefit			187				187		187			(168)
Net loss	$ (375)	$ 132	$ 100	$ 565	$ 13		$ 232	$ 13	$ (143)	$ 578		$ (1,213)
Net loss per share - basic and diluted:
Net loss per share - basic (in dollars per share)	$ (0.83)	$ 0.34	$ 0.29	$ 23.63	$ (18.98)	$ 0.16	$ 0.61	$ (47.85)	$ (0.36)	$ (24.88)		$ (38.81)
Net loss per share - diluted (in dollars per share)	$ (0.83)	$ 0.20	$ (0.29)	$ 23.63	$ (18.98)	$ 0.16	$ 0.61	$ (47.85)	$ (0.36)	$ (24.80)		$ (38.81)
Shares used to compute basic net loss per share			239	101,820	(73,443)	203		(73,654)		(38,646)		(29,049)
Shares used to compute diluted net loss per share			239	101,820	(73,443)	203		(73,654)		(38,646)		(29,049)

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Leases

Schedule of supplemental information related to operating leases


	December 31,		December 31,
Balance Sheet information	2022		2021
Operating lease ROU assets	$	171	$	266

Operating lease liabilities, current portion	$	171	$	279
Total operating lease liabilities	$	171	$	279

Cash flow information for the year ended December 31,	2022		2021
Cash paid for amounts included in the measurement of operating leases liabilities	$	560	$	565

Schedule of maturities of operating lease liabilities


2023		174
Total lease payments		174
Less: imputed interest		3
Total lease liabilities	$	171

Weighted-average remaining lease term at end of period (in years)		0.5
Weighted-average discount rate at end of period		5.1	%

Impairment of Intangible Assets and Goodwill (as Restated)

12 Months Ended

Dec. 31, 2022

Impairment of Intangible Assets and Goodwill (as Restated)

Impairment of Intangible Assets and Goodwill (as Restated)

(9)

Impairment of Intangible Assets and Goodwill (As Restated)

As of December 31, 2022, the Company determined a triggering event occurred due to the decline in the Company’s market capitalization, and as such, the Company performed an impairment analysis of the long-lived assets. It was determined the developed technology related to the Obalon Balloon was fully impaired, as the Company has not been able to start up production or find a partner to manufacture the Obalon Balloon system. Based on this the Company has no current projections for revenues related to the Obalon Balloon and has fully impaired the asset of approximately $2.4 million. Additionally, due to the continuance of COVID-19, the Company has revised the near-term projected revenues related to the Lap-Band asset group and has recognized an impairment charge to both the developed technology and tradenames of approximately $8.4 million and $0.5 million, respectively. The fair value of the Lap-Band developed technology was estimated using an income approach using Level 3 assumptions which included discounting projected future net cash flows to their present value, with a discount rate of 17.9%.

The Company also determined a triggering event occurred, as the Company elected to stop the clinical trials for the ReShape Vest and was closing out the previous trial that occurred, as significant additional clinical work and cost would be required to achieve regulatory approval. Additionally, the Company currently does not plan to pursue the development of the ReShape Vest. As such, the Company determined the carrying value of the IPR&D asset and related trademarks were impaired and recognized non-cash impairment charge of approximately $6.9 million and $0.5 million, respectively, on the consolidated balance sheet as of December 31, 2022, which reduced the value of these assets to zero.

As of December 31, 2021, the Company determined a triggering event occurred due to the decline in the Company’s market capitalization, coupled with the delayed effects of the COVID-19 pandemic, and as such, the Company performed an impairment analysis of IPR&D. Due to continued delays in the clinical trials experienced during the COVID-19 restrictions, the Company revised its expectations of when revenues would commence for the ReShape Vest, thus reducing the near-term future net cash flows related to the ReShape Vest. As a result, the Company performed a quantitative impairment analysis and recorded a one-time nonrecurring impairment charge of $7.2 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 21.7%. The Company also assessed the recoverability of the finite-lived intangible assets and did not identify any impairment as a result of this analysis.

As of December 31, 2021, the Company determined due to a decrease in market capitalization, that it is more likely than not that the fair value of net assets are below their carrying amounts and, therefore, the Company performed a goodwill impairment test. The Company estimated the fair value of the goodwill using a combination of the income and market approach, and then the carrying amount including the goodwill to the fair value. Since the fair value was less than the carrying amount, we calculated the goodwill impairment as the difference between the fair value and carrying value. As the difference was greater than the carrying amount of the goodwill the Company impaired the entire balance of $23.5 million.

Impairment of Intangible Assets and Goodwill (as Restated) (Details) - USD ($) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Acquisition.
Impairment of intangible assets		$ 18,744	$ 30,649
Finite-lived intangible assets impairment			7,200
Indefinite-lived intangible assets	$ 6,947		$ 6,947
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Goodwill and Intangible Asset Impairment
Discount rate		17.90%	21.70%
Goodwill impairment			$ 23,500
Obalon Therapeutics Inc.
Acquisition.
Impairment of intangible assets		$ 2,400
Goodwill impairment	23,500
In-process research and development
Acquisition.
Impairment of intangible assets		6,900
Indefinite-lived intangible assets	$ 6,947	0	$ 6,947
Trademarks/Tradenames
Acquisition.
Impairment of intangible assets		500
Trademarks/Tradenames \| LAP-BAND product
Acquisition.
Impairment of intangible assets		500
Developed technology \| LAP-BAND product
Acquisition.
Impairment of intangible assets		$ 8,400

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited)

12 Months Ended

Dec. 31, 2022

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited)

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited)

(3)

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited)

As a result of the misstatements noted in Note 2, we have restated our previously reported unaudited consolidated balance sheets as of March 31, 2022, June 30, 2022 and September 30, 2022. We have also restated the unaudited consolidated statement of operations for the three months ended March 31, 2022, the three and six months ended June 30, 2022, and the three and nine months ended September 30, 2022, and the unaudited statement of cash flow for the three months ended March 31, 2022, six months ended June 30, 2022 and the nine months ended September 30, 2022. In addition to this, management identified an additional impairment of intangibles of $0.5 million related to the BarioSurg, ReShape Vest, tradenames that was recorded in the fourth quarter of 2022 that should have been recorded during the third quarter of 2022 and is reflected in the consolidated financial statements below.

Condensed Consolidated Balance Sheet as of March 31, 2022


	March 31, 2022
	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	1,759	$	(316)	$	1,443
Total current assets		23,627		(316)		23,311
Other assets		1,377		(1,331)		46
Total assets		47,270		(1,647)		45,623
Accrued and other liabilities		3,463		19		3,482
Total current liabilities		8,151		19		8,170
Total liabilities		8,645		19		8,664
Additional paid-in capital		623,671		(553)		623,118
Accumulated deficit		(584,975)		(1,113)		(586,088)
Total stockholders’ equity		38,625		(1,666)		36,959
Total liabilities and stockholders’ equity		47,270		(1,647)		45,623

Condensed Consolidated Balance Sheet as of June 30, 2022


	June 30, 2022
	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	1,269	$	(316)	$	953
Total current assets		19,487		(316)		19,171
Other assets		1,298		(1,252)		46
Total assets		41,925		(1,568)		40,357
Accrued and other liabilities		5,814		19		5,833
Total current liabilities		9,190		19		9,209
Total liabilities		9,562		19		9,581
Additional paid-in capital		626,986		(606)		626,380
Accumulated deficit		(594,551)		(981)		(595,532)
Total stockholders’ equity		32,363		(1,587)		30,776
Total liabilities and stockholders’ equity		41,925		(1,568)		40,357

Condensed Consolidated Balance Sheet as of September 30, 2022


	September 30, 2022
	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	926	$	(316)	$	610
Total current assets		13,573		(316)		13,257
Other intangible assets, net		12,513		(482)		12,031
Other assets		1,219		(1,173)		46
Total assets		28,456		(1,971)		26,485
Accrued and other liabilities		4,848		19		4,867
Total current liabilities		7,513		19		7,532
Total liabilities		7,513		19		7,532
Additional paid-in capital		627,373		(634)		626,739
Accumulated deficit		(606,362)		(1,356)		(607,718)
Total stockholders’ equity		20,943		(1,990)		18,953
Total liabilities and stockholders’ equity		28,456		(1,971)		26,485

Condensed Consolidated Statement of Operations for the three months ended March 31, 2022


	Three Months Ended March 31, 2022
	As Previously
	Stated		Adjustments		As Restated
Sales and marketing	$	4,707	$	(13)	$	4,694
General and administrative		4,163		(271)		3,892
Research and development		748		(3)		745
Total operating expenses		9,618		(287)		9,331
Operating loss		(8,400)		287		(8,113)
Loss before income tax provision		(8,372)		287		(8,085)
Income tax benefit		(157)		187		30
Net loss		(8,215)		100		(8,115)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(22.16)	$	0.29	$	(21.87)
Shares used to compute basic and diluted net loss per share		370,792		239		371,031

Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2022


	Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Sales and marketing	$	4,663	$	(27)	$	4,636	$	9,371	$	(41)	$	9,330
General and administrative		5,454	$	(91)		5,363		9,616		(362)		9,254
Research and development		761		(14)		747		1,508		(16)		1,492
Total operating expenses		11,259		(132)		11,127		20,876		(419)		20,457
Operating loss		(9,376)		132		(9,244)		(17,775)		419		(17,356)
Loss before income tax provision		(9,567)		132		(9,435)		(17,939)		419		(17,520)
Income tax benefit		9		—		9		(148)		187		39
Net loss		(9,576)		132		(9,444)		(17,791)		232		(17,559)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(24.79)	$	0.34	$	(24.45)	$	(46.98)	$	0.61	$	(46.37)

Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Sales and marketing	$	2,619	$	(14)	$	2,605	$	11,990	$	(54)	$	11,936
General and administrative		3,872		(88)		3,784		13,488		(451)		13,037
Research and development		588		(5)		583		2,096		(21)		2,075
Loss on impairment of intangible assets		6,947		482		7,429		6,947		482		7,429
Total operating expenses		14,027		375		14,402		34,904		(44)		34,860
Operating loss		(11,926)		(375)		(12,301)		(29,702)		44		(29,658)
Loss before income tax provision		(12,174)		(375)		(12,549)		(30,113)		44		(30,069)
Income tax benefit		(363)		—		(363)		(511)		187		(324)
Net loss		(11,811)		(375)		(12,186)		(29,602)		(143)		(29,745)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(26.18)	$	(0.83)	$	(27.01)	$	(73.43)	$	(0.36)	$	(73.79)

Condensed Consolidated Statement of Other Comprehensive loss for the three months ended March 31, 2022


	Three Months Ended March 31, 2022
	As Previously
	Stated		Adjustments		As Restated
Net loss	$	(8,215)	$	100	$	(8,115)
Comprehensive loss		(8,194)		100		(8,094)

Condensed Consolidated Statement of Other Comprehensive Loss for the three and six months ended June 30, 2022


	Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Net loss	$	(9,576)	$	132	$	(9,444)	$	(17,791)	$	232	$	(17,559)
Comprehensive loss		(9,577)		132		(9,445)		(17,771)		232		(17,539)

Condensed Consolidated Statement of Other Comprehensive Loss for the three and nine months ending September 30, 2022


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Net loss	$	(11,811)	$	(375)	$	(12,186)	$	(29,602)	$	(143)	$	(29,745)
Comprehensive loss		(11,807)		(375)		(12,182)		(29,578)		(143)		(29,721)

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2022


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2021	$	622,924	$	(525)	$	622,399	$	(576,760)	$	(1,213)	$	(577,973)	$	46,072	$	(1,738)	$	44,334
Net loss		—		—		—		(8,215)		100		(8,115)		(8,215)		100		(8,115)
Stock-based compensation expense, net		747		(28)		719		—		—		—		747		(28)		719
Balance March 31, 2022		623,671		(553)		623,118		(584,975)		(1,113)		(586,088)		38,625		(1,666)		36,959

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended June 30, 2022


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance March 31, 2022	$	623,671	$	(553)	$	623,118	$	(584,975)	$	(1,113)	$	(586,088)	$	38,625	$	(1,666)	$	36,959
Net loss				—				(9,576)		132		(9,444)		(9,576)		132		(9,444)
Stock-based compensation expense, net		823		(53)		770		—		—		—		823		(53)		770
Balance June 30, 2022		626,986		(606)		626,380		(594,551)		(981)		(595,532)		32,363		(1,587)		30,776

Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2022


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2021	$	622,924	$	(525)	$	622,399	$	(576,760)	$	(1,213)	$	(577,973)	$	46,072	$	(1,738)	$	44,334
Net loss		—		—		—		(17,791)		232		(17,559)		(17,791)		232		(17,559)
Stock-based compensation expense, net		1,570		(81)		1,489		—		—		—		1,570		(81)		1,489
Balance June 30, 2022		626,986		(606)		626,380		(594,551)		(981)		(595,532)		32,363		(1,587)		30,776

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended September 30, 2022


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance June 30, 2022	$	626,986	$	(606)	$	626,380	$	(594,551)	$	(981)	$	(595,532)	$	32,363	$	(1,587)	$	30,776
Net loss		—		—		—		(11,811)		(375)		(12,186)		(11,811)		(375)		(12,186)
Stock-based compensation expense, net		387		(28)		359		—		—		—		387		(28)		359
Balance September 30, 2022		627,373		(634)		626,739		(606,362)		(1,356)		(607,718)		20,943		(1,990)		18,953

Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2022


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2021	$	622,924	$	(525)	$	622,399	$	(576,760)	$	(1,213)	$	(577,973)	$	46,072	$	(1,738)	$	44,334
Net loss		—		—		—		(29,602)		(143)		(29,745)		(29,602)		(143)		(29,745)
Stock-based compensation expense, net		1,957		(109)		1,848		—		—		—		1,957		(109)		1,848

Balance September 30, 2022

627,373

(634)

626,739

(606,362)

(1,356)

(607,718)

20,943

(1,990)

18,953

Condensed Consolidated Statement of Cash Flow for the three months ended March 30, 2022


	Three Months Ended March 31, 2022
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(8,215)	$	100	$	(8,115)
Stock-based compensation		747		(28)		719
Deferred income tax benefit		(187)		187		—
Accounts payable and accrued liabilities		420		(180)		240
Other		79		(79)		—

Condensed Consolidated Statement of Cash Flow for the six months ended June 30, 2022


	Six Months Ended June 30, 2022
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(17,791)	$	232	$	(17,559)
Stock-based compensation		1,570		(81)		1,489
Deferred income tax benefit		(188)		188		—
Accounts payable and accrued liabilities		1,681		(181)		1,500
Other		158		(158)		—

Condensed Consolidated Statement of Cash Flow for the nine months Ended September 30, 2022


	Nine Months Ended September 30, 2022
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(29,602)	$	(143)	$	(29,745)
Loss on impairment of intangible assets and goodwill		6,947		482		7,429
Stock-based compensation		1,957		(109)		1,848
Deferred income tax benefit		(555)		187		(368)
Accounts payable and accrued liabilities		129		(180)		(51)
Other		237		(237)		—

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (46,214)	$ (63,146)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	330	232
Amortization of intangible assets	1,823	1,739
Noncash interest expense		133
Impairment of intangible assets	18,744	30,649
Loss on extinguishment of debt, net		2,061
Loss on disposal of assets, net	529
Stock-based compensation	2,087	12,227
Bad debt expense	(43)	89
Provision for inventory excess and obsolescence	579	294
Deferred income tax	(423)	(248)
Warrant expense		2,813
Amortization of debt discount and deferred debt issuance costs		494
Other noncash items	(23)
Change in operating assets and liabilities, net of business combination:
Accounts and other receivables	678	(284)
Inventory	(1,187)	(369)
Prepaid expenses and other current assets	1,141	(76)
Accounts payable and accrued liabilities	448	(1,280)
Warranty liability	(371)	(703)
Net cash used in operating activities	(21,902)	(15,375)
Cash flows from investing activities:
Capital expenditures	(131)	(352)
Acquisition of Lap-Band product line assets		(3,000)
Proceeds from acquisition		5,207
Proceeds from sale of capital assets	39
Cash (used in) provided by investing activities:	(92)	1,855
Cash flows from financing activities:
Payments of financing costs		(3,234)
Proceeds from sale and issuance of securities	639
Proceeds from warrants exercised	2,491	45,616
Proceeds from stock options exercised		417
Proceeds from credit agreement		1,000
Payment of credit agreement		(10,500)
Net cash provided by financing activities	3,130	33,299
Effect of currency exchange rate changes on cash and cash equivalents	4	29
Net (decrease) increase in cash, cash equivalents and restricted cash	(18,860)	19,808
Cash, cash equivalents and restricted cash at beginning of period	22,815	3,007
Cash, cash equivalents and restricted cash at end of period	3,955	22,815
Supplemental disclosure:
Cash paid for income taxes	5	102
Cash paid for interest		296
Noncash investing and financing activities:
Capital expenditures accruals	$ 6	5
Purchase price, net of cash received		25,355
Fair value of warrants included as a component of loss on extinguishment of debt		2,974
Fair value of common stock and warrants issued related to the fundamental transaction exchange		2,813
Fair value of common stock issued for professional services		$ 97

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements - Effect of Revision on Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Prepaid expenses and other current assets	$ 165	$ 610	$ 953	$ 1,443	$ 1,305	$ 1,317	$ 1,069
Total current assets	9,911	13,257	19,171	23,311	29,938	37,273	65,303
Goodwill						22,950	23,520
Other assets	46	46	46	46	46	46	46
Total assets	11,142	26,485	40,357	45,623	52,531	90,790	120,013
Accrued and other liabilities	5,040	4,867	5,833	3,482	3,368
Total current liabilities	7,481	7,532	9,209	8,170	7,530
Deferred tax liability, net					367
Total liabilities	7,481	7,532	9,581	8,664	8,197
Additional paid-in capital	627,935	626,739	626,380	623,118	622,399	620,125
Accumulated deficit	(624,187)	(607,718)	(595,532)	(586,088)	(577,973)	(540,724)	(523,590)
Total stockholders' equity	3,661	18,953	30,776	36,959	44,334	79,312	58,132	$ 12,708	$ 14,488
Total liabilities and stockholders' equity	$ 11,142	26,485	40,357	45,623	52,531	90,790	120,013
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Prepaid expenses and other current assets		926	1,269	1,759	1,622	1,633	1,371
Total current assets		13,573	19,487	23,627	30,255	37,589	65,605
Goodwill						21,053	21,623
Other assets		1,219	1,298	1,377	1,456	1,535	1,628
Total assets		28,456	41,925	47,270	54,258	90,698	120,000
Accrued and other liabilities		4,848	5,814	3,463	3,169
Total current liabilities		7,513	9,190	8,151	7,331
Deferred tax liability, net					555
Total liabilities		7,513	9,562	8,645	8,186
Additional paid-in capital		627,373	626,986	623,671	622,924	620,611
Accumulated deficit		(606,362)	(594,551)	(584,975)	(576,760)	(541,302)	(523,603)
Total stockholders' equity		20,943	32,363	38,625	46,072	79,220	58,119	$ 12,708	$ 14,488
Total liabilities and stockholders' equity		28,456	41,925	47,270	54,258	90,698	120,000
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Prepaid expenses and other current assets		(316)	(316)	(316)	(317)	(316)	(302)
Total current assets		(316)	(316)	(316)	(317)	(316)	(302)
Goodwill						1,897	1,897
Other assets		(1,173)	(1,252)	(1,331)	(1,410)	(1,489)	(1,582)
Total assets		(1,971)	(1,568)	(1,647)	(1,727)	92	13
Accrued and other liabilities		19	19	19	199
Total current liabilities		19	19	19	199
Deferred tax liability, net					(188)
Total liabilities		19	19	19	11
Additional paid-in capital		(634)	(606)	(553)	(525)	(486)
Accumulated deficit		(1,356)	(981)	(1,113)	(1,213)	578	13
Total stockholders' equity		(1,990)	(1,587)	(1,666)	(1,738)	92	13
Total liabilities and stockholders' equity		$ (1,971)	$ (1,568)	$ (1,647)	$ (1,727)	$ 92	$ 13

Equity - Issuance of stock and warrants (Details) - USD ($)									12 Months Ended
	Nov. 08, 2022	Jun. 16, 2022	Sep. 15, 2021	Aug. 11, 2021	Jul. 13, 2021	Jun. 28, 2021	Jun. 21, 2021	Jun. 18, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 15, 2022	Jul. 16, 2021	Jul. 15, 2021
Equity
Warrants exercise price expressed												95.00%
Percentage of common stock issued						75.00%
Proceeds from warrants exercised									$ 2,491,000	$ 45,616,000
Payment of credit agreement										10,500,000
Common stock purchased (in shares)							3,754	4,000
Stock options exercised (in shares)			1,454		364			1,838	0
Proceeds from stock options exercised			$ 200,000		$ 42,000			$ 200,000		417,000
Common stock issued for professional services										$ 130,000
Credit agreement
Equity
Payment of credit agreement						$ 10,500,000
Minimum
Equity
Warrant exercise price (in dollars per share)													$ 13.20
Maximum
Equity
Warrant exercise price (in dollars per share)													$ 15.00
2019 private placement
Equity
Proceeds from warrants exercised							$ 100,000
Restricted Shares
Equity
Common stock issued for professional services (in shares)				750
Contract expiration term				6 months
Restricted stock units
Equity
Issuance of stock from RSUs (shares)									28,769
Issuance of stock for bonuses, shares									28,769
Number of common shares issued to vesting of awards									50,131	37,986
Class Of Warrant Investors Issued June 2022
Equity
Issuance of common stock upon exercise of warrants, net of transaction costs (in shares)		74,773
Proceeds from warrants exercised		$ 2,500,000
June 2021 warrants
Equity
Issuance of common stock upon exercise of warrants, net of transaction costs (in shares)						158,588
Proceeds from warrants exercised						$ 45,500,000
June 2021 warrants \| Credit agreement
Equity
Proceeds to repay						10,800,000
Payment of credit agreement						10,500,000
Accrued interest						$ 300,000
New Unregistered Warrants
Equity
Number of shares in exchange of warrant exercise		74,773				118,941
Warrant exercise price (in dollars per share)						$ 300.00
Issuance of common stock upon exercise of warrants, net of transaction costs (in shares)						142,617
Percentage of common stock issued		100.00%
Cash purchase price per share		$ 33.33				$ 4.69					$ 300.00
Exchange Warrants
Equity
Number of shares in exchange of warrant exercise												10,098
Warrant exercise price (in dollars per share)												$ 201.90
New Warrants
Equity
Warrant exercise price (in dollars per share)												$ 201.90
Warrants term												5 years
New Warrants \| Maximum
Equity
Number of shares in exchange of warrant exercise												8,000
Series C convertible preferred stock
Equity
Preferred stock liquidation preference per share									$ 274.88
Securities purchase agreement
Equity
Purchase price (in dollars per share)	$ 13.00
Securities purchase agreement \| Private Placement Warrants
Equity
Warrants term	6 months
Common stock purchased (in shares)	57,693
Securities purchase agreement \| Pre-funded warrants
Equity
Number of shares in exchange of warrant exercise	9,841
Warrant exercise price (in dollars per share)	$ 12.95
Proceeds from issuance of common stock warrant liabilities, net of issuance costs of $1,442	$ 750,000
Securities purchase agreement \| Common Stock
Equity
Common stock purchased (in shares)	47,851
Securities purchase agreement \| Series D Mirroring Preferred Stock
Equity
Common stock purchased (in shares)	2,500
Purchase price (in dollars per share)	$ 0.001
Warrant amendment agreement
Equity
Warrant exercise price (in dollars per share)	$ 15.00
Warrant expiry term	5 years 6 months
Purchase price (in dollars per share)	$ 33.33
Warrant amendment agreement \| Maximum
Equity
Number of shares in exchange of warrant exercise	106,963
Common Stock
Equity
Common stock issued for professional services (in shares)										750
Common stock purchased (in shares)									47,851
Stock options exercised (in shares)										3,654
Exercise of warrants (in shares)									84,641	177,724
Issuance of stock from RSUs (shares)									28,769
Issuance of stock for bonuses, shares									28,769
Warrants to purchase common stock
Equity
Number of unexercised warrants		32,190

Acquisition (as Restated) (Tables)

12 Months Ended

Dec. 31, 2022

Acquisition (as Restated)

Schedule of fair values of the assets acquired and liabilities assumed


(As Restated)
Current assets	$	5,887
Property and equipment, net		796
Right-of-use assets		335
Goodwill		23,463
Developed technology		2,730
Liabilities assumed		(2,650)
Total purchase price		30,561
Less: cash acquired		(5,207)
Total purchase price, net of cash acquired	$	25,354

Schedule of pro forma results of operations of acquisition


	Revenue		Net Loss
(As Restated)	(Unaudited)		(Unaudited)
Combined entity: Supplemental pro forma from January 1, 2021 to December 31, 2021	$	13,432	$	(71,178)

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 Mirroring Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Total
Balance at Dec. 31, 2020		$ 1			$ 529,435	$ (514,827)	$ (121)	$ 14,488
Balance (in shares) at Dec. 31, 2020	3	95,388		69,726
Changes in Stockholders' (Deficit) Equity
Net loss						(8,763)		(8,763)
Balance at Jun. 30, 2021					581,823	(523,590)		58,132
Balance at Dec. 31, 2020		$ 1			529,435	(514,827)	(121)	14,488
Balance (in shares) at Dec. 31, 2020	3	95,388		69,726
Changes in Stockholders' (Deficit) Equity
Net loss						(25,897)		(25,897)
Stock-based compensation expense, net					9,971			9,971
Balance at Sep. 30, 2021					620,125	(540,724)		79,312
Balance at Dec. 31, 2020		$ 1			529,435	(514,827)	(121)	14,488
Balance (in shares) at Dec. 31, 2020	3	95,388		69,726
Changes in Stockholders' (Deficit) Equity
Net loss						(63,146)		(63,146)
Other comprehensive income (loss), net of tax							29	29
Issuance of common stock pursuant to reverse acquisition		$ (1)			30,562			30,561
Issuance of common stock pursuant to reverse acquisition (in shares)	(3)			66,801
Stock-based compensation expense, net					12,227			12,227
Stock options exercised					416			416
Stock options exercised (in shares)				3,654
Issuance of stock from RSUs, shares				37,986
Issuance of warrants					4,508			4,508
Institutional exercise of warrants					44,645			44,645
Institutional exercise of warrants (in shares)				177,724
Warrant liability reclassified to equity, value					476			476
Restricted shares issued for consulting services					130			130
Restricted shares issued for consulting services (Shares)				750
Balance at Dec. 31, 2021					622,399	(577,973)	(92)	44,334
Balance (in shares) at Dec. 31, 2021		95,388		356,641
Balance at Mar. 31, 2021					532,504	(519,701)		12,708
Changes in Stockholders' (Deficit) Equity
Net loss						(3,889)		(3,889)
Balance at Jun. 30, 2021					581,823	(523,590)		58,132
Changes in Stockholders' (Deficit) Equity
Net loss						(17,134)		(17,134)
Stock-based compensation expense, net					10,234			10,234
Balance at Sep. 30, 2021					620,125	(540,724)		79,312
Balance at Dec. 31, 2021					622,399	(577,973)	(92)	44,334
Changes in Stockholders' (Deficit) Equity
Net loss						(8,115)		(8,115)
Stock-based compensation expense, net					719			719
Balance at Mar. 31, 2022					623,118	(586,088)		36,959
Balance at Dec. 31, 2021					622,399	(577,973)	(92)	44,334
Balance (in shares) at Dec. 31, 2021		95,388		356,641
Changes in Stockholders' (Deficit) Equity
Net loss						(17,559)		(17,559)
Stock-based compensation expense, net					1,489			1,489
Balance at Jun. 30, 2022					626,380	(595,532)		30,776
Balance at Dec. 31, 2021					622,399	(577,973)	(92)	44,334
Balance (in shares) at Dec. 31, 2021		95,388		356,641
Changes in Stockholders' (Deficit) Equity
Net loss						(29,745)		(29,745)
Stock-based compensation expense, net					1,848			1,848
Balance at Sep. 30, 2022					626,739	(607,718)		18,953
Balance at Dec. 31, 2021					622,399	(577,973)	(92)	44,334
Balance (in shares) at Dec. 31, 2021		95,388		356,641
Changes in Stockholders' (Deficit) Equity
Net loss						(46,214)		(46,214)
Other comprehensive income (loss), net of tax							4	4
Common stock purchased					639			639
Common stock purchased (in shares)				47,851
Series D Mirroring preferred stock issued (in shares)			2,500
Preferred stock cancelled, shares			(2,500)
Stock-based compensation expense, net					2,087			$ 2,087
Cancellation of common stock pursuant to reverse acquisition (in shares)				(20,045)
Stock options exercised (in shares)								0
Issuance of stock from RSUs, shares				21,362
Issuance of stock for bonuses, value					318			$ 318
Issuance of stock for bonuses, shares				28,769
Institutional exercise of warrants				$ 1	2,492			2,493
Institutional exercise of warrants (in shares)				84,641
Balance at Dec. 31, 2022				$ 1	627,935	(624,187)	$ (88)	3,661
Balance (in shares) at Dec. 31, 2022		95,388		519,219
Balance at Mar. 31, 2022					623,118	(586,088)		36,959
Changes in Stockholders' (Deficit) Equity
Net loss						(9,444)		(9,444)
Stock-based compensation expense, net					770			770
Balance at Jun. 30, 2022					626,380	(595,532)		30,776
Changes in Stockholders' (Deficit) Equity
Net loss						(12,186)		(12,186)
Stock-based compensation expense, net					359			359
Balance at Sep. 30, 2022					$ 626,739	$ (607,718)		$ 18,953

Leases - Maturities of Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Maturities of operating lease liabilities
2023	$ 174
Total lease payments	174
Less: imputed interest	3
Total lease liabilities	$ 171	$ 279
Weighted-average remaining lease term at end of period (in years)	6 months
Weighted-average discount rate at end of period	5.10%

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited) - Effect of Revision on Condensed Consolidated Statement of of Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended					6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (12,186)	$ (9,444)	$ (8,115)	$ (17,134)	$ (3,889)	$ (17,559)	$ (8,763)	$ (29,745)	$ (25,897)	$ (46,214)	$ (63,146)
Comprehensive loss	(12,182)	(9,445)	(8,094)	(17,132)	(3,896)	(17,539)	(8,751)	(29,721)	(25,883)	$ (46,210)	(63,117)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(11,811)	(9,576)	(8,215)	(17,699)	(3,902)	(17,791)	(8,776)	(29,602)	(26,475)		(61,933)
Comprehensive loss	(11,807)	(9,577)	(8,194)	(17,697)	(3,909)	(17,771)	(8,764)	(29,578)	(26,461)		(61,904)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(375)	132	100	565	13	232	13	(143)	578		(1,213)
Comprehensive loss	$ (375)	$ 132	$ 100	$ 565	$ 13	$ 232	$ 13	$ (143)	$ 578		$ (1,213)

- Definition

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

+ References

+ Details

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2022

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited)

Summary of the effect of the revision on condensed consolidated statements

Condensed Consolidated Balance Sheet as of March 31, 2022


	March 31, 2022
	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	1,759	$	(316)	$	1,443
Total current assets		23,627		(316)		23,311
Other assets		1,377		(1,331)		46
Total assets		47,270		(1,647)		45,623
Accrued and other liabilities		3,463		19		3,482
Total current liabilities		8,151		19		8,170
Total liabilities		8,645		19		8,664
Additional paid-in capital		623,671		(553)		623,118
Accumulated deficit		(584,975)		(1,113)		(586,088)
Total stockholders’ equity		38,625		(1,666)		36,959
Total liabilities and stockholders’ equity		47,270		(1,647)		45,623

Condensed Consolidated Balance Sheet as of June 30, 2022


	June 30, 2022
	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	1,269	$	(316)	$	953
Total current assets		19,487		(316)		19,171
Other assets		1,298		(1,252)		46
Total assets		41,925		(1,568)		40,357
Accrued and other liabilities		5,814		19		5,833
Total current liabilities		9,190		19		9,209
Total liabilities		9,562		19		9,581
Additional paid-in capital		626,986		(606)		626,380
Accumulated deficit		(594,551)		(981)		(595,532)
Total stockholders’ equity		32,363		(1,587)		30,776
Total liabilities and stockholders’ equity		41,925		(1,568)		40,357

Condensed Consolidated Balance Sheet as of September 30, 2022


	September 30, 2022
	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	926	$	(316)	$	610
Total current assets		13,573		(316)		13,257
Other intangible assets, net		12,513		(482)		12,031
Other assets		1,219		(1,173)		46
Total assets		28,456		(1,971)		26,485
Accrued and other liabilities		4,848		19		4,867
Total current liabilities		7,513		19		7,532
Total liabilities		7,513		19		7,532
Additional paid-in capital		627,373		(634)		626,739
Accumulated deficit		(606,362)		(1,356)		(607,718)
Total stockholders’ equity		20,943		(1,990)		18,953
Total liabilities and stockholders’ equity		28,456		(1,971)		26,485

Condensed Consolidated Statement of Operations for the three months ended March 31, 2022


	Three Months Ended March 31, 2022
	As Previously
	Stated		Adjustments		As Restated
Sales and marketing	$	4,707	$	(13)	$	4,694
General and administrative		4,163		(271)		3,892
Research and development		748		(3)		745
Total operating expenses		9,618		(287)		9,331
Operating loss		(8,400)		287		(8,113)
Loss before income tax provision		(8,372)		287		(8,085)
Income tax benefit		(157)		187		30
Net loss		(8,215)		100		(8,115)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(22.16)	$	0.29	$	(21.87)
Shares used to compute basic and diluted net loss per share		370,792		239		371,031

Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2022


	Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Sales and marketing	$	4,663	$	(27)	$	4,636	$	9,371	$	(41)	$	9,330
General and administrative		5,454	$	(91)		5,363		9,616		(362)		9,254
Research and development		761		(14)		747		1,508		(16)		1,492
Total operating expenses		11,259		(132)		11,127		20,876		(419)		20,457
Operating loss		(9,376)		132		(9,244)		(17,775)		419		(17,356)
Loss before income tax provision		(9,567)		132		(9,435)		(17,939)		419		(17,520)
Income tax benefit		9		—		9		(148)		187		39
Net loss		(9,576)		132		(9,444)		(17,791)		232		(17,559)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(24.79)	$	0.34	$	(24.45)	$	(46.98)	$	0.61	$	(46.37)

Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2022


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Sales and marketing	$	2,619	$	(14)	$	2,605	$	11,990	$	(54)	$	11,936
General and administrative		3,872		(88)		3,784		13,488		(451)		13,037
Research and development		588		(5)		583		2,096		(21)		2,075
Loss on impairment of intangible assets		6,947		482		7,429		6,947		482		7,429
Total operating expenses		14,027		375		14,402		34,904		(44)		34,860
Operating loss		(11,926)		(375)		(12,301)		(29,702)		44		(29,658)
Loss before income tax provision		(12,174)		(375)		(12,549)		(30,113)		44		(30,069)
Income tax benefit		(363)		—		(363)		(511)		187		(324)
Net loss		(11,811)		(375)		(12,186)		(29,602)		(143)		(29,745)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(26.18)	$	(0.83)	$	(27.01)	$	(73.43)	$	(0.36)	$	(73.79)

Condensed Consolidated Statement of Other Comprehensive loss for the three months ended March 31, 2022


	Three Months Ended March 31, 2022
	As Previously
	Stated		Adjustments		As Restated
Net loss	$	(8,215)	$	100	$	(8,115)
Comprehensive loss		(8,194)		100		(8,094)

Condensed Consolidated Statement of Other Comprehensive Loss for the three and six months ended June 30, 2022


	Three Months Ended June 30, 2022						Six Months Ended June 30, 2022
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Net loss	$	(9,576)	$	132	$	(9,444)	$	(17,791)	$	232	$	(17,559)
Comprehensive loss		(9,577)		132		(9,445)		(17,771)		232		(17,539)

Condensed Consolidated Statement of Other Comprehensive Loss for the three and nine months ending September 30, 2022


	Three Months Ended September 30, 2022						Nine Months Ended September 30, 2022
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Net loss	$	(11,811)	$	(375)	$	(12,186)	$	(29,602)	$	(143)	$	(29,745)
Comprehensive loss		(11,807)		(375)		(12,182)		(29,578)		(143)		(29,721)

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2022


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2021	$	622,924	$	(525)	$	622,399	$	(576,760)	$	(1,213)	$	(577,973)	$	46,072	$	(1,738)	$	44,334
Net loss		—		—		—		(8,215)		100		(8,115)		(8,215)		100		(8,115)
Stock-based compensation expense, net		747		(28)		719		—		—		—		747		(28)		719
Balance March 31, 2022		623,671		(553)		623,118		(584,975)		(1,113)		(586,088)		38,625		(1,666)		36,959

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended June 30, 2022


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance March 31, 2022	$	623,671	$	(553)	$	623,118	$	(584,975)	$	(1,113)	$	(586,088)	$	38,625	$	(1,666)	$	36,959
Net loss				—				(9,576)		132		(9,444)		(9,576)		132		(9,444)
Stock-based compensation expense, net		823		(53)		770		—		—		—		823		(53)		770
Balance June 30, 2022		626,986		(606)		626,380		(594,551)		(981)		(595,532)		32,363		(1,587)		30,776

Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2022


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2021	$	622,924	$	(525)	$	622,399	$	(576,760)	$	(1,213)	$	(577,973)	$	46,072	$	(1,738)	$	44,334
Net loss		—		—		—		(17,791)		232		(17,559)		(17,791)		232		(17,559)
Stock-based compensation expense, net		1,570		(81)		1,489		—		—		—		1,570		(81)		1,489
Balance June 30, 2022		626,986		(606)		626,380		(594,551)		(981)		(595,532)		32,363		(1,587)		30,776

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended September 30, 2022


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance June 30, 2022	$	626,986	$	(606)	$	626,380	$	(594,551)	$	(981)	$	(595,532)	$	32,363	$	(1,587)	$	30,776
Net loss		—		—		—		(11,811)		(375)		(12,186)		(11,811)		(375)		(12,186)
Stock-based compensation expense, net		387		(28)		359		—		—		—		387		(28)		359
Balance September 30, 2022		627,373		(634)		626,739		(606,362)		(1,356)		(607,718)		20,943		(1,990)		18,953

Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2022


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2021	$	622,924	$	(525)	$	622,399	$	(576,760)	$	(1,213)	$	(577,973)	$	46,072	$	(1,738)	$	44,334
Net loss		—		—		—		(29,602)		(143)		(29,745)		(29,602)		(143)		(29,745)
Stock-based compensation expense, net		1,957		(109)		1,848		—		—		—		1,957		(109)		1,848

Balance September 30, 2022

627,373

(634)

626,739

(606,362)

(1,356)

(607,718)

20,943

(1,990)

18,953

Condensed Consolidated Statement of Cash Flow for the three months ended March 30, 2022


	Three Months Ended March 31, 2022
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(8,215)	$	100	$	(8,115)
Stock-based compensation		747		(28)		719
Deferred income tax benefit		(187)		187		—
Accounts payable and accrued liabilities		420		(180)		240
Other		79		(79)		—

Condensed Consolidated Statement of Cash Flow for the six months ended June 30, 2022


	Six Months Ended June 30, 2022
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(17,791)	$	232	$	(17,559)
Stock-based compensation		1,570		(81)		1,489
Deferred income tax benefit		(188)		188		—
Accounts payable and accrued liabilities		1,681		(181)		1,500
Other		158		(158)		—

Condensed Consolidated Statement of Cash Flow for the nine months Ended September 30, 2022


	Nine Months Ended September 30, 2022
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(29,602)	$	(143)	$	(29,745)
Loss on impairment of intangible assets and goodwill		6,947		482		7,429
Stock-based compensation		1,957		(109)		1,848
Deferred income tax benefit		(555)		187		(368)
Accounts payable and accrued liabilities		129		(180)		(51)
Other		237		(237)		—

Debt - CARES Act (Details) - USD ($) $ in Thousands		12 Months Ended
Debt - CARES Act (Details) - USD ($) $ in Thousands	Apr. 24, 2020	Dec. 31, 2021
Debt Instrument [Line Items]
Gain on extinguishment of debt		$ (2,061)
Employee retention credit		$ 500
PPP loan
Debt Instrument [Line Items]
Amount received	$ 1,000
Discount rate (as a percent)	1.00%

Stock-based Compensation (as Restated) - Plan Description (Details) - shares		12 Months Ended
	Dec. 14, 2022	Dec. 31, 2022	Dec. 31, 2021
Stock options
Stock-based compensation
Option expiration period		10 years
Award vesting period		4 years
2003 Stock Incentive Plan, as amended and restated
Stock-based compensation
Shares authorized			82,142
Shares available for grant			30,215
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
2022 Equity Incentive Plan
Stock-based compensation
Number of shares authorized for plan as a percentage of stock outstanding	15.00%
Shares available for grant	105,000

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements - Effect of Revision on Consolidated Statement of Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended					6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (12,186)	$ (9,444)	$ (8,115)	$ (17,134)	$ (3,889)	$ (17,559)	$ (8,763)	$ (29,745)	$ (25,897)	$ (46,214)	$ (63,146)
Comprehensive loss	(12,182)	(9,445)	(8,094)	(17,132)	(3,896)	(17,539)	(8,751)	(29,721)	(25,883)	$ (46,210)	(63,117)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(11,811)	(9,576)	(8,215)	(17,699)	(3,902)	(17,791)	(8,776)	(29,602)	(26,475)		(61,933)
Comprehensive loss	(11,807)	(9,577)	(8,194)	(17,697)	(3,909)	(17,771)	(8,764)	(29,578)	(26,461)		(61,904)
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(375)	132	100	565	13	232	13	(143)	578		(1,213)
Comprehensive loss	$ (375)	$ 132	$ 100	$ 565	$ 13	$ 232	$ 13	$ (143)	$ 578		$ (1,213)

- Definition

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

+ References

+ Details

Income Taxes (as Restated) - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets (liabilities):
Start-up costs	$ 1,137	$ 1,225
Capitalized research and development costs	272	408
Reserves and accruals	1,157	1,679
Intangible assets	4,597
Research and development credit	2,492	2,492
Lease liability	43	74
Net operating loss carryforwards	63,424	55,725
State and local taxes	2	2
Total gross deferred tax assets	73,124	61,605
Valuation allowance	(72,945)	(61,231)
Deferred tax assets, net of valuation allowance	179	374
Property and equipment	(80)	(23)
Intangible assets		(648)
Operating lease right-of-use assets	(43)	(70)
Total gross deferred tax liabilities	(123)	(741)
Net deferred tax liability		$ (367)
Deferred income taxes, net	$ 56

Subsequent Events (Details) $ / shares in Units, $ in Millions	Feb. 08, 2023 USD ($) $ / shares shares	Jun. 21, 2021 shares	Jun. 18, 2021 shares	Apr. 11, 2023 USD ($)	Mar. 29, 2023 USD ($)	Mar. 13, 2023 ft²	Mar. 10, 2023 USD ($)	Dec. 31, 2021 shares	Jul. 15, 2021 $ / shares
Subsequent Events
Common stock purchased (in shares)		3,754	4,000
Subsequent Event
Subsequent Events
Warrants, cashless exercise provision, shares, multiplier	0.50
Subsequent Event \| Public offering
Subsequent Events
Number of units issued	1,275,000
Number of shares for each unit	1
Share price (in dollars per share) \| $ / shares	$ 8.00
Warrant exercise price (in dollars per share) \| $ / shares	$ 8.00
Warrants term	5 years
Gross proceeds from issuance of shares \| $	$ 10.2
Subsequent Event \| Over-allotment option
Subsequent Events
Common stock purchased (in shares)	191,250
Warrants to purchase shares of common stock	286,875
Issuance of common stock upon exercise of warrants, net of transaction costs (in shares)	286,875
SVB \| Subsequent Event
Subsequent Events
Insured and uninsured deposits \| $				$ 1.4			$ 9.7
Bank of America \| Subsequent Event
Subsequent Events
Insured and uninsured deposits \| $					$ 7.0
Series G Warrants
Subsequent Events
Warrants to purchase shares of common stock								11,274
Pre-funded warrants \| Subsequent Event \| Public offering
Subsequent Events
Number of warrants for each unit	1
Class of warrant or right, number of securities called by each warrant	1
Public warrants \| Subsequent Event \| Public offering
Subsequent Events
Number of warrants for each unit	1
Class of warrant or right, number of securities called by each warrant	0.5
Irvine, California, Office and Warehouse Space \| Subsequent Event
Subsequent Events
Area of land \| ft²						5,038
Lease renewal term						36 months
Minimum
Subsequent Events
Warrant exercise price (in dollars per share) \| $ / shares									$ 13.20
Maximum
Subsequent Events
Warrant exercise price (in dollars per share) \| $ / shares									$ 15.00

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements (Tables)

12 Months Ended

Dec. 31, 2022

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements

Summary of the effects of the restatements on each financial statements

Consolidated Balance Sheet as of December 31, 2021


	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	1,622	$	(317)	$	1,305
Total current assets		30,255		(317)		29,938
Other assets		1,456		(1,410)		46
Total assets		54,258		(1,727)		52,531
Accrued and other liabilities		3,169		199		3,368
Total current liabilities		7,331		199		7,530
Deferred income taxes		555		(188)		367
Total liabilities		8,186		11		8,197
Additional paid-in capital		622,924		(525)		622,399
Accumulated deficit		(576,760)		(1,213)		(577,973)
Total stockholders’ equity		46,072		(1,738)		44,334
Total liabilities and stockholders’ equity		54,258		(1,727)		52,531

Consolidated Statement of Operations for the year ended December 31, 2021


	Year Ended December 31, 2021
	As Previously
	Stated		Adjustments		As Restated
Sales and marketing	$	9,165	$	(272)	$	8,893
General and administrative		24,410		(91)		24,319
Research and development		2,522		(153)		2,369
Loss on impairment of intangible asset and goodwill		28,752		1,897		30,649
Total operating expenses		64,849		1,381		66,230
Operating loss		(56,501)		(1,381)		(57,882)
Loss before income tax provision		(62,039)		(1,381)		(63,420)
Income tax benefit		(106)		(168)		(274)
Net loss		(61,933)		(1,213)		(63,146)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(250.16)	$	(38.81)	$	(288.97)
Shares used to compute basic and diluted net loss per share		247,571		(29,049)		218,522

Consolidated Statement of Other Comprehensive Income for the year ended December 31, 2021


	Year Ended December 31, 2021
	As Previously
	Stated		Adjustments		As Restated
Net loss	$	(61,933)	$	(1,213)	$	(63,146)
Comprehensive loss		(61,904)		(1,213)		(63,117)

Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2021


	APIC						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2020	$	529,435	$	—	$	529,435	$	(514,827)	$	—	$	(514,827)	$	14,488	$	—	$	14,488
Net loss		—		—		—		(61,933)		(1,213)		(63,146)		(61,933)		(1,213)		(63,146)
Stock-based compensation expense, net		12,752		(525)		12,227		—		—		—		12,752		(525)		12,227
Balance December 31, 2021		622,924		(525)		622,399		(576,760)		(1,213)		(577,973)		46,072		(1,738)		44,334

Consolidated Statement of Cash Flow for the year ended December 31, 2021


	Year Ended December 31, 2021
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(61,933)	$	(1,213)	$	(63,146)
Loss on impairment of intangible assets and goodwill		28,752		1,897		30,649
Stock-based compensation		12,752		(525)		12,227
Deferred income tax benefit		(60)		(188)		(248)
Prepaid expenses and other current assets		(393)		317		(76)
Accounts payable and accrued liabilities		(1,480)		200		(1,280)
Other		488		(488)		—

Condensed Consolidated Balance Sheet as of June 30, 2021


	June 30, 2021
	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	1,371	$	(302)	$	1,069
Total current assets		65,605		(302)		65,303
Goodwill		21,623		1,897		23,520
Other assets		1,628		(1,582)		46
Total assets		120,000		13		120,013
Accumulated deficit		(523,603)		13		(523,590)
Total stockholders’ equity		58,119		13		58,132
Total liabilities and stockholders’ equity		120,000		13		120,013

Condensed Consolidated Balance Sheet as of September 30, 2021


	September 30, 2021
	As Previously
	Reported		Adjustments			As Restated
Prepaid expenses and other current assets	$	1,633	$	(316)	$	1,317
Total current assets		37,589		(316)		37,273
Goodwill		21,053		1,897		22,950
Other assets		1,535		(1,489)		46
Total assets		90,698		92		90,790
Additional paid-in capital		620,611		(486)		620,125
Accumulated deficit		(541,302)		578		(540,724)
Total stockholders’ equity		79,220		92		79,312
Total liabilities and stockholders’ equity		90,698		92		90,790

Condensed Consolidated Statement of Operations for the three months ended March 31, 2021


	As Previously
	Reported		Adjustment		As Revised
Net loss per share - basic and diluted	$	(62.04)	$	0.16	$	(61.88)
Shares used to compute basic and diluted net loss per share		78,560		203		78,763

Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2021


	Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
General and administrative	$	4,311	$	(13)	$	4,298	$	7,031	$	(13)	$	7,018
Total operating expenses		5,855		(13)		5,842		10,396		(13)		10,383
Operating loss		(3,702)		13		(3,689)		(5,960)		13		(5,947)
Loss before income tax provision		(3,874)		13		(3,861)		(8,723)		13		(8,710)
Net loss		(3,902)		13		(3,889)		(8,776)		13		(8,763)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(23.72)	$	(18.98)	$	(42.70)	$	(55.34)	$	(47.85)	$	(103.19)
Shares used to compute basic and diluted net loss per share		164,523		(73,443)		91,080		158,575		(73,654)		84,921

Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2021


	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Sales and marketing	$	3,496	$	(250)	$	3,246	$	6,186	$	(249)	$	5,937
General and administrative		12,052		(169)		11,883		19,085		(183)		18,902
Research and development		1,571		(146)		1,425		2,245		(146)		2,099
Total operating expenses		17,119		(565)		16,554		27,516		(578)		26,938
Operating loss		(14,984)		565		(14,419)		(20,944)		578		(20,366)
Loss before income tax provision		(17,729)		565		(17,164)		(26,452)		578		(25,874)
Net loss		(17,699)		565		(17,134)		(26,475)		578		(25,897)
Net loss per share - basic and diluted:
Net loss per share - basic and diluted	$	(73.76)	$	23.63	$	(50.13)	$	(125.43)	$	(24.88)	$	(150.31)
Shares used to compute basic and diluted net loss per share		239,948		101,820		341,768		210,934		(38,646)		172,288

Condensed Consolidated Statement of Other Comprehensive Loss for the three and six months ended June 30, 2021


	Three Months Ended June 30, 2021						Six Months Ended June 30, 2021
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Net loss	$	(3,902)	$	13	$	(3,889)	$	(8,776)	$	13	$	(8,763)
Comprehensive loss		(3,909)		13		(3,896)		(8,764)		13		(8,751)

Condensed Consolidated Statement of Other Comprehensive Loss for the three and nine months ended September 30, 2021


	Three Months Ended September 30, 2021						Nine Months Ended September 30, 2021
	As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Net loss	$	(17,699)	$	565	$	(17,134)	$	(26,475)	$	578	$	(25,897)
Comprehensive loss		(17,697)		565		(17,132)		(26,461)		578		(25,883)

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended June 30, 2021


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance March 31, 2021	$	532,504	$	—	$	532,504	$	(519,701)	$	—	$	(519,701)	$	12,708	$	—	$	12,708
Net loss		—		—		—		(3,902)		13		(3,889)		(3,902)		13		(3,889)
Balance June 30, 2021		581,823		—		581,823		(523,603)		13		(523,590)		58,119		13		58,132

Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2021


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2020	$	529,435	$	—	$	529,435	$	(514,827)	$	—	$	(514,827)	$	14,488	$	—	$	14,488
Net loss		—		—		—		(8,776)		13		(8,763)		(8,776)		13		(8,763)
Balance June 30, 2021		581,823		—		581,823		(523,603)		13		(523,590)		58,119		13		58,132

Condensed Consolidated Statement of Stockholders’ Equity for the three months ended September 30, 2021


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance June 30, 2021	$	581,823	$	—	$	581,823	$	(523,603)	$	13	$	(523,590)	$	58,119	$	13	$	58,132
Net loss		—		—		—		(17,699)		565		(17,134)		(17,699)		565		(17,134)
Stock-based compensation expense, net		10,720		(486)		10,234		—		—		—		10,720		(486)		10,234
Balance September 30, 2021		620,611		(486)		620,125		(541,302)		578		(540,724)		79,220		92		79,312

Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2021


	Additional Paid-In Capital						Accumulated Deficit						Total Equity
	As Previously						As Previously						As Previously
	Stated		Adjustments		As Restated		Stated		Adjustments		As Restated		Stated		Adjustments		As Restated
Balance December 31, 2020	$	529,435	$	—	$	529,435	$	(514,827)	$	—	$	(514,827)	$	14,488	$	—	$	14,488
Net loss		—		—		—		(26,475)		578		(25,897)		(26,475)		578		(25,897)
Stock-based compensation expense, net		10,457		(486)		9,971		—		—		—		10,457		(486)		9,971
Balance September 30, 2021		620,611		(486)		620,125		(541,302)		578		(540,724)		79,220		92		79,312

Condensed Consolidated Statement of Cash Flow for the six months ended June 30, 2021


	Six Months Ended June 30, 2021
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(8,776)	$	13	$	(8,763)
Prepaid expenses and other current assets		(267)		303		36
Other		316		(316)		—

Condensed Consolidated Statement of Cash Flow for the nine months ended September 30, 2021


	Nine Months Ended September 30, 2021
		As Previously
		Reported		Adjustment	As Restated
Cash flows from operating activities:
Net loss	$	(26,475)	$	578	$	(25,897)
Stock-based compensation		10,457		(486)		9,971
Prepaid expenses and other current assets		(399)		316		(83)
Other		408		(408)		—

Liquidity and Management Plans

12 Months Ended

Dec. 31, 2022

Liquidity and Management's Plans

Liquidity and Management's Plans

(5)	Liquidity and Management’s Plans

The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue, partially due to the unpredictability of COVID-19, which has resulted and may continue to result in a slow-down of elective surgeries and restrictions in some locations, and supply chain disruptions. As of December 31, 2022, the Company had net working capital of approximately $2.4 million, primarily due to cash and cash equivalents and restricted cash of $4.0 million. The Company’s principal source of liquidity as of December 31, 2022, consisted of approximately $4.0 million of cash and cash equivalents and restricted cash, and $2.2 million of accounts receivable. On February 8, 2023, the Company completed a public offering, which the Company received approximately $9.4 million in cash and cash equivalents after deducting underwriting expenses, commissions and offering expenses. Based on our available cash resources, we may not have sufficient cash on hand to fund our current operations for more than 12 months from the date of filing this Form 10-K. This condition raises substantial doubt about our ability to continue as a going concern.

The Company’s anticipated operations include plans to (i) grow sales and operations of the Company with the Lap-Band product line both domestically and internationally as well as to obtain cost savings synergies, (ii) introduce to the market place ReShapeCare and ReShape Marketplace as an extension, (iii) marketing efforts to increase brand recognition, create customer awareness and increase the patient demand, (iv) continue development of the DBSN device, (v) seek opportunities to leverage our intellectual property portfolio and custom development services to provide third-party sales and licensing opportunities, and (vi) explore and capitalize on synergistic opportunities to expand our portfolio and offer future minimally invasive treatments and therapies in the obesity continuum of care, including Lap-Band 2.0. 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.

The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $624.2 million. The Company also expects to incur a net loss and negative cash flows from operations for 2023.

The Company may be required to raise additional capital, however, there can be no assurance as to whether additional financing will be available on terms acceptable to the Company, if at all. If sufficient funds on acceptable terms are not available when needed, it would have a negative impact on the Company’s financial condition and could force the Company to delay, limit, reduce, or terminate product development or future commercialization efforts or grant rights to develop and market product candidates or testing products that the Company would otherwise plan to develop.

Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company’s plans do not alleviate substantial doubt about our ability to continue as a going concern.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

COVID-19 and Supply Chain Disruptions Risk and Uncertainties

The impact of the COVID-19 outbreak has subsided substantially in the U.S. but continues to result in reduced activity levels outside of the U.S., such as continued restrictions on travel and business operations and advising or requiring individuals to limit or forego their time outside of their homes or places of business.

In response to the global supply chain instability and inflationary cost increases, we continue to take action to minimize, as much as possible, any potential adverse impacts by working closely with our suppliers to closely monitor the availability of raw materials, lead times, and freight carrier availability. We expect global supply chain instability will continue to have an impact on our business, but to date that has not been significant to our financial performance. The consequences of global supply chain instability, inflationary cost increases and the pandemic, and their adverse impact to the global economy, continue to evolve. Accordingly, the significance of the future impact to our business and financial.

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited) - Effect of Revision on Condensed Consolidated Statement of Cash Flow (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		$ (17,559)	$ (8,115)	$ (8,763)	$ (29,745)	$ (25,897)	$ (46,214)	$ (63,146)
Loss on impairment of intangible assets and goodwill	$ 7,429				7,429		18,744	30,649
Stock-based compensation		1,489	719		1,848	9,971	2,087	12,227
Deferred income tax					(368)		(423)	(248)
Accounts payable and accrued liabilities		1,500	240		(51)		$ 448	(1,280)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		(17,791)	(8,215)	(8,776)	(29,602)	(26,475)		(61,933)
Loss on impairment of intangible assets and goodwill	6,947				6,947			28,752
Stock-based compensation		1,570	747		1,957	10,457		12,752
Deferred income tax		(188)	(187)		(555)			(60)
Accounts payable and accrued liabilities		1,681	420		129			(1,480)
Other		158	79	316	237	408		488
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss		232	100	13	(143)	578		(1,213)
Loss on impairment of intangible assets and goodwill	$ 482				482			1,897
Stock-based compensation		(81)	(28)		(109)	(486)		(525)
Deferred income tax		188	187		187			(188)
Accounts payable and accrued liabilities		(181)	(180)		(180)			200
Other		$ (158)	$ (79)	$ (316)	$ (237)	$ (408)		$ (488)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
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+ Details

Acquisition (as Restated) - Pro forma results of operations of acquisition (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Acquisition (as Restated)
Revenue	$ 13,432
Net Loss	$ (71,178)

Income Taxes (as Restated) - Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes (as Restated)
Income tax benefit at U.S. federal statutory rate	21.00%	21.00%
State income tax benefit, net of federal benefit	3.80%	3.30%
Stock warrant valuation		(2.00%)
Goodwill impairment		(7.80%)
Stock-based compensation		(12.00%)
Other permanent differences	(1.90%)	(3.80%)
Change in state tax rate	0.30%	(1.00%)
Foreign rate differential	(0.20%)
Net operating loss true up		0.30%
Other adjustments	2.80%	0.30%
Change in valuation allowance	(25.00%)	2.10%
Effective income tax rate	0.80%	0.40%

Warrants - Activity (Details) - shares	12 Months Ended
Warrants - Activity (Details) - shares	Dec. 31, 2022	Dec. 31, 2021
Warrants.
Balance at beginning of period (in shares)	139,047	161,050
Obtained due to merger		17,505
Issued (in shares)	145,192	138,215
Exercised (in shares)	(84,614)	(177,723)
Cancelled (in shares)	(6,149)
Balance at end of period (in shares)	193,476	139,047

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property and Equipment

Property and Equipment

(7)

Property and Equipment

Property and equipment consist of the following:


	December 31,
	2022		2021
Machinery and equipment	$	582	$	955
Furniture and equipment		27		38
Computer hardware and software		136		135
Tooling and molds		199		236
Leasehold improvements		19		23
Construction in progress		66		407
		1,029		1,794
Less accumulated depreciation and amortization		(331)		(340)
Property and equipment, net	$	698	$	1,454

Depreciation expense for the years ended December 31, 2022 and 2021, was approximately $330 thousand and $232 thousand, respectively.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(4)

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

On December 23, 2022, at the commencement of trading, the Company effected a 1-for-50 reverse stock split. Accordingly, all share and per share amounts for the periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. No fractional shares were issued in connection with the reverse stock split.

On June 15, 2021, and immediately prior to the closing of the merger, the Company effected a 1-for-3 reverse stock split. Accordingly, all share and per share amounts for the periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split. No fractional shares were issued in connection with the reverse stock split. Unless otherwise noted, all references to shares of the Company’s common stock and per share amounts have also been adjusted to reflect the exchange ratio of 0.5367 Obalon shares for one ReShape share in connection with the merger.

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.

Acquisition

The Company accounts for business combinations in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative related costs in the consolidated statements of operations. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates.

Upon completion of the business combination on June 15, 2021, with Obalon, the transaction was treated as a “reverse acquisition” for financial accounting purposes. As a result of the controlling interest of the former shareholders of ReShape, for financial statement reporting and accounting purposes, ReShape was considered the acquirer under the acquisition method of accounting in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805-10-55. The reverse acquisition is deemed a capital transaction in substance whereas the historical assets and liabilities of Obalon before the business combination were replaced with the historical financial statements of ReShape in all future filings with the SEC, for further details see Note 12.

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 $100 thousands and $50 thousand at December 31, 2022 and 2021, respectively, related to a collateral money market account maintained by the Company as collateral in connection with corporate credit cards with Silicon Valley Bank.

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,
	2022		2021
Cash and cash equivalents	$	3,855	$	22,765
Restricted cash		100		50
Total cash, cash equivalents, and restricted cash in the consolidated statement of cash flows	$	3,955	$	22,815

Accounts Receivable

The majority of the Company’s accounts receivable arise from direct product sales and sales of products under consignment arrangements, and have payment terms that generally require payment within 30 to 90 days. The Company provides reserves against accounts receivable for estimated losses that may result form a customer’s inability to pay based on customer-specific analysis and general matters such as current assessments of past due balances, economic conditions and forecasts, and historical credit loss activity. Amounts determined to be uncollectible are charged or written-off against the reserve.

At December 31, 2022, the Company had one customer that accounted for 20.4% of the Company’s total accounts receivable. At December 31, 2022, the Company has reserved approximately $0.1 million related to the outstanding receivable balance related to this customer.

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 $1.0 million and $0.8 million at December 31, 2022 and 2021, 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.

Goodwill and Other Long-Lived Assets

Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination.

Indefinite-lived intangible assets relate to in-process research and development ("IPR&D") acquired in business combinations. The estimated fair values of IPR&D projects acquired in a business combination which have not reached technological feasibility are capitalized and accounted for as indefinite-lived intangible assets until completion or abandonment of the projects. In accordance with guidance within FASB ASC 350 “Intangibles - Goodwill and Other,” goodwill and identifiable intangible assets with indefinite lives are not subject to amortization but must be evaluated for impairment.

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.

We evaluate long-lived assets, including finite-lived intangible assets, for impairment by comparison of the carrying amounts to future net undiscounted cash flows expected to be generated by such assets when events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value or estimates of future discounted cash flows. The Company recorded an impairment to developed technology and IPR&D intangible assets for the year ended December 31, 2022, and recorded an impairment to goodwill and IPR&D for the year ended December 31, 2021, for further details see Note 8 and Note 9.

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.

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.

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.

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.

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 period will go through 2023.

Advertising Cost

Advertising costs are expensed as incurred and totaled $6.8 million and $3.0 million for the years ended December 31, 2022 and 2021, respectively.

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 16.

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 pre-funded warrants, see Note 13, 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,
	2022	2021
Stock options	21,416	17,701
Unvested restricted stock units	4,530	34,227
Convertible preferred stock	10	10
Warrants	193,476	139,047

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 2022 and 2021. 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 9 regarding the impairment of developed technology, goodwill and IPR&D, Note 10 regarding the fair value of debt instruments and Note 14 regarding fair value measurements and inputs of warrants.

Recent Accounting Pronouncements

New accounting standards adopted by the Company in 2021 are discussed below or in the related notes, where appropriate.

In May 2021, the FASB issued Accounting Standards Update (“ASU”) No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40). This update provides guidance to clarify and reduce diversity in an accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. This update additionally provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. This guidance is effective for the fiscal years and interim periods within those years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company adopted this guidance early and the adoption did not have a material impact on the Company’s consolidated financial statements.

In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes: ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. The adoption of this guidance on January 1, 2021, did not have a material impact on the Company’s consolidated financial statements.

New accounting standards not yet adopted are discussed below.

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 during 2022 effective dates and effective dates subsequent to December 31, 2021. The Company has evaluated the recently issued accounting pronouncements that are currently effective or will be effective in 2022 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.

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Apr. 14, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	1-37897
Entity Registrant Name	RESHAPE LIFESCIENCES INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-1828101
Entity Address, Address Line One	1001 Calle Amanecer
Entity Address, City or Town	San Clemente
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92673
City Area Code	949
Local Phone Number	429-6680
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	RSLS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,649,043
Entity Public Float			$ 10,658,000
Entity Central Index Key	0001427570
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	RSM US LLP
Auditor Firm ID	49
Auditor Location	Irvine, California

Income Taxes (as Restated) - Income Tax Benefit (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Deferred:
Federal						$ (293)	$ (218)
State						(76)	(30)
Foreign						(54)
Deferred income tax benefit					$ (368)	(423)	(248)
Current:
Federal						30
State						9	11
Foreign						4	(37)
Total income tax benefit, net	$ (363)	$ 9	$ 30	$ 39	$ (324)	$ (380)	$ (274)

Summary of Significant Accounting Policies - Reverse Stock Splits, Cash, A/R, Inventory (Details) $ in Thousands			12 Months Ended
	Dec. 23, 2022	Jun. 15, 2021	Dec. 31, 2022 USD ($) customer	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Reverse stock split ratio	0.02	0.333
Cash and cash equivalents			$ 3,855	$ 22,765
Restricted cash			100	50
Total cash, cash equivalents, and restricted cash in the consolidated statement of cash flows			3,955	22,815	$ 3,007
Allowance for excess and slow moving inventory			$ 1,000	$ 800
Number of customers \| customer			1
Reserves recorded against outstanding balance			$ 100
Obalon Therapeutics Inc.
Stock exchange ratio		0.5367
Accounts receivable \| Customer Concentration Risk \| Customer One
Percentage of total			20.40%
Minimum
Payment period for accounts receivable			30 days
Maximum
Payment period for accounts receivable			90 days

Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock options
Anti-dilutive securities
Anti-dilutive securities (in shares)	21,416	17,701
Unvested restricted stock units
Anti-dilutive securities
Anti-dilutive securities (in shares)	4,530	34,227
Convertible preferred stock
Anti-dilutive securities
Anti-dilutive securities (in shares)	10	10
Warrants
Anti-dilutive securities
Anti-dilutive securities (in shares)	193,476	139,047

Revenue Disaggregation and Operating Segments (Details) $ in Thousands	7 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) item segment	Dec. 31, 2021 USD ($)
Revenue Recognition
Revenue		$ 11,240	$ 13,600
Number of products in development stage \| item		2
Number of Operating Segments \| segment		1
United States
Revenue Recognition
Revenue		$ 9,230	10,297
Australia
Revenue Recognition
Revenue		688	1,039
Europe
Revenue Recognition
Revenue		1,252	2,127
Rest of world
Revenue Recognition
Revenue		70	137
Obalon Therapeutics Inc.
Revenue Recognition
Revenue	$ 0	0	0
DBSN Device
Revenue Recognition
Revenue		$ 0	$ 0

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Allowance for doubtful accounts	$ 410	$ 1,172
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	100,000,000
Common stock, shares issued	519,219	356,641
Common stock, shares outstanding	519,219	356,641
Series C convertible preferred stock
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, issued	95,388	95,388
Preferred stock outstanding	95,388	95,388

Acquisition (as Restated) - Narrative (Details) $ / shares in Units, $ in Thousands			3 Months Ended					6 Months Ended		7 Months Ended	9 Months Ended		12 Months Ended
	Jul. 15, 2021 USD ($) item $ / shares	Jun. 15, 2021 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Acquisition.
Warrant liability	$ 1,300	$ 2,000
Decrease in warrant liability	$ (700)												$ (371)	$ (703)
Number of holders exercised fundamental transaction option \| item	1
Fair value portion of warrants	$ 900
Reclassification of warrants	$ 500
Revenue													11,240	13,600
Net loss			$ (12,186)	$ (9,444)	$ (8,115)	$ (17,134)	$ (3,889)	$ (17,559)	$ (8,763)		$ (29,745)	$ (25,897)	$ (46,214)	(63,146)
Goodwill impairment														23,500
Minimum
Acquisition.
Warrant exercise price (in dollars per share) \| $ / shares	$ 13.20
Maximum
Acquisition.
Warrant exercise price (in dollars per share) \| $ / shares	$ 15.00
Discount rate \| Income approach
Acquisition.
Discount rate													0.220
Risk Free Rate
Acquisition.
Warrant fair value measurement inputs	0.0044
Volatility
Acquisition.
Warrant fair value measurement inputs	1.221
Expected dividends
Acquisition.
Warrant fair value measurement inputs	0
Obalon Therapeutics Inc.
Acquisition.
Revenue										$ 0			$ 0	$ 0
Net loss										(2,000)
Goodwill impairment										$ 23,500
Obalon Therapeutics Inc. \| Developed technology
Acquisition.
Useful life													15 years

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Reconciliation of cash, cash equivalents and restricted cash


	December 31,		December 31,
	2022		2021
Cash and cash equivalents	$	3,855	$	22,765
Restricted cash		100		50
Total cash, cash equivalents, and restricted cash in the consolidated statement of cash flows	$	3,955	$	22,815

Schedule of anti-dilutive securities


	December 31,
	2022	2021
Stock options	21,416	17,701
Unvested restricted stock units	4,530	34,227
Convertible preferred stock	10	10
Warrants	193,476	139,047

Stock-based Compensation (as Restated) - Fair Value of Stock Options (Details) - Stock options	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock-based compensation
Risk-free interest rate (as a percent)	2.67%	1.19%
Expected term (in years)	6 years 3 months	6 years 3 months
Expected dividend yield (as a percent)	0.00%	0.00%
Expected volatility (as a percent)	80.40%	82.68%

Income Taxes (as Restated)

12 Months Ended

Dec. 31, 2022

Income Taxes (as Restated)

Income Taxes (as Restated)

(17)

Income Taxes (As Restated)

Income tax expense (benefit) consists of the following:


	Year ended December 31,
	2022		2021
Deferred:			As Restated
Federal	$	(293)	$	(218)
State		(76)		(30)
Foreign		(54)		—
Deferred income tax benefit		(423)		(248)
Current:
Federal		30		—
State		9		11
Foreign		4		(37)
Total income tax benefit, net	$	(380)	$	(274)

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,
	2022			2021
				As Restated
Income tax benefit at U.S. federal statutory rate		21.0	%		21.0	%
State income tax benefit, net of federal benefit		3.8	%		3.3	%
Stock warrant valuation		—	%		(2.0)	%
Goodwill impairment		—	%		(7.8)	%
Stock-based compensation		—	%		(12.0)	%
Other permanent differences		(1.9)	%		(3.8)	%
Change in state tax rate		0.3	%		(1.0)	%
Foreign rate differential		(0.2)	%		—	%
Net operating loss true up		—	%		0.3	%
Other adjustments		2.8	%		0.3	%
Change in valuation allowance		(25.0)	%		2.1	%
Effective income tax rate		0.8	%		0.4	%

A reconciliation of the beginning and ending amount of uncertain tax positions are as follows:


	2022		2021
			As Restated
Uncertain gross tax positions, January 1	$	1,052	$	—
Current year tax positions		—		—
Increase in prior year tax positions		—		1,052
Settlements		—		—
Lapse of statute of limitations		—		—
Uncertain gross tax positions, December 31	$	1,052	$	1,052

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


	December 31,
	2022		2021
Deferred tax assets:			As Restated
Start-up costs	$	1,137	$	1,225
Capitalized research and development costs		272		408
Reserves and accruals		1,157		1,679
Property and equipment		—		—
Intangible assets		4,597		—
Research and development credit		2,492		2,492
Lease liability		43		74
Net operating loss carryforwards		63,424		55,725
State and local taxes		2		2
Total gross deferred tax assets		73,124		61,605
Valuation allowance		(72,945)		(61,231)
Deferred tax assets, net of valuation allowance		179		374
Property and equipment		(80)		(23)
Intangible assets		—		(648)
Operating lease right-of-use assets		(43)		(70)
Total gross deferred tax liabilities		(123)		(741)
Deferred income taxes, net	$	56	$	(367)

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 and projections of losses in future periods, the Company provided a

valuation allowance at both December 31, 2022 and 2021. The remaining net deferred tax asset at December 31, 2022 is the remaining balance of the Netherlands net operating loss. A valuation allowance is not applicable to this entity, as they historically produce income and utilize their net operating loss carryforward. The deferred tax liability at December 31, 2021 is the result of the deferred tax liability associated with the indefinite-lived intangible asset less the deferred tax asset associated with U.S. federal net operating loss that do not expire. In 2022, the indefinite-lived intangible asset became fully impaired. The Company has a policy that NOL’s are shown gross with valuation allowances with respect to IRC 382 limitations.

As of December 31, 2022 and 2021, the Company had U.S. federal net operating loss carryforwards of $207.9 million and $182.0 million, respectively. Of the total U.S. federal net operating loss carryforwards at December 31, 2022, $6.3 million is subject to a 20 year carryover period and begin expiring in 2023. Losses generated beginning in 2018 will carryover indefinitely. The Company had state net operating loss carryforwards of $329.1 million and $280.7 million at December 31, 2022 and 2021, respectively and had foreign net operating loss carryforwards of $0.2 million at both December 31, 2022 and 2021. 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. Due to the valuation allowance against deferred tax assets at December 31, 2022, the net effect of any further limitation will have no impact on results of operations. In 2021, the Company completed an IRC Section 382 review and determined that ownership changes had occurred, which resulted in the determination that $82.5 million and $91.0 million of U.S. federal and state net operating losses, respectively would expire unused. Additionally, it was determined that $3.4 million of U.S. federal research and development credits would also expire unused. Due to the valuation allowance against deferred tax assets at December 31, 2021, the net effect of this, and any further, limitation will have no impact on results of operations. These are not included in the gross benefit of the net operating losses, presented in the table above.

The Company has adopted accounting standards which prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company had no amounts of unrecognized tax benefits that, if recognized, would affect its effective income tax rate for the years ended December 31, 2022 and 2021. The Company’s policy is to classify interest and penalties related to income tax expense as tax expense. As of December 31, 2022, the Company had no amount accrued for the payment of interest and penalties related to unrecognized tax benefits.

The Inflation Reduction Act (IRA) was enacted on August 16, 2022 and includes a new corporate alternative minimum tax based on book income, an excise tax on stock buybacks, and other items such as tax incentives for energy and climate initiatives. There is no impact to the Company at this time, however this may change depending on each year’s differing facts and activities. The Company will continue to monitor this over time.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stock-based Compensation(as Restated) (Tables)

12 Months Ended

Dec. 31, 2022

Stock-based Compensation

Schedule of stock-based compensation expense


	Year Ended
	December 31,
	2022		2021
			As Restated
Sales and marketing	$	280	$	949
General and administrative		1,494		10,126
Research and development		313		1,152
Total stock-based compensation expense	$	2,087	$	12,227

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


	Year Ended December 31,
	2022	2021
		As Restated
Risk-free interest rate	2.67%	1.19%
Expected term (in years)	6.25	6.25
Expected dividend yield	0%	0%
Expected volatility	80.40%	82.68%

Summary of unvested RSUs award activity


		Weighted
		Average
		Grant Date
	Shares	Fair Value
Unvested RSUs at December 31, 2020	—	$	—
Granted	72,212		218.00
Vested	(37,986)		218.00
Cancelled/Forfeited	—		—
Unvested RSUs at December 31, 2021	34,226		218.00
Granted	32,777		16.92
Vested ⁽¹⁾	(50,131)		97.44
Cancelled/Forfeited	(12,342)		189.88
Non-vested RSUs at September 30, 2022	4,530		174.01

(1)	At December 31, 2022, there were 278 shares of common stock related to RSU awards that have vested and the shares were not released to the participants until January of 2023.

2003 Stock Incentive Plan, as amended and restated

Stock-based Compensation

Summary of stock option activity


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise Price		Contractual	Value
	Shares	Per Share		Life (years)	(in thousands)
Outstanding at December 31, 2020	1	$	106,534,131.00		$	—
Vested options obtained due to merger	7,329		1,794.00
Options granted	15,814		181.00
Options exercised	(3,654)		114.00
Options cancelled	(1,788)		51,261.50
Outstanding at December 31, 2021	17,702		398.57		$	—
Options granted	11,201		59.00
Options exercised	—		—
Options cancelled	(7,487)		139.16
Outstanding at December 31, 2022	21,416		311.65	7.2	$	—
Exercisable at December 31, 2022	14,659		412.85	6.7		—
Vested and expected to vest at December 31, 2022	21,416		311.65	7.2		—

Income Taxes (as Restated) -Uncertain tax positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of amount of uncertain tax positions
Uncertain gross tax positions, January 1	$ 1,052
Increase in prior year tax positions		$ 1,052
Settlements	0
Uncertain gross tax positions, December 31	$ 1,052	$ 1,052

Liquidity and Management Plans (as Restated) (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 08, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Liquidity, Going Concern and Management's Plans
Working capital		$ 2,400
Cash and cash equivalents and restricted cash		3,955				$ 22,815			$ 3,007
Accounts receivable		2,180				2,815
Accumulated deficit		(624,187)	$ (607,718)	$ (595,532)	$ (586,088)	$ (577,973)	$ (540,724)	$ (523,590)
Gross proceeds from issuance of shares		$ 639
Public offering
Liquidity, Going Concern and Management's Plans
Gross proceeds from issuance of shares	$ 9,400

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue Recognition
Restocking fee (as a percent)	10.00%
Warranty term	30 days
Advertising cost	$ 6.8	$ 3.0
LAP-BAND product \| Maximum
Revenue Recognition
Threshold period for right to return or exchange products purchased	30 days
ReShape vBloc product
Revenue Recognition
Warranty term	5 years

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited) - Effect of Revision on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Prepaid expenses and other current assets	$ 165	$ 610	$ 953	$ 1,443	$ 1,305	$ 1,317	$ 1,069
Total current assets	9,911	13,257	19,171	23,311	29,938	37,273	65,303
Other intangible assets, net	260	12,031			20,827
Other assets	46	46	46	46	46	46	46
Total assets	11,142	26,485	40,357	45,623	52,531	90,790	120,013
Accrued and other liabilities	5,040	4,867	5,833	3,482	3,368
Total current liabilities	7,481	7,532	9,209	8,170	7,530
Total liabilities	7,481	7,532	9,581	8,664	8,197
Additional paid-in capital	627,935	626,739	626,380	623,118	622,399	620,125
Accumulated deficit	(624,187)	(607,718)	(595,532)	(586,088)	(577,973)	(540,724)	(523,590)
Total stockholders' equity	3,661	18,953	30,776	36,959	44,334	79,312	58,132	$ 12,708	$ 14,488
Total liabilities and stockholders' equity	$ 11,142	26,485	40,357	45,623	52,531	90,790	120,013
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Prepaid expenses and other current assets		926	1,269	1,759	1,622	1,633	1,371
Total current assets		13,573	19,487	23,627	30,255	37,589	65,605
Other intangible assets, net		12,513
Other assets		1,219	1,298	1,377	1,456	1,535	1,628
Total assets		28,456	41,925	47,270	54,258	90,698	120,000
Accrued and other liabilities		4,848	5,814	3,463	3,169
Total current liabilities		7,513	9,190	8,151	7,331
Total liabilities		7,513	9,562	8,645	8,186
Additional paid-in capital		627,373	626,986	623,671	622,924	620,611
Accumulated deficit		(606,362)	(594,551)	(584,975)	(576,760)	(541,302)	(523,603)
Total stockholders' equity		20,943	32,363	38,625	46,072	79,220	58,119	$ 12,708	$ 14,488
Total liabilities and stockholders' equity		28,456	41,925	47,270	54,258	90,698	120,000
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Prepaid expenses and other current assets		(316)	(316)	(316)	(317)	(316)	(302)
Total current assets		(316)	(316)	(316)	(317)	(316)	(302)
Other intangible assets, net		(482)
Other assets		(1,173)	(1,252)	(1,331)	(1,410)	(1,489)	(1,582)
Total assets		(1,971)	(1,568)	(1,647)	(1,727)	92	13
Accrued and other liabilities		19	19	19	199
Total current liabilities		19	19	19	199
Total liabilities		19	19	19	11
Additional paid-in capital		(634)	(606)	(553)	(525)	(486)
Accumulated deficit		(1,356)	(981)	(1,113)	(1,213)	578	13
Total stockholders' equity		(1,990)	(1,587)	(1,666)	(1,738)	92	13
Total liabilities and stockholders' equity		$ (1,971)	$ (1,568)	$ (1,647)	$ (1,727)	$ 92	$ 13

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation

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

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

Acquisition

Acquisition

Cash and Cash Equivalents

Cash and Cash Equivalents

Restricted Cash

Restricted Cash


	December 31,		December 31,
	2022		2021
Cash and cash equivalents	$	3,855	$	22,765
Restricted cash		100		50
Total cash, cash equivalents, and restricted cash in the consolidated statement of cash flows	$	3,955	$	22,815

Accounts Receivable

Inventory

Inventory

Property and Equipment, Net

Property and Equipment, Net

Goodwill and Other Long-Lived Assets

Goodwill and Other Long-Lived Assets

Goodwill represents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination.

Income Taxes

Income Taxes

Foreign Currency

Foreign Currency

Revenue Recognition

Revenue Recognition

Variable Consideration

Warranty

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 period will go through 2023.

Advertising Cost

Advertising Cost

Advertising costs are expensed as incurred and totaled $6.8 million and $3.0 million for the years ended December 31, 2022 and 2021, respectively.

Stock-Based Compensation

Stock-Based Compensation

Net Loss Per Share

Net Loss Per Share


	December 31,
	2022	2021
Stock options	21,416	17,701
Unvested restricted stock units	4,530	34,227
Convertible preferred stock	10	10
Warrants	193,476	139,047

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

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

Fair Value of Financial Instruments

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

Recent Accounting Pronouncements

New accounting standards adopted by the Company in 2021 are discussed below or in the related notes, where appropriate.

New accounting standards not yet adopted are discussed below.

Supplemental Balance Sheet Information (as Restated)

12 Months Ended

Dec. 31, 2022

Supplemental Balance Sheet Information (as Restated)

Supplemental Balance Sheet Information (as Restated)

(6)

Supplemental Balance Sheet Information (As Restated)

Inventory


	December 31,		December 31,
	2022		2021
Raw materials	$	832	$	829
Sub-assemblies		864		682
Finished goods		1,915		1,492
Total inventory	$	3,611	$	3,003

Prepaid expenses and other current assets:


	December 31,		December 31,
	2022		2021
			As Restated
Prepaid insurance	$	78	$	419
Prepaid advertising and marketing		3		698
Other current assets		84		188
Total prepaid expenses and other current assets	$	165	$	1,305

Accrued and other liabilities:


	December 31,		December 31,
	2022		2021
			As Restated
Payroll and benefits	$	1,829	$	1,527
Accrued legal settlements		1,775		180
Customer deposits		510		549
Taxes		119		326
Accrued insurance premium		—		301
Accrued professional		316		300
Other liabilities		491		185
Total accrued and other liabilities	$	5,040	$	3,368

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements - Effect of Revision on Consolidated Statement of Cash Flow (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	$ (17,559)	$ (8,115)	$ (8,763)	$ (29,745)	$ (25,897)	$ (46,214)	$ (63,146)
Stock-based compensation	1,489	719		1,848	9,971	2,087	12,227
Deferred income tax				(368)		(423)	(248)
Prepaid expenses and other current assets			36		(83)	1,141	(76)
Accounts payable and accrued liabilities	1,500	240		(51)		$ 448	(1,280)
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	(17,791)	(8,215)	(8,776)	(29,602)	(26,475)		(61,933)
Stock-based compensation	1,570	747		1,957	10,457		12,752
Deferred income tax	(188)	(187)		(555)			(60)
Prepaid expenses and other current assets			(267)		(399)		(393)
Accounts payable and accrued liabilities	1,681	420		129			(1,480)
Other	158	79	316	237	408		488
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Net loss	232	100	13	(143)	578		(1,213)
Stock-based compensation	(81)	(28)		(109)	(486)		(525)
Deferred income tax	188	187		187			(188)
Prepaid expenses and other current assets			303		316		317
Accounts payable and accrued liabilities	(181)	(180)		(180)			200
Other	$ (158)	$ (79)	$ (316)	$ (237)	$ (408)		$ (488)

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

Goodwill and Intangible Assets (as Restated)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets (as Restated)

Goodwill and Intangible Assets (as Restated)

(8)

Goodwill and Intangible Assets (As Restated)

The consolidated intangible assets consist of the following:


	December 31, 2022
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Developed technology	10.0	$	5,989	$	(5,805)	$	184
Trademarks/Tradenames	10.0		462		(386)		76
Total		$	6,451	$	(6,191)	$	260


	December 31, 2021
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Developed technology	10.8	$	17,092	$	(4,467)	$	12,625
Trademarks/Tradenames	10.0		2,045		(790)		1,255
Covenant not to compete	3.0		76		(76)		—
			19,213		(5,333)		13,880
Indefinite-lived intangible assets:
In-process research and development	indefinite		6,947		—		6,947
Total		$	26,160	$	(5,333)	$	20,827

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


	December 31,
	2022		2021
Gross amount	$	20,721	$	20,721
Accumulated impairment loss		(20,721)		(13,774)
Indefinite-lived intangible assets, net	$	—	$	6,947

Amortization expense for the years ended December 31, 2022 and 2021, was approximately $1.8 million and $1.7 million, respectively.

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


Year ending December 31,
2023	$	44
2024		44
2025		44
2026		44
2027		44
Thereafter		40
	$	260

In connection with the merger with Obalon, ReShape recorded $23.5 million of goodwill which has been fully impaired, see Note 12 for details of the acquisition and Note 9 for details of the impairment.

Summary of Significant Accounting Policies - Property and Equipment Useful Lives (Details)	12 Months Ended
	Dec. 31, 2022
Furniture and equipment \| Minimum
Property and equipment
Property and equipment estimated useful life	5 years
Furniture and equipment \| Maximum
Property and equipment
Property and equipment estimated useful life	7 years
Computer hardware and software \| Minimum
Property and equipment
Property and equipment estimated useful life	3 years
Computer hardware and software \| Maximum
Property and equipment
Property and equipment estimated useful life	5 years

Revenue Disaggregation and Operating Segments (Tables)

12 Months Ended

Dec. 31, 2022

Revenue Disaggregation and Operating Segments

Schedule of revenue disaggregated by geography


	Year Ended
	December 31,
	2022		2021
United States	$	9,230	$	10,297
Australia		688		1,039
Europe		1,252		2,127
Rest of world		70		137
Total revenue	$	11,240	$	13,600

Acquisition (as Restated) - Fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 15, 2021	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021
Fair values of the assets acquired and liabilities assumed
Goodwill			$ 22,950	$ 23,520
Total purchase price, net of cash acquired		$ 25,355
Obalon Therapeutics Inc.
Fair values of the assets acquired and liabilities assumed
Current assets	$ 5,887
Property and equipment, net	796
Right-of-use assets	335
Goodwill	23,463
Developed technology	2,730
Liabilities assumed	(2,650)
Total purchase price	30,561
Less: cash acquired	(5,207)
Total purchase price, net of cash acquired	$ 25,354

Debt - Credit agreement (Details) - USD ($) $ in Thousands			12 Months Ended
Debt - Credit agreement (Details) - USD ($) $ in Thousands	Jun. 28, 2021	Jan. 19, 2021	Dec. 31, 2021	Dec. 31, 2022
Short-term Debt [Line Items]
Debt discount			$ 494
Loss on extinguishment of debt, net			2,061
Payment of credit agreement			$ 10,500
Series G Warrants
Short-term Debt [Line Items]
Number of shares in exchange of warrant exercise			11,274
Credit agreement
Short-term Debt [Line Items]
Additional borrowing amount		$ 1,000
New debt fair value		10,000
Unamortized debt discount		500
Loss on extinguishment of debt, net		3,000
Payment of credit agreement	$ 10,500
Termination fees		$ 1,000
Credit agreement \| Series G Warrants
Short-term Debt [Line Items]
Number of shares in exchange of warrant exercise		20,000
Credit agreement \| LIBOR
Short-term Debt [Line Items]
Credit facility bear interest		2.50%
Credit agreement fourth amendment
Short-term Debt [Line Items]
Total debt				$ 0
Credit agreement fifth amendment
Short-term Debt [Line Items]
Unamortized debt discount		$ 100

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements - Effect of Revision on Consolidated Statement of Stockholders Equity (Details) - USD ($) $ in Thousands	3 Months Ended					6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Changes in Stockholders' (Deficit) Equity
Balance	$ 30,776	$ 36,959	$ 44,334	$ 58,132	$ 12,708	$ 44,334	$ 14,488	$ 44,334	$ 14,488	$ 44,334	$ 14,488
Net loss	(12,186)	(9,444)	(8,115)	(17,134)	(3,889)	(17,559)	(8,763)	(29,745)	(25,897)	(46,214)	(63,146)
Stock-based compensation expense, net	359	770	719	10,234		1,489		1,848	9,971	2,087	12,227
Balance	18,953	30,776	36,959	79,312	58,132	30,776	58,132	18,953	79,312	3,661	44,334
As Previously Reported
Changes in Stockholders' (Deficit) Equity
Balance	32,363	38,625	46,072	58,119	12,708	46,072	14,488	46,072	14,488	46,072	14,488
Net loss	(11,811)	(9,576)	(8,215)	(17,699)	(3,902)	(17,791)	(8,776)	(29,602)	(26,475)		(61,933)
Stock-based compensation expense, net	387	823	747	10,720		1,570		1,957	10,457		12,752
Balance	20,943	32,363	38,625	79,220	58,119	32,363	58,119	20,943	79,220		46,072
Adjustment
Changes in Stockholders' (Deficit) Equity
Balance	(1,587)	(1,666)	(1,738)	13		(1,738)		(1,738)		(1,738)
Net loss	(375)	132	100	565	13	232	13	(143)	578		(1,213)
Stock-based compensation expense, net	(28)	(53)	(28)	(486)		(81)		(109)	(486)		(525)
Balance	(1,990)	(1,587)	(1,666)	92	13	(1,587)	13	(1,990)	92		(1,738)
Additional Paid-in Capital
Changes in Stockholders' (Deficit) Equity
Balance	626,380	623,118	622,399	581,823	532,504	622,399	529,435	622,399	529,435	622,399	529,435
Stock-based compensation expense, net	359	770	719	10,234		1,489		1,848	9,971	2,087	12,227
Balance	626,739	626,380	623,118	620,125	581,823	626,380	581,823	626,739	620,125	627,935	622,399
Additional Paid-in Capital \| As Previously Reported
Changes in Stockholders' (Deficit) Equity
Balance	626,986	623,671	622,924	581,823	532,504	622,924	529,435	622,924	529,435	622,924	529,435
Stock-based compensation expense, net	387	823	747	10,720		1,570		1,957	10,457		12,752
Balance	627,373	626,986	623,671	620,611	581,823	626,986	581,823	627,373	620,611		622,924
Additional Paid-in Capital \| Adjustment
Changes in Stockholders' (Deficit) Equity
Balance	(606)	(553)	(525)			(525)		(525)		(525)
Stock-based compensation expense, net	(28)	(53)	(28)	(486)		(81)		(109)	(486)		(525)
Balance	(634)	(606)	(553)	(486)		(606)		(634)	(486)		(525)
Accumulated Deficit
Changes in Stockholders' (Deficit) Equity
Balance	(595,532)	(586,088)	(577,973)	(523,590)	(519,701)	(577,973)	(514,827)	(577,973)	(514,827)	(577,973)	(514,827)
Net loss	(12,186)	(9,444)	(8,115)	(17,134)	(3,889)	(17,559)	(8,763)	(29,745)	(25,897)	(46,214)	(63,146)
Balance	(607,718)	(595,532)	(586,088)	(540,724)	(523,590)	(595,532)	(523,590)	(607,718)	(540,724)	(624,187)	(577,973)
Accumulated Deficit \| As Previously Reported
Changes in Stockholders' (Deficit) Equity
Balance	(594,551)	(584,975)	(576,760)	(523,603)	(519,701)	(576,760)	(514,827)	(576,760)	(514,827)	(576,760)	(514,827)
Net loss	(11,811)	(9,576)	(8,215)	(17,699)	(3,902)	(17,791)	(8,776)	(29,602)	(26,475)		(61,933)
Balance	(606,362)	(594,551)	(584,975)	(541,302)	(523,603)	(594,551)	(523,603)	(606,362)	(541,302)		(576,760)
Accumulated Deficit \| Adjustment
Changes in Stockholders' (Deficit) Equity
Balance	(981)	(1,113)	(1,213)	13		(1,213)		(1,213)		$ (1,213)
Net loss	(375)	132	100	565	13	232	13	(143)	578		(1,213)
Balance	$ (1,356)	$ (981)	$ (1,113)	$ 578	$ 13	$ (981)	$ 13	$ (1,356)	$ 578		$ (1,213)

- Definition

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

+ References

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Stock-based Compensation (as Restated) - Restricted Stock Units (Details) - Restricted stock units - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Shares
Unvested RSUs, Beginning balance (in shares)	34,226
Shares, Granted (in shares)	32,777	72,212
Shares, Vested (in shares)	(50,131)	(37,986)
Shares, Cancelled/Forfeited (in shares)	(12,342)
Non-vested RSUs, Ending balance (in shares)	4,530	34,226
Weighted Average Grant Date Fair Value
Unvested RSUs, Beginning balance (in dollars per share)	$ 218.00
Weighted Average Grant Date Fair Value, Granted (in dollars per share)	16.92	$ 218.00
Weighted Average Grant Date Fair Value, Vested (in dollars per share)	97.44	218.00
Weighted Average Grant Date Fair Value, Cancelled/Forfeited (in dollars per share)	189.88
Non-vested RSUs, Ending balance (in dollars per share)	$ 174.01	$ 218.00
Additional disclosures
Vested and undistributed	278
Unrecognized compensation costs	$ 0.7
Recognition period	1 year 7 months 6 days

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 3,855	$ 22,765
Restricted cash	100	50
Accounts and other receivables (net of allowance for doubtful accounts of $410 and $1,172 respectively)	2,180	2,815
Inventory	3,611	3,003
Prepaid expenses and other current assets	165	1,305
Total current assets	9,911	29,938
Property and equipment, net	698	1,454
Operating lease right-of-use assets	171	266
Deferred tax asset, net	56
Other intangible assets, net	260	20,827
Other assets	46	46
Total assets	11,142	52,531
Current liabilities:
Accounts payable	1,926	3,468
Accrued and other liabilities	5,040	3,368
Warranty liability, current	344	415
Operating lease liabilities, current	171	279
Total current liabilities	7,481	7,530
Warranty liability, noncurrent		300
Deferred tax liability, net		367
Total liabilities	7,481	8,197
Stockholders' equity:
Common stock, $0.001 par value; 300,000,000 shares authorized at December 31, 2022 and 100,000,000 at December 31, 2021; 519,219 and 356,641 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively	1
Additional paid-in capital	627,935	622,399
Accumulated deficit	(624,187)	(577,973)
Accumulated other comprehensive loss	(88)	(92)
Total stockholders' equity	3,661	44,334
Total liabilities and stockholders' equity	11,142	52,531
Series C convertible preferred stock
Stockholders' equity:
Preferred stock, Value

Goodwill and Intangible Assets (as Restated) (Tables)

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets (as Restated)

Summary of identifiable intangible assets


	December 31, 2022
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Developed technology	10.0	$	5,989	$	(5,805)	$	184
Trademarks/Tradenames	10.0		462		(386)		76
Total		$	6,451	$	(6,191)	$	260


	December 31, 2021
	Weighted Average Useful Life (years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value
Finite-lived intangible assets:
Developed technology	10.8	$	17,092	$	(4,467)	$	12,625
Trademarks/Tradenames	10.0		2,045		(790)		1,255
Covenant not to compete	3.0		76		(76)		—
			19,213		(5,333)		13,880
Indefinite-lived intangible assets:
In-process research and development	indefinite		6,947		—		6,947
Total		$	26,160	$	(5,333)	$	20,827

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


	December 31,
	2022		2021
Gross amount	$	20,721	$	20,721
Accumulated impairment loss		(20,721)		(13,774)
Indefinite-lived intangible assets, net	$	—	$	6,947

Schedule of future amortization of Finite-Lived intangible assets


Year ending December 31,
2023	$	44
2024		44
2025		44
2026		44
2027		44
Thereafter		40
	$	260

Goodwill and Intangible Assets (as Restated) - Gross Amount and Accumulated Impairment Loss (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets (as Restated)
Gross amount	$ 20,721	$ 20,721
Accumulated impairment loss	$ (20,721)	(13,774)
Indefinite-lived intangible assets, net		$ 6,947

Revenue Disaggregation and Operating Segments

12 Months Ended

Dec. 31, 2022

Revenue Disaggregation and Operating Segments

Revenue Disaggregation and Operating Segments

(15)

Revenue Disaggregation and Operating Segments

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


	Year Ended
	December 31,
	2022		2021
United States	$	9,230	$	10,297
Australia		688		1,039
Europe		1,252		2,127
Rest of world		70		137
Total revenue	$	11,240	$	13,600

Operating Segments

The Company conducts operations worldwide and is managed in the following geographical regions: United States, Australia, Europe and Rest of World (primarily in the Middle East). All regions sell the Lap-Band product line, which consisted of nearly all our revenue and gross profit for the years ended December 31, 2022 and 2021. During the second half of 2020 the Company launched ReShapeCare, which had minimal revenue for the years ended December 31, 2022 and 2021. The Company anticipates generating more ReShapeCare revenue during 2022. There was no revenue or gross profit recorded for the DBSN device in 2022 or 2021 because these two products are still in the development stage. During June 2021, the Company merged with Obalon, which had no revenues for the years ended December 31, 2022 and 2021.

The Company has one operating segment 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 revenue and gross profit at the consolidated level. The CODM does review revenue based on domestic and international. As such, the Company believes reporting revenue based on territory is useful to the user of the financial statements.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Goodwill and Intangible Assets (as Restated) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Sep. 30, 2022
Acquisition.
Gross Carrying Amount	$ 6,451	$ 19,213
Gross Carrying amount		26,160
Accumulated amortization	(6,191)	(5,333)
Total finite-lived intangible assets	260	13,880
Indefinite-lived intangible assets		6,947
Net book value	260	20,827	$ 12,031
Amortization expense	1,823	$ 1,739
Obalon Therapeutics Inc.
Acquisition.
Goodwill acquired during the year	$ 23,500
Developed technology
Acquisition.
Weighted Average Useful Life (years)	10 years	10 years 9 months 18 days
Gross Carrying Amount	$ 5,989	$ 17,092
Accumulated amortization	(5,805)	(4,467)
Total finite-lived intangible assets	$ 184	$ 12,625
Trademarks/Tradenames
Acquisition.
Weighted Average Useful Life (years)	10 years	10 years
Gross Carrying Amount	$ 462	$ 2,045
Accumulated amortization	(386)	(790)
Total finite-lived intangible assets	76	$ 1,255
Covenant not to compete
Acquisition.
Weighted Average Useful Life (years)		3 years
Gross Carrying Amount		$ 76
Accumulated amortization		(76)
In-process research and development
Acquisition.
Indefinite-lived intangible assets	$ 0	$ 6,947

Stock-based Compensation (as Restated)

12 Months Ended

Dec. 31, 2022

Stock-based Compensation (as Restated)

Stock-based Compensation (as Restated)

(16)

Stock-based Compensation(As Restated)

The ReShape Lifesciences Inc. 2022 Equity Incentive Plan (the “Plan”) became effective December 14, 2022, and provides for the grant of stock options or other stock-based awards to employees, officers, non-employee directors and outside consultants of the Company. The maximum number of shares of common stock that will be available for issuance under this Plan was originally 105,000 shares; provided however, that the aggregate number of shares that may be issued under all awards under the Plan will automatically increase on an annual basis on the first day of each year beginning in 2023 such that the aggregate number of shares that may be issued under all awards under this Plan equals 15% of the total number of shares of Common Stock, on a converted basis, on the last day of the immediately preceding fiscal year. Under the 2003 Stock Incentive Plan, as amended in 2018 (the “Prior Plan”), as of January 1, 2022, there were 82,142 shares available under the Prior Plan and there were 30,215 shares of common stock available for issuance under the Prior Plan.

The Plan is administered by the committee, 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.

Stock Options

A summary of the status of the Company’s stock options are as follows:


				Weighted
		Weighted		Average	Aggregate
		Average		Remaining	Intrinsic
		Exercise Price		Contractual	Value
	Shares	Per Share		Life (years)	(in thousands)
Outstanding at December 31, 2020	1	$	106,534,131.00		$	—
Vested options obtained due to merger	7,329		1,794.00
Options granted	15,814		181.00
Options exercised	(3,654)		114.00
Options cancelled	(1,788)		51,261.50
Outstanding at December 31, 2021	17,702		398.57		$	—
Options granted	11,201		59.00
Options exercised	—		—
Options cancelled	(7,487)		139.16
Outstanding at December 31, 2022	21,416		311.65	7.2	$	—
Exercisable at December 31, 2022	14,659		412.85	6.7		—
Vested and expected to vest at December 31, 2022	21,416		311.65	7.2		—

As of December 31, 2022, stock options under the Plan that were outstanding, exercisable and vested, and expected to vest, had no intrinsic value. The unrecognized share-based expense at December 31, 2022 was $0.7 million and will be recognized over a weighted average period of 2.5 years.

Stock option awards outstanding under the Company’s incentive plans have been granted at exercise prices that are equal to the market value of its common stock on the date of grant. Such options generally vest over a period of four years and expire at ten years after the grant date. The Company recognizes compensation expense ratably over the vesting period. The Company uses a Black-Scholes option-pricing model to estimate the fair value of stock options granted, which requires the input of both subjective and objective assumptions as follows:

Expected Term – The estimate of expected term is based on the historical exercise behavior of grantees, as well as the contractual life of the options granted.

Expected Volatility – The expected volatility factor is based on the volatility of the Company’s common stock.

Risk-free Interest Rate – The risk-free interest rate is determined using the implied yield for a traded zero-coupon U.S. Treasury bond with a term equal to the expected term of the stock options.

Expected Dividend Yield – The expected dividend yield is based on the Company’s historical practice of paying dividends on its common stock.

The Company’s weighted average assumptions used to estimate fair value of stock options granted were as follows:


	Year Ended December 31,
	2022	2021
		As Restated
Risk-free interest rate	2.67%	1.19%
Expected term (in years)	6.25	6.25
Expected dividend yield	0%	0%
Expected volatility	80.40%	82.68%

Restricted Stock Units

A summary of the Company’s unvested RSUs award activity for the year ended December 31, 2022, were as follows:


		Weighted
		Average
		Grant Date
	Shares	Fair Value
Unvested RSUs at December 31, 2020	—	$	—
Granted	72,212		218.00
Vested	(37,986)		218.00
Cancelled/Forfeited	—		—
Unvested RSUs at December 31, 2021	34,226		218.00
Granted	32,777		16.92
Vested ⁽¹⁾	(50,131)		97.44
Cancelled/Forfeited	(12,342)		189.88
Non-vested RSUs at September 30, 2022	4,530		174.01

(1)	At December 31, 2022, there were 278 shares of common stock related to RSU awards that have vested and the shares were not released to the participants until January of 2023.

The fair value of each RSU is the closing price on the Nasdaq of the Company’s common stock on the date of grant. Upon vesting, a portion of the RSU award may be withheld to satisfy the statutory income tax withholding obligation. The remaining RSUs will be settled in shares of the Company’s common stock after the vesting period. The unrecognized compensation cost related to RSUs at December 31, 2022 was $0.7 million and is expected to be recognized over a period of 1.6 years.

Compensation expense related to stock options was recognized as follows:


	Year Ended
	December 31,
	2022		2021
			As Restated
Sales and marketing	$	280	$	949
General and administrative		1,494		10,126
Research and development		313		1,152
Total stock-based compensation expense	$	2,087	$	12,227

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited) - Effect of Revision on Condensed Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Revenue											$ 11,240	$ 13,600
Cost of revenue											4,438	5,252
Gross profit											6,802	8,348
Operating expenses:
Sales and marketing	$ 2,605	$ 4,636	$ 4,694	$ 3,246			$ 9,330		$ 11,936	$ 5,937	14,093	8,893
General and administrative	3,784	5,363	3,892	11,883	$ 4,298		9,254	$ 7,018	13,037	18,902	17,250	24,319
Research and development	583	747	745	1,425			1,492		2,075	2,099	2,537	2,369
Loss on impairment of intangible assets and goodwill	7,429								7,429		18,744	30,649
Total operating expenses	14,402	11,127	9,331	16,554	5,842		20,457	10,383	34,860	26,938	53,153	66,230
Operating loss	(12,301)	(9,244)	(8,113)	(14,419)	(3,689)		(17,356)	(5,947)	(29,658)	(20,366)	(46,351)	(57,882)
Loss before income tax provision	(12,549)	(9,435)	(8,085)	(17,164)	(3,861)		(17,520)	(8,710)	(30,069)	(25,874)	(46,594)	(63,420)
Income tax benefit	(363)	9	30				39		(324)		(380)	(274)
Net loss	$ 12,186	$ 9,444	$ 8,115	$ 17,134	$ 3,889		$ 17,559	$ 8,763	$ 29,745	$ 25,897	$ 46,214	$ 63,146
Net loss per share - basic and diluted:
Net loss per share - basic (in dollars per share)	$ (27.01)	$ (24.45)	$ (21.87)	$ (50.13)	$ (42.70)	$ (61.88)	$ (46.37)	$ (103.19)	$ (73.79)	$ (150.31)	$ (108.90)	$ (288.97)
Net loss per share - diluted (in dollars per share)	$ (27.01)	$ (24.59)	$ (21.87)	$ (50.13)	$ (42.70)	$ (61.88)	$ (46.37)	$ (103.19)	$ (73.79)	$ (150.31)	$ (108.90)	$ (288.97)
Shares used to compute basic net loss per share			371,031	341,768	91,080	78,763		84,921		172,288	424,390	218,522
Shares used to compute diluted net loss per share			371,031	341,768	91,080	78,763		84,921		172,288	424,390	218,522
As Previously Reported
Operating expenses:
Sales and marketing	$ 2,619	$ 4,663	$ 4,707	$ 3,496			$ 9,371		$ 11,990	$ 6,186		$ 9,165
General and administrative	3,872	5,454	4,163	12,052	$ 4,311		9,616	$ 7,031	13,488	19,085		24,410
Research and development	588	761	748	1,571			1,508		2,096	2,245		2,522
Loss on impairment of intangible assets and goodwill	6,947								6,947			28,752
Total operating expenses	14,027	11,259	9,618	17,119	5,855		20,876	10,396	34,904	27,516		64,849
Operating loss	(11,926)	(9,376)	(8,400)	(14,984)	(3,702)		(17,775)	(5,960)	(29,702)	(20,944)		(56,501)
Loss before income tax provision	(12,174)	(9,567)	(8,372)	(17,729)	(3,874)		(17,939)	(8,723)	(30,113)	(26,452)		(62,039)
Income tax benefit	(363)	9	(157)				(148)		(511)			(106)
Net loss	$ 11,811	$ 9,576	$ 8,215	$ 17,699	$ 3,902		$ 17,791	$ 8,776	$ 29,602	$ 26,475		$ 61,933
Net loss per share - basic and diluted:
Net loss per share - basic (in dollars per share)	$ (26.18)	$ (24.79)	$ (22.16)	$ (73.76)	$ (23.72)	$ (62.04)	$ (46.98)	$ (55.34)	$ (73.43)	$ (125.43)		$ (250.16)
Net loss per share - diluted (in dollars per share)	$ (26.18)	$ (24.79)	$ (22.16)	$ (73.76)	$ (23.72)	$ (62.04)	$ (46.98)	$ (55.34)	$ (73.43)	$ (125.51)		$ (250.16)
Shares used to compute basic net loss per share			370,792	239,948	164,523	78,560		158,575		210,934		247,571
Shares used to compute diluted net loss per share			370,792	239,948	164,523	78,560		158,575		210,934		247,571
Adjustment
Operating expenses:
Sales and marketing	$ (14)	$ (27)	$ (13)	$ (250)			$ (41)		$ (54)	$ (249)		$ (272)
General and administrative	(88)	(91)	(271)	(169)	$ (13)		(362)	$ (13)	(451)	(183)		(91)
Research and development	(5)	(14)	(3)	(146)			(16)		(21)	(146)		(153)
Loss on impairment of intangible assets and goodwill	482								482			1,897
Total operating expenses	375	(132)	(287)	(565)	(13)		(419)	(13)	(44)	(578)		1,381
Operating loss	(375)	132	287	565	13		419	13	44	578		(1,381)
Loss before income tax provision	(375)	132	287	565	13		419	13	44	578		(1,381)
Income tax benefit			187				187		187			(168)
Net loss	$ 375	$ (132)	$ (100)	$ (565)	$ (13)		$ (232)	$ (13)	$ 143	$ (578)		$ 1,213
Net loss per share - basic and diluted:
Net loss per share - basic (in dollars per share)	$ (0.83)	$ 0.34	$ 0.29	$ 23.63	$ (18.98)	$ 0.16	$ 0.61	$ (47.85)	$ (0.36)	$ (24.88)		$ (38.81)
Net loss per share - diluted (in dollars per share)	$ (0.83)	$ 0.20	$ (0.29)	$ 23.63	$ (18.98)	$ 0.16	$ 0.61	$ (47.85)	$ (0.36)	$ (24.80)		$ (38.81)
Shares used to compute basic net loss per share			239	101,820	(73,443)	203		(73,654)		(38,646)		(29,049)
Shares used to compute diluted net loss per share			239	101,820	(73,443)	203		(73,654)		(38,646)		(29,049)
Adjustment \| BarioSurg, ReShape Vest, Tradenames
Operating expenses:
Loss on impairment of intangible assets and goodwill	$ 500

Leases - Supplemental Information (Details) $ in Thousands	12 Months Ended
Leases - Supplemental Information (Details) $ in Thousands	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Mar. 13, 2023 ft²
Operating lease costs	$ 700	$ 600
Balance Sheet information related to operating leases
Operating lease ROU assets	171	266
Operating lease liabilities, current	171	279
Total operating lease liabilities	171	279
Cash flow information related to operating leases
Cash paid for amounts included in the measurement of operating leases liabilities	$ 560	$ 565
Irvine, California, Office and Warehouse Space
Lease term			36 months
Irvine, California, Office and Warehouse Space \| Subsequent Event
Lease renewal term			36 months
Area of land \| ft²			5,038

Income Taxes (as Restated) - Carryforwards and Limitations (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income taxes
Net operating losses subject to expiration		$ 82.5
Research and development credits, operating loss carryforwards		3.4
Unrecognized tax benefits, if recognized, would affect its effective income tax rate	$ 0.0	0.0
Unrecognized tax benefits, income tax penalties and interest accrued	$ 0.0
Minimum
Income taxes
Percentage of change in ownership	50.00%
State
Income taxes
Net operating loss carryforwards amount	$ 329.1	280.7
Net operating losses subject to expiration		91.0
Foreign
Income taxes
Net operating loss carryforwards amount	0.2	0.2
U.S. federal
Income taxes
Net operating loss carryforwards amount	207.9	$ 182.0
Net operating loss carryforwards subject to expiration and IRC Section 382 limitation	$ 6.3
Carryover period	20 years

Debt

12 Months Ended

Dec. 31, 2022

Debt

Debt

(10)

Debt

CARES Act

On April 24, 2020, the Company entered into a PPP Loan agreement with Silicon Valley Bank (“SVB”) under 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.

On February 23, 2021, the Company submitted the application for PPP loan forgiveness, in accordance with the terms and conditions of the SBA’s Loan Forgiveness Application (revised June 24, 2020). On March 1, 2021, the Company received confirmation from the SBA, the PPP Loan has been forgiven in full including all interest incurred.

Under the provisions of the CARES Act, the Company is eligible for a refundable employee retention credit subject to certain criteria. The Company recognized a $0.5 million employee recognition credit during the year ended December 31, 2021.

Credit Agreement

On January 19, 2021, the Company and the Lender entered into an amendment to the credit agreement that increased the amount available under delayed draw term loans by $1.0 million, which was used to fund the $1.0 million escrow fund securing the termination fee under the Merger Agreement and issued an additional 20,000 Series G Warrants. The Company evaluated the accounting related to the amendment and in conjunction with the warrants issued. Based on this analysis the Company determined the agreements are substantially different and extinguished the original credit agreement and recorded the amended credit agreement as a new debt at a fair value of $10.0 million. As a result, the Company recorded a debt discount of approximately $0.5 million and a $3.0 million loss on extinguishment of debt, which is comprised of the fair value of the warrants and unamortized debt issuance cost with the original credit agreement, offset by the debt discount. Pursuant to the amendment of the credit agreement, the maturity date of the loans are March 31, 2021 and the loans bear interest at LIBOR plus 2.5%.

On March 10, 2021, the Company and the Lender entered into an amendment to the credit agreement that extended the maturity date from March 31, 2021 to March 31, 2022. The Company has accounted for this amendment as a debt modification. The associated unamortized debt discount on the January 19, 2021 amendment of $0.1 million will be amortized as interest expense over the term of the amended credit agreement.

On June 28, 2021, the Company entered into a warrant exercise agreement with existing investors, including the Lender, to exercise certain outstanding warrants. For further details on this transaction see Note 14. The Company used some of the proceeds from this transaction to pay off the $10.5 million of debt outstanding under the credit agreement. At December 31, 2021, there was no outstanding amount under the credit agreement.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Warrants (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of warrant activity





	Shares
Balance December 31, 2020	161,050
Obtained due to merger	17,505	⁽¹⁾
Issued	138,215	⁽²⁾
Exercised	(177,723)	⁽³⁾
Cancelled	—
Balance December 31, 2021	139,047
Issued	145,192	⁽⁴⁾
Exercised	(84,614)	⁽⁵⁾
Cancelled	(6,149)
Balance December 31, 2022	193,476

(1)	Obalon’s warrants outstanding at the time of the merger with the 1-for-3 reverse stock split adjustment. In addition, this amount includes,10,098 warrants converted into common shares in July of 2021, see Note 13 for further details.

(2)	Warrants issued in 2021 includes 11,274 of Series G warrants and 126,941 of warrants issued to various institutional investors.

(3)

(4)	Warrants issued in 2022 includes 74,773 reload warrants, 57,693 common stock purchase warrants, 2,885 representative’s warrants, and 9,841 pre-funded warrants.

(5)	Warrants exercised in 2022 includes 74,773 reload warrants at an exercise price of $33.33 per share, and 9,841 pre-funded warrants at an exercise price of $0.05 per share.

Black Scholes Model

Schedule of warrant assumptions used to calculate fair value


	Warrants		Strike Price	Volatility		Remaining Life	Risk Free Rate
Reload warrants - June 2022	74,773	$	33.33	64.8	%	7.5	3.32	%
Reload warrants - November 2022	57,693	$	15.00	84.3	%	5.5	4.21	%
Representative's warrants	2,885	$	15.00	84.3	%	5.0	4.23	%
Pre-funded warrants	9,841	$	0.05	84.3	%	5.5	4.21	%


	Warrants		Strike Price	Volatility		Remaining Life	Risk Free Rate
January 19, 2021	11,274	$	310.50	97.1	%	5.0	0.45	%
June 28, 2021	118,941	$	300.00	97.6	%	5.0	0.9	%
July 16, 2021	8,000	$	202.00	157.7	%	5.0	0.79	%

Acquisition (as Restated) (Details) - Obalon Therapeutics Inc. - USD ($) $ in Millions		12 Months Ended
	Jun. 15, 2021	Dec. 31, 2021
Acquisitions
Aggregate purchase price	$ 30.6
Issuance of shares of common stock	66,801
Shares issued value	$ 30.6
Cancellation of shares	53,607
General and administrative expense
Acquisitions
Acquisition related costs		$ 2.3

Leases

12 Months Ended

Dec. 31, 2022

Leases

Leases

(11)

Leases

The Company had noncancelable operating leases for office and warehouse space in San Clemente and Carlsbad, California, as well as and noncancelable operating leases for certain office equipment that expire at various dates through 2022. On March 13, 2023 we entered into a lease for approximately 5,038 square feet at 18 Technology Drive, Suite 110, Irvine, California 92618 and intend to relocate our principal executive offices from our current San Clemente, California location to the Irvine, California location. The Irvine California lease has a term of 36 months commencing on May 1, 2023.

The Company does not have any short-term leases or 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 years ended December 31, 2022 and 2021, were $0.7 million and $0.6 million, respectively. Variable lease costs were not material.

Supplemental information related to operating leases is as follows:


	December 31,		December 31,
Balance Sheet information	2022		2021
Operating lease ROU assets	$	171	$	266

Operating lease liabilities, current portion	$	171	$	279
Total operating lease liabilities	$	171	$	279

Cash flow information for the year ended December 31,	2022		2021
Cash paid for amounts included in the measurement of operating leases liabilities	$	560	$	565

Maturities of operating lease liabilities at December 31, 2022 were as follows:


2023		174
Total lease payments		174
Less: imputed interest		3
Total lease liabilities	$	171

Weighted-average remaining lease term at end of period (in years)		0.5
Weighted-average discount rate at end of period		5.1	%

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property and Equipment

Schedule of property and equipment


	December 31,
	2022		2021
Machinery and equipment	$	582	$	955
Furniture and equipment		27		38
Computer hardware and software		136		135
Tooling and molds		199		236
Leasehold improvements		19		23
Construction in progress		66		407
		1,029		1,794
Less accumulated depreciation and amortization		(331)		(340)
Property and equipment, net	$	698	$	1,454

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Dec. 06, 2022	Jul. 19, 2022	Aug. 18, 2021	Aug. 06, 2021	Dec. 31, 2022	Dec. 31, 2021
Employee Arrangements and Other Compensation
Severance benefits payable					$ 800
Purchase Commitments
Purchase commitments					2,900
Accrued liabilities
Employee Arrangements and Other Compensation
Accrued performance bonuses					300	$ 900
Cowen and Company
Litigation
Agreed settlement amount	$ 1,350
Service fees sought				$ 1,350
Litigation settlement, interest percent	9.00%
Litigation settlement, accrued interest					1,350
Litigation liability					$ 200
H. C. Wainwright and Company
Contingencies
Percentage of gross proceeds received from the exercise of warrants issued pursuant to capital raising engagement agreements sought			8.00%
Litigation
Agreed settlement amount		$ 1,000

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Consolidated Statements of Operations
Revenue	$ 11,240	$ 13,600
Cost of revenue	4,438	5,252
Gross profit	6,802	8,348
Operating expenses:
Sales and marketing	14,093	8,893
General and administrative	17,250	24,319
Research and development	2,537	2,369
Loss on impairment of intangible assets and goodwill	18,744	30,649
Loss on disposal of assets, net	529
Total operating expenses	53,153	66,230
Operating loss	(46,351)	(57,882)
Other expense (income), net:
Interest expense, net	113	832
Warrant expense		2,813
Loss on extinguishment of debt, net		2,061
Loss (Gain) on foreign currency exchange, net	141	(168)
Other	(11)
Loss before income tax provision	(46,594)	(63,420)
Income tax benefit	(380)	(274)
Net loss	$ (46,214)	$ (63,146)
Net loss per share - basic and diluted:
Net loss per share - basic	$ (108.90)	$ (288.97)
Net loss per share - diluted	$ (108.90)	$ (288.97)
Shares used to compute basic net loss per share	424,390	218,522
Shares used to compute diluted net loss per share	424,390	218,522

Summary of Significant Accounting Policies - Credit Risk Concentration (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares
Concentration of credit risk
Concentration risk
Money market funds preserve the value of investment per share	$ 1.00

2022 Restatement and Other Corrections of Previously Issued Condensed Consolidated Financial Statements (Unaudited) - Effect of Revision on Condensed Consolidated Statement of Stockholders Equity (Details) - USD ($) $ in Thousands	3 Months Ended					6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Changes in Stockholders' (Deficit) Equity
Balance	$ 30,776	$ 36,959	$ 44,334	$ 58,132	$ 12,708	$ 44,334	$ 14,488	$ 44,334	$ 14,488	$ 44,334	$ 14,488
Net loss	(12,186)	(9,444)	(8,115)	(17,134)	(3,889)	(17,559)	(8,763)	(29,745)	(25,897)	(46,214)	(63,146)
Stock-based compensation expense, net	359	770	719	10,234		1,489		1,848	9,971	2,087	12,227
Balance	18,953	30,776	36,959	79,312	58,132	30,776	58,132	18,953	79,312	3,661	44,334
As Previously Reported
Changes in Stockholders' (Deficit) Equity
Balance	32,363	38,625	46,072	58,119	12,708	46,072	14,488	46,072	14,488	46,072	14,488
Net loss	(11,811)	(9,576)	(8,215)	(17,699)	(3,902)	(17,791)	(8,776)	(29,602)	(26,475)		(61,933)
Stock-based compensation expense, net	387	823	747	10,720		1,570		1,957	10,457		12,752
Balance	20,943	32,363	38,625	79,220	58,119	32,363	58,119	20,943	79,220		46,072
Adjustment
Changes in Stockholders' (Deficit) Equity
Balance	(1,587)	(1,666)	(1,738)	13		(1,738)		(1,738)		(1,738)
Net loss	(375)	132	100	565	13	232	13	(143)	578		(1,213)
Stock-based compensation expense, net	(28)	(53)	(28)	(486)		(81)		(109)	(486)		(525)
Balance	(1,990)	(1,587)	(1,666)	92	13	(1,587)	13	(1,990)	92		(1,738)
Additional Paid-in Capital
Changes in Stockholders' (Deficit) Equity
Balance	626,380	623,118	622,399	581,823	532,504	622,399	529,435	622,399	529,435	622,399	529,435
Stock-based compensation expense, net	359	770	719	10,234		1,489		1,848	9,971	2,087	12,227
Balance	626,739	626,380	623,118	620,125	581,823	626,380	581,823	626,739	620,125	627,935	622,399
Additional Paid-in Capital \| As Previously Reported
Changes in Stockholders' (Deficit) Equity
Balance	626,986	623,671	622,924	581,823	532,504	622,924	529,435	622,924	529,435	622,924	529,435
Stock-based compensation expense, net	387	823	747	10,720		1,570		1,957	10,457		12,752
Balance	627,373	626,986	623,671	620,611	581,823	626,986	581,823	627,373	620,611		622,924
Additional Paid-in Capital \| Adjustment
Changes in Stockholders' (Deficit) Equity
Balance	(606)	(553)	(525)			(525)		(525)		(525)
Stock-based compensation expense, net	(28)	(53)	(28)	(486)		(81)		(109)	(486)		(525)
Balance	(634)	(606)	(553)	(486)		(606)		(634)	(486)		(525)
Accumulated Deficit
Changes in Stockholders' (Deficit) Equity
Balance	(595,532)	(586,088)	(577,973)	(523,590)	(519,701)	(577,973)	(514,827)	(577,973)	(514,827)	(577,973)	(514,827)
Net loss	(12,186)	(9,444)	(8,115)	(17,134)	(3,889)	(17,559)	(8,763)	(29,745)	(25,897)	(46,214)	(63,146)
Balance	(607,718)	(595,532)	(586,088)	(540,724)	(523,590)	(595,532)	(523,590)	(607,718)	(540,724)	(624,187)	(577,973)
Accumulated Deficit \| As Previously Reported
Changes in Stockholders' (Deficit) Equity
Balance	(594,551)	(584,975)	(576,760)	(523,603)	(519,701)	(576,760)	(514,827)	(576,760)	(514,827)	(576,760)	(514,827)
Net loss	(11,811)	(9,576)	(8,215)	(17,699)	(3,902)	(17,791)	(8,776)	(29,602)	(26,475)		(61,933)
Balance	(606,362)	(594,551)	(584,975)	(541,302)	(523,603)	(594,551)	(523,603)	(606,362)	(541,302)		(576,760)
Accumulated Deficit \| Adjustment
Changes in Stockholders' (Deficit) Equity
Balance	(981)	(1,113)	(1,213)	13		(1,213)		(1,213)		$ (1,213)
Net loss	(375)	132	100	565	13	232	13	(143)	578		(1,213)
Balance	$ (1,356)	$ (981)	$ (1,113)	$ 578	$ 13	$ (981)	$ 13	$ (1,356)	$ 578		$ (1,213)

- Definition

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

2021 Restatement and Other Corrections of Previously Issued Consolidated Financial Statements - Effect of Revision (Details) - USD ($) $ in Thousands	3 Months Ended					6 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021	Jun. 15, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Goodwill				$ 22,950	$ 23,520		$ 23,520		$ 22,950
General and administrative	$ 3,784	$ 5,363	$ 3,892	11,883	4,298	$ 9,254	7,018	$ 13,037	18,902	$ 17,250	$ 24,319
Stock-based compensation expense, net	359	770	719	10,234		1,489		1,848	9,971	2,087	12,227
Income tax benefit	(363)	9	30			39		(324)		$ (380)	(274)
Obalon Therapeutics Inc.
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Goodwill												$ 23,463
Adjustment
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Goodwill				1,897	1,897		1,897		1,897
General and administrative	(88)	(91)	(271)	(169)	$ (13)	(362)	$ (13)	(451)	(183)		(91)
Stock-based compensation expense, net	$ (28)	$ (53)	(28)	$ (486)		(81)		(109)	$ (486)		(525)
Income tax benefit			$ 187			$ 187		$ 187			(168)
Legal accruals for potential loss contingencies											(200)
Adjustment \| Change in capitalization and amortization term from merger \| Obalon Therapeutics Inc.
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Intangible assets acquired											1,900
Goodwill											1,900
General and administrative											200
Adjustment \| Error in fair value of stock options
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Stock-based compensation expense, net											$ (500)

Description of the Business and Risks and Uncertainties

12 Months Ended

Dec. 31, 2022

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

We were incorporated under the laws of Delaware on January 2, 2008. On June 15, 2021, we completed a merger with ReShape Lifesciences Inc. Pursuant to the Merger Agreement, a wholly owned subsidiary of Obalon merged with and into ReShape, with ReShape surviving the merger as a wholly owned subsidiary of Obalon. As a result of the merger, Obalon, the parent company, was renamed “ReShape Lifesciences Inc.” and ReShape was named ReShape Weightloss Inc. ReShape Lifesciences’ shares of common stock trade on the Nasdaq under the symbol RSLS.

ReShape Medical (formerly ReShape Lifesciences Inc.) was 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 consists of the Lap-Band^® Adjustable Gastric Banding System, ReShapeCare^TM virtual health coaching program, ReShape Market Place, including ReShape Optimize^TM a supplemental multivitamin, the Obalon Balloon System, the first and only swallowable gas filled balloon system, and the Diabetes Bloc-Stim Neuromodulation, a technology under development as a new treatment for type 2 diabetes mellitus. The Company sells the Lap-Band worldwide and is managed in the following geographical regions: United States, Australia, Europe and the rest of world. Refer to Note 15 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 5 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 18 for additional information about contingencies and litigation matters.

Warrants - Warrant assumptions (Details)	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares	Jul. 15, 2021	Dec. 31, 2020 shares
Class of Warrant or Right [Line Items]
Warrants (in shares)	193,476	139,047		161,050
Reload warrants - June 2022 \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants (in shares)	74,773
Reload warrants - November 2022 \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants (in shares)	57,693
Representatives Warrants [Member] \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants (in shares)	2,885
Pre-funded warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants (in shares)	9,841
January 19, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants (in shares)		11,274
June 28, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants (in shares)		118,941
July 16, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants (in shares)		8,000
Strike Price \| Reload warrants - June 2022 \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs \| $ / shares	33.33
Strike Price \| Reload warrants - November 2022 \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs \| $ / shares	15.00
Strike Price \| Representatives Warrants [Member] \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs \| $ / shares	15.00
Strike Price \| Pre-funded warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs \| $ / shares	0.05
Strike Price \| January 19, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs \| $ / shares		310.50
Strike Price \| June 28, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs \| $ / shares		300.00
Strike Price \| July 16, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs \| $ / shares		202.00
Volatility
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs			1.221
Volatility \| Reload warrants - June 2022 \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.648
Volatility \| Reload warrants - November 2022 \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.843
Volatility \| Representatives Warrants [Member] \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.843
Volatility \| Pre-funded warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.843
Volatility \| January 19, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs		0.971
Volatility \| June 28, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs		0.976
Volatility \| July 16, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs		1.577
Remaining Life \| Reload warrants - June 2022 \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants term	7 years 6 months
Remaining Life \| Reload warrants - November 2022 \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants term	5 years 6 months
Remaining Life \| Representatives Warrants [Member] \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants term	5 years
Remaining Life \| Pre-funded warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants term	5 years 6 months
Remaining Life \| January 19, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants term		5 years
Remaining Life \| June 28, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants term		5 years
Remaining Life \| July 16, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrants term		5 years
Risk Free Rate
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs			0.0044
Risk Free Rate \| Reload warrants - June 2022 \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.0332
Risk Free Rate \| Reload warrants - November 2022 \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.0421
Risk Free Rate \| Representatives Warrants [Member] \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.0423
Risk Free Rate \| Pre-funded warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.0421
Risk Free Rate \| January 19, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs		0.0045
Risk Free Rate \| June 28, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs		0.009
Risk Free Rate \| July 16, 2021 placement agent warrants \| Black Scholes Model
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs		0.0079