See accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

RESHAPE LIFESCIENCES INC.

Condensed Consolidated Statements of Cash Flows

~~(Unaudited)~~(dollars in thousands; unaudited)

Nine Months Ended September 30,

2017

2016

Cash flows from operating activities:




Net loss

$
(24,200,665)

$
(18,926,390)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

113,831

109,382

Stock-based compensation

3,483,451

2,201,949

        Warrants issued to former holders of convertible notes

4,438,149

—

Amortization of commitment fees, debt issuance costs and original issue discount

—

1,596,093

Amortization of intangible assets

44,777

—

Change in value of convertible notes payable

—

200,004

Change in value of warrant liability

283,688

(3,330,254)

Change in operating assets and liabilities:

Accounts receivable

(189,365)

(133,752)

Inventory

(257,157)

(447,537)

Prepaid expenses and other current assets

224,151

459,970

Other assets

443,033

(290,480)

Accounts payable

(788,186)

508,769

Accrued expenses

675,829

(744,036)

Accrued interest payable

—

1,673,793

Net cash used in operating activities

(15,728,464)

(17,122,489)

Cash flows from investing activities:

Acquisition, net of cash acquired

(1,848,720)

—

Purchases of property and equipment

(108,625)

(11,544)

Net cash used in investing activities

(1,957,345)

(11,544)

Cash flows from financing activities:

Proceeds from warrants exercised

3,334,176

—

Proceeds from sale of common stock and warrants for purchase of common stock (January 2017)

6,468,148

—

Proceeds from sale of convertible preferred stock (January 2017)

12,531,000

—

Proceeds from sale of convertible preferred stock (August 2017)

18,400,000

—

Common stock financing costs

(2,505,244)

(28,000)

Preferred stock financing costs

(419,761)

—

Proceeds from convertible notes payable

—

17,250,000

Repayments on convertible notes payable

—

(446,867)

Debt issuance costs

—

(726,793)

Net cash provided by financing activities

37,808,319

16,048,340

Net increase in cash and cash equivalents

20,122,510

(1,085,693)

Cash and cash equivalents:

Beginning of period

3,310,787

7,927,240

End of period

$
23,433,297

$
6,841,547

Supplemental disclosure:

Cash paid for interest

$
—

$
169,259

Noncash investing and financing activities:

Issuance of convertible preferred shares and common shares for acquisition

$
26,258,963

$
—

Conversion of convertible preferred shares to common stock

$
21,528,000

$
—

Conversion of convertible notes and interest payable

$
—

$
14,234,201


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

See accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

~~Table of Contents~~

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

Series A Warrants


September 30, 2017

December 31, 2016

Risk-free interest rates

1.31
%

1.20
%
Expected life

15
months

24
months
Expected dividends

—
%

—
%
Expected volatility

194.28
%

122.03
%
Fair value

$
2,159

$
36,000

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

December 31, 2016


November 2015 Note Warrants

January 2016 Note Warrants

May 2016 Note Warrants

Risk-free interest rates

1.47
%

1.93
%

1.93
%
Expected life

46
months

48
months

52
months
Expected dividends

—
%

—
%

—
%
Expected volatility

102.29
%

108.57
%

106.37
%
Fair value

$
449

$
1,633

$
1,037

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

Level 1

Level 2

Level 3

Total
Common stock warrants at December 31, 2016

$
—

$
39,119

$
—

$
39,119
Common stock warrants at September 30, 2017

$
—

$
2,159

$
—

$
2,159

During the three and nine months ended September 30, 2016, the Company had amounts outstanding from 7% senior amortizing convertible notes (the Notes) related to Note issuances on November 9, 2015 (the First Closing) and January 11, 2016 (the Second Closing) and May 2, 2016 (the Third Closing), when the Company issued Notes with principal amounts of $1.5 million, $11.0 million and $6.25 million, respectively. As of December 31, 2015, the fair value of the outstanding Notes from the First Closing was determined to be $1.3 million. The fair value of the Notes issued with the Second Closing was determined to be $9.9 million on the January 11, 2016 issue date and $2.4 million on September 30, 2016. The fair value of the Notes issued with the Third Closing was determined to be $6.0 million on the May 2, 2016 issue date and $3.2 million on September 30, 2016. The fair values were calculated using a Binomial Lattice model and the following assumptions:

November 2015 Notes

January 2016 Notes


September 30, 2016


December 31,    2015

September 30, 2016


January 11, 2016

Risk-free interest rates

N/A

1.11
%

0.65
%

1.01
%
Expected life

N/A

1.86
years

1.11
years

1.83
years
Expected dividends

N/A

—
%

—
%

—
%
Expected volatility

N/A

57.5
%

70.0
%

60.0
%
Fair value per share of common stock

N/A

$
0.03

$
0.002

$
0.02

May 2016 Notes


September 30, 2016


May 2, 2016

Risk-free interest rates

0.65
%

0.69
%
Expected life

1.11
years

1.52
years
Expected dividends

—
%

—
%
Expected volatility

70.0
%

65.0
%
Fair value per share of common stock

$
0.002

$
0.01

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~~(5) Inventory~~Prepaid expenses and other current assets:


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

~~From~~Accounts payable and accrued liabilities:


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

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

(5) Impairment of Intangible Assets

Second Quarter 2019

Indefinite-lived intangible assets consist of in-process research and development ~~related activities~~(“IPR&D”) for the ReShape Vest recorded in connection with the Company’s acquisition of BarioSurg, Inc. (“BarioSurg”) in May 2017. The Company has completed the feasibility study for the ReShape Vest and ~~had accordingly been expensed as incurred. In December 2011,~~began clinical trials in Europe in 2018. During the second quarter of 2019, the Company ~~began receiving ARTG listings for components~~performed a qualitative impairment analysis of the ~~vBloc Rechargeable System from~~IPR&D. Due to delays in the ~~Australian Therapeutic Goods Administration, with~~clinical trials experienced during the ~~final components being listed on~~first six months of 2019, the ~~ARTG in January 2012.~~Company revised its expectations of when revenues would commence for the ReShape Vest, thus reducing the projected near-term future net cash flows related to the ReShape Vest. As a result, the Company determined certain assets were recoverable as inventory beginning in December 2011. The Company accounts for inventory at the lower of cost or market and records any long-term inventory as other assets in the condensed consolidated balance sheets. There was $1.1 million and $676,000 of long-term inventory, primarily consisting of raw materials, as September 30, 2017 and December 31, 2016, respectively.

~~Current inventory consists~~performed a quantitative impairment analysis of the ~~following as of:~~

September 30,

December 31,

2017

2016
Raw materials

$
207,758

$
335,606
Work-in-process

1,362,399

1,437,957
Finished goods

16,472

16,015
Inventory

$
1,586,629

$
1,789,578

~~(6) Commitments~~IPR&D and ~~Contingencies~~

~~Operating Lease~~

recorded an impairment charge of $6,588 for the excess of the carrying value over the estimated fair value. The fair value of the IPR&D was estimated using an income approach which included discounting the revised projected future net cash flows to their present value.

The Company ~~rents~~also assessed the recoverability of finite-lived intangible assets and did not identify any impairment as a result the performance of this analysis.

Second Quarter 2018

As described in Note 8 of the Company's Consolidated Financial Statements included in its ~~headquarters office, warehouse and laboratory facilities under~~Annual Report on Form 10-K for the year ended December 31, 2018, subsequent to the Company’s registered direct securities offering on

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April 3, 2018, the price of the Company’s common stock declined significantly. Management determined that this event was an ~~operating lease, which was originally set to expire on September 30, 2015. On August 25, 2015,~~indicator of potential impairment as the magnitude of the decline indicated that the net equity of the Company ~~entered into~~may be in excess of its fair market value and conducted an ~~amendment extending~~impairment analysis during the ~~term~~second quarter of 2018. As a result, the Company recorded an impairment charge of $14,005 for the full write-down of the ~~operating lease~~goodwill recorded in connection with its acquisition of BarioSurg. In addition, as described in Note 3, discontinued operations for the three ~~years until September~~and six months ended June 30, 2018 include a goodwill impairment charge for the full write-down of the goodwill recorded in connection with ~~monthly base rent ranging from $18,925 to $20,345.~~

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

~~With the October 2, 2017~~Company’s acquisition of ReShape ~~Medical,~~Medical.

In conjunction with the Company’s evaluation of goodwill for impairment in the second quarter of 2018, the Company performed a qualitative impairment analysis on indefinite-lived intangible assets other than goodwill, andassessed the recoverability of finite-lived intangible assets. The Company did not identify any impairments of such indefinite-lived or finite-lived intangible assets as a result the performance of these analyses.

(6) Debt

Asset Purchase Consideration Payable

The asset purchase consideration payable related to the Company’s December 2018 acquisition of the Lap-Band product line from Apollo was initially recorded at net present value using a discount rate of 5.1%. The asset purchase consideration payable is secured by a first security interest in substantially all of the Company’s assets. At June 30, 2019, the aggregate carrying value of the current and noncurrent asset purchase consideration payable of $6,475, as adjusted for accretion of interest, and due to the first security interest held by Apollo, approximates fair value.

Convertible Subordinated Debentures

On March 29, 2019, the Company completed a private placement with certain healthcare focused institutional investors for the sale of secured subordinated original issue discount convertible debentures (“debentures”) for a purchase price of $2,000. The debentures had a maturity of June 28, 2019 and a face amount of $2,200, reflecting a 10% original issue discount. The Company recorded an additional debt discount and a derivative liability for the fair value of the bifurcated embedded conversion features discussed below. The initial carrying amount of the debentures was recorded net of discounts and deferred financing costs of $1,498. The Company repaid the debentures on June 20, 2019 at their face amount of $2,200 with proceeds from an equity financing which closed on June 18, 2019. In connection with the early repayment of the debentures, the Company recorded a loss on extinguishment of debt of $71, which consisted of the unamortized debt discount and deferred financing costs.

The debentures contained a conversion feature that provided that, at any time after June 28, 2019, if the debentures had not been repaid, but subject to certain investor ownership limitations, the debentures were convertible into shares of common stock at a conversion price equal to the lesser of $0.33 and 80% of the average of the lowest two volume weighted average prices of the Company’s common stock during the 20 trading days prior to conversion. The Company analyzed the conversion features embedded in the debentures and determined that bifurcation and liability classification was required under ASC 815 due to the variable number of shares issuable upon conversion. The fair value of the bifurcated embedded conversion features was determined to be $481 as of the issuance date using a Monte Carlo model and primarily Level 3 inputs. Upon the closing of the Company’s equity financing and the Company’s planned use of a portion of the proceeds to repay the debentures, the fair value of the embedded derivative liability was reduced to zero as the conversion feature was no longer available. The fair value adjustment to the embedded derivative liability of $481 was recorded as a reduction to Interest Expense for the three and six months ended June 30, 2019.

In connection with the financing, the Company amended the exercise price of warrants to purchase up to 8 million shares of common stock held by the investors that were issued on November 28, 2018 from $1.50 per share to $0.01 per share. The value attributable to the exercise price reduction of $130 was recorded in Warrant Expense for the six months ended June 30, 2019 and was estimated using the Black Scholes option pricing model using a risk-free interest rate of 2.2%, an expected term of 4.7 years, expected dividends of zero and expected volatility of 204.4%.

(7) Leases

On the date of adoption of Topic 842, the Company had noncancelable operating leases ~~separate~~for office and ~~manufacturing/~~warehouse space in San Clemente, ~~California.~~California and noncancelable operating leases for certain office equipment that expire at various

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dates through 2022. The Company does not have any short-term leases or financing lease arrangements and there have been no lease modifications. Certain of the Company’s equipment leases include variable lease payments that are adjusted periodically based on actual usage. Lease and non-lease components are accounted for separately.

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

Supplemental information related to operating leases was as follows:


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

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

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

Maturities of operating lease ~~for office space has a term that runs through~~liabilities at June 30, ~~2022 with base rent~~2019 were as follows:


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

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

Disclosures related to periods prior to adopting the new lease guidance

Future minimum lease commitments under noncancelable operating leases as of ~~approximately $24,600 per month and with annual rent escalations of approximately 3%. The operating lease for manufacturing/warehouse space has a term that runs through October~~December 31, ~~2019 with base rent of approximately $10,900 per month.~~2018 were as follows:


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

~~Total rent expense recognized for each~~(8) Equity

As described in Note 12 of the ~~three month periods~~Company's Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended ~~September~~December 31, 2018, certain of the Company’s issuances of convertible preferred stock and warrants contain non-standard down round features which result in adjustments to the conversion price of the preferred stock and exercise price of the warrants in the event of future stock sales at a lower unit price. As of June 30, 2019, warrants issued to investors in connection with the sale of convertible preferred stock in August 2017 and ~~2016~~warrants issued to investors in connection with the sale of common stock in June, July and August 2018, as amended, contain

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such down round features. At June 30, 2019, the exercise price of warrants with these down round features was ~~$64,893~~$0.02 per share, as last reset effective with a direct financing completed on June 18, 2019.

Down round adjustments were not material during the three and ~~$58,905~~six months ended June 30, 2019. During the three and six months ended June 30, 2018, the Company recorded a total of $3,842 of down round adjustments attributable to changes in the conversion price of convertible preferred stock and reductions in the exercise price of warrants. The value attributable to the warrant exercise price reductions in the three and six months ended June 30, 2018 was estimated using the Black Scholes model using risk-free interest rates ranging from 2.13% to 2.81%; expected lives ranging from less than one year to 6.2 years; expected dividends of zero and expected volatility ranging from 111.63% to 126.38%.

The Company had the following equity transactions during the six months ended June 30, 2019 and 2018:

June 2019 Issuance of Common Stock and Warrants

On June 18, 2019, the Company completed a private placement with certain healthcare focused institutional investors for the sale of 15,600,000 shares of common stock at a purchase price of $0.02 per share and series C prefunded warrants to purchase 384,400,000 shares of common stock at a purchase price of $0.019 per share. The exercise price of each pre-funded warrant is $0.001 per share. The Company also issued series A warrants to purchase 400,000,000 shares of common stock at an exercise price of $0.020 per share and series B warrants to purchase 400,000,000 shares of common stock at an exercise price of $0.022 per share. Net proceeds from the private placement were $6,873 after deducting placement agent fees and other transaction costs. In connection with the registered direct offering, the placement agent received warrants to purchase 28,000,000 shares of common stock at an exercise price of $0.025 per share. The warrants issued to the placement agent are not exercisable until after the Company effects a reverse stock split.

The prefunded series C and the series A and B warrants were exercisable upon the closing of the ~~nine-month periods was $185,436 and $176,175. At September 30, 2017, future minimum payments for~~private placement; however, until the Company ~~including~~effects a reverse stock split, the ~~lease obligations related~~number of warrants that may be exercised is limited to the ~~October 2, 2017 acquisition~~number of ~~ReShape Medical (see also Note11, Subsequent Events)~~available unissued authorized shares, as defined in the warrant agreements (“Issuable Maximum”). Because the warrant holders may elect to exercise any of the series C prefunded or series A and B warrants up to their pro rata share of the Issuable Maximum, the $7,304 in gross proceeds from the sale of the series C prefunded warrants was recorded as a liability. As a result of the liability treatment of the prefunded warrants, the Company included $714 of the transaction costs in Other, net in the Condensed Consolidated Statements of Operations.

The series A and B warrants, series C prefunded warrants and common stock issued contain variable price features until the Company effects a reverse stock split. As a result, the total number of the shares of common stock and series C prefunded warrants purchased and the exercise prices of the series A and B warrants are not fixed until after the Company effects a reverse stock split. The Company analyzed the variable price features and established a warrant liability at the issuance date of $15,966. As the initial value of the warrant liability exceeded the proceeds received from the equity offering, the excess value of $8,340 was recorded as ~~follows:~~Warrant Expense. The Company revalued the warrant liability at June 30, 2019 and recorded the decrease in fair value of $4,213 as a reduction of Warrant Expense in the Condensed Consolidated Statements of Operations. The fair values of the warrant liability were determined using a Monte Carlo model and primarily Level 3 inputs.

February 2019 Conversion of Common Stock into New Series of Convertible Preferred Stock

Year ending December 31,

Remaining three months of 2017

$
173,832
2018

633,695
2019

419,082
2020

319,262
2021

327,949
2022

165,061

$
2,038,881

On February 1, 2019, pursuant to an exchange agreement with Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) 1,192,000 shares of the Company’s common stock were exchanged for an aggregate of 1,192,000 shares of series E convertible preferred stock, par value $0.01 per share (“Series E Preferred Stock”) in a noncash transaction. Each share of Series E Preferred Stock was convertible into one share of common stock at Sabby’s election. In April 2019, all shares of Series E Preferred Stock were converted into an equal number of shares of common stock.

Conversion of Series B Convertible Preferred Stock into Common Stock

During the six months ended June 30, 2019, 156 shares of Series B convertible preferred stock (“Series B Preferred Stock”) were converted into 124,800 shares of common stock. At June 30, 2019, the remaining 3 shares of Series B Preferred stock are convertible into 150,000 shares of common stock.

1514

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June 2018 Issuances of Common Stock and Warrants

On June 21, 2018, the Company completed a registered direct offering which included the sale of 3,354 shares of common stock at a purchase price of $429.80 per share per share and warrants to purchase 3,354 shares of common stock at a purchase price of $17.50 per share. The initial exercise price of each warrant was $431.20 per share. In connection with the registered direct offering, the placement agent received warrants to purchase 163 shares of common stock at an exercise price of $558.60 per share. Net proceeds from the registered direct offering were $1,269, after deducting placement agent fees and other transaction costs. The Company used $500 of the net proceeds of the offering to redeem 500 of the then currently 5,250 outstanding shares of its series D convertible preferred stock, which the Company agreed to as an inducement to obtain the required consent of the holder of series D convertible preferred stock for the Company to complete the offering.

On June 9, 2018, the Company completed a registered direct offering which included the sale of 2,676 shares of common stock at a purchase price of $548.80 per share per share and warrants to purchase 2,007 shares of common stock at a purchase price of $17.50 per share. The initial exercise price of each warrant was $550.20 per share. In connection with the registered direct offering, the placement agent received warrants to purchase 188 shares of common stock at an exercise price of $701.40 per share. Net proceeds from the registered direct offering were $1,232, after deducting placement agent fees and other transaction costs.

April 2018 Issuance of Convertible Preferred Stock and Warrants

On April 3, 2018 the Company completed a registered direct offering which included the sale of 6,000 shares of series D convertible preferred stock, par value $0.01 per share (“Series D Preferred Stock”), at a purchase price of $1,000 per share and warrants to purchase 16,667 shares of common stock at an initial exercise price of $1,575 per share. Net proceeds from the registered direct offering were $5,081, after deducting placement agent fees and other transaction costs. In April 2019, the remaining warrants to purchase 16,366 shares of common stock, net of the warrants exercised in May 2018 as discussed in Note 8, expired in accordance with their terms.

In addition to the shares of Series D Preferred Stock redeemed in connection with the registered direct offering completed on June 21, 2018, 750 shares of the Series D Preferred Stock were converted into 477 shares of common stock during the three and six months ended June 30, 2018.

(9) Warrants

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

(10) Revenue Disaggregation and Operating Segments

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


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


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

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

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

Operating Segments

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

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

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

(11) Income Taxes

In connection with the impairment of IPR&D discussed in ~~human clinical trials, including~~Note 5, which resulted in a reduction in the ~~EMPOWER trial~~deferred tax liability associated with the indefinite-lived intangible asset, the Company recorded an income tax benefit of $586 for the three and ~~ReCharge trial. Both~~six months ended June 30, 2019. The income tax benefit is net of an increase to the deferred tax valuation allowance of $1,052 for the portion of the deferred tax liability reversal that had been netted with the deferred tax asset associated with U.S. federal net operating loss carryforwards that do not expire.

The income tax benefit from continuing operations for the three and six months ended June 30, 2018 of $1,209 and $2,591, respectively, reflects the tax impact of the net operating losses from continuing operations generated in the periods which have an indefinite carryover period. A portion of these ~~clinical trials require patients~~net operating losses were supported by expected taxable income from the reversal of indefinite-lived intangibles, such that they are more likely than not to be ~~followed out~~realized.

(12) Stock-based Compensation

Stock-based compensation expense related to ~~60 months.~~stock options issued under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan (the “Plan”) and as inducement grants for the three and six months ended June 30, 2019 and 2018 was as follows:


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

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

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

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


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

The total estimated grant date fair value of stock options granted during the three and six months ended June 30, 2018 was $3,468.

(13) Commitments and Contingencies

Litigation

Fulfillium. On April 20, 2017, Fulfillium, Inc. filed a complaint against ReShape Medical, Inc. (which the Company acquired in October 2017 and which is now a wholly owned subsidiary of the Company) in the U.S. District Court for the District of Delaware, which alleged misappropriation of trade secrets and infringement of two U.S. Patents (“Fulfillium I”). On July 28, 2017, ReShape Medical moved to dismiss both the trade secret claim and certain aspects of the patent infringement claim, and to transfer the litigation to the U.S. District Court for the Central District of California. On October 16, 2017, the Court granted ReShape Medical’s motion to dismiss the trade secret and willful infringement claims, and ordered the case transferred to the U.S. District Court for the Central District of California. Fulfillium twice amended its complaint, narrowing its original trade secret claim and adding further patent infringement claims and additional parties. On June 4, 2018, ReShape Medical filed a motion to dismiss the patent infringement claims for lack of standing, which the Court granted on July 5, 2018. On August 10, 2018, the Court dismissed without prejudice the trade secret claim for lack of subject matter jurisdiction and terminated the case. Fulfillium has appealed these dismissals and ReShape Medical has appealed the grant and denial of certain attorney fee awards. On July 20, 2018, Fulfillium filed a new complaint against ReShape Lifesciences, Inc. (and its wholly owned subsidiary ReShape Medical LLC) in the U.S. District Court for the Central District of California (“Fulfillium II”) reasserting the patent infringement claims asserted in Fulfillium I. On August 15, 2018, Fulfillium amended its complaint in Fulfillium II to reassert the trade secret misappropriation claim asserted in Fulfillium I against ReShape Medical LLC and others. On September 7, 2018, Fulfillium filed a complaint in California state court alleging the same trade secret misappropriation claim asserted in both Fulfillium I and Fulfillium II. On November 7, 2018, the Court dismissed the non-Company parties from Fulfillium II. On April 20, 2018, ReShape Medical filed Inter Partes Review (“IPR”) petitions with the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office (the “PTAB”) to have all claims of both of the originally asserted Fulfillium patents canceled as unpatentable over various combinations of prior art. On November 6, 2018, the PTAB denied those petitions. The parties held a mediation on April 9, 2019, but were unable to resolve the matter. The Company ~~is required~~intends to ~~pay~~continue to vigorously defend itself against Fulfillium’s claims. We currently are unable to estimate the losses or range of loss for ~~patient follow up visits only~~these two matters.

Alpha and Iroquois. On July 12, 2018, Alpha Capital Anstalt (“Alpha”) filed a complaint against the Company in the U.S. District Court for the Southern District of New York. In August 2017, Alpha acquired shares of the Company’s series B convertible preferred stock and warrants to purchase shares of the Company’s common stock in an underwritten public offering. Pursuant to the ~~extent they occur. In~~terms of the ~~event a patient does not attend a follow up visit,~~series B convertible preferred stock and warrants, the conversion price of the series B convertible preferred stock and exercise price of the warrants was subject to adjustment in the case of, among other things, dilutive issuances of securities by the Company. The complaint alleged breach of contract, claiming that the Company should have adjusted the conversion price of the series B convertible preferred stock and exercise price of the warrants to not less than$420.00 per share, rather than the $1,575.00 per share to which the Company actually adjusted such conversion price and exercise price, in connection with its registered direct offering of series D convertible preferred stock and warrants to purchase common stock that it completed and announced in April 2018. On July 26, 2018, Iroquois Capital Investment Group, LLC and Iroquois Master Fund, Ltd. (“Iroquois”) filed a complaint against the Company in the U.S. District Court for the Southern District of New York, with substantially the same claims and

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seeking substantially the same relief as Alpha’s complaint described above, except that Iroquois claimed that the conversion price of the series D convertible preferred stock and exercise price of the warrants should have been adjusted to $189.00 per share. Following a mediation held on June 20, 2019, the parties each entered into a mutually agreeable settlement agreement resolving the issues raised in the complaints filed by each Alpha and Iroquois. Pursuant to the settlement agreements, each lawsuit has ~~no financial obligation.~~been dismissed with prejudice. The terms of the settlement agreements are confidential.

Except as disclosed in the foregoing paragraphs, the Company is ~~also required~~not currently a party to ~~pay for explants~~any litigation and the Company is not aware of any pending or ~~revisions, including potential conversions of ReCharge control devices to active devices, should a patient request or be required~~threatened litigation against it that is reasonably possible to have ~~one during~~a material adverse effect on the ~~course of~~Company’s business, operating results or financial condition. The medical device industry in which the ~~clinical trials. The~~ Company ~~has no financial obligation unless an explant, revision or conversion~~operates is ~~requested or required. Clinical trial costs are expensed~~characterized by frequent claims and litigation, including claims regarding patent and other intellectual property rights as ~~incurred.~~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~~is reasonably possible to have a material adverse effect on the Company’s business, operating results or financial condition.

~~Litigation~~

On February 28, 2017, the Company received a class action and derivative complaint filed on February 24, 2017 in U. S. District Court for the District of Delaware by Vinh Du, one of the Company’s shareholders. The complaint names as defendants ReShape Lifesciences, the board of directors and four members of our senior management, namely, Scott Youngstrom, Nick Ansari, Peter DeLange and Paul Hickey, and contains a purported class action claim for breach of fiduciary duty against the board of directors and derivative claims for breach of fiduciary duty against the board of directors and unjust enrichment against our senior management. The allegations in the complaint relate to the increase in the number of shares authorized for grant under our Second Amended and Restated 2003 Stock Incentive Plan (the “Plan”), which was approved by our shareholders at the Special Meeting of Shareholders held on December 12, 2016 (the “Special Meeting”), and to our subsequent grant of stock options on February 8, 2017, to the Company’s Directors and senior management to purchase an aggregate of 1,093,450 shares of our common stock (the “Option Grants”). In the complaint, the plaintiff contends that (i) the number of shares authorized for grant under the Plan, as adjusted by the board of directors after the Special Meeting for the subsequent recapitalization of the Company, resulted from an alleged breach of fiduciary duties by the board of directors, and (ii) our senior management was allegedly unjustly enriched by the subsequent Option Grants. The plaintiff seeks relief in the form of an order rescinding the Plan as approved by the shareholders at the Special Meeting, an order cancelling the Option Grants, and an award to plaintiff for his costs, including fees and disbursements of attorneys, experts and accountants. On April 17, 2017, we filed a motion to dismiss the complaint based on the plaintiff’s failure to satisfy Delaware’s demand requirement for a derivative action and failure to state a valid claim. The motion is now fully briefed and the Court will hear oral argument on November 28, 2017. We believe the allegations in the complaint are without merit, and intend to defend the action vigorously.

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not rule on the motion for leave to amend the complaint to add the proposed new party, which remains fully briefed. Management of the Company intends to vigorously defend against the claims and believes the risk of loss remote.

~~(7) Senior Amortizing Convertible Notes~~

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

~~(8) Stock-based Compensation~~

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

Based on the application of these standards, stock-based compensation expense for stock-based awards under the Company’s Amended and Restated 2003 Stock Incentive Plan (the Plan) and inducement grants for the three and nine months ended September 30, 2017 and 2016, including $138,000 and $4,000 for nonemployees, respectively, was allocated to operating expenses follows:

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Selling, general and administrative

$
599,767

$
310,133

$
3,412,820

$
1,731,768

Research and development

17,584

45,203

70,631

470,181

Total

$
617,351

$
355,336

$
3,483,451

$
2,201,949

As of September 30, 2017 there was approximately $5.2 million of total unrecognized compensation costs, related to employee unvested stock option awards, which are expected to be recognized over a weighted-average period of 2.4 years.

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

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Risk-free interest rates

1.88%-1.99%

1.03%

1.88%-2.34%

0.87%–1.64%

Expected life

6.25 years

4.00 years

6.00 years–10.00 years

4.00 years–6.25 years

Expected dividends

0%

0%

0%

0%

Expected volatility

90.93%

96.64%

90.93%–131.24%

88.43%–96.10%

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~~Option activity under the Plan for the nine months ended September 30, 2017 was as follows:~~

Outstanding Options

Shares

Available For

Number of

Weighted-Average

Grant

Shares (1)

Exercise Price (1)
Balance, December 31, 2016

2,988,243

19,840

$
770.35
Shares reserved

—

—

—
Options granted

(1,333,450)

1,333,450

6.71
Options exercised

—

—

—
Options cancelled

22,124

(22,124)

55.73
Balance, September 30, 2017

1,676,917

1,331,166

$
22.63

~~_________________~~

~~(1)~~

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

~~(9) Stock Sales~~

~~January 2017 Issuance of Common Stock, Convertible Preferred Stock and Warrants~~

On January 23, 2017, the Company closed an underwritten public offering consisting of units of common stock, convertible preferred stock and warrants to purchase common stock. Gross proceeds of the offering were $19.0 million, prior to deducting underwriting discounts and commissions and offering expenses of $2.5 million.

The offering was comprised of Class A Units, priced at a public offering price of $5.31 per unit, with each unit consisting of one share of common stock and one five-year warrant (each, a "2017 Warrant") to purchase one share of common stock with an exercise price of $5.84 per share, and Class B Units, priced at a public offering price of $1,000 per unit, with each unit comprised of one share of Series A Preferred Stock (the Preferred Stock), which was convertible into 188 shares of common stock, and 2017 Warrants to purchase 188 shares of common stock. The conversion price of the Preferred Stock issued in the transaction as well as the exercise price of the 2017 Warrants are fixed priced and do not contain any variable pricing features nor any price based anti-dilutive features apart from customary adjustments for splits and reverse splits of common stock and both have been recorded within Shareholders’ Equity in the condensed consolidated balance sheet. The Preferred Stock included a beneficial ownership limitation of 4.99%, but had no dividend preference (except to extent dividends are also paid on the common stock), liquidation preference or other preferences over common stock. The securities comprising the units were issued separately in the offering.

A total of 1,218,107 shares of common stock, 12,531 shares of Preferred Stock convertible into 2,359,894 shares of common stock, and 2017 Warrants to purchase 3,577,994 shares of common stock were issued in the offering including the underwriters’ exercise of their over-allotment option to purchase 466,695 shares of common stock and 2017 Warrants to purchase an additional 466,695 shares of common stock.

~~On January 23 and January 24, 2017 all shares of Preferred Stock issued in conjunction with the offering were converted by their holders into 2,359,894 shares of common stock.~~

~~August 2017 Issuance of Convertible Preferred Stock and Warrants~~

On August 16, 2017, the Company closed a firm commitment underwritten public offering (the “Offering”) of 20,000 units consisting of one share of Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), which is convertible into 435 shares of common stock, par value $0.01 share (the “Common Stock”), at a conversion price of $2.30 per share, and one seven-year warrant to purchase 435 shares of Common Stock at an exercise price of $2.30 per share (the “Warrants”), at a public offering price of $1,000 per unit

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~~The net proceeds received by the Company from the sale of the units was approximately $18.0 million, after deducting underwriting discounts and offering expenses.~~

The Series B Preferred Stock was determined to not be mandatorily redeemable under ASC 480. Additionally, the Company identified two embedded features within the Series B Preferred Stock: (1) optional conversion by the holder, and (2) redemption in the event of a fundamental change and the Company determined that neither of these embedded features required bifurcation under ASC 815. Since the Series B Preferred Stock is only redeemable in an ordinary liquidation, upon the occurrence of a fundamental transaction which is solely within the Company’s control, or in circumstances when all common shareholders are entitled to receive the same form of consideration, the Series B Preferred Stock is presented within permanent equity.

The warrants issued with the Series B Preferred Stock were also classified in stockholders’ equity as they are both indexed to the Company’s own stock and meet the scope exception in ASC 815-10-15-74(a) and, accordingly, do not require derivative liability accounting pursuant to ASC 815.

Prior to the closing and subsequent to the Offering, certain purchasers of the units sold in the Offering notified the Company of their election to convert the shares of Series B Preferred Stock underlying such units into shares of Common Stock. As of September 30, 2017, 8,997 of the 20,000 shares of the Series B Preferred Stock issued in the offering had been converted into 3,913,695 shares of Common Stock.

On August 16, 2017, the Company also issued warrants to purchase an aggregate of 2,575,000 shares of Common Stock to certain parties (each, a “Holder”) to the Securities Purchase Agreement (as amended, the “Purchase Agreement”), dated November 4, 2015, between the Company and the other parties named therein, as consideration for the waiver by each of the Holders of their right to participate in future securities offerings by the Company, which rights were granted pursuant to the Purchase Agreement. These warrants are in substantially the same form, and on the same terms as, the Warrants issued pursuant to the Offering. Because the Company received no additional consideration or future rights related to the warrants issued to the Holders, the Black Scholes value of the warrants was recorded as $4.4 million of expense as of the August 16, 2017 issuance date. The Black Scholes value was estimated using a risk-free interest rate of 2.03%, an expected life of 7.0 years, expected dividends of zero and expected volatility of 112.03%.

~~(10) Warrants~~

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

~~Stock warrant activity for the nine months ended September 30, 2017 is as follows:~~

Weighted

Average

Common

Exercise

Shares

Price
Balance, December 31, 2016

55,049

$
238.90
Granted (1)

14,852,994

3.15
Exercised

(599,670)

5.56
Cancelled

(36)

238.90
Balance, September 30, 2017

14,308,337

$
3.51

~~_______________~~

~~(1)~~

~~See Note 9 regarding the issuance of warrants in January and August 2017~~

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~~(11) Subsequent Events~~

~~Acquisition of ReShape Medical, Inc.~~

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

Under the terms of the agreement, the consideration paid by the Company for ReShape Medical consisted of 2,356,729 shares of common stock, 187,772 shares of series C convertible preferred stock (which will be convertible into 18,777,200 shares of common stock upon the receipt of the required approval of the Company’s stockholders under NASDAQ rules), and approximately $5.0 million in cash, which amount was immediately used to pay ReShape Medical’s outstanding senior secured indebtedness and certain transaction expenses of ReShape Medical. The Company agreed to hold a special meeting of its stockholders by December 31, 2017 to seek the required approval of the conversion of the series C convertible preferred stock into shares of common stock.

The Company expects that the ReShape Medical acquisition will be accounted for as a business combination and the Company will record the assets and liabilities acquired at their respective fair values during the fourth quarter of 2017.

~~Name Change of EnteroMedics Inc. to ReShape Lifesciences Inc.~~

On October 23, 2017, the Company announced that it filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to amend Article I of the Company’s Certificate of Incorporation to change the name of the corporation to “ReShape Lifesciences Inc.” effective on October 23, 2017. In addition, in connection with the name change, the Company’s ticker symbol was changed to “RSLS” which became effective at the start of trading on October 23, 2017, and the Company’s common stock will continue to trade on The NASDAQ Capital Market.

~~Special Meeting of Shareholders on October 25, 2017~~

At a Special Meeting of Shareholders on October 25, 2017, the Company’s shareholders approved the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with Securities and Exchange Commission and mailed to the Company’s stockholders on or about October 6, 2017:

Proposal 1: Approval of the conversion of 1,000,181 shares of the Company’s conditional convertible preferred stock issued to the former equity holders of BarioSurg, Inc. (“BarioSurg”) in connection with the Company’s May 22, 2017 acquisition of BarioSurg into 5,000,905 shares of the Company’s common stock.

Proposal 2: Approval of the issuance of 916,834 shares of the Company’s common stock upon the exercise of outstanding warrants issued to certain parties (each, a "Holder") to the Securities Purchase Agreement, dated November 4, 2015, between the Company and the other parties named therein, as consideration for the waiver by each of the Holders of their right to participate in future securities offerings by the Company.

Proposal 3: Approval of an amendment to the Company’s Sixth Amended and Restated Certificate of Incorporation to reduce the number of authorized shares of common stock from 300,000,000 to 275,000,000.

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ITEM 2. ~~MANAGEMENT’S~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.

Except for the historical information contained herein, the matters discussed in this ~~“Management’s~~"Management's Discussion and Analysis of Financial Condition and Results of Operations,”" are forward-looking statements that involve risks and uncertainties. In some cases, these statements may be identified by terminology such as ~~“may,” “will,” “should,” “expects,” “could,” “intends,” “might,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,”~~"may," "will," "should," "expects," "could," "intends," "might," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or ~~“continue,”~~"continue," or the negative of such terms and other comparable terminology. These statements involve known and unknown risks and uncertainties that may cause our results, level of activity, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Factors that may cause or contribute to such differences include, among others, those discussed in the ~~updated “Risk Factors”~~"Risk Factors" section ~~attached as Exhibit 99.3 to~~included in Item 1A of our ~~Current~~Annual Report on Form ~~8-K~~10-K filed on ~~July 26, 2017.~~May 16, 2019.

Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this report.

Overview

We are a ~~medical device company focused on the development and commercialization~~developer of minimally invasive medical devices that advance bariatric surgery to treat obesity and metabolic ~~diseases~~diseases. Our current portfolio includes the LAP-BAND® Adjustable Gastric Banding System and ~~gastrointestinal disorders.~~

~~The vBloc~~the ReShape Vest®TM~~System, our initial~~, an investigational device, to help treat more patients with obesity. There has been no revenue recorded for the ReShape Vest as the product is ~~a U.S. Food and Drug Administration (FDA)-approved pacemaker-like device that delivers vBloc~~® Neurometabolic Therapy (vBloc Therapy) to help patients feel full and eat less by intermittently blocking hunger signals on the vagus nerve. Our therapy limits the expansion of the stomach, helps control hunger sensations between meals, reduces the frequency and intensity of stomach contractions and produces a feeling of early and prolonged fullness. We believe the vBloc System offers obese patients a minimally-invasive treatment that can result in significant, durable and sustained weight loss. We believe that our vBloc System allows bariatric surgeons to offer a new option to obese patients who are concerned about the risks and complications associated with currently available anatomy-altering, restrictive or malabsorptive surgical procedures.

~~We have a limited operating history and on January 14, 2015 received FDA approval to sell the vBloc System~~still in the United States. In addition, we have regulatory approval to sell the vBloc System in the European Economic Area and other countries that recognize the European CE Mark and do not have any other source of revenue. We were incorporated in Minnesota on December 19, 2002 and later reincorporated in Delaware on July 22, 2004. Prior to October 23, 2017, the Company was known as EnteroMedics Inc. We have devoted substantially all of our resources to the development ~~and commercialization of the vBloc System, which was formerly known as the Maestro or vBloc Rechargeable System.~~

~~On May 22, 2017, we acquired the Gastric Vest System™ through~~stage. Following our acquisition of ~~BarioSurg.~~the Lap-Band product line in December 2018, we are no longer actively marketing the ReShape vBloc product.

Results of Operations

Continuing Operations

Revenue. Revenue for the three and six months ended June 30, 2019 of $4.4 million and $7.5 million, respectively, consisted of sales of our Lap-Band product which we acquired in December 2018. Revenues in the current quarter increased $1.3 million over the first three months of 2019, which was primarily due to revenue growth of $0.9 million in the U.S. over the previous quarter. In addition, as a result of our obtaining all distribution rights for the Lap-Band product in April 2019, we had $0.4 million of revenues in Australia. For the three and six months ended June 30, 2018, revenue of $0.1 million in each period was comprised of sales of our ReShape vBloc product.

Gross profit. Gross profit in the second quarter and first half of 2019 of $2.9 million and $5.1 million, respectively, reflects cost of sales associated with the established Lap-Band product line. Gross profit as a percentage of total revenue for the three and six months ended June 30, 2019 was 64 percent and 68 percent, respectively, as compared with 73 percent for the first three months of 2019. The ~~Gastric Vest System is an investigational, minimally invasive, laparoscopically implanted medical device being studied for weight loss~~lower gross profit rates in ~~obese~~the second quarter and ~~morbidly obese patients. The Gastric Vest wraps around~~first half of 2019 are primarily the result of sales during the second quarter to a plicated stomach, emulating the effect of conventional weight-loss surgery, and is intended to enable gastric volume reduction without permanently changing patient anatomy. The acquisition was completed under the terms of a merger agreement pursuant to which BarioSurg became a wholly-owned subsidiary of ~~our company. The aggregate merger consideration we paid~~Apollo Endosurgery, Inc. (“Apollo”). Pursuant to a distribution agreement, Apollo serves as the Company’s distributor of Lap-Band product in certain geographical areas outside the U.S. for ~~all~~a period of up to one year from the acquisition date of the ~~outstanding shares~~Lap-Band product line. Gross profit on sales of ~~capital stock~~the ReShape vBloc product in the second quarter and ~~outstanding options~~first half of ~~BarioSurg was: (i) 1.38~~2018 was $0.01 million ~~shares~~in both periods.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $6.8 million for the three months ended June 30, 2019 as compared with $5.4 million for the three months ended March 31, 2019 and $4.3 million for the three months ended June 30, 2018. For the six months ended June 30, 2019 and 2018, selling general and administrative expenses were $12.2 million and $10.7 million, respectively. Selling, general and administrative expenses in the second quarter and first half of 2019 include $0.9 million of severance costs and $0.5 million of one-time litigation related expenses. The remainder of the increase in 2019 over the same periods in 2018 is primarily the result of an increase in our ~~common stock, (ii) 1.0 million shares of our newly created conditional convertible preferred stock, which shares will convert into 5.0 million shares of our common stock subject~~selling costs due to the increase in sales personnel and ~~contingent upon the post-closing approval of our stockholders in accordance~~higher commissions associated with the ~~NASDAQ Stock Market Rules, and (iii) $2 million in cash.~~ increased Lap-Band revenues.

On October 2, 2017 the Company acquired ReShape Medical, Inc., a privately-held medical technology company that develops, manufactures and markets the ReShape Dual Weight Loss Balloon® (the ReShape Balloon), an FDA and CE marked approved, minimally invasive intragastric balloon designed to treat obesity patients with a body mass index (BMI) between 30 and 40, with one or more related comorbid conditions. The ReShape Balloon received FDA approval on July 28, 2015. Because the closing of this acquisition was after September 30, 2017, the Company’s Consolidated

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~~Balance Sheets~~

Research and ~~Statements~~Development Expenses. Research and development expenses were $1.0 million for the three months ended June 30, 2019 compared with $2.1 million for the three months ended June 30, 2018. For the six months ended June 30, 2019, research and development expenses were $2.0. million compared with $4.6 million for the six months ended June 30, 2018. During the 2019, our research and development activities were limited to the continued development of ~~Operations~~the ReShape Vest. Research and development expenses for the 2018 periods included development activities for both the ReShape Vest and ReShape vBloc.

Impairment of Intangible Assets. As a result of an impairment analysis performed during the second quarter of 2019, we recorded an impairment charge of $6.6 million on the indefinite-lived intangible asset recorded in connection with our acquisition of BarioSurg, Inc. (“BarioSurg”) in May 2017. We also assessed the recoverability of finite-lived intangible assets during the second quarter of 2019 and did not identify any impairment as a result the performance of this analysis. Based on an impairment analysis of our goodwill and intangible assets performed during the quarter ended June 30, 2018, we recorded an impairment loss of $14.2 million for the three and six months ended June 30, 2018, eliminating all goodwill balances related to our acquisition of BarioSurg. There were no impairment charges recorded relative to the indefinite and finite-lived intangible assets in 2018. Refer to Note 5 to our Condensed Consolidated Financial statements for additional information about impairment of intangible assets.

Net Interest Expense and Loss on Extinguishment of Debt. We had net noncash interest expense of $0.2 million and $0.3 million for the three months and six months ended June 30, 2019. During the second quarter and first half of 2019, accretion of interest expense on the net present value of the asset purchase consideration payable and the discount and deferred financing costs on the convertible subordinated debentures totaled $0.7 million and $0.9 million, respectively. This noncash interest expense was reduced by $0.5 million for the write-off of an embedded derivative liability recorded for the conversion features of the debentures that were eliminated as a result of the repayment of the debentures prior to their maturity date. In connection with the early repayment of the debentures, we recorded a loss on extinguishment of debt of $0.1 million, which consisted of the unamortized debt discount and deferred financing costs. Refer to Note 6 to our Condensed Consolidated Financial statements for additional information about the asset purchase consideration payable and the convertible subordinated debentures.

Warrants Expense. Warrant expense for the three and six months ended June 30, 2019 includes noncash expense of $8.3 million for the value of variable price features included with ~~this Quarterly Report on Form 10-Q~~the warrants and common stock issued in connection with our equity financing completed in June 2019 in excess of the proceeds received. This noncash expense was reduced by $4.2 million for the decrease in fair value of the warrant liability between the issuance date and June 30, 2019. In addition, during the six months ended June 30, 2019, we recorded warrant expense of $0.1 million for the change in fair value of certain warrants held by certain institutional investors for which the exercise price was reduced in connection with the sale of convertible subordinated debentures to those investors. Warrant expense of $0.1 million for the three and six months ended June 30, 2018 is primarily related to the change in fair value of certain warrants held by an institutional investor for which the exercise price was reduced as an inducement for the investor to exercise the warrants.

Other, Net. Other, net for the three and six months ended June 30, 2019 includes $0.7 million of transaction costs required to be expensed as a result of the liability treatment for the warrants issued in connection with our June equity financing. See Note 8 to our Condensed Consolidated Financial statements for additional information about our June equity financing.

Income tax benefit. The income tax benefit of $0.6 million for the three and six months ended June 30, 2019 is due to a reduction in the deferred tax liability associated with an indefinite-lived intangible asset, for which we recorded an impairment charge of $6.6 million during the three months ended June 30, 2019. The income tax benefit is net of an increase to the deferred tax valuation allowance of $1.1 million for the portion of the deferred tax liability reversal that had been netted with the deferred tax asset associated with U.S. federal net operating loss carryforwards that do not ~~reflect~~expire. The income tax benefit recorded for the three months and six ended June 30, 2018 of $1.2 million and $2.6 million, respectively, reflects the tax impact of the net operating loss in the period which have an indefinite carryover

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period. A portion of these net operating losses were supported by expected taxable income from the reversal of indefinite-lived intangibles, such that they are more likely than not to be realized.

Discontinued Operations

Loss from discontinued operations for the three and six months ended June 30, 2018 of $15.9 million and $19.8 million, respectively, reflects the activities of our Reshape Balloon product line, which we sold in December 2018 in connection with our acquisition of the Lap-Band product line assets. The loss for the quarter and year to date periods includes an impairment charge of $13.2 million for the full write-down of the goodwill recorded in connection with our acquisition of ReShape ~~Medical.~~

~~Under the terms of the merger agreement, the consideration paid by the Company for ReShape~~ Medical, consisted of 2,356,729 shares of common stock, 187,772 shares of series C convertible preferred stock (which will be convertible into 18,777,200 shares of common stock upon the receipt of the required approval of the Company’s stockholders under NASDAQ rules), and approximately $5.0 million in cash, which amountInc. There was immediately used to pay ReShape Medical’s outstanding senior secured indebtedness and certain transaction expenses of ReShape Medical. The Company agreed to hold a special meeting of its stockholders by December 31, 2017 to seek the required approval of the conversion of the series C convertible preferred stock into shares of common stock.

~~The Company’s products require approval from the U.S. Food and Drug Administration (FDA)~~no income tax expense or corresponding foreign regulatory agencies prior to commercial sales. The Company received FDA approval on January 14, 2015 for vBloc Therapy, delivered via the vBloc System, and has begun a controlled commercial launch at select surgical centers in the United States. The vBloc System has also received CE Mark and was previously listed on the Australian Register of Therapeutic Goods (ARTG).

We received FDA approval on January 14, 2015 for vBloc Therapy, delivered via the vBloc System, for the treatment of adult patients with obesity who have a Body Mass Index (BMI) of at least 40 to 45 kg/m2, or a BMI of at least 35 to 39.9 kg/m2 with a related health condition such as high blood pressure or high cholesterol levels, and who have tried to lose weight in a supervised weight management program and failed within the past five years. In 2015 we began a controlled commercial launch at select surgical centers in the United States and had our first commercial sales. During 2015, we initiated a controlled expansion of our commercial operations and started the process of building a sales force. In January 2016, we hired new executives to oversee this expansion. Our direct sales force is supported by field clinical engineers who provide training, technical and other support services to our customers. Throughout 2016, our sales force called directly on key opinion leaders and bariatric surgeons at commercially-driven surgical centers that met our certification criteria. Additionally, in 2016, through a distribution agreement with Academy Medical, LLC, U.S. Department of Veterans Affairs (VA) medical facilities now offer the vBloc System as a treatment option to veterans using their veteran healthcare benefits. We plan to build on these efforts in 2017 with self-pay and veteran patient focused direct-to-patient marketing, key opinion leader and center specific partnering—all of this in conjunction with a multi-faceted reimbursement strategy. Our vBloc Therapy is a covered benefit for ~~over 21~~discontinued operations.

Liquidity and Capital Resources

As of June 30, 2019, we had $4.4 million ~~U.S. veterans. The VA estimates that 78%~~ of ~~U.S. veterans are overweight or obese~~cash and ~~nearly 25% of VA patients have diabetes.~~

~~To date, we have relied on, and anticipate that we will continue~~cash equivalents to ~~rely on, third-party manufacturers and suppliers for the production of the vBloc System.~~

In 2016, we sold 62 vBloc units for $787,000 in revenue, and in 2015 we sold 24 units for $292,000 in revenue. We have incurred and expect to continue to incur significant sales and marketing expenses prior to recording sufficient revenue to offset these expenses. Additionally, our selling, general and administrative expenses have increased since we commenced commercial operations, and we expect that they will continue to increase as we continue to build the infrastructure necessary to support our expanding commercial sales, operate as a public company and develop our intellectual property portfolio. For these reasons, we expect to continue to incur operating losses for the next several years.fund operations. We have financed our operations to date principally through the sale of equity securities and debt ~~financing and interest earned on cash investments.~~

Our goal for the vBloc System remains broad coverage and reimbursement for vBloc Therapy. We believe that the most significant barrier to adoption for patients who want vBloc Therapy has been cost and lack of payer coverage. In June 2017, we launched our vBloc Now program. The vBloc Now program provides qualified patients battling obesity the opportunity to receive vBloc Therapy, including the device, procedure, and vBloc Achieve follow up program, at an affordable price in exchange for sharing detailed health data with ReShape Lifesciences. The program is available for a limited time, will reduce patient total out-of-pocket costs, and compete with leading covered bariatric surgery procedures as well as other low-cost weight loss devices.

In addition, the vBloc Now program provides us with additional commercial data concerning vBloc Therapy in order to enhance our case with third-party payers that the vBloc System can produce a clinically meaningful level of weight loss while also providing a positive impact on diabetes and other comorbidities in certain patients. While we do not expect to recognize any revenues in conjunction with the vBloc Now program, the Company anticipates that vBloc

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Now program expenses, which are included in selling, general and administrative expenses, will be offset by a reduction in marketing and advertising expenses and will not increase the Company’s overall operating expenses.

~~Financial Overview~~

~~Sales Revenue~~

We received FDA approval on January 14, 2015 for vBloc Therapy, delivered via the vBloc System, and began a controlled commercial launch at select surgical centers in the United States. We had our first commercial sales within the United States in 2015 and we recognized $292,000 in revenue. During the year ended December 31, 2016, recognized 787,000 in revenue. We have not generated revenue from commercial sales outside of the United States since 2012.

Any revenue from initial sales of a new product in the United States or internationally is difficult to predict and in any event will only modestly reduce our continued losses resulting from our research and development and other activities.

~~Service Revenue~~

~~During the 2017 third quarter, the Company provided certain custom development services based on its intellectual property portfolio that had been requested and contracted for by a third party.~~

~~Selling, General and Administrative Expenses~~

Our selling, general and administrative expenses consist primarily of compensation for executive, finance, market development and administrative personnel, including stock-based compensation. Other significant expenses include professional services and consulting fees, costs associated with attending medical conferences, other professional fees for legal services, including legal services associated with our efforts to obtain and maintain broad protection for the intellectual property related to our products, and accounting services, cash management fees and travel expenses.

Also included are the costs of promotional units periodically provided to select customers at no charge in order to introduce them to our product and to enhance our ability to collect commercial data of vBloc Therapy.

~~Research and Development Expenses~~

Our research and development expenses primarily consist of engineering, product development, quality assurance and clinical and regulatory expenses, incurred in the development of our vBloc Rechargeable System. Research and development expenses also include employee compensation, including stock-based compensation, consulting services, outside services, materials, clinical trial expenses, including supplies, devices, explants and revisions, depreciation and travel. We expense research and development costs as they are incurred.

~~Results of Operations~~

~~Comparison of the Three Months Ended September 30, 2017 and 2016~~

~~Sales Revenue~~. Sales were $110,000 for the three months ended September 30, 2017 compared with $297,000 for the third quarter of 2016. Unit sales for the third quarter of 2017 were 8 units compared to 22 units in the third quarter of 2016. The reduction in sales revenue was primarily due to the second quarter 2017 introduction of the vBloc Now program, under which qualified patients receive vBloc Therapy at a significantly reduced price and no revenue is recognized from units delivered under the program.

~~Service Revenue. During the 2017 third quarter, the Company provided certain custom development services based on its intellectual property portfolio that had been requested and contracted for by a third party.~~

~~Cost of Revenue~~. Cost of revenue was $215,000 for the three months ended September 30, 2017, compared to $147,000 for the three months ended September 30, 2016. The increase of $68,000 was due to the labor costs associated with custom development service revenue and was partially offset by the decline in vBloc unit sales. The Company’s

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gross margin percentage declined to 40.4% for the three months ended September 30, 2017 from 50.6% in the prior year period due to the lower margins earned on services revenue than on vBloc unit sales.

~~Selling~~, ~~General and Administrative Expenses~~. Selling, general and administrative expenses were $4.6 million for the three months ended September 30, 2017 compared with $3.4 million and for the three months ended September 30, 2016. The $1.2 million or 36.7% increase was driven by a $1.0 million increase in payroll-related expenses, which included approximately $290,000 in non-cash stock compensation expense, a $492,000 increase in acquisition expenses incurred with the May 22, 2017 acquisition of BarioSurg, Inc. and the October 2, 2017 acquisition of ReShape Medical, a $245,000 increase in expenses related to 21 vBloc units implanted during the quarter as part of the vBloc Now program and an increase $172,000 in other professional fees. These expense increases were partially offset by a $403,000 decrease in advertising and marketing expenses and a $366,000 decrease in executive severance expenses

~~Research and Development Expenses~~. Research and development expenses declined to $1.1 million for the three months ended September 30, 2017 from $1.3 million for the three months ended September 30, 2016. The decrease of $144,000, or 11.5%, was primarily due to a decline of $322,000 in professional services and was partially offset by an increase in payroll-related expenses of approximately $119,000 (net of a decrease of $28,000 for non-cash stock based compensation) and an increase in supplies expense of $25,000.

~~Interest Expense~~. Interest expense was zero for the three months ended September 30, 2017, compared to $1.4 million for the three months ended September 30, 2016. Interest expense for the third quarter of 2016 included interest related to the then outstanding 7% senior amortizing convertible notes (the Notes) with original principal amounts of $1.5 million, $11.0 million and $6.25 million, respectively, and issuance dates of November 9, 2015, January 11, and May 2, 2016, respectively. As of December 31, 2016 the Notes were fully amortized.

~~Change in Value of Convertible Notes Payable~~. Since the Notes were fully amortized as of December 31, 2016, there was no valuation change to be recognized in the condensed consolidated statements of operations for the three months ended September 30, 2017. For the three months ended September 30, 2016 the value of the liability increased $909,000 based on the then outstanding Notes’ fair market value calculated using a Binomial Lattice model.

~~Change in Value of Warrant Liability~~. The value of the common stock warrant liability for our Series A Warrants decreased $5,000 during the three months ended September 30, 2017, resulting from the marking to market of the Series A Warrants that remain outstanding. The value of the common stock warrant liability for our Series A and Note Warrants decreased $242,000 during the three months ended September 30, 2016. The fair market value of the warrant liability is calculated using the Black-Scholes valuation model, and is primarily driven by the reduction in the Company’s stock price from $0.03 at December 31, 2015 to $0.002 at September 30, 2016.

~~Comparison of the Nine Months Ended September 30, 2017 and 2016~~

~~Sales Revenues~~. Sales revenues were $243,000 for the nine months ended September 30, 2017 compared with $645,000 for the nine months ended September 30, 2016. Unit sales for the nine months ended September 30, 2017 were 51 units compared to 29 units for the nine months ended September 30, 2016. The reduction in sales revenue was primarily due to the second quarter 2017 introduction of the vBloc Now program.

~~Cost of Revenues~~. Cost of revenues were $299,000 for the nine months ended September 30, 2017, compared to $342,000 cost of goods sold for the nine months ended September 30, 2017. The decline was a result of decreased unit sales of vBloc, but was partially offset by labor costs related to custom development service revenues. The Company’s gross margin percentage declined to 39.5% for the nine months ended September 30, 2017 from 46.9% due to both a reduction in average sales price of vBloc units as well as lower margins earned on services revenues.

~~Selling~~, ~~General and Administrative Expenses~~. Selling, general and administrative expenses were $16.1 million for the nine months ended September 30, 2017, compared to $15.1 million for the nine months ended September 30, 2016. The decrease of $1.0 million, or 6.6%, from the prior year period was primarily due to an increase of $1.3 million for payroll-related expenses, which includes an increase of approximately $1.7 million for non-cash stock compensation, a

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$728,000 increase from acquisition expenses incurred with the May 22, 2017 acquisition of BarioSurg, Inc. and the October 2, 2017 acquisition of ReShape Medical, a $652,000 increase in expenses related to 55 vBloc units implanted during the second and third quarters as part of the vBloc Now program. These expense increases were partially offset by lower advertising and marketing expenses of $1.3 million and lower executive severance expenses of $366,000.

~~Research and Development Expenses~~. Research and development expenses were $3.6 million for the nine months ended September 30, 2017, compared to $3.9 million for the nine months ended September 30, 2016. The decrease of $293,000, or 7.6%, was primarily due to a decrease of $483,000 in payroll-related expenses and a decrease of $22,000 in professional services expenses, partially offset by an increase in supply expenses of $119,000. The decrease of $483,000 in payroll-related expenses includes decreases of $400,000 for non-cash stock compensation expense.

~~Interest Expense~~. Interest expense was zero for the nine months ended September 30, 2017, compared to $3.4 for the nine months ended September 30, 2016. The decrease of $3.4 million is due to the Notes being fully amortized as of December 31, 2016. Interest expense for the first nine months of 2016 included interest related to the then outstanding Notes with original principal amounts of $1.5 million, $11.0 million and $6.25 million, respectively, and issuance dates of November 9, 2015, January 11, 2016 and May 2, 2016, respectively. As of December 31, 2016 the Notes were fully amortized.

~~Change in Value of Convertible Notes Payable~~. Since the convertible notes were fully amortized as of December 31, 2016, there was no valuation change to be recognized in the condensed consolidated statements of operations for the nine months ended September 30, 2017. For the nine months ended September 30, 2016 the value of the liability increased $200,000 based on the then outstanding Notes’ fair market value calculated using a Binomial Lattice model.

~~Change in Value of Warrant Liability~~. The value of the common stock warrant liability for our Series A Warrants and Note Warrants increased $283,000 during the nine months ended September 30, 2017, primarily resulting of marking to market the Series A Warrants and the Note Warrants for 48,272 common shares as of the date of their exercise. The value of the common stock warrant liability for our Series A and Note Warrants decreased $3.3 million during the nine months ended September 30, 2016. The fair market value of the warrant liability is calculated using the Black-Scholes valuation model, and is primarily driven by the reduction in the Company’s stock price from $0.03 at December 31, 2015 to $0.002 at September 30, 2016.

~~Liquidity and Capital Resources~~

As of September 30, 2017, we had $23.4 million in cash bank deposits. While we had no short-term money market funds or other investments at September 30, 2017, we periodically invest in short-term money market funds that 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. Periodically, we invest cash in excess of immediate requirements in accordance with our investment policy, primarily with a view to liquidity and capital preservation. At times, such deposits may be in excess of insured limits. We have not experienced any losses on our deposits of cash and cash equivalents.

We have financed our operations to date principally through the sale of equity securities, debt financing and interest earned on investments. On January 23, 2017, we received $19.0 million in gross proceeds, prior to deducting offering expenses of $2.5 million, at the closing of an underwritten public offering of units in order to fund our future operations. On August 16, 2017, the Company closed an underwritten public offering consisting of units of Series B Convertible Preferred Stock and warrants to purchase common stock. Gross proceeds of the offering were $20.0 million, prior to deducting underwriting discounts and commissions and offering expenses of approximately $2.0 million. Both public offerings were undertaken to fund future operations and acquistions.

~~In addition during the nine months ended September 30, 2017, the Company collected proceeds of $3.3 million from the exercise of common stock warrants for 599,670 shares of common stock.~~

financing. Our anticipated operations include plans to (i) continue to integrate the sales and operations of the Company with the newly acquired ~~ReShape Medical~~Lap-Band product line in order to expand sales ~~of both the ReShape Balloon~~domestically and ~~vBloc~~internationally as well as to obtain cost savings synergies, (ii) ~~expand the controlled commercial launch of vBloc Therapy, delivered via the vBloc System, (iii)~~ continue development of the ~~Gastric~~ReShape Vest, ~~(iv)~~(iii) seek opportunities to leverage ~~the Company’s~~our intellectual property

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portfolio and custom development services to provide third party sales and licensing opportunities, and ~~(v)~~(iv) explore and capitalize on synergistic opportunities to expand our portfolio and offer future minimally invasive treatments and therapies in the obesity continuum of care. ~~We believe~~The Company believes that ~~we have~~it has the flexibility to manage the growth of its expenditures and operations depending on the amount of available cash flows, which could include reducing expenditures for marketing, clinical and product development activities. However, the Company will ultimately need to achieve sufficient revenues from product sales and obtain additional debt or equity financing to support its operations.

Management is currently pursuing various funding options, including seeking additional equity or debt financing as well as a strategic merger or other ~~transactions~~transaction to obtain additional funding ~~or expand its~~to support the expansion of Lap-Band product ~~line~~sales and to continue the development of, and to successfully commercialize, the ReShape ~~Balloon, the vBloc System and the Gastric~~ Vest. While the acquisition of ~~ReShape Medical~~Lap-Band product line does provide incremental revenues and cash flows to the Company, the cost to ~~further develop and commercialize~~support the clinical trials of the ReShape ~~Balloon~~Vest is expected to ~~significantly~~ exceed ~~revenues~~internally generated cash flows for the foreseeable future. While there can be no assurance that the Company will be successful in its efforts, the Company has a long history of raising equity financing to fund its development activities. Should the Company be unable to obtain adequate financing in the near term, the Company’s business, result of operations, liquidity and financial condition would be materially and negatively affected, and the Company would be unable to continue as a going concern. Additionally, there can be no assurance that, assuming the Company is able to strengthen its cash position, it will achieve sufficient revenue or profitable operations to continue as a going concern.

~~Senior Amortizing Convertible Notes~~

On November 9, 2015, January 11, 2016 and May 2, 2016 the Company issued Notes with principal amounts of $1.5 million, $11.0 million and $6.25 million. The Note Warrants were issued in connection with each of the three Notes. As of December 31, 2016 the Notes were fully amortized, primarily through non-cash conversions of the Notes into shares of common stock. For the nine months ended September 30, 2016, the condensed consolidated statement of operations includes interest expense related to the Notes. See further details regarding the Notes and the Note Warrants in footnote 8 to the Company’s consolidated financial statements contained in our Annual Report on Form 10-K for the Year Ended December 31, 2016, which are incorporated herein by reference.

Net Cash Used in Operating Activities

- Continuing Operations

Net cash used in operating activities from continuing operations was ~~$15.7~~$8.6 million and ~~$17.1~~$10.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively. ~~The decrease of $1.4 million was primarily due to reductions in charges related to valuation of warrants offset by increased uses of cash for working capital.~~ Net cash used in operating activities from continuing operations was primarily ~~reflects~~ the result of the loss from continuing operations in each year net ~~loss for those periods, less~~of noncash ~~expenses for stock-based compensation, depreciation~~items and ~~amortization, change in value of convertible notes payable, change in value of warrant liability, and partially offset by~~ changes in operating assets and liabilities.

~~Net Cash Used in Investing Activities~~

Net cash used in investing activities was $2.0 million and $12,000 for the nine months ended September 30, 2017 and 2016, respectively. On May 22, 2017 $1.85 million of net cash was used to purchase BarioSurg. Other uses of cash for investing activities for the periods are attributable to the purchase of property and equipment.

Net Cash Provided by Financing Activities

from Continuing Operations

Net cash provided by financing activities ~~was $37.8 million and $16.0~~of $7.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017 and 2016, respectively. Net~~2019 was primarily related to the $7.6 million of cash ~~provided by~~proceeds we received in connection with an equity financing ~~activities for~~completed in June 2019. A portion of the ~~nine months ended September 30, 2017 was due to $39.0 million in gross~~net proceeds from the ~~issuance~~ equity ~~securities on January 23, 2017 and August 16, 2017 along with $3.3~~financing were used to repay the $2.2 million face amount of convertible subordinated debentures that were issued at an original issue discount of 10 percent in proceeds from the exercise of common stock warrants. Partially offsetting these amounts were $4.5 million of expenses related to the equity offerings. For the nine months ended September 30, 2016, $17.25 million of cash provided by financing activities consisted of $11.0 million from the issuance of Notes on January 11, 2016 and $6.25 million from the issuance of notes on May 2, 2016, partially offset by $447,000 of cash payments on the Notes and $727,000 in debt issuance and common stock financing costs.

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Discontinued Operations

Net cash used in operating activities of discontinued operations of $4.9 million for the six months ended June 30, 2018, reflects activities of the ReShape Balloon product line. There were no investing or financing activities related to discontinued operations for the six months ended June 30, 2018.

Operating Capital and Capital Expenditure Requirements

We received FDA approval on January 14, 2015 for vBloc Therapy, delivered via the vBloc System, and began a controlled commercial launch at select bariatric centers of excellence in the United States. We had our first commercial sales within the United States in 2015 and for the years ended December 31, 2015 and 2016, we recognized $292,000 and $787,000 in revenue, respectively. For the nine months ended September 30, 2017, we recognized $493,000 in revenue. We anticipate that we will continue to incur net losses for the next several years as we develop our products, commercialize our vBloc System, develop the corporate infrastructure required to sell our products, operate as a publicly-traded company and pursue additional applications for our technology platform.

We have financed our operations to date principally through the sale of equity securities, debt financing and interest earned on investments. As of December 31, 2016, we had $3.3 million of cash and cash equivalents. On January 23, 2017, we received $19.0 million in gross proceeds, prior to deducting offering expenses of $2.5 million, at the closing of an underwritten public offering of units consisting of common stock, convertible preferred stock and common stock warrants in order to fund our operations. On August 16, 2017, the Company closed an underwritten public offering consisting of units of Series B Convertible Preferred Stock and warrants to purchase common stock. Gross proceeds of the offering were $20.0 million, prior to deducting underwriting discounts and commissions and offering expenses of approximately $2.0 million.

Additionally, during the nine months ended September 30, 2017, common stock warrants for 599,6706 shares of common stock were exercised by warrant holders with proceeds to the Company of $3.3 million (see also Notes 9 and 10 to the condensed consolidated financial statements included with this Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2017).

Our anticipated operations include plans to (i) continue to integrate the sales and operations of the Company with the newly acquired ~~ReShape Medical in order to expand sales of both the ReShape Balloon and vBloc as well as to obtain cost savings synergies,~~Lap-Band product line; (ii) ~~expand the controlled commercial launch of vBloc Therapy, delivered via the vBloc System, (iii)~~ continue development of the ~~Gastric~~ReShape Vest, ~~(iv)~~(iii) seek opportunities to leverage the Company’s intellectual property portfolio and custom development services to provide third party sales and licensing opportunities, and ~~(v)~~(iv) explore and capitalize on synergistic opportunities to expand our portfolio and offer future minimally invasive treatments and therapies in the obesity continuum of care. ~~We believe~~The Company believes that ~~we have~~it has the flexibility to manage the growth of ~~our~~its expenditures and operations depending on the amount of available cash flows, which could include reducing expenditures for marketing, clinical and product development activities. However, the Company will ultimately need to achieve sufficient revenues from product sales and obtain additional ~~debt~~equity or ~~equity~~debt financing to support its operations.

~~Management is currently pursuing various funding options, including seeking~~Obtaining funds through the sale of additional equity ~~financing as well as a strategic, merger~~and debt securities or other transactions to obtain additional funding or further expand its product line to continue the development of, and to successfully commercialize, the ReShape Balloon, the vBloc System and the Gastric Vest. While the acquisition of ReShape Medical does provide incremental revenues to the Company, the cost to further develop and commercialize the ReShape Balloon is expected to significantly exceed revenues for the foreseeable future. While there can be no assurance that the Company will be successful in its efforts, the Company has a long history of raising equity financing to fund its development activities. Should the Company be unable to obtain adequate financing in the near term, the Company’s business, result of operations, liquidity and financial condition would be materially and negatively affected, and the Company would be unable to continue as a going concern. Additionally, there can be no assurance that, assuming the Company is able to strengthen its cash position, it will achieve sufficient revenue or profitable operations to continue as a going concern.

~~Obtaining funds through~~ the warrant holders’ exercise of outstanding common stock warrants ~~or the sale of additional equity and debt securities~~ may result in dilution to our stockholders. If we raise additional funds through the issuance of debt securities, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. The sale of additional equity may require us to obtain approval from our stockholders to increase the number of shares of common stock we have authorized under our certificate of incorporation. We may require additional capital beyond our currently forecasted amounts. Any such required additional capital may not be available on reasonable terms, if at all. If we are unable to obtain additional financing, we may be required to reduce the scope of, delay, or eliminate some or all of, our planned research, development and commercialization activities, which could materially harm our business. In addition, if we raise additional funds through

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collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to products or proprietary technologies, or grant licenses on terms that are not favorable.

Our forecast of the period of time through which our financial resources will be adequate to support our operations, the costs to complete development of products and the cost to commercialize our products are forward-looking statements and involve risks and uncertainties, and actual results could vary materially and negatively as a result of a number of factors, including the factors discussed in ~~in Exhibit 99.3~~Part I, Item 1A, Risk Factors, of our ~~Current~~Annual Report on Form ~~8-K filed~~10-K. We have based these estimates on ~~July 26, 2017.~~assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

The Company’s acquisition of the Lap-Band product line provides incremental revenues and cash flows and does not require further product development. In order to continue the development of, and to successfully commercialize the ReShape Vest, the Company’s management is currently pursuing various funding options, including seeking additional equity or debt financing as well as a strategic merger or other transaction to obtain additional funding. The Company has a long history of raising equity financing to fund its development activities; however, there can be no assurance that the Company will continue to be successful in its efforts. Should the Company be unable to obtain adequate financing in the near term, the Company’s business, result of operations, liquidity and financial condition would be materially and negatively affected, and the Company would be unable to continue as a going concern. Additionally, there can be no assurance that, assuming the Company is able to strengthen its cash position, it will achieve sufficient revenue or profitable operations to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Because of the numerous risks and uncertainties associated with the development of medical devices, such as our ~~vBloc System,~~ReShape Vest, we are unable to estimate the exact amounts of capital outlays and operating expenditures necessary to complete the development of the ReShape Vest or other additional products and successfully deliver a commercial product to the market. Our future capital requirements will depend on many factors, including, but not limited to, the following:

the cost and timing of establishing sales, marketing and distribution capabilities;

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the cost of establishing clinical and commercial supplies of our ~~vBloc System, the~~ ReShape ~~Balloon~~Vest and any ~~other~~ products that we may ~~develop, including the Gastric Vest;~~develop;

the rate of market acceptance of our ~~vBloc System and vBloc Therapy, the~~ ReShape ~~Balloon~~Vest and any other product ~~candidates, including the Gastric Vest;~~candidates;

the cost of filing and prosecuting patent applications and defending and enforcing our patent and other intellectual property rights;

the cost of defending, in litigation or otherwise, any claims that we infringe third-party patent or other intellectual property rights;

the effect of competing products and market developments;

the cost of explanting clinical devices;

the terms and timing of any collaborative, licensing or other arrangements that we may establish;

revenue from sales of our established Lap-Band product, any revenue generated by sales of our ~~vBloc System, the~~ ReShape ~~Balloon~~Vest or ~~our~~ future ~~products, including the Gastric Vest;~~products;

the scope, rate of progress, results and cost of our clinical trials and other research and development activities;

the cost and timing of obtaining any further required regulatory approvals; and

the extent to which we invest in products and ~~technologies.~~technologies, although we currently have no commitments or agreements relating to any of these types of transactions.

Critical Accounting Policies and Estimates

~~We prepare our consolidated financial statements~~The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United ~~States. In doing so, we have~~States which require us to make estimates and assumptions that affect ~~our~~the reported amounts of assets and liabilities at the date of the Condensed Consolidated Financial Statements and revenues and expenses ~~as well as related disclosure of contingent assets and liabilities. In many cases, we~~during the periods reported. Actual results could ~~reasonably have used different~~differ from those estimates. Information with respect to our critical accounting policies and ~~estimates. In some cases, changes in the accounting~~ estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ materially from our estimates. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected. We base our estimates on past experiences and other assumptions thatwhich we believe ~~are reasonable under~~could have the ~~circumstances,~~most significant effect on our reported results and ~~we evaluate these estimates~~require subjective or complex judgments by management is contained on ~~an ongoing basis.~~

~~Other than as described~~pages 37-38 in ~~Impairment~~Item 7, “Management's Discussion and Analysis of ~~Long-Lived Assets, Intangible Assets~~Financial Condition and ~~Goodwill~~ ~~in Note 1 to the condensed consolidated financial statements included in this Quarterly~~Results of Operations,” of our Annual Report on Form ~~10-Q, during~~10-K for the ~~nine~~year ended December 31, 2018. There have been no significant changes from the information discussed therein.

During the six months

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ended ~~September~~June 30, ~~2017~~2019 there were no material changes to our significant accounting policies which are fully described in Note 2 to our ~~consolidated financial statements~~Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

Off-Balance Sheet Arrangements

As of ~~September~~June 30, ~~2017,~~2019, we did not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

~~In May 2014, FASB issued Revenue from Contracts with Customers, Topic 606 (Accounting Standards Update No. 2014-09 (ASU 2014-09)), which provides~~See Note 1 to our Condensed Consolidated Financial Statements for a ~~framework for the recognition~~discussion of revenue, with the objective that recognized revenues properly reflect amounts an entity is entitled to receive in exchange for goods and services. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2017. The Company intends to use the modified retrospective approach when it adopts the standard as required January 1, 2018. The Company’s accounting for revenue related to vBloc products is not expected to materially change. The implications of the adoption of the new standard related to sales of ReShape Medical’s products are currently being evaluated. Additionally, the new standard will likely require incremental revenue disclosures that may be significant.

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

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

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

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

Our exposure to market risk is confined to our cash and cash equivalents. As of September 30, 2017, we had $23.4 million in cash and cash equivalents. The goals of our investment policy are preservation of capital, fulfillment of liquidity needs and fiduciary control of cash and investments. We also seek to maximize income from our investments without assuming significant risk. To achieve our goals, we may maintain a portfolio of cash equivalents and investments in a variety of securities of high credit quality. The securities in our investment portfolio, if any, are not leveraged, are classified as either available for sale or held-to-maturity and are, due to their very short-term nature, subject to minimal interest rate risk. We currently do not hedge interest rate exposure. Because of the short-term maturities of our cash equivalents, we do not believe that an increase in market rates would have any material negative

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~~impact on the value of our investment portfolio. We have no investments denominated in foreign currencies and therefore our investments are not subject to foreign currency exchange risk.~~

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), defines the term “disclosure controls and procedures” as those controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on their evaluation as of ~~September~~June 30, ~~2017,~~2019, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of June 30, 2019 for the reasons described below:

Management has determined that the Company has not maintained adequate accounting resources with a sufficient understanding of accounting principles generally accepted in the United States of America (“GAAP”) to ~~ensure~~allow the Company to identify and properly account for new complex transactions. Management has determined that this represents a material weakness in the Company’s internal control over financial reporting. As a result of this material weakness, management has identified the following additional material weakness in the Company’s internal control over financial reporting:

The Company did not design and implement internal controls around research and development expenses paid to a Contract Resource Organization (“CRO”). This material weakness resulted in the Company not identifying that certain research and development expenses paid to the CRO in connection with the clinical trial of the ReShape Vest are required to be capitalized under GAAP and recognized into expense as the value of the capitalized asset is realized.

Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that the consolidated financial statements and other financial information ~~required~~included in our annual and quarterly filings fairly present in all material respects our financial condition, results of operations and cash flows as of, and for, the periods presented.

Material Weaknesses Remediation Activities

To remediate the material weaknesses in our internal control over financial reporting described above, we established transactional level controls to ~~be disclosed by us~~evaluate and monitor the accounting treatment for research and development-related costs. Remediation efforts relating to the adequacy of accounting resources with a sufficient understanding of GAAP are in ~~reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported~~process, which involve a re-evaluation of our overall staffing levels within the accounting department, evaluating the extent to which additional resources are required and what qualifications such resources must possess, and attracting and hiring those resources. We also plan to re-evaluate the trainings and ongoing professional education that is provided to, and required of, our accounting personnel. Once these processes have been in operation for a sufficient period of time ~~periods specified in~~for our management to conclude that the ~~SEC’s rules~~material weaknesses have been fully remediated and ~~forms.~~

our internal controls over financial reporting are effective, we will consider these material weaknesses fully addressed.

Changes in Internal Control Over Financial Reporting

~~Other than changes in internal controls related to goodwill and intangible assets, there~~There were no changes in our internal control over financial reporting ~~(as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)~~ during the quarter ended ~~September~~June 30, ~~2017~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting.~~reporting, other than as described below.

Activities pertaining to our remediation efforts of material weaknesses (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)•

New business processes pertaining to accounting for the lap-band sales and accounts receivable

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Fulfillium. On ~~February 28,~~April 20, 2017, Fulfillium, Inc. filed a complaint against ReShape Medical, Inc. (which the Company ~~received~~acquired in October 2017 and which is now a ~~class action and derivative complaint filed on February 24, 2017~~wholly owned subsidiary of the Company) in ~~U. S.~~the U.S. District Court for the District of Delaware, by Vinh Du, one of the Company’s shareholders. The complaint names as defendants ReShape Lifesciences, the board of directors and four members of our senior management, namely, Scott Youngstrom, Nick Ansari, Peter DeLange and Paul Hickey, and contains a purported class action claim for breach of fiduciary duty against the board of directors and derivative claims for breach of fiduciary duty against the board of directors and unjust enrichment against our senior management. The allegations in the complaint relate to the increase in the number of shares authorized for grant under our Second Amended and Restated 2003 Stock Incentive Plan (the “Plan”), which was approved by our shareholders at the Special Meeting of Shareholders held on December 12, 2016 (the “Special Meeting”), and to our subsequent grant of stock options on February 8, 2017, to the Company’s Directors and senior management to purchase an aggregate of 1,093,450 shares of our common stock (the “Option Grants”). In the complaint, the plaintiff contends that (i) the number of shares authorized for grant under the Plan, as adjusted by the board of directors after the Special Meeting for the subsequent recapitalization of the Company, resulted from an alleged breach of fiduciary duties by the board of directors, and (ii) our senior management was allegedly unjustly enriched by the subsequent Option Grants. The plaintiff seeks relief in the form of an order rescinding the Plan as approved by the shareholders at the Special Meeting, an order cancelling the Option Grants, and an award to plaintiff for his costs, including fees and disbursements of attorneys, experts and accountants. On April 17, 2017, we filed a motion to dismiss the complaint based on the plaintiff’s failure to satisfy Delaware’s demand requirement for a derivative action and failure to state a valid claim. The motion is now fully briefed and the Court will hear oral argument on November 28, 2017. We believe the allegations in the complaint are without merit, and intend to defend the action vigorously.

On April 20, 2017, Fulfillium, Inc., filed a Complaint in the United States District Court for the District of Delaware accusing ReShape Medical, Inc., which the Company acquired on October 2, 2017 and is now a wholly-owned subsidiary of the Company,misappropriation of trade ~~secret misappropriation under the California Uniform Trade Secrets Act (CA. Civ. Code §3426 et seq.) and/or Delaware law (Code Ann. Title 6 §2001 et seq);~~secrets and infringement of two U.S. ~~Patent Nos. 9,445,930 and 9,456,915.~~Patents (“Fulfillium I”). On July 28, 2017, ~~Reshape~~ReShape Medical ~~Inc. filed a Rule 12(b)(6) motion~~moved to dismiss both the trade ~~secrets claims as time-barred and/or for failure to state a~~secret claim and ~~to dismiss most~~certain aspects of the patent infringement ~~claims for failure to state a claim. ReShape Medical, Inc., also filed a motion~~claim, and to transfer the litigation to the ~~United States~~U.S. District Court for the Central District of California. On October 10, 2017, Fulfillium filed a motion seeking leave to amend its complaint to add an investor in ReShape Medical, Inc. as a co-defendant, but did not amend the substantive allegations of its original Complaint that are the basis of the pending motion to dismiss. ReShape Medical, Inc. filed an opposition to the motion for leave to amend on October 24, 2017 and Fulfillium filed its Reply on October 31, 2017. The motions to dismiss and transfer were heard on November 7, 2017, and on November 9,16, 2017, the Court ~~issued an Order granting-in-part the~~granted ReShape Medical’s motion to dismiss ~~dismissing~~ the trade secret ~~claim~~ and ~~allegations of~~ willful infringement ~~with leave to amend,~~claims, and ~~transferring~~ordered the case transferred to the ~~United States~~U.S. District Court for the Central District of California. ~~The~~Fulfillium twice amended its complaint, narrowing its original trade secret claim and adding further patent infringement claims and additional parties. On June 4, 2018, ReShape Medical filed a motion to dismiss the patent infringement claims for lack of standing, which the Court ~~did not rule~~granted on July 5, 2018. On August 10, 2018, the ~~motion~~Court dismissed without prejudice the trade secret claim for ~~leave~~lack of subject matter jurisdiction and terminated the case. Fulfillium has appealed these dismissals and ReShape Medical has appealed the grant and denial of certain attorney fee awards. On July 20, 2018, Fulfillium filed a new complaint against ReShape Lifesciences, Inc. (and its wholly owned subsidiary ReShape Medical LLC) in the U.S. District Court for the Central District of California (“Fulfillium II”) reasserting the patent infringement claims asserted in Fulfillium I. On August 15, 2018, Fulfillium amended its complaint in Fulfillium II to ~~amend~~reassert the trade secret misappropriation claim asserted in Fulfillium I against ReShape Medical LLC and others. On September 7, 2018, Fulfillium filed a complaint ~~to add~~in California state court alleging the ~~proposed new party, which remains fully briefed. Management~~same trade secret misappropriation claim asserted in both Fulfillium I and Fulfillium II. On November 7, 2018, the Court dismissed the non-Company parties from Fulfillium II. On April 20, 2018, ReShape Medical filed Inter Partes Review (“IPR”) petitions with the Patent Trial and Appeal Board of the U.S. Patent and Trademark Office (the “PTAB”) to have all claims of both of the originally asserted Fulfillium patents canceled as unpatentable over various combinations of prior art. On November 6, 2018, the PTAB denied those petitions. The parties held a mediation on April 9, 2019, but were unable to resolve the matter. The Company intends to continue to vigorously defend itself against Fulfillium’s claims. We currently are unable to estimate the losses or range of loss for these two matters.

Alpha and Iroquois. On July 12, 2018, Alpha Capital Anstalt (“Alpha”) filed a complaint against the Company in the U.S. District Court for the Southern District of New York. In August 2017, Alpha acquired shares of the Company’s series B convertible preferred stock and warrants to purchase shares of the Company’s common stock in an underwritten public offering. Pursuant to the terms of the series B convertible preferred stock and warrants, the conversion price of the series B convertible preferred stock and exercise price of the warrants was subject to adjustment in the case of, among other things, dilutive issuances of securities by the Company. The complaint alleged breach of contract, claiming that the Company should have adjusted the conversion price of the series B convertible preferred stock and exercise price of the warrants to not less than $420.00 per share, rather than the $1,575.00 per share to which the Company actually adjusted such conversion price and exercise price, in connection with its registered direct offering of series D convertible preferred stock and warrants to purchase common stock that it completed and announced in April 2018. On July 26, 2018, Iroquois Capital Investment Group, LLC and Iroquois Master Fund, Ltd. (“Iroquois”) filed a complaint against the Company in the U.S. District Court for the Southern District of New York, with substantially the same claims and ~~believes~~seeking substantially the ~~risk~~same relief as Alpha’s complaint described above, except that Iroquois claimed that the conversion price of ~~loss remote.~~the series D convertible preferred stock and exercise price of the warrants should have been adjusted to $189.00 per share. Following a mediation held on June 20, 2019, the parties each entered into a mutually agreeable settlement agreement resolving the issues raised in the complaints filed by each Alpha and Iroquois. Pursuant to the settlement agreements, each lawsuit has been dismissed with prejudice. The terms of the settlement agreements are confidential.

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

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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.

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ITEM 1A. RISK FACTORS

~~Except for the addition of the risk factors shown below, there~~There have been no material changes to the risk factors set forth in ~~Exhibit 99.3~~Item 1.A Risk Factors of our ~~Current~~2018 Annual Report on Form ~~8-K~~10-K filed on ~~July 26, 2017.~~May 16, 2019.

~~Our acquisition of ReShape Medical in October 2017 could adversely affect our operations, financial results and financial condition.~~

In October 2017, we acquired ReShape Medical, a privately-held medical technology company that develops, manufactures and markets the ReShape® Dual Weight Loss Balloon, an FDA and CE marked approved, minimally invasive intragastric balloon designed to treat obesity patients with a body mass index (BMI) between 30 and 40, with one or more related comorbid conditions. With respect to our acquisition of ReShape Medical and any future acquisitions, we may experience:

~~difficulties in integrating the acquired businesses and their respective personnel and products into our existing business;~~

~~difficulties in integrating commercial organizations;~~

~~difficulties or delays in realizing the anticipated benefits of the acquisition;~~

~~diversion of our management’s time and attention from other business concerns;~~

~~challenges due to limited or no direct prior experience in new markets or countries we may enter;~~

~~inability to successfully develop new products and services on a timely basis that address our new market opportunities post-acquisition;~~

~~inability to compete effectively against companies already serving the broader market opportunities expected to be available to us post-acquisition;~~

~~unanticipated costs and other contingent liabilities; and~~

any unforeseen compliance risks and accompanying financial and reputational exposure or loss not uncovered in the due diligence process and which are imputed to our company, such as compliance with federal laws and regulations, the advertising and promotion regulations under the federal Food, Drug and Cosmetic Act, the Anti-kickback Statute, the False Claims Act, the Physician Sunshine Payments Act and other applicable laws.

In addition, the FDA has published an announcement to alert health care providers of five reports of unanticipated deaths that occurred within one month of the placement of an intragastric balloon, one of which involved the ReShape Dual Weight Loss Balloon. The announcement indicated that the root cause or incidence of patient death in these cases had not been found and the FDA was not able to definitively attribute the deaths to the balloon devices or their respective insertion procedures. The announcement also indicated that the FDA had received an additional report of a death related to potential complications associated with an esophageal perforation related to the ReShape Dual Weight Loss Balloon. If these adverse events occur more frequently or other serious adverse effects are detected in liquid-filled intragastric balloons, the ReShape Dual Weight Loss Balloon product may be subject to adverse FDA action or additional communications from the FDA, which could harm our business.

We have invested, and expect to continue to invest, significant cash and other resources in connection with our acquisition of ReShape Medical. The consideration we paid to acquire ReShape Medical included $5 million in cash and our efforts to continue the commercialization of the ReShape Dual Weight Loss Balloon will require significant cash expenditures. There can be no assurance that we will be successful in our efforts. Should we be unable to obtain adequate financing or generate sufficient revenue in the future, our business, result of operations, liquidity and financial condition could be materially and adversely harmed.

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~~If we do not achieve the contemplated benefits of our acquisition of ReShape Medical, our business and financial condition may be materially impaired.~~

We may not achieve the desired benefits from our acquisition of ReShape Medical. For any of the reasons described above and elsewhere in this report and even if we are able to successfully operate ReShape Medical within our company, we may not be able to realize the revenue and other growth that we anticipate from the acquisition in the time frame that we currently expect, and the costs of achieving these benefits may be higher than what we currently expect, because of a number of risks, including the possibility that the acquisition may not further our business strategy as we expected and risks related to contingent liabilities related to the acquisition such as those related to the FDA’s announcement regarding the unanticipated deaths involving the ReShape Dual Weight Loss Balloon.

~~As a result of these risks, we may not achieve the anticipated strategic and financial benefits of the ReShape Medical acquisition.~~

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

None.

Uses of Proceeds from Sale of Registered Securities

None.

Purchases of Equity Securities

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS


Exhibit ~~Number~~ No.	Description ~~of Document~~

~~1.1~~		Underwriting Agreement, dated August 11, 2017, among the Company and Ladenburg Thalmann & Co. Inc., as representative of the underwriters named therein (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2017)
2.1*		Agreement and Plan of Merger, dated as of October 2, 2017, by and among the Company, ReShape Medical, Inc., Nixon Subsidiary Inc., Nixon Subsidiary Holdings LLC and the ReShape Holder Committee (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2017)

~~3.1~~		Certificate of Designation of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2017)

~~3.2~~		Certificate of Designation of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2017)
~~3.3~~		Certificate of Amendment to Sixth Amended and Restated Certificate of Incorporation of the Company, dated October 20, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2017)
~~3.4~~		Certificate of Amendment to Sixth Amended and Restated Certificate of Incorporation of the Company, dated October 26, 2017 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2017)
10.1	Form of ~~Warrant,~~Securities Purchase Agreement, dated ~~August 16, 2017~~June 13, 2019, by and between the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~August 16, 2017)~~June 19, 2019)

10.2	Form of Series A Warrant ~~Agency Agreement, by and between the Company and Wells Fargo Bank, National Association, dated August 16, 2017~~issued June 18, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~August 16, 2017)~~June 19, 2019)

10.3	Form of ~~Voting and Standstill Agreement between the Company and certain ReShape Medical, Inc. Holders~~Series B Warrant issued June 18, 2019 (incorporated by reference to Exhibit ~~10.1~~10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~October 3, 2017)~~June 19, 2019)
10.4**		~~2017 Employment Inducement Incentive Award Plan~~
10.5**		~~Form of Stock Option Grant Notice and Stock Option Agreement under 2017 Employment Inducement Incentive Award Plan~~
10.6**		~~Form of Stock Option Grant Notice and Stock Option Agreement under Second Amended and Restated 2003 Stock Incentive Plan~~

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10.4		Form of Series C Pre-Funded Warrant issued June 18, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2019)

Exhibit Number10.5		~~Description~~Form of ~~Document~~Registration Rights Agreement, dated June 18, 2019 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2019)

31.1**		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Exhibit No.		Description
31.2**		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101**		Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended ~~September~~June 30, ~~2017,~~2019, formatted in Extensible Business Reporting Language: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of ~~Comprehensive Loss,~~Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash ~~flows~~Flows and (v) the Notes to Condensed Consolidated Financial Statements.

*Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the Merger Agreement (identified therein) have been omitted from this report and will be furnished supplementally to the SEC upon request.

**Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	RESHAPE LIFESCIENCES INC.

	BY:	/S/ DAN ~~W. GLADNEY~~BARTON B. BANDY
		~~Dan W. Gladney~~Barton B. Bandy
		President and Chief Executive Officer
		(~~Principal Executive Officer)~~principal executive officer)

	BY:	/S/ ~~Scott~~SCOTT P. ~~Youngstrom~~YOUNGSTROM
		Scott P. Youngstrom
		Senior Vice President and Chief Financial
		~~Officer and Chief Compliance~~ Officer
		(~~Principal Financial~~principal financial and ~~Accounting Officer)~~accounting officer)

Dated: ~~November 14, 2017~~August 16, 2019

3628

Delaware	48-1293684
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)



Large accelerated filer	☐	Accelerated Filer	☐
Non-accelerated filer	~~☐ (Do not check if a smaller reporting entity)~~☒	Smaller Reporting Company	☒
Emerging Growth Company	☐


Title of Class	Trading Symbol	Name of Exchange on which Registered
Common stock, $0.01 par value per share	RSLS	OTCQB Market


PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018	3
	Condensed Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	4
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2019 and 2018	5
	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	57
	Notes to Condensed Consolidated Financial Statements	68
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	2919
Item 4.	Controls and Procedures	3024

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	3125
Item 1A.	Risk Factors	3226
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3326
Item 3.	Defaults Upon Senior Securities	3326
Item 4.	Mine Safety Disclosures	3326
Item 5.	Other Information	3326
Item 6.	Exhibits	3426
SIGNATURES		3628


	September 30,		December 31,		June 30,		December 31,
	2017		2016		2019		2018
ASSETS
Current assets:
Cash and cash equivalents	$	23,433,297	$	3,310,787	$	4,355	$	5,548
Accounts receivable (net of allowance for bad debts of $20,000 at September 30, 2017 and December 31, 2016)		333,057		143,692
Inventory		1,586,629		1,789,578
Prepaid expenses and other current assets		252,473		476,624
Accounts and other receivables (net of allowance for bad debts of $387 at June 30, 2019 and $236 at December 31, 2018) (Note 4)						4,625		917
Finished goods inventory						1,348		985
Prepaid expenses and other current assets (Note 4)						2,303		1,269
Total current assets		25,605,456		5,720,681		12,631		8,719
Property and equipment, net		195,514		200,720		27		64
Goodwill		6,397,671		—
Other intangible assets (net of accumulated amortization of $44,777 at September 30, 2017)		21,842,409		—
Operating lease right-of-use assets (Note 7)						963		—
Other intangible assets, net (Note 5)						29,506		36,927
Other assets		1,142,304		1,119,405		563		563
Total assets	$	55,183,354	$	7,040,806	$	43,690	$	46,273
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	706,520	$	1,311,706
Accrued expenses		3,427,245		2,751,415
Accounts payable and accrued liabilities (Note 4)					$	9,853	$	6,456
Asset purchase consideration payable, current (Note 6)						1,955		1,907
Operating lease liabilities, current (Note 7)						343		—
Total current liabilities		4,133,765		4,063,121		12,151		8,363
Common stock warrant liability		2,159		39,119
Asset purchase consideration payable, noncurrent (Note 6)						4,520		4,403
Operating lease liabilities, noncurrent (Note 7)						626		—
Deferred income taxes						1,258		1,844
Common stock warrant liability (Note 8)						11,743		—
Total liabilities		4,135,924		4,102,240		30,298		14,610
Commitments and contingencies (Note 5)
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, 5,000,000 shares authorized:
Series A convertible preferred stock, $0.01 par value; zero shares outstanding at September 30, 2017 and December 31, 2016; 12,531 and zero shares issued at September 30, 2017 and December 31, 2016, respectively		—		—
Conditional convertible preferred stock, $0.01 par value; 1,000,181 and zero shares issued and outstanding at September 30, 2017 and December 31, 2016		10,002		—
Series B convertible preferred stock, $0.01 par value; 20,000 shares issued and 11,003 and zero shares outstanding at September 30, 2017 and December 31, 2016		110
Common stock, $0.01 par value; 300,000,000 shares authorized; 12,208,671 and 2,736,621 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		122,087		27,366
Series B convertible preferred stock, $0.01 par value; 3 and 159 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively						—		—
Series C convertible preferred stock, $0.01 par value; 95,388 shares issued and outstanding at June 30, 2019 and December 31, 2018						1		1
Common stock, $0.01 par value; 275,000,000 shares authorized at June 30, 2019 and December 31, 2018; 28,505,233 and 8,770,433 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively						285		88
Additional paid-in capital		376,057,278		303,852,582		452,492		450,564
Accumulated deficit		(325,142,047)		(300,941,382)		(439,386)		(418,990)
Total stockholders’ equity		51,047,430		2,938,566		13,392		31,663
Total liabilities and stockholders’ equity	$	55,183,354	$	7,040,806	$	43,690	$	46,273


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
		2017		2016		2017		2016		2019		2018		2019		2018
Sales revenue	$	110,020	$	296,760	$	243,120	$	644,760
Service revenue		250,000		—		250,000		—
Total revenue		360,020		296,760		493,120		644,760
Revenue									$	4,450	$	10	$	7,524	$	149
Cost of revenue		214,511		146,631		298,506		342,070		1,593		3		2,436		63
Gross profit		145,509		150,129		194,614		302,690		2,857		7		5,088		86
Operating expenses:
Selling, general and administrative		4,595,538		3,361,572		16,085,311		15,088,297		6,792		4,327		12,213		10,663
Research and development		1,109,641		1,253,390		3,586,129		3,879,378		960		2,053		2,016		4,553
Impairment of intangible assets (Note 5)										6,588		14,005		6,588		14,005
Total operating expenses		5,705,179		4,614,962		19,671,440		18,967,675		14,340		20,385		20,817		29,221
Operating loss		(5,559,670)		(4,464,833)		(19,476,826)		(18,664,985)		(11,483)		(20,378)		(15,729)		(29,135)
Other income (expense):
Interest income		—		1,493		100		4,991
Interest expense		—		(1,391,134)		—		(3,393,374)
Warrants expense		(4,438,149)		—		(4,438,149)		—
Change in value of warrant liability		5,047		241,741		(283,688)		3,330,254
Change in value of convertible notes payable		—		(909,030)		—		(200,004)
Other expense (income), net:
Interest expense, net										213		1		316		2
Loss on extinguishment of debt (Note 6)										71		—		71		—
Warrant expense (Note 8)										4,127		145		4,257		145
Other, net		(904)		(700)		(2,102)		(3,272)		612		(3)		609		(2)
Loss from continuing operations before income taxes										(16,506)		(20,521)		(20,982)		(29,280)
Income tax benefit										586		1,209		586		2,591
Loss from continuing operations										(15,920)		(19,312)		(20,396)		(26,689)
Loss from discontinued operations, net of tax										—		(15,939)		—		(19,795)
Net loss	$	(9,993,676)	$	(6,522,463)	$	(24,200,665)	$	(18,926,390)	$	(15,920)	$	(35,251)	$	(20,396)	$	(46,484)
Net loss per share—basic and diluted	$	(1.06)	$	(11.77)	$	(3.19)	$	(69.14)
Less: Down round adjustments for convertible preferred stock and warrants										—		(3,842)		—		(3,842)
Net loss attributable to common shareholders										(15,920)		(39,093)		(20,396)		(50,326)
Net loss per share - basic and diluted:
Continuing operations										(1.25)		(1,307.98)	$	(1.94)	$	(1,881.15)
Discontinued operations										—		(900.41)		—		(1,219.65)
Net loss per share - basic and diluted									$	(1.25)	$	(2,208.39)	$	(1.94)	$	(3,100.80)
Shares used to compute basic and diluted net loss per share		9,470,807		554,028		7,589,239		273,751		12,715,277		17,702		10,491,220		16,230


	Three Months Ended June 30, 2019
	Series B Convertible			Series C Convertible			Series E Convertible						Additional				Total
	Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance March 31, 2019	3	$	—	95,388	$	1	1,192,000	$	12	7,703,233	$	77	$	451,949	$	(423,466)	$	28,573
Net loss	—		—	—		—	—		—	—		—		—		(15,920)		(15,920)
Stock-based compensation expense	—		—	—		—	—		—	—		—		728		—		728
Down round adjustments for convertible preferred stock and warrants	—		—	—		—	—		—	—		—		—		—		—
Institutional sales of common stock and warrants, net of issuance costs	—		—	—		—	—		—	15,600,000		156		127		—		283
Warrant adjustment	—		—	—		—	—		—	—		—		(312)		—		(312)
Conversion of convertible preferred stock into common stock	—		—	—		—	(1,192,000)		(12)	1,192,000		12		—		—		—
Issuance of common stock upon exercise of warrants	—		—	—		—	—		—	4,010,000		40		—		—		40
Balance June 30, 2019	3	$	—	95,388	$	1	—	$	—	28,505,233	$	285	$	452,492	$	(439,386)	$	13,392


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Numerator:
Net loss	$	(9,993,676)	$	(6,522,463)	$	(24,200,665)	$	(18,926,390)
Denominator for basic and diluted net loss per share:
Weighted-average common shares outstanding		9,470,807		554,028		7,589,239		273,751
Net loss per share—basic and diluted	$	(1.06)	$	(11.77)	$	(3.19)	$	(69.14)


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


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


		Series A Warrants
	September 30, 2017			December 31, 2016
Risk-free interest rates		1.31	%		1.20	%
Expected life		15	months		24	months
Expected dividends		—	%		—	%
Expected volatility		194.28	%		122.03	%
Fair value	$	2,159		$	36,000


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


	Level 1		Level 2		Level 3		Total
Common stock warrants at December 31, 2016	$	—	$	39,119	$	—	$	39,119
Common stock warrants at September 30, 2017	$	—	$	2,159	$	—	$	2,159


	November 2015 Notes					January 2016 Notes
	September 30, 2016		December 31, 2015			September 30, 2016			January 11, 2016
Risk-free interest rates		N/A		1.11	%		0.65	%		1.01	%
Expected life		N/A		1.86	years		1.11	years		1.83	years
Expected dividends		N/A		—	%		—	%		—	%
Expected volatility		N/A		57.5	%		70.0	%		60.0	%
Fair value per share of common stock		N/A	$	0.03		$	0.002		$	0.02


	May 2016 Notes
	September 30, 2016			May 2, 2016
Risk-free interest rates		0.65	%		0.69	%
Expected life		1.11	years		1.52	years
Expected dividends		—	%		—	%
Expected volatility		70.0	%		65.0	%
Fair value per share of common stock	$	0.002		$	0.01


Year ending December 31,
Remaining three months of 2017	$	173,832
2018		633,695
2019		419,082
2020		319,262
2021		327,949
2022		165,061
	$	2,038,881


		Outstanding Options

	Shares
	Available For	Number of	Weighted-Average
	Grant	Shares (1)	Exercise Price (1)
Balance, December 31, 2016	2,988,243	19,840	$	770.35
Shares reserved	—	—		—
Options granted	(1,333,450)	1,333,450		6.71
Options exercised	—	—		—
Options cancelled	22,124	(22,124)		55.73
Balance, September 30, 2017	1,676,917	1,331,166	$	22.63


		Weighted
		Average
	Common	Exercise
	Shares	Price
Balance, December 31, 2016	55,049	$	238.90
Granted (1)	14,852,994		3.15
Exercised	(599,670)		5.56
Cancelled	(36)		238.90
Balance, September 30, 2017	14,308,337	$	3.51