Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 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, $0.001 par value per share | |
Trading Symbol | RSLS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,135,478 | |
Entity Central Index Key | 0001427570 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,449 | $ 3,855 |
Restricted cash | 100 | 100 |
Accounts and other receivables (net of allowance for doubtful accounts of $859 and $410 respectively) | 2,153 | 2,180 |
Inventory | 3,204 | 3,611 |
Prepaid expenses and other current assets | 493 | 165 |
Total current assets | 7,399 | 9,911 |
Property and equipment, net | 70 | 698 |
Operating lease right-of-use assets | 274 | 171 |
Deferred tax asset, net | 55 | 56 |
Other intangible assets, net | 0 | 260 |
Other assets | 29 | 46 |
Total assets | 7,827 | 11,142 |
Current liabilities: | ||
Accounts payable | 1,462 | 1,926 |
Accrued and other liabilities | 2,734 | 5,040 |
Warranty liability, current | 163 | 344 |
Operating lease liabilities, current | 110 | 171 |
Total current liabilities | 4,469 | 7,481 |
Operating lease liabilities, noncurrent | 175 | |
Common stock warrant liability | 100 | |
Total liabilities | 4,744 | 7,481 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 300,000,000 shares authorized at September 30, 2023 and December 31, 2022; 3,452,841 and 519,219 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 3 | 1 |
Additional paid-in capital | 637,050 | 627,935 |
Accumulated deficit | (633,876) | (624,187) |
Accumulated other comprehensive loss | (94) | (88) |
Total stockholders' equity | 3,083 | 3,661 |
Total liabilities and stockholders' equity | 7,827 | 11,142 |
Series C convertible preferred stock | ||
Stockholders' equity: | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 859 | $ 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 | 3,452,841 | 519,219 |
Common stock, shares outstanding | 3,452,841 | 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Consolidated Statements of Operations | ||||
Revenue | $ 2,155 | $ 2,798 | $ 6,696 | $ 8,130 |
Cost of revenue | 867 | 697 | 2,990 | 2,928 |
Gross profit | 1,288 | 2,101 | 3,706 | 5,202 |
Operating expenses: | ||||
Sales and marketing | 1,791 | 2,605 | 6,150 | 11,936 |
General and administrative | 2,058 | 3,784 | 8,724 | 13,037 |
Research and development | 542 | 583 | 1,576 | 2,075 |
Impairment of long-lived assets | 777 | 7,429 | 777 | 7,429 |
(Gain) loss on disposal of assets, net | 1 | (33) | 383 | |
Total operating expenses | 5,168 | 14,402 | 17,194 | 34,860 |
Operating loss | (3,880) | (12,301) | (13,488) | (29,658) |
Other expense (income), net: | ||||
Interest income, net | (5) | (31) | (9) | (47) |
Gain on changes in fair value of liability warrants | (412) | (3,850) | ||
Loss on foreign currency exchange, net | 68 | 279 | 47 | 467 |
Other | (8) | (9) | ||
Loss before income tax provision | (3,531) | (12,549) | (9,668) | (30,069) |
Income tax expense (benefit) | 3 | (363) | 21 | (324) |
Net loss | $ (3,534) | $ (12,186) | $ (9,689) | $ (29,745) |
Net loss per share - basic and diluted: | ||||
Net loss per share - basic (in dollars per share) | $ (1.02) | $ (27.01) | $ (3.45) | $ (73.79) |
Net loss per share - diluted (in dollars per share) | $ (1.02) | $ (27.01) | $ (3.45) | $ (73.79) |
Shares used to compute basic net loss per share (in shares) | 3,452,672 | 451,202 | 2,809,748 | 403,122 |
Shares used to compute diluted net loss per share (in shares) | 3,452,672 | 451,202 | 2,809,748 | 403,122 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Consolidated Statements of Comprehensive Loss | ||||
Net loss | $ (3,534) | $ (12,186) | $ (9,689) | $ (29,745) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments | 1 | 4 | (6) | 24 |
Other comprehensive income, net of tax | 1 | 4 | (6) | 24 |
Comprehensive loss | $ (3,533) | $ (12,182) | $ (9,695) | $ (29,721) |
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 | (29,745) | (29,745) | ||||
Other comprehensive income, net of tax | 24 | 24 | ||||
Stock compensation | 1,848 | 1,848 | ||||
Issuance of stock from RSUs (in shares) | 20,505 | |||||
Exercise of warrants | 2,492 | 2,492 | ||||
Exercise of warrants, shares | 74,773 | |||||
Balance at Sep. 30, 2022 | 626,739 | (607,718) | (68) | 18,953 | ||
Balance (in shares) at Sep. 30, 2022 | 95,388 | 451,919 | ||||
Balance at Jun. 30, 2022 | 626,380 | (595,532) | (72) | 30,776 | ||
Balance (in shares) at Jun. 30, 2022 | 95,388 | 392,598 | ||||
Changes in Stockholders' (Deficit) Equity | ||||||
Net loss | (12,186) | (12,186) | ||||
Other comprehensive income, net of tax | 4 | 4 | ||||
Stock compensation | 359 | 359 | ||||
Issuance of stock from RSUs (in shares) | 2,321 | |||||
Exercise of warrants, shares | 57,000 | |||||
Balance at Sep. 30, 2022 | 626,739 | (607,718) | (68) | 18,953 | ||
Balance (in shares) at Sep. 30, 2022 | 95,388 | 451,919 | ||||
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 | (9,689) | (9,689) | ||||
Other comprehensive income, net of tax | (6) | (6) | ||||
Issuance of common stock pursuant to reverse stock split (in shares) | 18,399 | |||||
Stock compensation | 656 | 656 | ||||
Common stock purchased | $ 1 | 894 | 895 | |||
Common stock purchased (in shares) | 1,476,395 | |||||
Equity issuance costs | (247) | (247) | ||||
Issuance of stock from RSUs (in shares) | 2,340 | |||||
Exercise of warrants | $ 1 | 7,812 | 7,813 | |||
Exercise of warrants, shares | 1,436,488 | |||||
Balance at Sep. 30, 2023 | $ 3 | 637,050 | (633,876) | (94) | 3,083 | |
Balance (in shares) at Sep. 30, 2023 | 95,388 | 3,452,841 | ||||
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 | ||||
Changes in Stockholders' (Deficit) Equity | ||||||
Net loss | (3,534) | (3,534) | ||||
Other comprehensive income, net of tax | 1 | 1 | ||||
Stock compensation | 216 | 216 | ||||
Equity issuance costs | (338) | (338) | ||||
Issuance of stock from RSUs (in shares) | 672 | |||||
Balance at Sep. 30, 2023 | $ 3 | $ 637,050 | $ (633,876) | $ (94) | $ 3,083 | |
Balance (in shares) at Sep. 30, 2023 | 95,388 | 3,452,841 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (9,689) | $ (29,745) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 114 | 271 |
Amortization of intangible assets | 33 | 1,367 |
Impairment of long-lived assets | 777 | 7,429 |
(Gain) loss on disposal of assets, net | (33) | 383 |
Stock-based compensation | 656 | 1,847 |
Bad debt expense | 450 | (72) |
Provision for inventory excess and obsolescence | 101 | 148 |
Deferred income tax | 1 | (368) |
Gain on changes in fair value of liability warrants | (3,850) | |
Offering cost | 298 | |
Other noncash items | 12 | (21) |
Change in operating assets and liabilities: | ||
Accounts and other receivables | (422) | 657 |
Inventory | 307 | (1,317) |
Prepaid expenses and other current assets | (329) | 696 |
Accounts payable and accrued liabilities | (2,764) | (51) |
Warranty liability | (182) | (297) |
Other | 17 | |
Net cash used in operating activities | (14,503) | (19,073) |
Cash flows from investing activities: | ||
Capital expenditures | (43) | (52) |
Proceeds from sale of capital assets | 33 | 39 |
Cash used in investing activities: | (10) | (13) |
Cash flows from financing activities: | ||
Proceeds from sale and issuance of securities | 12,451 | |
Payments of equity issuance costs | (338) | |
Proceeds from warrants exercised | 2,492 | |
Net cash provided by financing activities | 12,113 | 2,492 |
Effect of currency exchange rate changes on cash and cash equivalents | (6) | 24 |
Net decrease in cash, cash equivalents and restricted cash | (2,406) | (16,570) |
Cash, cash equivalents and restricted cash at beginning of period | 3,955 | 22,815 |
Cash, cash equivalents and restricted cash at end of period | 1,549 | 6,245 |
Supplemental disclosure: | ||
Cash paid for income taxes | $ 2 | |
Noncash investing and financing activities: | ||
Capital expenditures accruals | $ 79 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 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 assess the potential impairment of long-lived assets, principally property and equipment and finite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying value of the asset group may not be fully recoverable. If an indicator of impairment exists for any of its asset groups, an estimate of undiscounted future cash flows, over the life of the primary asset for each asset group is compared to that long-lived asset group's carrying value. If the carrying value of the asset group is greater than the estimated future undiscounted cash flow, the Company then determines the fair value of the assets, and if an asset is determined to be impaired, the impairment loss is measured by the excess of the carrying amount of the asset over its fair value. During the quarter ended September 30, 2023, the Company determined the carrying value of the property, plant and equipment had been impaired due to the current financial condition of the Company and recognized a non-cash impairment charge of $0.5 million, which reduced the residual value of these assets to $0.1 million, on the consolidated balance sheet as of September 30, 2023. The fair value was determined by estimating the amount the Company could receive if they were to sell the assets. In addition, the Company also impaired its remaining intangible assets, for further details see Note 4. 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: September 30, 2023 2022 Stock options 17,634 22,819 Unvested restricted stock units 2,598 5,782 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 | 9 Months Ended |
Sep. 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 September 30, 2023, the Company had net working capital of approximately $2.9 million, primarily due to cash and cash equivalents and restricted cash of $1.5 million, and $2.2 million of accounts receivable. The Company has raised gross proceeds of $13.7 million between the public offerings that occurred on February 8, 2023, April 24, 2023 and October 3, 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 | 9 Months Ended |
Sep. 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: September 30, December 31, 2023 2022 Raw materials $ 902 $ 832 Sub-assemblies 1,053 864 Finished goods 1,249 1,915 Total inventory $ 3,204 $ 3,611 Prepaid expenses and other current assets: September 30, December 31, 2023 2022 Prepaid insurance $ 259 $ 78 Patents 38 — Prepaid advertising and marketing 47 3 Taxes 55 — Other current assets 94 84 Total prepaid expenses and other current assets $ 493 $ 165 Accrued and other liabilities: September 30, December 31, 2023 2022 Payroll and benefits $ 1,014 $ 1,829 Accrued legal settlements 400 1,775 Customer deposits 657 510 Taxes 54 119 Accrued professional 504 316 Other liabilities 105 491 Total accrued and other liabilities $ 2,734 $ 5,040 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 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 September 30, 2023 and 2022, were $11 thousand and $0.5 million, respectively, and the nine months ended September 30, 2023 and 2022, were $33 thousand and $1.4 million, respectively. Impairment of In-Process Research and Development During the quarter ended September 30, 2023, the Company determined the carrying value of the developed technology and trademarks/tradenames had been fully impaired due to the current financial condition of the Company and recognized a non-cash impairment charge of $0.2 million on the consolidated balance sheet as of September 30, 2023, which reduced the value of these assets to zero. During the quarter ended September 30, 2022, the Company determined that it was stopping the clinical trials for the ReShape Vest and was closing out the previous trials that occurred, as significant additional clinical work and cost would be required to achieve regulatory approval for the ReShape Vest. As such, we determined the carrying value of the IPR&D asset was impaired and recognized a non-cash impairment charge of approximately $6.9 million on the condensed consolidated balance sheet as of September 30, 2022, which reduced the value of this asset to zero. 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 | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | (5) Leases The Company had a noncancelable operating lease for office and warehouse space in San Clemente, which expired 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 $16 thousand and $0.1 million for the three months ended September 30, 2023 and 2022, respectively, and $0.3 million and $0.6 million for the nine months ended September 30, 2023 and 2022, respectively. Variable lease costs were not material. Supplemental information related to operating leases is as follows: September 30, December 31, Balance Sheet information 2023 2022 Operating lease ROU assets $ 274 $ 171 Operating lease liabilities, current portion $ 110 $ 171 Operating lease liabilities, long-term portion 175 — Total operating lease liabilities $ 285 $ 171 Cash flow information for the nine months ended September 30, 2023 2022 Cash paid for amounts included in the measurement of operating leases liabilities $ 201 $ 473 Maturities of operating lease liabilities were as follows as of September 30, 2023: Remainder of 2023 27 2024 111 2025 115 2026 59 Total lease payments 312 Less: imputed interest 27 Total lease liabilities $ 285 Weighted-average remaining lease term at end of period (in years) 2.7 Weighted-average discount rate at end of period 6.9 % |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity | |
Equity | (6) Equity Common Stock Issued Related to Restricted Stock Units During the three months ended September 30, 2023 and 2022, the Company issued 672 shares of common stock and 2,321 shares of common stock, respectively, subject to vesting of the restricted stock units. During the nine months ended September 30, 2023 and 2022, the Company issued 2,340 shares of common stock and 20,505 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 September 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 | 9 Months Ended |
Sep. 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. The Company classifies these warrants 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 (3,850) Fair value as of September 30, 2023 $ 100 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 | 9 Months Ended |
Sep. 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 nine months ended September 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 Nine Months Ended September 30, September 30, 2023 2022 2023 2022 United States $ 1,732 $ 2,412 $ 5,473 $ 6,565 Australia 139 164 419 533 Europe 258 206 756 1,009 Rest of world 26 16 48 23 Total revenue $ 2,155 $ 2,798 $ 6,696 $ 8,130 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 nine months ended September 30, 2023 and 2022. During the three and nine months ended September 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 nine months ended September 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 | 9 Months Ended |
Sep. 30, 2023 | |
Income Taxes | |
Income Taxes | (9) Income Taxes During the three months ended September 30, 2023 and 2022, the Company recorded income tax expense of $3 thousand and an income tax benefit of $0.4 million, respectively, and during the nine months ended September 30, 2023 and 2022, the Company recorded income tax expense of $21 thousand and an income tax benefit of $0.3 million. 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 nine months ended September 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 September 30, 2023 and December 31, 2022. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Sales and marketing $ 30 $ 23 $ 89 $ 239 General and administrative 128 269 384 1,363 Research and development 58 67 183 245 Total stock-based compensation expense $ 216 $ 359 $ 656 $ 1,847 Stock Options A summary of the status of the Company’s stock options as of September 30, 2023, and changes during the nine months ended September 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 (5,525) 150.62 Outstanding at September 30, 2023 15,891 367.63 7.7 $ — Exercisable at September 30, 2023 12,366 449.37 7.5 — Vested and expected to vest at September 30, 2023 15,891 367.63 7.7 — There was no intrinsic value of the outstanding stock options at September 30, 2023. The unrecognized share-based expense at September 30, 2023 was $0.2 million, and will be recognized over a weighted average period of 1.9 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 nine months ended September 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) (2,783) 196.28 Cancelled/Forfeited — — Non-vested RSUs at September 30, 2023 1,761 139.17 (1) At September 30, 2023, there were 279 shares of common stock related to RSU awards that had vested and the shares were not distributed to the participants until October 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 September 30, 2023 was $0.2 million and expected to be recognized over a period of 1.3 years. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 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. As of September 30, 2023, the Company has paid the $1.35 million judgement, including related interest, and first $275,000 installment of Cowen’s attorneys’ fees. At September 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | (12) Subsequent Events Securities Offering On October 3, 2023, the Company completed a Securities Purchase Agreement with certain investors pursuant to which the Company agreed to issue and sell to the investors (i) In connection with the offering, the Company also agreed that certain existing warrants to purchase up to an aggregate of 965,351 shares of Common Stock at an exercise price of $3.07 per share and warrants to purchase up to an aggregate of 382,500 shares of Common Stock at an exercise price of $8.00 per share that were previously issued to one of the investors, were amended effective upon the closing of the Offering so that the amended warrants have an exercise price of $0.33 per share. The net proceeds from the offering were approximately $2.8 million, after deducting the placement agent fees and before deducting offering expenses. The Company’s exclusive placement agent in connection with the offering, Maxim Group LLC, received a cash fee equal to up 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 455,000 shares of Common Stock, which is equal to 5.0% of the aggregate amount of shares of Common Stock (or Common Stock equivalents in the form of pre-funded warrants) issued in the offering, at an exercise price of $0.363 per share (the “Placement Agent Warrant”). Employee Reduction The Company remains committed to helping patients improve their lives through bariatric surgeries with the Lap-Band, while achieving profitability. To ensure its steadfast pursuit of this objective, the Company has taken many steps to reduce costs, through reduction of various operating expenses, such as adjusting our marketing strategy. On November 3, 2023, the Company made the difficult decision to reduce its workforce by approximately 23%, resulting in a projected annualized cost savings of approximately $1.2 million. The workforce reduction is part of the Company’s broader efforts to gain greater efficiencies throughout the organization, without impacting our revenue-generating strategies or the Company’s ability to continue delivering unparalleled quality and value to its customers. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 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 assess the potential impairment of long-lived assets, principally property and equipment and finite-lived intangible assets, whenever events or changes in circumstances indicate that the carrying value of the asset group may not be fully recoverable. If an indicator of impairment exists for any of its asset groups, an estimate of undiscounted future cash flows, over the life of the primary asset for each asset group is compared to that long-lived asset group's carrying value. If the carrying value of the asset group is greater than the estimated future undiscounted cash flow, the Company then determines the fair value of the assets, and if an asset is determined to be impaired, the impairment loss is measured by the excess of the carrying amount of the asset over its fair value. During the quarter ended September 30, 2023, the Company determined the carrying value of the property, plant and equipment had been impaired due to the current financial condition of the Company and recognized a non-cash impairment charge of $0.5 million, which reduced the residual value of these assets to $0.1 million, on the consolidated balance sheet as of September 30, 2023. The fair value was determined by estimating the amount the Company could receive if they were to sell the assets. In addition, the Company also impaired its remaining intangible assets, for further details see Note 4. |
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: September 30, 2023 2022 Stock options 17,634 22,819 Unvested restricted stock units 2,598 5,782 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) | 9 Months Ended |
Sep. 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: September 30, 2023 2022 Stock options 17,634 22,819 Unvested restricted stock units 2,598 5,782 Convertible preferred stock 10 10 Warrants 1,632,514 139,047 |
Supplemental Balance Sheet In_2
Supplemental Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Balance Sheet Information | |
Schedule of components of inventory | September 30, December 31, 2023 2022 Raw materials $ 902 $ 832 Sub-assemblies 1,053 864 Finished goods 1,249 1,915 Total inventory $ 3,204 $ 3,611 |
Schedule of components of prepaid expenses and other current assets | September 30, December 31, 2023 2022 Prepaid insurance $ 259 $ 78 Patents 38 — Prepaid advertising and marketing 47 3 Taxes 55 — Other current assets 94 84 Total prepaid expenses and other current assets $ 493 $ 165 |
Schedule of components of accrued and other liabilities | September 30, December 31, 2023 2022 Payroll and benefits $ 1,014 $ 1,829 Accrued legal settlements 400 1,775 Customer deposits 657 510 Taxes 54 119 Accrued professional 504 316 Other liabilities 105 491 Total accrued and other liabilities $ 2,734 $ 5,040 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets | |
Summary of identifiable intangible assets | December 31, 2022 Weighted Average Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Book Value Finite-lived intangible assets: Developed technology 10.0 $ 5,989 $ (5,805) $ 184 Trademarks/Tradenames 10.0 462 (386) 76 Total $ 6,451 $ (6,191) $ 260 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of supplemental information related to operating leases | September 30, December 31, Balance Sheet information 2023 2022 Operating lease ROU assets $ 274 $ 171 Operating lease liabilities, current portion $ 110 $ 171 Operating lease liabilities, long-term portion 175 — Total operating lease liabilities $ 285 $ 171 Cash flow information for the nine months ended September 30, 2023 2022 Cash paid for amounts included in the measurement of operating leases liabilities $ 201 $ 473 |
Schedule of maturities of operating lease liabilities | Remainder of 2023 27 2024 111 2025 115 2026 59 Total lease payments 312 Less: imputed interest 27 Total lease liabilities $ 285 Weighted-average remaining lease term at end of period (in years) 2.7 Weighted-average discount rate at end of period 6.9 % |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 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 (3,850) Fair value as of September 30, 2023 $ 100 |
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) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue Disaggregation and Operating Segments | |
Schedule of revenue disaggregated by geography | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 United States $ 1,732 $ 2,412 $ 5,473 $ 6,565 Australia 139 164 419 533 Europe 258 206 756 1,009 Rest of world 26 16 48 23 Total revenue $ 2,155 $ 2,798 $ 6,696 $ 8,130 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock-based Compensation | |
Schedule of stock-based compensation expense | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Sales and marketing $ 30 $ 23 $ 89 $ 239 General and administrative 128 269 384 1,363 Research and development 58 67 183 245 Total stock-based compensation expense $ 216 $ 359 $ 656 $ 1,847 |
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 (5,525) 150.62 Outstanding at September 30, 2023 15,891 367.63 7.7 $ — Exercisable at September 30, 2023 12,366 449.37 7.5 — Vested and expected to vest at September 30, 2023 15,891 367.63 7.7 — |
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) (2,783) 196.28 Cancelled/Forfeited — — Non-vested RSUs at September 30, 2023 1,761 139.17 (1) At September 30, 2023, there were 279 shares of common stock related to RSU awards that had vested and the shares were not distributed to the participants until October of 2023. |
Basis of Presentation - Long-Li
Basis of Presentation - Long-Lived Assets (Details) - Property, plant and equipment $ in Millions | 3 Months Ended |
Sep. 30, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Non-cash impairment charge | $ 0.5 |
Residual value of these assets | $ 0.1 |
Basis of Presentation - (Detail
Basis of Presentation - (Details) | 9 Months Ended | ||
Dec. 23, 2022 | Sep. 30, 2023 shares | Sep. 30, 2022 shares | |
Anti-dilutive securities | |||
Reverse stock split ratio | 0.02 | ||
Stock options | |||
Anti-dilutive securities | |||
Anti-dilutive securities (in shares) | 17,634 | 22,819 | |
Unvested restricted stock units | |||
Anti-dilutive securities | |||
Anti-dilutive securities (in shares) | 2,598 | 5,782 | |
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 | 8 Months Ended | 9 Months Ended | |||
Oct. 03, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Liquidity and Management Plans | |||||
Net working capital | $ 2,900 | ||||
Cash and cash equivalents and restricted cash | 1,549 | $ 3,955 | $ 6,245 | $ 22,815 | |
Accounts receivable | 2,153 | $ 2,180 | |||
Gross proceeds from issuance of shares | $ 12,451 | ||||
Public Offering [Member] | |||||
Liquidity and Management Plans | |||||
Gross proceeds from issuance of shares | $ 13,700 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information (as Restated) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory: | ||
Raw materials | $ 902 | $ 832 |
Sub-assemblies | 1,053 | 864 |
Finished goods | 1,249 | 1,915 |
Total inventory | 3,204 | 3,611 |
Prepaid expenses and other current assets: | ||
Prepaid insurance | 259 | 78 |
Patents | 38 | |
Prepaid advertising and marketing | 47 | 3 |
Taxes | 55 | |
Other current assets | 94 | 84 |
Total prepaid expenses and other current assets | 493 | 165 |
Accrued and other liabilities: | ||
Payroll and benefits | 1,014 | 1,829 |
Accrued legal settlements | 400 | 1,775 |
Customer deposits | 657 | 510 |
Taxes | 54 | 119 |
Accrued professional | 504 | 316 |
Other liabilities | 105 | 491 |
Total accrued and other liabilities | $ 2,734 | $ 5,040 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Intangible Assets | |||||
Gross Carrying Amount | $ 6,451 | ||||
Accumulated amortization | (6,191) | ||||
Total finite-lived intangible assets | $ 0 | $ 0 | $ 260 | ||
Amortization expense | 11 | $ 500 | 33 | $ 1,367 | |
Impairment of long-lived assets | 777 | 7,429 | $ 777 | 7,429 | |
Developed technology | |||||
Intangible Assets | |||||
Weighted Average Useful Life (years) | 10 years | ||||
Gross Carrying Amount | $ 5,989 | ||||
Accumulated amortization | (5,805) | ||||
Total finite-lived intangible assets | $ 184 | ||||
Trademarks/Tradenames | |||||
Intangible Assets | |||||
Weighted Average Useful Life (years) | 10 years | ||||
Gross Carrying Amount | $ 462 | ||||
Accumulated amortization | (386) | ||||
Total finite-lived intangible assets | $ 76 | ||||
In-process research and development | |||||
Intangible Assets | |||||
Impairment of long-lived assets | $ 200 | 6,900 | |||
Indefinite-lived intangible assets | $ 0 | $ 0 | |||
Maximum | |||||
Intangible Assets | |||||
Weighted Average Useful Life (years) | 10 years | 10 years |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 13, 2023 ft² | Dec. 31, 2022 USD ($) | |
Leases | ||||||
Operating lease costs | $ 16 | $ 100 | $ 300 | $ 600 | ||
Balance Sheet information related to operating leases | ||||||
Operating lease ROU assets | 274 | 274 | $ 171 | |||
Operating lease liabilities, current portion | 110 | 110 | 171 | |||
Operating lease liabilities, long-term portion | 175 | 175 | ||||
Total operating lease liabilities | $ 285 | 285 | $ 171 | |||
Cash flow information related to operating leases | ||||||
Cash paid for amounts included in the measurement of operating leases liabilities | $ 201 | $ 473 | ||||
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Maturities of operating lease liabilities | ||
Remainder of 2023 | $ 27 | |
2024 | 111 | |
2025 | 115 | |
2026 | 59 | |
Total lease payments | 312 | |
Less: imputed interest | 27 | |
Total lease liabilities | $ 285 | $ 171 |
Weighted-average remaining lease term at end of period (in years) | 2 years 8 months 12 days | |
Weighted-average discount rate at end of period | 6.90% |
Equity (Details)
Equity (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Apr. 24, 2023 $ / shares shares | Apr. 20, 2023 USD ($) $ / shares shares | Feb. 08, 2023 $ / shares shares | Sep. 30, 2023 $ / shares shares | Sep. 30, 2022 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 shares | Dec. 31, 2022 $ / shares | |
Equity | ||||||||
Shares issued upon vesting of restricted stock units | 672 | 2,321 | 2,340 | 20,505 | ||||
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 | $ | $ 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) | 1,476,395 | |||||||
Exercise of warrants, shares | 57,000 | 1,436,488 | 74,773 | |||||
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 | 8 Months Ended |
Sep. 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 | (3,850) |
Fair value as of September 30, 2023 | $ 100 |
Revenue Disaggregation and Op_3
Revenue Disaggregation and Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue Recognition | ||||
Total revenue | $ 2,155 | $ 2,798 | $ 6,696 | $ 8,130 |
United States | ||||
Revenue Recognition | ||||
Total revenue | 1,732 | 2,412 | 5,473 | 6,565 |
Australia | ||||
Revenue Recognition | ||||
Total revenue | 139 | 164 | 419 | 533 |
Europe | ||||
Revenue Recognition | ||||
Total revenue | 258 | 206 | 756 | 1,009 |
Rest of world | ||||
Revenue Recognition | ||||
Total revenue | 26 | 16 | 48 | 23 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes | ||||
Income tax expense | $ 3 | $ (363) | $ 21 | $ (324) |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Compensation expense recognized | ||||
Total stock-based compensation expense | $ 216 | $ 359 | $ 656 | $ 1,847 |
Sales and marketing | ||||
Compensation expense recognized | ||||
Total stock-based compensation expense | 30 | 23 | 89 | 239 |
General and administrative | ||||
Compensation expense recognized | ||||
Total stock-based compensation expense | 128 | 269 | 384 | 1,363 |
Research and development | ||||
Compensation expense recognized | ||||
Total stock-based compensation expense | $ 58 | $ 67 | $ 183 | $ 245 |
Stock-based Compensation - St_2
Stock-based Compensation - Stock Option Activity (Details) - Stock options $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Shares | |
Shares outstanding, Beginning balance (in shares) | shares | 21,416 |
Shares, Options cancelled (in shares) | shares | (5,525) |
Shares outstanding, Ending balance (in shares) | shares | 15,891 |
Shares, Exercisable (in shares) | shares | 12,366 |
Shares, Vested and expected to vest (in shares) | shares | 15,891 |
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 | 150.62 |
Weighted Average Exercise Price Per Share, Outstanding, Ending balance (in dollars per share) | $ / shares | 367.63 |
Weighted Average Exercise Price Per Share, Exercisable (in dollars per share) | $ / shares | 449.37 |
Weighted Average Exercise Price Per Share, Vested and expected to vest (in dollars per share) | $ / shares | $ 367.63 |
Weighted Average Remaining Contractual Life | |
Weighted Average Remaining Contractual Life Outstanding | 7 years 8 months 12 days |
Weighted Average Remaining Contractual Life, Exercisable | 7 years 6 months |
Weighted Average Remaining Contractual Life, Vested and expected to vest | 7 years 8 months 12 days |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value Outstanding (in dollars) | $ | $ 0 |
Additional disclosures | |
Unrecognized share-based expenses | $ | $ 200 |
Weighted average recognition period | 1 year 10 months 24 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 | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Shares | |
Shares Unvested RSUs, Beginning balance (in shares) | 4,544 |
Shares, Vested (in shares) | (2,783) |
Shares Non-vested RSUs, Ending balance (in shares) | 1,761 |
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 | 196.28 |
Weighted Average Grant Date Fair Value, Non-vested RSUs, Ending balance (in dollars per share) | $ / shares | $ 139.17 |
Additional disclosures | |
Vested and undistributed | 279 |
Unrecognized compensation costs | $ | $ 0.2 |
Recognition period | 1 year 3 months 18 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Cowen and Company - USD ($) | 9 Months Ended | ||
May 11, 2023 | Aug. 06, 2021 | Sep. 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 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 03, 2023 | Oct. 03, 2023 | Apr. 20, 2023 | Feb. 08, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Subsequent Events | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Warrant exercise price (in dollars per share) | $ 3.07 | |||||
Over-allotment option | ||||||
Subsequent Events | ||||||
Issuance of stock (in shares) | 191,250 | |||||
Number of shares in exchange of warrant exercise | 40,035 | 286,875 | ||||
Warrant exercise price (in dollars per share) | $ 3.38 | |||||
Cash fee, as a percentage of gross proceeds | 7% | |||||
Warrants issued, as a percentage of aggregate common shares | 5% | |||||
Pre Funded Warrants | ||||||
Subsequent Events | ||||||
Warrant exercise price (in dollars per share) | $ 3.069 | |||||
Amended warrants | ||||||
Subsequent Events | ||||||
Warrant exercise price (in dollars per share) | $ 15 | |||||
Subsequent Event | ||||||
Subsequent Events | ||||||
Workforce reduction percentage | 23% | |||||
Projected annualized cost savings from workforce reduction | $ 1,200,000 | |||||
Subsequent Event | Over-allotment option | ||||||
Subsequent Events | ||||||
Number of shares in exchange of warrant exercise | 455,000 | |||||
Cash fee, as a percentage of gross proceeds | 7% | |||||
Warrants issued, as a percentage of aggregate common shares | 5% | |||||
Subsequent Event | Purchase Agreement | ||||||
Subsequent Events | ||||||
Issuance of stock (in shares) | 1,770,000 | |||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||
Share issue price | $ 0.33 | |||||
Net proceeds from issuance of stock | $ 2.8 | |||||
Subsequent Event | Purchase Agreement | Over-allotment option | ||||||
Subsequent Events | ||||||
Warrant exercise price (in dollars per share) | $ 0.363 | |||||
Subsequent Event | Common warrants | Purchase Agreement | ||||||
Subsequent Events | ||||||
Number of shares in exchange of warrant exercise | 13,650,000 | |||||
Warrant exercise price (in dollars per share) | $ 0.33 | |||||
Subsequent Event | Pre Funded Warrants | Purchase Agreement | ||||||
Subsequent Events | ||||||
Number of shares in exchange of warrant exercise | 7,330,000 | |||||
Warrant exercise price (in dollars per share) | $ 0.001 | |||||
Share issue price | $ 0.329 | |||||
Subsequent Event | Amended warrants | Purchase Agreement | ||||||
Subsequent Events | ||||||
Issuance of stock (in shares) | 965,351 | |||||
Share issue price | $ 3.07 | |||||
Subsequent Event | Amended warrants | Purchase Agreement | One of the investors | ||||||
Subsequent Events | ||||||
Issuance of stock (in shares) | 382,500 | |||||
Share issue price | $ 8 |