ReShape Lifesciences (RSLS) 10-Q 7 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 03, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	1-37897
Entity Registrant Name	RESHAPE LIFESCIENCES INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	26-1828101
Entity Address, Address Line One	18 Technology Dr, Suite 110
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	429-6680
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	RSLS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,452,447
Entity Central Index Key	0001427570
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 4,567	$ 3,855
Restricted cash	100	100
Accounts and other receivables (net of allowance for doubtful accounts of $555 and $410 respectively)	1,975	2,180
Inventory	3,268	3,611
Prepaid expenses and other current assets	634	165
Total current assets	10,544	9,911
Property and equipment, net	659	698
Operating lease right-of-use assets	297	171
Deferred tax asset, net	57	56
Other intangible assets, net	238	260
Other assets	57	46
Total assets	11,852	11,142
Current liabilities:
Accounts payable	1,601	1,926
Accrued and other liabilities	2,527	5,040
Warranty liability, current	167	344
Operating lease liabilities, current	109	171
Total current liabilities	4,404	7,481
Operating lease liabilities, noncurrent	198
Common stock warrant liability	512
Total liabilities	5,114	7,481
Commitments and contingencies (Note 13)
Stockholders' equity:
Common stock, $0.001 par value; 300,000,000 shares authorized at June 30, 2023 and December 31, 2022; 3,452,169 and 519,219 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	3	1
Additional paid-in capital	637,172	627,935
Accumulated deficit	(630,342)	(624,187)
Accumulated other comprehensive loss	(95)	(88)
Total stockholders' equity	6,738	3,661
Total liabilities and stockholders' equity	11,852	11,142
Series C convertible preferred stock
Stockholders' equity:
Preferred stock

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Allowance for doubtful accounts	$ 555	$ 410
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	3,452,169	519,219
Common stock, shares outstanding	3,452,169	519,219
Series C convertible preferred stock
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, issued	95,388	95,388
Preferred stock outstanding	95,388	95,388

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Statements of Operations
Revenue	$ 2,254	$ 2,892	$ 4,541	$ 5,332
Cost of revenue	1,060	1,009	2,123	2,231
Gross profit	1,194	1,883	2,418	3,101
Operating expenses:
Sales and marketing	2,177	4,636	4,359	9,330
General and administrative	2,445	5,363	6,667	9,254
Research and development	581	747	1,033	1,492
(Gain) loss on disposal of assets, net	(33)	381	(33)	381
Total operating expenses	5,170	11,127	12,026	20,457
Operating loss	(3,976)	(9,244)	(9,608)	(17,356)
Other expense (income), net:
Interest income, net	(9)	(14)	(4)	(15)
Gain on changes in fair value of liability warrants	(472)		(3,438)
(Gain) loss on foreign currency exchange, net		204	(21)	188
Other	(6)	1	(8)	(9)
Loss before income tax provision	(3,489)	(9,435)	(6,137)	(17,520)
Income tax expense	4	9	18	39
Net loss	$ (3,493)	$ (9,444)	$ (6,155)	$ (17,559)
Net loss per share - basic and diluted:
Net loss per share - basic (in dollars per share)	$ (1.08)	$ (24.45)	$ (2.48)	$ (46.37)
Net loss per share - diluted (in dollars per share)	$ (1.08)	$ (24.45)	$ (2.48)	$ (46.37)
Shares used to compute basic net loss per share (in shares)	3,249,259	386,239	2,482,957	378,684
Shares used to compute diluted net loss per share (in shares)	3,249,259	386,239	2,482,957	378,684

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Consolidated Statements of Comprehensive Loss
Net loss	$ (3,493)	$ (9,444)	$ (6,155)	$ (17,559)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(2)	(1)	(7)	20
Other comprehensive income, net of tax	(2)	(1)	(7)	20
Comprehensive loss	$ (3,495)	$ (9,445)	$ (6,162)	$ (17,539)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Preferred Stock Series C convertible preferred stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Total
Balance at Dec. 31, 2021			$ 622,399	$ (577,973)	$ (92)	$ 44,334
Balance (in shares) at Dec. 31, 2021	95,388	356,641
Changes in Stockholders' (Deficit) Equity
Net loss				(17,559)		(17,559)
Other comprehensive income, net of tax					20	20
Stock compensation			1,489			1,489
Issuance of stock from RSUs (in shares)		18,184
Exercise of warrants			2,492			2,492
Exercise of warrants, shares		17,773
Balance at Jun. 30, 2022			626,380	(595,532)	(72)	30,776
Balance (in shares) at Jun. 30, 2022	95,388	392,598
Balance at Mar. 31, 2022			623,118	(586,088)	(71)	36,959
Balance (in shares) at Mar. 31, 2022	95,388	371,954
Changes in Stockholders' (Deficit) Equity
Net loss				(9,444)		(9,444)
Other comprehensive income, net of tax					(1)	(1)
Stock compensation			770			770
Issuance of stock from RSUs (in shares)		2,871
Exercise of warrants			2,492			2,492
Exercise of warrants, shares		17,773
Balance at Jun. 30, 2022			626,380	(595,532)	(72)	30,776
Balance (in shares) at Jun. 30, 2022	95,388	392,598
Balance at Dec. 31, 2022		$ 1	627,935	(624,187)	(88)	3,661
Balance (in shares) at Dec. 31, 2022	95,388	519,219
Changes in Stockholders' (Deficit) Equity
Net loss				(6,155)		(6,155)
Other comprehensive income, net of tax					(7)	(7)
Issuance of common stock pursuant to reverse stock split (in shares)		18,399
Stock compensation			440			440
Common stock purchased		$ 1	894			895
Common stock purchased (in shares)		1,476,395
Equity issuance costs			91			91
Issuance of stock from RSUs (in shares)		1,668
Exercise of warrants		$ 1	7,812			7,813
Exercise of warrants, shares		1,436,488
Balance at Jun. 30, 2023		$ 3	637,172	(630,342)	(95)	6,738
Balance (in shares) at Jun. 30, 2023	95,388	3,452,169
Balance at Mar. 31, 2023		$ 3	634,697	(626,849)	(93)	7,758
Balance (in shares) at Mar. 31, 2023	95,388	2,648,765
Changes in Stockholders' (Deficit) Equity
Net loss				(3,493)		(3,493)
Other comprehensive income, net of tax					(2)	(2)
Stock compensation			217			217
Common stock purchased			894			894
Common stock purchased (in shares)		291,395
Equity issuance costs			(207)			(207)
Issuance of stock from RSUs (in shares)		834
Exercise of warrants			1,571			1,571
Exercise of warrants, shares		511,175
Balance at Jun. 30, 2023		$ 3	$ 637,172	$ (630,342)	$ (95)	$ 6,738
Balance (in shares) at Jun. 30, 2023	95,388	3,452,169

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (6,155)	$ (17,559)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	75	184
Amortization of intangible assets	22	911
(Gain) loss on disposal of assets, net	(33)	381
Stock-based compensation	440	1,489
Bad debt expense	145	(104)
Provision for inventory excess and obsolescence	67	129
Deferred income tax	(1)
Gain on changes in fair value of liability warrants	(3,438)
Offering cost	298
Other noncash items	12	(18)
Change in operating assets and liabilities, net of business combination:
Accounts and other receivables	60	471
Inventory	276	(1,352)
Prepaid expenses and other current assets	(470)	353
Accounts payable and accrued liabilities	(2,833)	1,500
Warranty liability	(177)	(185)
Other	(11)
Net cash used in operating activities	(11,723)	(13,800)
Cash flows from investing activities:
Capital expenditures	(43)	(19)
Proceeds from sale of capital assets	33	39
Cash (used in) provided by investing activities:	(10)	20
Cash flows from financing activities:
Proceeds from sale and issuance of securities	12,451
Proceeds from warrants exercised		2,489
Net cash provided by financing activities	12,451	2,489
Effect of currency exchange rate changes on cash and cash equivalents	(6)	20
Net increase (decrease) in cash, cash equivalents and restricted cash	712	(11,271)
Cash, cash equivalents and restricted cash at beginning of period	3,955	22,815
Cash, cash equivalents and restricted cash at end of period	$ 4,667	11,544
Noncash investing and financing activities:
Capital expenditures accruals		$ 9

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2023
Basis of Presentation
Basis of Presentation	(1) Basis of Presentation ​ The accompanying interim condensed consolidated financial statements and related disclosures of Reshape Lifesciences Inc. (the “Company” or “ReShape”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on April 17, 2023. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") have been condensed or omitted. ​ In the opinion of management, the interim consolidated condensed financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. ​ Reverse Stock Split and Merger Exchange Ratio ​ On December 23, 2022, at the commencement of trading, the Company effected a 1 ​ Summary of Significant Accounting Policies ​ The Company’s significant accounting policies are described in Note 4 to its audited consolidated financial statements for the year ended December 31, 2022, which are included in the Company’s Annual Report on Form 10-K which was filed with the SEC on April 17, 2023. ​ Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may materially differ from these estimates. The Company reviews its estimates on an ongoing basis or as new information becomes available to ensure that these estimates appropriately reflect changes in its business. ​ Long-Lived Assets ​ We evaluate long-lived assets, including finite-lived intangible assets, for impairment by comparison of the carrying amounts to future net undiscounted cash flows expected to be generated by such assets when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value or estimates of future discounted cash flows. ​ Fair Value of Financial Instruments ​ The carrying amounts of cash equivalents, accounts receivable, accounts payable and certain accrued and other liabilities approximate fair value due to their short-term maturities. Refer to Note 7 regarding fair value measurements and inputs of warrants. Net Loss Per Share The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2023 2022 Stock options 17,634 26,161 Unvested restricted stock units ​ 2,598 ​ 16,424 Convertible preferred stock ​ 10 ​ 10 Warrants 1,632,514 139,047 ​ Recent Accounting Pronouncements ​ New accounting standards adopted are discussed below. ​ In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326)

Liquidity and Management's Plan

Liquidity and Management's Plans	6 Months Ended
	Jun. 30, 2023
Liquidity and Management's Plans
Liquidity and Management's Plans	(2) Liquidity and Management’s Plans ​ The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue as the Company has modified its strategy to a metrics-driven approach through a sustainable and scalable business model, via a digital lead generation and re-engagement strategy. As of June 30, 2023, the Company had net working capital of approximately $6.1 million, primarily due to cash and cash equivalents and restricted cash of $4.7 million, and $2.0 million of accounts receivable. The Company has raised gross proceeds of $12.7 million between the public offerings that occurred on February 8, 2023, and April 24, 2023. Based on its available cash resources, the Company may not have sufficient cash on hand to fund its current operations for more than twelve months from the date of filing this Quarterly Report on Form 10-Q. This condition raises substantial doubt about the Company’s ability to continue as a going concern. ​ The Company’s anticipated operations include plans to (i) grow sales and operations of the Company with the Lap-Band product line both domestically and internationally as well as to obtain cost savings synergies, (ii) introduce to the market place ReShapeCare and ReShape Marketplace as an extension, (iii) marketing efforts to increase brand recognition, create customer awareness and increase the patient demand, (iv) continue development of the Diabetes Bloc-Stem Neuromodulation (DBSN) device, (v) seek opportunities to leverage our intellectual property portfolio and custom development services to provide third-party sales and licensing opportunities, and (vi) explore and capitalize on synergistic opportunities to expand our portfolio and offer future minimally invasive treatments and therapies in the obesity continuum of care, including Lap-Band 2.0. The Company believes that it has the flexibility to manage the growth of its expenditures and operations depending on the amount of available cash flows, which could include reducing expenditures for marketing, clinical and product development activities. ​ The Company may be required to raise additional capital, however, there can be no assurance as to whether additional financing will be available on terms acceptable to the Company, if at all. If sufficient funds on acceptable terms are not available when needed, it would have a negative impact on the Company’s financial condition and could force the Company to delay, limit, reduce, or terminate product development or future commercialization efforts or grant rights to develop and market product candidates or testing products that the Company would otherwise plan to develop. ​ Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company’s plans do not alleviate substantial doubt about our ability to continue as a going concern. ​ The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. ​ COVID-19 Risk ​ The impact of COVID-19 has subsided substantially in the U.S. but continues to result in reduced activity levels outside of the U.S., such as continued restrictions on travel and business operations and advising or requiring individuals to limit or forego their time outside of their homes or places of business. ​

Supplemental Balance Sheet Info

Supplemental Balance Sheet Information	6 Months Ended
	Jun. 30, 2023
Supplemental Balance Sheet Information
Supplemental Balance Sheet Information	(3) Supplemental Balance Sheet Information ​ Components of selected captions in the condensed consolidated balance sheets consisted of the following: ​ Inventory: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2023 2022 Raw materials ​ $ 806 ​ $ 832 Sub-assemblies ​ ​ 999 ​ ​ 864 Finished goods ​ 1,463 ​ 1,915 Total inventory ​ $ 3,268 ​ $ 3,611 ​ Prepaid expenses and other current assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2023 2022 Prepaid insurance ​ $ 282 ​ $ 78 Patents ​ ​ 69 ​ ​ — Prepaid advertising and marketing ​ ​ 108 ​ ​ 3 Taxes ​ ​ 63 ​ ​ — Other current assets ​ ​ 112 ​ ​ 84 Total prepaid expenses and other current assets ​ $ 634 ​ $ 165 ​ Accrued and other liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2023 2022 Payroll and benefits ​ $ 1,150 ​ $ 1,829 Accrued legal settlements ​ ​ 400 ​ ​ 1,775 Customer deposits ​ ​ 459 ​ ​ 510 Taxes ​ ​ 68 ​ ​ 119 Accrued professional ​ ​ 356 ​ ​ 316 Other liabilities ​ 94 ​ 491 Total accrued and other liabilities ​ $ 2,527 ​ $ 5,040 ​

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2023
Intangible Assets
Intangible Assets	(4) Intangible Assets The Company’s finite-lived intangible assets consists of developed technology, and trademarks and tradenames. The estimated useful lives of these finite-lived intangible assets is 10 years. The amortization expenses for the three months ended June 30, 2023 and 2022, were $11 thousand and $0.5 million, respectively, and the six months ended June 30, 2023 and 2022, were $22 thousand and $0.9 million, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2023 ​ Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology ​ 10.0 ​ $ 5,989 ​ $ (5,821) ​ $ 168 Trademarks/Tradenames ​ 10.0 ​ ​ 462 ​ ​ (392) ​ ​ 70 Total ​ ​ ​ $ 6,451 ​ $ (6,213) ​ $ 238 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology ​ 10.0 ​ $ 5,989 ​ $ (5,805) ​ $ 184 Trademarks/Tradenames ​ 10.0 ​ ​ 462 ​ ​ (386) ​ ​ 76 Total ​ ​ ​ $ 6,451 ​ $ (6,191) ​ $ 260 ​

Leases

Leases	6 Months Ended
	Jun. 30, 2023
Leases
Leases	(5) Leases ​ The Company has a noncancelable operating lease for office and warehouse space in San Clemente, which was extended by twelve months with an end date of June 30, 2023. The Company also had an operating lease and warehouse space in Carlsbad, California, which expired June 30, 2022. On March 13, 2023, the Company entered into a lease for approximately 5,038 square feet of office and warehouse space at 18 Technology Drive, Suite 110, Irvine, California 92618 and relocated our principal executive offices from our former San Clemente, California location to the Irvine, California location. The Irvine California lease has a term of 36 months commencing on May 1, 2023. ​ The Company does not have any short-term leases or financing lease arrangements. Lease and non-lease components are accounted for separately. ​ Operating lease costs were $0.1 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively, and $0.2 million and $0.5 million for the six months ended June 30, 2023 and 2022, respectively. Variable lease costs were not material. ​ Supplemental information related to operating leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30 ​ December 31, Balance Sheet information ​ 2023 ​ 2022 Operating lease ROU assets ​ $ 297 ​ $ 171 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, current portion ​ $ 109 ​ $ 171 Operating lease liabilities, long-term portion ​ ​ 198 ​ ​ — Total operating lease liabilities ​ $ 307 ​ $ 171 ​ ​ ​ ​ ​ ​ ​ Cash flow information for the six months ended June 30, ​ 2023 ​ 2022 Cash paid for amounts included in the measurement of operating leases liabilities ​ $ 174 ​ $ 386 ​ Maturities of operating lease liabilities were as follows: ​ ​ ​ ​ ​ ​ 2023 ​ ​ 54 ​ 2024 ​ ​ 111 ​ 2025 ​ ​ 115 ​ 2026 ​ ​ 59 ​ Total lease payments ​ ​ 339 ​ Less: imputed interest ​ ​ 32 ​ Total lease liabilities ​ $ 307 ​ ​ ​ ​ ​ ​ Weighted-average remaining lease term at end of period (in years) ​ ​ 2.9 ​ Weighted-average discount rate at end of period ​ ​ 6.9 % ​

Equity

Equity	6 Months Ended
	Jun. 30, 2023
Equity
Equity	(6) Equity ​ Common Stock Issued Related to Restricted Stock Units ​ During the three months ended June 30, 2023 and 2022, the Company issued 834 shares of common stock and 2,871 shares of common stock, respectively, subject to vesting of the restricted stock units. During the six months ended June 30, 2023 and 2022, the Company issued 1,668 shares of common stock and 18,184 shares of common stock, respectively, subject to vesting of the restricted stock units. For further details see Note 10. ​ April Securities Offering ​ On April 20, 2023, the Company entered into a Securities Purchase Agreement with a certain institutional investor, pursuant to which the Company agreed to issue and sell to the Investor in a registered direct offering (i) 291,395 shares of the Company’s common stock, par value $0.001 per share, and (ii) pre-funded warrants to purchase an aggregate of 509,300 shares of Common Stock. Each share of common stock was sold at a price of $3.07 per share and each Pre-funded Warrant was sold at an offering price of $3.069 per share underlying such Pre-funded Warrants, for aggregate gross proceeds of approximately $2.5 million before deducting the placement agent’s fees and the offering expenses. The Company has been using the net proceeds of this offering to continue implementation of its growth strategies, for working capital and general corporate purposes. In addition, under the Purchase Agreement, the Company also agreed to issue and sell to the Investor in a concurrent private placement warrants to purchase an aggregate of 800,695 shares of common stock. ​ In connection with the Offering, the Company also agreed that certain existing warrants to purchase up to an aggregate of 164,656 shares of Common Stock that were issued to the Investor, at an exercise price of $15.00 per share, were amended effective upon the closing of the Offering so that the amended warrants have an exercise price of $3.07. ​ The Company’s exclusive placement agent in connection with the Offering, Maxim Group LLC, received a cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in Offering, as well as reimbursement for certain expenses, and warrants to purchase up to 40,035 shares of Common Stock, which is equal to 5.0% of the aggregate amount of shares of Common Stock issued in the Offering, at an exercise price of $3.38 per share. ​ The offering closed April 24, 2023. ​ February Public Offering of Common Stock and Warrants ​ On February 8, 2023, the Company closed a public offering of 1,275,000 units, with each consisting of one share of its common stock, or one pre-funded warrant to purchase one share of its common stock, and one warrant to purchase one and one -half shares of its common stock. Each unit was sold at public offering price of $8.00 . The warrants in the units are immediately exercisable at a price of $8.00 per share and expire five years from the date of issuance. Alternatively, each warrant can be exercised pursuant to the “alternative cashless exercise” provision, to which the holders would receive an aggregate number of shares of common stock equal the product of (x) the aggregate number of shares of common stock that would be issuable upon a cash exercise and (y) 0.50 . For purposes of clarity, one common warrant to purchase one and one -half shares would be exercisable for 0.75 shares under this alternative cashless exercise provision. The shares of common stock (or pre-funded warrants in lieu thereof) and accompanying warrants were only purchasable together in this offering but were issued separately and immediately separable upon issuance. As of June 30, 2023, warrants to purchase 1,674,376 shares of common stock have been exercised under the alternative cashless exercise for a total of 835,313 shares of common stock. ​ Gross proceeds, before deducting underwriting discounts and commissions and estimated offering expenses, are approximately $10.2 million. The Company has been using the net proceeds of this offering to continue implementation of its growth strategies, for working capital and general corporate purposes. ​ The Company also granted the underwriters an option to purchase an additional 191,250 shares of common stock and/or additional warrants to purchase up to 286,875 shares of common stock, to cover over-allotments, of which Maxim Group LLC exercised its option to purchase additional warrants to purchase 286,875 shares of common stock. ​

Warrants

Warrants	6 Months Ended
	Jun. 30, 2023
Warrants
Warrants	(7) Warrants ​ On April 24, 2023, the Company completed a securities purchase offering in which three classes of warrants were issued. There were 800,695 common stock purchase warrants issued with an exercise price of $3.07. The common stock purchase warrants were valued at $1.5 million using the fair value approach at the time of issuance. The fair value of the common stock purchase warrants was determined using a Black Scholes option pricing model using a risk free rate of 3.558%, expected term of 5.5 years, expected dividends of zero and an expected volatility of 88.4%. ​ In addition, one of the investors purchased 509,300 pre-funded warrants at a price of $3.069 per warrant. These warrants have an exercise price of $0.001 per share and do not expire. The pre-funded warrants were valued at $1.3 million using the fair value approach at the time of issuance. The fair value of the pre-funded warrants was determined using a Black Scholes option pricing model using a risk free rate of 3.558%, an expected term of 5.5 years, expected dividends of zero and expected volatility of 88.4%. ​ As part of the terms of the offering the Company issued 40,035 representative’s warrants with an exercise price of $3.38 per share and expiration date on April 24, 2028. The representative’s warrants were valued at $0.1 million using the fair value approach at the time of issuance. The fair value of the representative’s warrants was determined using a Black Scholes option pricing model using a risk free rate of 3.568%, an expected term of 5.0 years, expected dividends of zero and expected volatility of 96.3%. ​ On February 8, 2023, the Company completed a public offering in which three classes of warrants were issued. There were 2,199,375 common stock purchase warrants issued with an alternative cashless exercise provision. The alternative cashless exercise allows the holder to exercise one warrant share for 0.5 shares of common stock or exercise via the cash exercise price of $8.00 per share of common stock per warrant. These warrants we classified as a liability, and the Company utilized a bifurcated Black-Scholes option pricing model to consider the cash exercise option and cashless exercise option. The bifurcated Black-Scholes option pricing model used an exercise price where the two exercise methods would be indifferent with market inputs of the stock price on the issuance, risk free interest rate, expected share price volatility and dividend yield. The Company calculates the fair value of the warrants at each reporting period and when a warrant is exercised, with the changes in fair value recognized in the statement of operations. Below is a summary of the initial inputs used in the bifurcated Black-Scholes option pricing model. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Exercise ​ Cashless Exercise Stock Price ​ $ 5.905 ​ $ 5.905 Exercise Price ​ $ 16.00 ​ $ 0.00 Term (years) ​ ​ 5.00 ​ ​ 5.00 Volatility ​ ​ 96.50% ​ ​ 96.50% Risk Free Rate ​ ​ 3.784% ​ ​ 3.784% Dividend Yield ​ ​ 0% ​ ​ 0% ​ The following table presents the changes in the fair value of warrant liabilities: ​ ​ ​ ​ ​ ​ ​ Common Stock ​ ​ Purchase Warrants Fair value as of February 8, 2023 (issuance date) ​ $ 10,363 Fair value of liability warrants in excess of proceeds, at issuance ​ ​ (164) Exercises of liability warrants ​ ​ (6,249) Gain on changes in fair value of liability warrants ​ ​ (3,438) Fair value as of June 30, 2023 ​ $ 512 ​ In addition, one of the investors purchased 90,000 pre-funded warrants at a price of $7.999 per warrant. These warrants have an exercise price of $0.0001 per share and do not expire. The pre-funded warrants were valued at $0.5 million using the fair value approach at the time of issuance. The fair value of the pre-funded warrants was determined using a Black Scholes option pricing model using a risk free rate of 3.784%, an expected term of 5.0 years, expected dividends of zero and expected volatility of 96.5%. ​ As part of the terms of the offering the Company issued 73,313 representative’s warrants with an exercise price of $8.80 per share and expiration date on February 3, 2028. The representative’s warrants were valued at $ $0.3 million using the fair value approach at the time of issuance. The fair value of the representative’s warrants was determined using a Black Scholes option pricing model using a risk free rate of 3.786%, an expected term of 4.99 years, expected dividends of zero and expected volatility of 96.5%.

Revenue Disaggregation and Oper

Revenue Disaggregation and Operating Segments	6 Months Ended
	Jun. 30, 2023
Revenue Disaggregation and Operating Segments
Revenue Disaggregation and Operating Segments	(8) Revenue Disaggregation and Operating Segments ​ The Company conducts operations worldwide and has sales in the following regions: United States, Australia, Europe and Rest of World. For the three and six months ended June 30, 2023 and 2022, the Company primarily only sold the Lap-Band system. The following table presents the Company’s revenue disaggregated by geography: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ 2023 2022 2023 2022 United States ​ $ 1,929 ​ $ 2,308 ​ $ 3,742 ​ $ 4,152 Australia ​ ​ 123 ​ ​ 188 ​ ​ 280 ​ ​ 369 Europe ​ ​ 193 ​ ​ 389 ​ ​ 497 ​ ​ 803 Rest of world ​ ​ 9 ​ ​ 7 ​ ​ 22 ​ ​ 8 Total revenue ​ $ 2,254 ​ $ 2,892 ​ $ 4,541 ​ $ 5,332 ​ Operating Segments ​ The Company conducts operations worldwide and is managed in the following geographical regions: United States, Australia, Europe and the Rest of World (primarily in the Middle East). All regions sell the Lap-Band system, which consisted of nearly all our revenue and gross profit for the three and six months ended June 30, 2023 and 2022. During the three and six months ended June 30, 2023 and 2022, there was minimal revenue for ReShapeCare. There was no revenue or gross profit recorded for the DBSN device for the three and six months ended June 30, 2023 and 2022 as this product is still in the development stage. There was also no revenue recorded for the Obalon line.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2023
Income Taxes
Income Taxes	(9) Income Taxes ​ During the three months ended June 30, 2023 and 2022, the Company recorded income tax expense of $4 thousand and $9 thousand, respectively, and during the six months ended June 30, 2023 and 2022, the Company recorded income tax expense of $18 thousand and $39 thousand. The income tax expense is related to minimum state taxes and projected Australian and Netherlands income, respectively. The income tax provisions for the three and six months ended June 30, 2023, were calculated using the discrete year-to-date method. The effective tax rate differs from the statutory tax rate of 21% primarily due to the existence of valuation allowances against net deferred tax assets and current liabilities resulting from the estimated state income tax liabilities and foreign tax liability. ​ In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Based on the level of historical losses, projections of losses in future periods and potential limitations pursuant to changes in ownership under Internal Revenue Code Section 382, the Company provided a valuation allowance at both June 30, 2023 and December 31, 2022. ​

Stock-based Compensation

Stock-based Compensation	6 Months Ended
	Jun. 30, 2023
Stock-based Compensation
Stock-based Compensation	(10) Stock-based Compensation ​ Stock-based compensation expense related to stock options and RSUs issued under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan (the “Plan”) for the three and six months ended June 30, 2023 and 2022 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 Sales and marketing ​ $ 30 ​ $ 125 ​ $ 60 ​ $ 216 General and administrative ​ ​ 128 ​ ​ 538 ​ ​ 256 ​ ​ 1,095 Research and development ​ ​ 59 ​ ​ 107 ​ ​ 124 ​ ​ 178 Total stock-based compensation expense ​ $ 217 ​ $ 770 ​ $ 440 ​ $ 1,489 ​ Stock Options ​ A summary of the status of the Company’s stock options as of June 30, 2023, and changes during the six months ended June 30, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ Aggregate ​ ​ ​ ​ Average ​ Remaining ​ Intrinsic ​ ​ ​ Exercise Price ​ Contractual ​ Value ​ ​ Shares ​ Per Share ​ Life (years) ​ (in thousands) Outstanding at December 31, 2022 21,416 ​ ​ 311.65 ​ ​ ​ $ — Options granted — ​ ​ — ​ ​ ​ ​ ​ Options exercised — ​ ​ — ​ ​ ​ ​ ​ Options cancelled (3,782) ​ ​ 148.19 ​ ​ ​ ​ ​ Outstanding at June 30, 2023 17,634 ​ ​ 346.70 ​ 7.5 ​ $ — Exercisable at June 30, 2023 ​ 13,112 ​ ​ 437.36 ​ 7.1 ​ ​ — Vested and expected to vest at June 30, 2023 ​ 17,634 ​ ​ 346.70 ​ 7.5 ​ ​ — ​ There was no intrinsic value of the outstanding stock options at June 30, 2023. The unrecognized share-based expense at June 30, 2023 was $0.3 million, and will be recognized over a weighted average period of 2.1 years. ​ Stock option awards outstanding under the Company’s incentive plans have been granted at exercise prices that are equal to the market value of its common stock on the date of grant. Such options generally vest over a period of four years and expire at ten years after the grant date. The Company recognized compensation expense ratably over the vesting period. The Company uses a Black-Scholes option-pricing model to estimate the fair value of stock options granted, which requires the input of both subjective and objective assumptions as follows: ​ Expected Term ​ Expected Volatility ​ Risk-free Interest Rate ​ Expected Dividend Yield ​ Restricted Stock Units ​ A summary of the Company’s unvested RSUs award activity for the six months ended June 30, 2023, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ Grant Date ​ ​ Shares ​ Fair Value Unvested RSUs at December 31, 2022 4,544 ​ $ 174.15 Granted — ​ ​ — Vested (1) (1,946) ​ ​ 196.26 Cancelled/Forfeited — ​ ​ — Non-vested RSUs at June 30, 2023 2,598 ​ ​ 157.59 ​ (1) At June 30, 2023, there were 278 shares of common stock related to RSU awards that had vested and the shares were not distributed to the participants until July of 2023. ​ The fair value of each RSU is the closing stock price on the Nasdaq of the Company’s common stock on the date of grant. Upon vesting, a portion of the RSU award may be withheld to satisfy the statutory income tax withholding obligation. The remaining RSUs will be settled in shares of the Company’s common stock after the vesting period. The unrecognized compensation cost related to the RSUs at June 30, 2023 was $0.4 million and expected to be recognized over a period of 1.3 years.

Commitment and Contingencies

Commitment and Contingencies	6 Months Ended
	Jun. 30, 2023
Commitment and Contingencies
Commitment and Contingencies	(11) Commitment and Contingencies Litigation On August 6, 2021, Cowen and Company, LLC filed a complaint against ReShape, as successor in interest to Obalon Therapeutics, in the Supreme Court of the State of New York based on an alleged breach of contract arising out of Cowen’s prior engagement as Obalon’s financial advisor. The complaint alleges that Cowen is entitled to be paid a $1.35 million fee in connection with ReShape’s merger with Obalon under the terms of Cowen’s engagement agreement with Obalon. The complaint also sought reimbursement of Cowen’s attorneys’ fees and interest in connection with its claim. On May 11, 2023, the Supreme Court of the State of New York issued the final judgement in favor of Cowen & Company in the amount of $1.35 million, plus interest at the statutory rate of 9% per annum from June 16, 2021 until judgement is paid in full, and reimbursement of $675,000 of Cowen’s attorneys’ fees, with $275,000 to be paid upfront, $200,000 paid after six months and $200,000 paid after 12 months. To date, the Company has paid the $1.35 million judgement, including related interest, and first $275,000 installment of Cowen’s attorneys’ fees. At June 30, 2023, $400 thousand of attorneys’ fees were included as accrued expenses. The Company is not aware of any pending or threatened litigation against it that could have a material adverse effect on the Company’s business, operating results or financial condition, other than what was disclosed above. The medical device industry in which the Company operates is characterized by frequent claims and litigation, including claims regarding patent and other intellectual property rights as well as improper hiring practices. As a result, the Company may be involved in various legal proceedings from time to time. Product Liability Claims The Company is exposed to product liability claims that are inherent in the testing, production, marketing and sale of medical devices. Management believes any losses that may occur from these matters are adequately covered by insurance, and the ultimate outcome of these matters will not have a material effect on the Company’s financial position or results of operations. The Company is not currently a party to any product liability litigation and is not aware of any pending or threatened product liability litigation that is reasonably possible to have a material adverse effect on the Company’s business, operating results or financial condition.

Basis of Presentation (Policies

Basis of Presentation (Policies)	6 Months Ended
	Jun. 30, 2023
Basis of Presentation
Basis of Presentation	(1) Basis of Presentation ​ The accompanying interim condensed consolidated financial statements and related disclosures of Reshape Lifesciences Inc. (the “Company” or “ReShape”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on April 17, 2023. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") have been condensed or omitted. ​ In the opinion of management, the interim consolidated condensed financial statements reflect all adjustments considered necessary for a fair statement of the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year.
Reverse Stock Split and Merger Exchange Ratio	​ Reverse Stock Split and Merger Exchange Ratio ​ On December 23, 2022, at the commencement of trading, the Company effected a 1 ​
Use of Estimates	Use of Estimates ​ The preparation of financial statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may materially differ from these estimates. The Company reviews its estimates on an ongoing basis or as new information becomes available to ensure that these estimates appropriately reflect changes in its business. ​
Long-Lived Assets	Long-Lived Assets ​ We evaluate long-lived assets, including finite-lived intangible assets, for impairment by comparison of the carrying amounts to future net undiscounted cash flows expected to be generated by such assets when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value or estimates of future discounted cash flows.
Fair Value of Financial Instruments	​ Fair Value of Financial Instruments ​ The carrying amounts of cash equivalents, accounts receivable, accounts payable and certain accrued and other liabilities approximate fair value due to their short-term maturities. Refer to Note 7 regarding fair value measurements and inputs of warrants.
Net Loss Per Share	Net Loss Per Share The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2023 2022 Stock options 17,634 26,161 Unvested restricted stock units ​ 2,598 ​ 16,424 Convertible preferred stock ​ 10 ​ 10 Warrants 1,632,514 139,047
Recent Accounting Pronouncements	Recent Accounting Pronouncements ​ New accounting standards adopted are discussed below. ​ In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326)

Basis of Presentation (Tables)

Basis of Presentation (Tables)	6 Months Ended
	Jun. 30, 2023
Basis of Presentation
Schedule of anti-dilutive securities	The following table sets forth the potential shares of common stock that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive as of the end of each period presented: ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2023 2022 Stock options 17,634 26,161 Unvested restricted stock units ​ 2,598 ​ 16,424 Convertible preferred stock ​ 10 ​ 10 Warrants 1,632,514 139,047

Supplemental Balance Sheet In_2

Supplemental Balance Sheet Information (Tables)	6 Months Ended
	Jun. 30, 2023
Supplemental Balance Sheet Information
Schedule of components of inventory	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2023 2022 Raw materials ​ $ 806 ​ $ 832 Sub-assemblies ​ ​ 999 ​ ​ 864 Finished goods ​ 1,463 ​ 1,915 Total inventory ​ $ 3,268 ​ $ 3,611
Schedule of components of prepaid expenses and other current assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2023 2022 Prepaid insurance ​ $ 282 ​ $ 78 Patents ​ ​ 69 ​ ​ — Prepaid advertising and marketing ​ ​ 108 ​ ​ 3 Taxes ​ ​ 63 ​ ​ — Other current assets ​ ​ 112 ​ ​ 84 Total prepaid expenses and other current assets ​ $ 634 ​ $ 165
Schedule of components of accrued and other liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ December 31, ​ ​ 2023 2022 Payroll and benefits ​ $ 1,150 ​ $ 1,829 Accrued legal settlements ​ ​ 400 ​ ​ 1,775 Customer deposits ​ ​ 459 ​ ​ 510 Taxes ​ ​ 68 ​ ​ 119 Accrued professional ​ ​ 356 ​ ​ 316 Other liabilities ​ 94 ​ 491 Total accrued and other liabilities ​ $ 2,527 ​ $ 5,040

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2023
Intangible Assets
Summary of identifiable intangible assets	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2023 ​ Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology ​ 10.0 ​ $ 5,989 ​ $ (5,821) ​ $ 168 Trademarks/Tradenames ​ 10.0 ​ ​ 462 ​ ​ (392) ​ ​ 70 Total ​ ​ ​ $ 6,451 ​ $ (6,213) ​ $ 238 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology ​ 10.0 ​ $ 5,989 ​ $ (5,805) ​ $ 184 Trademarks/Tradenames ​ 10.0 ​ ​ 462 ​ ​ (386) ​ ​ 76 Total ​ ​ ​ $ 6,451 ​ $ (6,191) ​ $ 260

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Leases
Schedule of supplemental information related to operating leases	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30 ​ December 31, Balance Sheet information ​ 2023 ​ 2022 Operating lease ROU assets ​ $ 297 ​ $ 171 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities, current portion ​ $ 109 ​ $ 171 Operating lease liabilities, long-term portion ​ ​ 198 ​ ​ — Total operating lease liabilities ​ $ 307 ​ $ 171 ​ ​ ​ ​ ​ ​ ​ Cash flow information for the six months ended June 30, ​ 2023 ​ 2022 Cash paid for amounts included in the measurement of operating leases liabilities ​ $ 174 ​ $ 386
Schedule of maturities of operating lease liabilities	​ ​ ​ ​ ​ ​ 2023 ​ ​ 54 ​ 2024 ​ ​ 111 ​ 2025 ​ ​ 115 ​ 2026 ​ ​ 59 ​ Total lease payments ​ ​ 339 ​ Less: imputed interest ​ ​ 32 ​ Total lease liabilities ​ $ 307 ​ ​ ​ ​ ​ ​ Weighted-average remaining lease term at end of period (in years) ​ ​ 2.9 ​ Weighted-average discount rate at end of period ​ ​ 6.9 %

Warrants (Tables)

Warrants (Tables)	6 Months Ended
	Jun. 30, 2023
Schedule of changes in the fair value of warrant liabilities	​ ​ ​ ​ ​ ​ ​ Common Stock ​ ​ Purchase Warrants Fair value as of February 8, 2023 (issuance date) ​ $ 10,363 Fair value of liability warrants in excess of proceeds, at issuance ​ ​ (164) Exercises of liability warrants ​ ​ (6,249) Gain on changes in fair value of liability warrants ​ ​ (3,438) Fair value as of June 30, 2023 ​ $ 512
Black-Scholes model
Schedule of warrant assumptions used to calculate fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash Exercise ​ Cashless Exercise Stock Price ​ $ 5.905 ​ $ 5.905 Exercise Price ​ $ 16.00 ​ $ 0.00 Term (years) ​ ​ 5.00 ​ ​ 5.00 Volatility ​ ​ 96.50% ​ ​ 96.50% Risk Free Rate ​ ​ 3.784% ​ ​ 3.784% Dividend Yield ​ ​ 0% ​ ​ 0%

Revenue Disaggregation and Op_2

Revenue Disaggregation and Operating Segments (Tables)	6 Months Ended
	Jun. 30, 2023
Revenue Disaggregation and Operating Segments
Schedule of revenue disaggregated by geography	​ The Company conducts operations worldwide and has sales in the following regions: United States, Australia, Europe and Rest of World. For the three and six months ended June 30, 2023 and 2022, the Company primarily only sold the Lap-Band system. The following table presents the Company’s revenue disaggregated by geography: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ 2023 2022 2023 2022 United States ​ $ 1,929 ​ $ 2,308 ​ $ 3,742 ​ $ 4,152 Australia ​ ​ 123 ​ ​ 188 ​ ​ 280 ​ ​ 369 Europe ​ ​ 193 ​ ​ 389 ​ ​ 497 ​ ​ 803 Rest of world ​ ​ 9 ​ ​ 7 ​ ​ 22 ​ ​ 8 Total revenue ​ $ 2,254 ​ $ 2,892 ​ $ 4,541 ​ $ 5,332 ​

Stock-based Compensation (Table

Stock-based Compensation (Tables)	6 Months Ended
	Jun. 30, 2023
Stock-based Compensation
Schedule of stock-based compensation expense	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 Sales and marketing ​ $ 30 ​ $ 125 ​ $ 60 ​ $ 216 General and administrative ​ ​ 128 ​ ​ 538 ​ ​ 256 ​ ​ 1,095 Research and development ​ ​ 59 ​ ​ 107 ​ ​ 124 ​ ​ 178 Total stock-based compensation expense ​ $ 217 ​ $ 770 ​ $ 440 ​ $ 1,489
Summary of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Weighted ​ Average ​ Aggregate ​ ​ ​ ​ Average ​ Remaining ​ Intrinsic ​ ​ ​ Exercise Price ​ Contractual ​ Value ​ ​ Shares ​ Per Share ​ Life (years) ​ (in thousands) Outstanding at December 31, 2022 21,416 ​ ​ 311.65 ​ ​ ​ $ — Options granted — ​ ​ — ​ ​ ​ ​ ​ Options exercised — ​ ​ — ​ ​ ​ ​ ​ Options cancelled (3,782) ​ ​ 148.19 ​ ​ ​ ​ ​ Outstanding at June 30, 2023 17,634 ​ ​ 346.70 ​ 7.5 ​ $ — Exercisable at June 30, 2023 ​ 13,112 ​ ​ 437.36 ​ 7.1 ​ ​ — Vested and expected to vest at June 30, 2023 ​ 17,634 ​ ​ 346.70 ​ 7.5 ​ ​ —
Summary of unvested RSUs award activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ Grant Date ​ ​ Shares ​ Fair Value Unvested RSUs at December 31, 2022 4,544 ​ $ 174.15 Granted — ​ ​ — Vested (1) (1,946) ​ ​ 196.26 Cancelled/Forfeited — ​ ​ — Non-vested RSUs at June 30, 2023 2,598 ​ ​ 157.59 ​ (1) At June 30, 2023, there were 278 shares of common stock related to RSU awards that had vested and the shares were not distributed to the participants until July of 2023. ​

Basis of Presentation - (Detail

Basis of Presentation - (Details)		6 Months Ended
	Dec. 23, 2022	Jun. 30, 2023 shares	Jun. 30, 2022 shares
Anti-dilutive securities
Reverse stock split ratio	0.02
Stock options
Anti-dilutive securities
Anti-dilutive securities (in shares)		17,634	26,161
Unvested restricted stock units
Anti-dilutive securities
Anti-dilutive securities (in shares)		2,598	16,424
Convertible preferred stock
Anti-dilutive securities
Anti-dilutive securities (in shares)		10	10
Warrants
Anti-dilutive securities
Anti-dilutive securities (in shares)		1,632,514	139,047

Liquidity and Management Plans

Liquidity and Management Plans (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Apr. 24, 2023	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Liquidity and Management Plans
Net working capital		$ 6,100
Cash and cash equivalents and restricted cash		4,667	$ 3,955	$ 11,544	$ 22,815
Accounts receivable		1,975	$ 2,180
Gross proceeds from issuance of shares		$ 12,451
Public Offering [Member]
Liquidity and Management Plans
Gross proceeds from issuance of shares	$ 12,700

Supplemental Balance Sheet In_3

Supplemental Balance Sheet Information (as Restated) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory:
Raw materials	$ 806	$ 832
Sub-assemblies	999	864
Finished goods	1,463	1,915
Total inventory	3,268	3,611
Prepaid expenses and other current assets:
Prepaid insurance	282	78
Patents	69
Prepaid advertising and marketing	108	3
Taxes	63
Other current assets	112	84
Total prepaid expenses and other current assets	634	165
Accrued and other liabilities:
Payroll and benefits	1,150	1,829
Accrued legal settlements	400	1,775
Customer deposits	459	510
Taxes	68	119
Accrued professional	356	316
Other liabilities	94	491
Total accrued and other liabilities	$ 2,527	$ 5,040

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Intangible Assets
Gross Carrying Amount	$ 6,451		$ 6,451		$ 6,451
Accumulated amortization	(6,213)		(6,213)		(6,191)
Total finite-lived intangible assets	238		238		$ 260
Amortization expense	$ 11	$ 500	$ 22	$ 911
Developed technology
Intangible Assets
Weighted Average Useful Life (years)	10 years		10 years		10 years
Gross Carrying Amount	$ 5,989		$ 5,989		$ 5,989
Accumulated amortization	(5,821)		(5,821)		(5,805)
Total finite-lived intangible assets	$ 168		$ 168		$ 184
Trademarks/Tradenames
Intangible Assets
Weighted Average Useful Life (years)	10 years		10 years		10 years
Gross Carrying Amount	$ 462		$ 462		$ 462
Accumulated amortization	(392)		(392)		(386)
Total finite-lived intangible assets	$ 70		$ 70		$ 76
Maximum
Intangible Assets
Weighted Average Useful Life (years)	10 years		10 years

Leases - Supplemental Informati

Leases - Supplemental Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Mar. 13, 2023 ft²	Dec. 31, 2022 USD ($)
Leases
Operating lease costs	$ 100	$ 200	$ 200	$ 500
Balance Sheet information related to operating leases
Operating lease ROU assets	297		297			$ 171
Operating lease liabilities, current portion	109		109			171
Operating lease liabilities, long-term portion	198		198
Total operating lease liabilities	$ 307		307			$ 171
Cash flow information related to operating leases
Cash paid for amounts included in the measurement of operating leases liabilities			$ 174	$ 386
Office and warehouse space in San Clemente
Leases
Lease renewal term	12 months		12 months
Office and warehouse space in Irvine
Leases
Area of land | ft²					5,038
Lease term					36 months

Leases - Maturities of Liabilit

Leases - Maturities of Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Maturities of operating lease liabilities
2023	$ 54
2024	111
2025	115
2026	59
Total lease payments	339
Less: imputed interest	32
Total lease liabilities	$ 307	$ 171
Weighted-average remaining lease term at end of period (in years)	2 years 10 months 24 days
Weighted-average discount rate at end of period	6.90%

Equity (Details)

Equity (Details) $ / shares in Units, $ in Millions				3 Months Ended		6 Months Ended
	Apr. 24, 2023 $ / shares shares	Apr. 20, 2023 USD ($) $ / shares shares	Feb. 08, 2023 $ / shares shares	Jun. 30, 2023 $ / shares shares	Jun. 30, 2022 shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 shares	Dec. 31, 2022 $ / shares
Equity
Shares issued upon vesting of restricted stock units				834	2,871	1,668	18,184
Offering price (in dollars per share) | $ / shares		$ 3.07
Common stock, par value (in dollars per share) | $ / shares				$ 0.001		$ 0.001		$ 0.001
Warrant exercise price (in dollars per share) | $ / shares		3.07
Pre Funded Warrants
Equity
Warrant exercise price (in dollars per share) | $ / shares		$ 3.069
Proceeds from issuance of common stock warrant liabilities, net of issuance costs of $1,442 | $		$ 2.5
Common stock warrants with alternative cashless exercise
Equity
Warrants, cashless exercise provision, shares, multiplier			0.50
Aggregate number of shares issued from exercise of warrants						835,313
Exercise of warrants, shares						1,674,376
Private placement warrants
Equity
Common stock purchased (in shares)		800,695
Amended warrants
Equity
Warrant exercise price (in dollars per share) | $ / shares		$ 15
Amended warrants | Maximum
Equity
Number of shares in exchange of warrant exercise		164,656
Public offering
Equity
Number of units issued			1,275,000
Offering price (in dollars per share) | $ / shares			$ 8
Warrant exercise price (in dollars per share) | $ / shares			$ 8
Warrants term			5 years
Gross proceeds from issuance of shares | $						$ 10.2
Public offering | Pre Funded Warrants
Equity
Number of warrants for each unit			1
Number of securities called by each warrant			1
Warrant exercise price (in dollars per share) | $ / shares			$ 0.0001
Public offering | Public warrants
Equity
Number of warrants for each unit			1
Number of securities called by each warrant			1.5
Public offering | Common stock warrants with alternative cashless exercise
Equity
Number of securities called by each warrant			0.5
Warrant exercise price (in dollars per share) | $ / shares			$ 8
Over-allotment option
Equity
Cash fee, as a percentage of gross proceeds		7%
Warrants issued, as a percentage of aggregate common shares		5%
Warrant exercise price (in dollars per share) | $ / shares		$ 3.38
Common stock purchased (in shares)			191,250
Number of shares in exchange of warrant exercise		40,035	286,875
Exercise of warrants, shares			286,875
Registered direct offering
Equity
Common stock, par value (in dollars per share) | $ / shares		$ 0.001
Warrant exercise price (in dollars per share) | $ / shares	$ 3.07
Common stock purchased (in shares)		291,395
Registered direct offering | Pre Funded Warrants
Equity
Warrant exercise price (in dollars per share) | $ / shares	$ 0.001
Number of shares in exchange of warrant exercise	509,300	509,300
Registered direct offering | Private placement warrants
Equity
Common stock purchased (in shares)	800,695
Common Stock
Equity
Common stock purchased (in shares)				291,395		1,476,395
Exercise of warrants, shares				511,175	17,773	1,436,488	17,773
Common Stock | Public offering
Equity
Number of shares for each unit			1
Common Stock | Public offering | Common stock warrants with alternative cashless exercise
Equity
Number of securities called by each warrant			0.75

Warrants (Details)

Warrants (Details) $ / shares in Units, $ in Millions	Apr. 24, 2023 USD ($) Y item $ / shares shares	Apr. 20, 2023 $ / shares shares	Feb. 08, 2023 USD ($) Y item $ / shares shares
Warrants
Exercise price of warrants (in dollars per share)		$ 3.07
Private placement warrants
Warrants
Common stock purchased (in shares) | shares		800,695
Pre Funded Warrants
Warrants
Exercise price of warrants (in dollars per share)		$ 3.069
Public offering
Warrants
Number of classes of warrants issued | item			3
Exercise price of warrants (in dollars per share)			$ 8
Public offering | Common stock warrants with alternative cashless exercise
Warrants
Number of warrants issued | shares			2,199,375
Number of securities called by each warrant | shares			0.5
Exercise price of warrants (in dollars per share)			$ 8
Public offering | Pre Funded Warrants
Warrants
Number of investors | item			1
Number of warrants issued | shares			90,000
Price per warrant			$ 7.999
Number of securities called by each warrant | shares			1
Exercise price of warrants (in dollars per share)			$ 0.0001
Fair value portion of warrants | $			$ 0.5
Public offering | Pre Funded Warrants | Risk Free Rate
Warrants
Warrant fair value measurement inputs			0.03784
Public offering | Pre Funded Warrants | Expected term
Warrants
Warrant fair value measurement inputs | Y			5
Public offering | Pre Funded Warrants | Expected dividends
Warrants
Warrant fair value measurement inputs			0
Public offering | Pre Funded Warrants | Volatility
Warrants
Warrant fair value measurement inputs			0.965
Public offering | Representative's warrants
Warrants
Number of warrants issued | shares			73,313
Exercise price of warrants (in dollars per share)			$ 8.80
Fair value portion of warrants | $			$ 0.3
Public offering | Representative's warrants | Risk Free Rate
Warrants
Warrant fair value measurement inputs			0.03786
Public offering | Representative's warrants | Expected term
Warrants
Warrant fair value measurement inputs | Y			4.99
Public offering | Representative's warrants | Expected dividends
Warrants
Warrant fair value measurement inputs			0
Public offering | Representative's warrants | Volatility
Warrants
Warrant fair value measurement inputs			0.965
Registered direct offering
Warrants
Number of classes of warrants issued | item	3
Common stock purchased (in shares) | shares		291,395
Exercise price of warrants (in dollars per share)	$ 3.07
Fair value portion of warrants | $	$ 1.5
Registered direct offering | Risk Free Rate
Warrants
Warrant fair value measurement inputs	3.558
Registered direct offering | Expected term
Warrants
Warrant fair value measurement inputs | Y	5.5
Registered direct offering | Expected dividends
Warrants
Warrant fair value measurement inputs	0
Registered direct offering | Volatility
Warrants
Warrant fair value measurement inputs	88.4
Registered direct offering | Private placement warrants
Warrants
Common stock purchased (in shares) | shares	800,695
Registered direct offering | Pre Funded Warrants
Warrants
Number of shares in exchange of warrant exercise | shares	509,300	509,300
Number of investors | item	1
Price per warrant	$ 3.069
Exercise price of warrants (in dollars per share)	$ 0.001
Fair value portion of warrants | $	$ 1.3
Registered direct offering | Pre Funded Warrants | Risk Free Rate
Warrants
Warrant fair value measurement inputs	3.558
Registered direct offering | Pre Funded Warrants | Expected term
Warrants
Warrant fair value measurement inputs	5.5
Registered direct offering | Pre Funded Warrants | Expected dividends
Warrants
Warrant fair value measurement inputs	0
Registered direct offering | Pre Funded Warrants | Volatility
Warrants
Warrant fair value measurement inputs	88.4
Registered direct offering | Representative's warrants
Warrants
Number of shares in exchange of warrant exercise | shares	40,035
Exercise price of warrants (in dollars per share)	$ 3.38
Fair value portion of warrants | $	$ 0.1
Registered direct offering | Representative's warrants | Risk Free Rate
Warrants
Warrant fair value measurement inputs	0.03568
Registered direct offering | Representative's warrants | Expected term
Warrants
Warrant fair value measurement inputs	5
Registered direct offering | Representative's warrants | Expected dividends
Warrants
Warrant fair value measurement inputs	0
Registered direct offering | Representative's warrants | Volatility
Warrants
Warrant fair value measurement inputs	0.963

Warrants - Black-Scholes Option

Warrants - Black-Scholes Option Pricing Model (Details) - Black Scholes Model [Member]	Feb. 08, 2023
Stock Price | Cash exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.05905
Stock Price | Cashless exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.05905
Exercise Price | Cash exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.1600
Exercise Price | Cashless exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0
Term (years) | Cash exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.0500
Term (years) | Cashless exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.0500
Volatility | Cash exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.9650
Volatility | Cashless exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.9650
Risk Free Rate | Cash exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.03784
Risk Free Rate | Cashless exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0.03784
Dividend Yield | Cash exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0
Dividend Yield | Cashless exercise
Class of Warrant or Right [Line Items]
Warrant fair value measurement inputs	0

Warrants - Fair Value of Warran

Warrants - Fair Value of Warrant Liabilities (Details) - Common Stock Purchase Warrants $ in Thousands	5 Months Ended
	Jun. 30, 2023 USD ($)
Class of Warrant or Right [Line Items]
Fair value as of February 8, 2023 (issuance date)	$ 10,363
Fair value of liability warrants in excess of proceeds, at issuance	(164)
Exercises of liability warrants	(6,249)
Gain on changes in fair value of liability warrants	(3,438)
Fair value as of June 30, 2023	$ 512

Revenue Disaggregation and Op_3

Revenue Disaggregation and Operating Segments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue Recognition
Total revenue	$ 2,254	$ 2,892	$ 4,541	$ 5,332
United States
Revenue Recognition
Total revenue	1,929	2,308	3,742	4,152
Australia
Revenue Recognition
Total revenue	123	188	280	369
Europe
Revenue Recognition
Total revenue	193	389	497	803
Rest of world
Revenue Recognition
Total revenue	9	7	22	8
Obalon line
Revenue Recognition
Total revenue	0	0	0	0
Reshape vest and diabetes bloc-stim neuromodulation products
Revenue Recognition
Total revenue	$ 0	$ 0	$ 0	$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Taxes
Income tax expense	$ 4	$ 9	$ 18	$ 39
U.S. federal income tax rate (as a percent)			21%

Stock-based Compensation - Stoc

Stock-based Compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Compensation expense recognized
Total stock-based compensation expense	$ 217	$ 770	$ 440	$ 1,489
Sales and marketing
Compensation expense recognized
Total stock-based compensation expense	30	125	60	216
General and administrative
Compensation expense recognized
Total stock-based compensation expense	128	538	256	1,095
Research and development
Compensation expense recognized
Total stock-based compensation expense	$ 59	$ 107	$ 124	$ 178

Stock-based Compensation - St_2

Stock-based Compensation - Stock Option Activity (Details) - Stock options $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Shares
Shares outstanding, Beginning balance (in shares) | shares	21,416
Shares, Options cancelled (in shares) | shares	(3,782)
Shares outstanding, Ending balance (in shares) | shares	17,634
Shares, Exercisable (in shares) | shares	13,112
Shares, Vested and expected to vest (in shares) | shares	17,634
Weighted Average Exercise Price Per Share
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance (in dollars per share) | $ / shares	$ 311.65
Weighted Average Exercise Price Per Share, Options cancelled (in dollars per share) | $ / shares	148.19
Weighted Average Exercise Price Per Share, Outstanding, Ending balance (in dollars per share) | $ / shares	346.70
Weighted Average Exercise Price Per Share, Exercisable (in dollars per share) | $ / shares	437.36
Weighted Average Exercise Price Per Share, Vested and expected to vest (in dollars per share) | $ / shares	$ 346.70
Weighted Average Remaining Contractual Life
Weighted Average Remaining Contractual Life Outstanding	7 years 6 months
Weighted Average Remaining Contractual Life, Exercisable	7 years 1 month 6 days
Weighted Average Remaining Contractual Life, Vested and expected to vest	7 years 6 months
Aggregate Intrinsic Value
Aggregate Intrinsic Value Outstanding (in dollars) | $	$ 0
Additional disclosures
Unrecognized share-based expenses | $	$ 300
Weighted average recognition period	2 years 1 month 6 days
Vesting period	4 years
Option expiration period	10 years

Stock-based Compensation - Rest

Stock-based Compensation - Restricted Stock Units (Details) - Restricted stock units $ / shares in Units, $ in Millions	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Shares
Shares Unvested RSUs, Beginning balance (in shares)	4,544
Shares, Vested (in shares)	(1,946)
Shares Non-vested RSUs, Ending balance (in shares)	2,598
Weighted Average Grant Date Fair Value
Weighted Average Grant Date Fair Value, Unvested RSUs, Beginning balance (in dollars per share) | $ / shares	$ 174.15
Weighted Average Grant Date Fair Value, Vested (in dollars per share) | $ / shares	196.26
Weighted Average Grant Date Fair Value, Non-vested RSUs, Ending balance (in dollars per share) | $ / shares	$ 157.59
Additional disclosures
Vested and undistributed	278
Unrecognized compensation costs | $	$ 0.4
Recognition period	1 year 3 months 18 days

Commitments and Contingencies (

Commitments and Contingencies (Details) - Cowen and Company - USD ($)			6 Months Ended
	May 11, 2023	Aug. 06, 2021	Jun. 30, 2023
Litigation
Service fees sought		$ 1,350,000
Agreed settlement amount	$ 1,350,000
Litigation settlement, interest percent	9%
Litigation settlement, attorney fees payable	$ 675,000
Litigation settlement, attorney fees to be paid up front	275,000
Litigation settlement, attorney fees to be paid after six months	200,000
Litigation settlement, attorney fees to be paid after twelve months	$ 200,000
Payment for legal judgment			$ 1,350,000
Litigation settlement first installment amount paid			275,000
Litigation settlement, accrual for attorney fees			$ 400,000