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Document and Entity Information	9 Months Ended
Document and Entity Information	Sep. 30, 2017
Document And Entity Information [Abstract]
Document Type	S-1
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Trading Symbol	SLNO
Entity Registrant Name	SOLENO THERAPEUTICS INC
Entity Central Index Key	0001484565
Entity Filer Category	Smaller Reporting Company

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 5,647,000	$ 2,725,996	$ 5,494,523
Accounts receivable	0	3,000
Restricted cash	35,000	35,000	35,000
Prepaid expenses and other current assets	145,000	246,570	159,018
Current assets held for sale	563,000	790,000	715,759
Total current assets	6,390,000	3,801,294	6,404,300
Long-term assets
Property and equipment, net	55,000	54,000	35,463
Other intangible assets, net	19,353,000	0
Other assets	126,000	125,530	76,340
Long-term assets held for sale	458,000	1,584,000	1,685,092
Total assets	26,382,000	5,564,852	8,201,195
Current liabilities
Accounts payable	642,000	410,512	495,342
Accrued compensation and other current liabilities	976,000	1,050,466	515,980
Current liabilities held for sale	113,000	246,400	1,316,413
Total current liabilities	1,731,000	1,707,378	3,192,735
Long-term liabilities
Other liabilities	1,132,000	61,739
Long-term liabilities held for sale	0	81,000	109,404
Total liabilities	3,172,000	2,129,655	4,977,379
Commitments and contingencies
Stockholders' equity
Common stock	10,000	3,357	2,804
Additional paid-in-capital	132,154,000	101,743,714	89,467,680
Accumulated deficit	(108,954,000)	(98,311,887)	(86,246,673)
Total stockholders' equity	23,210,000	3,435,197	3,223,816
Total liabilities and stockholders' equity	26,382,000	5,564,852	8,201,195
Scenario, Previously Reported [Member]
Current assets
Current assets held for sale		793,728
Long-term assets
Property and equipment, net		42,021
Long-term assets held for sale		1,596,007
Series A Convertible Preferred Stock [Member]
Stockholders' equity
Convertible preferred stock			5
Series B Convertible Preferred Stock [Member]
Stockholders' equity
Convertible preferred stock		13
Preferred Stock	0	0
Series B Warrants [Member]
Current liabilities
Series B warrant liability			865,000
Series A Warrants [Member]
Long-term liabilities
Convertible preferred stock warrant liability	289,000	194,048	1,212,803
Series C Warrant Liability [Member]
Long-term liabilities
Convertible preferred stock warrant liability	$ 20,000	$ 85,490	$ 462,437

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Common stock, shares outstanding	9,970,538	3,357,390	2,803,580
Convertible preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Convertible preferred stock, shares authorized	10,000,000	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	9,970,538	3,357,390	2,803,580
Series A Convertible Preferred Stock [Member]
Convertible preferred stock, shares designated		10,000	10,000
Convertible preferred stock, shares issued		0	4,555
Convertible preferred stock, shares outstanding		0	4,555
Convertible preferred stock, aggregate liquidation preference		$ 0	$ 0
Series B Convertible Preferred Stock [Member]
Convertible preferred stock, shares designated		13,780	0
Convertible preferred stock, par value (in dollars per share)		$ 0.001
Convertible preferred stock, shares issued		12,780	0
Convertible preferred stock, shares outstanding		12,780	0
Convertible preferred stock, aggregate liquidation preference		$ 0	$ 0
Convertible preferred stock, shares designated	13,780	13,780
Convertible preferred stock, shares issued	10,049	12,780
Convertible preferred stock, shares outstanding	10,049	12,780
Convertible preferred stock, aggregate liquidation preference	$ 0	$ 0
Scenario, Previously Reported [Member]
Common stock, shares outstanding		3,357,387
Common stock, shares issued		3,357,387

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Operating expenses
Research and development	$ 982,000	$ 708,000	$ 2,046,000	$ 1,959,000	$ 2,247,141	$ 0
Sales and marketing	0	0	26,000	0
General and administrative	1,707,000	1,260,000	4,900,000	4,532,000	6,076,976	5,991,266
Total expenses	2,689,000	1,968,000	6,972,000	6,491,000	8,324,117	5,991,266
Operating loss	(2,689,000)	(1,968,000)	(6,972,000)	(6,491,000)	(8,324,117)	(5,991,266)
Interest and other income (expense)
Interest Income	4,000	0	7,000	0
Change in fair value of warrants liabilities income (expense)	130,000	200,000	(29,000)	1,295,000	1,667,117	(515,860)
Cease-use expense	4,000	0	3,000	(94,000)	(93,749)	0
Other expense	0	(9,000)	(602,000)	(26,000)	13,129	(183,565)
Inducement charge for Series C warrants					0	(3,049,375)
Interest and other income (expense), net	138,000	191,000	(621,000)	1,175,000	1,586,497	(3,748,800)
Loss from continuing operations	(2,551,000)	(1,777,000)	(7,593,000)	(5,316,000)	(6,737,620)	(9,740,066)
Loss from discontinued operations:
Operating loss	(1,027,000)	(973,000)	(2,841,000)	(4,136,000)
Loss on sale of assets	(208,000)	0	(208,000)	0
Loss from discontinued operations, net of tax effect	(1,235,000)	(973,000)	(3,049,000)	(4,136,000)	(5,327,594)	(6,168,480)
Net loss	$ (3,786,000)	$ (2,750,000)	$ (10,642,000)	$ (9,452,000)	$ (12,065,214)	$ (15,908,546)
Loss per common share from continuing operations, basic and diluted (Note 14) (in usd per share)	$ (0.24)	$ (0.56)	$ (0.85)	$ (1.73)	$ (3.35)	$ (5.17)
Loss on extinguishment of convertible preferred stock					$ 3,651,172	$ 0
Net loss applicable to common stockholders					$ (15,716,386)	$ (15,908,546)
Loss per common share from discontinued operations, basic and diluted
Operating (in usd per share)	(0.09)	(0.31)	(0.32)	(1.35)
Loss on sale of assets (in usd per share)	(0.02)	0.00	(0.02)	0.00
Loss per common share from discontinued operations, basic and dilute	(0.11)	(0.31)	(0.34)	(1.35)	$ (1.72)	$ (3.27)
Net loss per common share, basic and diluted	$ (0.35)	$ (0.87)	$ (1.19)	$ (3.08)	$ (5.07)	$ (8.44)
Weighted-average common shares outstanding used to calculate basic and diluted net loss per common share	10,766,608	3,152,306	8,936,255	3,072,729	3,101,496	1,885,176

Consolidated Statements of Stockholders' (Deficit) Equity - USD ($)	Total	2010 and 2012 Convertible Promissory Notes [Member]	Series A Warrants [Member]	Series B Warrants [Member]	Series B Warrant Cashless Exercises [Member]	Common Stock [Member]	Common Stock [Member] 2010 and 2012 Convertible Promissory Notes [Member]	Common Stock [Member] Series A Warrants [Member]	Common Stock [Member] Series B Warrants [Member]	Common Stock [Member] Series B Warrant Cashless Exercises [Member]	Additional Paid-In Capital [Member]	Additional Paid-In Capital [Member] 2010 and 2012 Convertible Promissory Notes [Member]	Additional Paid-In Capital [Member] Series A Warrants [Member]	Additional Paid-In Capital [Member] Series B Warrants [Member]	Additional Paid-In Capital [Member] Series B Warrant Cashless Exercises [Member]	Accumulated Deficit [Member]	Series A Convertible Preferred Stock [Member]	Series A Convertible Preferred Stock [Member] Common Stock [Member]	Series A Convertible Preferred Stock [Member] Additional Paid-In Capital [Member]	Series B Convertible Preferred Stock [Member]	Series B Convertible Preferred Stock [Member] Common Stock [Member]	Series B Convertible Preferred Stock [Member] Additional Paid-In Capital [Member]
Balances at beginning at Dec. 31, 2014																	$ 0			$ 0
Balances at beginning (shares) at Dec. 31, 2014																	0			0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Convertible Preferred shares (net of transaction costs)																	$ 5
Issuance of Convertible Preferred shares(net of transaction costs) (shares)																	4,555
Balances at ending at Dec. 31, 2015																	$ 5			$ 0
Balances at ending (shares) at Dec. 31, 2015																	4,555			0
Balances at beginning at Dec. 31, 2014	$ (11,189,953)					$ 1,354					$ 59,146,820					$ (70,338,127)
Balances at beginning (shares) at Dec. 31, 2014						1,353,821
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	942,369										942,369
Issuance of common stock for stock option exercises	293,573					$ 17					293,556
Issuance of common stock for stock option exercises (shares)						16,769
Contribution of Series B warrants	3,332										3,332
Issuance of common stock		$ 0	$ 156,000	$ 3,720,713	$ 422,540		$ 3	$ 5	$ 124	$ 1,176		$ (3)	$ 155,955	$ 3,720,589	$ 421,364
Issuance of shares in conjunction with BDDI asset purchase	112,400					$ 10					112,390
Issuance of common stock (shares)							2,681	4,800	123,902	1,175,912
Issuance of shares in conjunction with BDDI asset purchase (shares)						10,000
Derecognition of warrant liability upon exercise			$ 42,000	$ 18,853,215									$ 42,000	$ 18,853,215
Issuance of shares to Aspire Capital	183,322					$ 14					183,308
Issuance of shares to Aspire Capital (shares)						14,378
Sales of shares through Aspire ATM vehicle	1,434,194					$ 101					1,434,093
Sales of shares through Aspire ATM vehicle (shares)						101,317
Issuance of Convertible Preferred shares (net of transaction costs)	4,158,657										4,158,652
Net loss	(15,908,546)															(15,908,546)
Balances at end at Dec. 31, 2015	3,223,816					$ 2,804					89,467,680					(86,246,673)
Balances at end (shares) at Dec. 31, 2015						2,803,580
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Convertible Preferred shares (net of transaction costs)																	$ 5			$ 14
Issuance of Convertible Preferred shares(net of transaction costs) (shares)																	5,445			13,780
Balances at ending at Dec. 31, 2016																	$ 0			$ 13
Balances at ending (shares) at Dec. 31, 2016																	0			12,780
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	871,270										871,270
Issuance of common stock on conversion of Convertible Preferred shares, value																	$ (2)	$ 240	$ (238)	$ (1)	$ 200	$ (199)
Issuance of common stock for stock option exercises	70,102					$ 11					70,091
Issuance of common stock on conversion of Convertible Preferred shares																	(2,220)	240,000		(1,000)	200,000
Issuance of common stock for stock option exercises (shares)						11,683
Issuance of common stock					$ 593,584					$ 97					$ 593,487
Issuance of common stock (shares)										97,040
Issuance of common stock to board members in lieu of cash payments for quarterly board fees	24,405					$ 5					24,400
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares)						5,084
Issuance of Convertible Preferred shares (net of transaction costs)																	$ 5,070,339		$ 5,070,334	$ 13,426,895		$ 13,426,881
Repurchase of Series A Convertible Preferred shares	(7,780,000)										(7,779,992)						$ (8)
Repurchase of Series A Convertible Preferred shares (shares)																	(7,780)
Net loss	(12,065,214)															(12,065,214)
Balances at end at Dec. 31, 2016	3,435,197					$ 3,357					$ 101,743,714					$ (98,311,887)
Balances at end (shares) at Dec. 31, 2016						3,357,387
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(10,642,000)
Balances at end at Sep. 30, 2017	$ 23,210,000

Consolidated Statements of Stockholders' (Deficit) Equity (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Series A Convertible Preferred Stock [Member]
Transaction costs	$ 374,661	$ 396,343
Series B Convertible Preferred Stock [Member]
Transaction costs	$ 353,105	$ 306,116

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (10,642,000)	$ (9,452,000)	$ (12,065,214)	$ (15,908,546)
Loss from discontinued operations	(3,049,000)	(4,136,000)	(5,327,594)	(6,168,480)
Loss from continuing operations	(7,593,000)	(5,316,000)	(6,737,620)	(9,740,066)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Depreciation and amortization	1,029,000	1,000	18,670	10,274
Stock-based compensation expense	855,000	560,000	739,232	730,887
Board fees paid with common stock	195,000	0	24,404	0
Change in fair value of stock warrants	29,000	(1,295,000)	(1,667,117)	515,860
Loss on disposition of property & equipment	0	1,000	768	0
Inducement charge for Series C warrants			0	3,049,375
Change in fair value of common stock warrants	29,000	(1,323,000)
Non-cash expense of issuing shares to Aspire Capital	602,000	0	0	183,322
Change in operating assets and liabilities:
Accounts receivable	3,000	0
Prepaid expenses and other assets	101,000	(52,000)	(87,552)	77,601
Other long-term assets	0	(49,000)	(49,190)	(76,340)
Accounts payable	232,000	336,000	(76,828)	(435,356)
Accrued compensation and other current liabilities			534,486	115,639
Accrued compensation and other current liabilities	(74,000)	(166,000)
Other long-term liabilities	(20,000)	52,000	40,039	0
Net cash used in continuing operating activities	(4,641,000)	(5,956,000)	(7,260,708)	(5,568,804)
Net cash used in discontinued operating activities	(2,577,000)	(4,853,000)	(6,237,272)	(4,730,526)
Net cash used in operating activities	(7,218,000)	(10,809,000)	(13,497,980)	(10,299,330)
Cash flows from investing activities:
Increase in restricted cash			0	(15,000)
Costs of Essentialis acquisition paid	(573,000)	0
Purchase of property and equipment	(4,000)	(22,000)	(14,795)	(44,019)
Net cash used in continuing investing activities	(577,000)	(22,000)	(14,795)	(59,019)
Net cash provided by (used for) discontinued investingactivities	716,000	(17,000)	(23,885)	(1,261,758)
Net cash used in investing activities	139,000	(39,000)	(38,680)	(1,320,777)
Cash flows from financing activities:
Proceeds from exercise of common stock options			70,102	293,573
Redemption of Series A preferred stock in conjunction with issuance of Series B preferred stock	0	(7,780,000)
Proceeds from issuance of common stock	10,000,000	70,000	0	1,434,194
Net cash provided by continuing financing activities	10,000,000	10,768,000	10,768,133	9,157,920
Net cash provided by discontinued financing activities	0	0	0	0
Net cash provided by financing activities	10,000,000	10,768,000	10,768,133	9,157,920
Repayment of credit line			0	(101,529)
Initial Public Offering costs paid			0	(575,181)
Net increase (decrease) in cash and cash equivalents	2,921,000	(80,000)	(2,768,527)	(2,462,187)
Cash and cash equivalents, beginning of period	2,725,996	5,494,523	5,494,523	7,956,710
Cash and cash equivalents, end of period	5,647,000	5,415,000	2,725,996	5,494,523
Supplemental disclosures of non-cash investing and financing information
Conversion of preferred to common stock	0	2,220,000
Issuance of common stock in Essentialis acquisition	18,764,000	0	0	112,400
Contingent consideration of Essentialis acquisition	1,090,000	0
Preferred convertible stock transaction costs included in Accounts Payable	0	52,000
Fixed asset purchases in accounts payable	0	11,000	11,200	0
Cashless exercise of 2010 and 2012 warrants			0	13
Contribution of Series B warrants			0	3,332
Series A Warrants [Member]
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Change in fair value of stock warrants	(95,000)	703,000	1,000,000
Cash flows from financing activities:
Proceeds from exercise of warrants			0	156,000
Series A Warrants [Member] \| Cash Exercise [Member]
Supplemental disclosures of non-cash investing and financing information
De-recognition of Series B warrant liability (cashless exercise)			0	42,000
Series B Warrants [Member]
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Change in fair value of stock warrants			272,000
Cash flows from financing activities:
Proceeds from exercise of warrants			0	3,720,713
Series B Warrants [Member] \| Cash Exercise [Member]
Supplemental disclosures of non-cash investing and financing information
De-recognition of Series B warrant liability (cashless exercise)			0	6,747,765
Series B Warrants [Member] \| Cash Less Exercise [Member]
Supplemental disclosures of non-cash investing and financing information
De-recognition of Series B warrant liability (cashless exercise)			593,584	12,527,991
Continuing Operations [Member]
Cash flows from financing activities:
Net increase (decrease) in cash and cash equivalents	4,783,000	4,790,000	3,492,630	3,530,097
Discontinued Operations [Member]
Cash flows from financing activities:
Net increase (decrease) in cash and cash equivalents	(1,862,000)	(4,870,000)	(6,261,157)	(5,992,284)
Series A Convertible Preferred Stock [Member]
Cash flows from financing activities:
Net proceeds from issuance of Convertible Preferred	0	5,070,000	5,070,339	4,230,150
Redemption of Series A Convertible Preferred stock in conjunction with issuance of Series B Convertible Preferred stock			(7,780,000)	0
Initial Public Offering costs paid	0	(71,000)	(71,493)	0
Supplemental disclosures of non-cash investing and financing information
Conversion of preferred to common stock			1,200,000	0
Preferred convertible stock transaction costs included in Accounts Payable			0	71,493
Series B Convertible Preferred Stock [Member]
Cash flows from financing activities:
Net proceeds from issuance of Convertible Preferred	0	13,479,000	13,479,185	0
Supplemental disclosures of non-cash investing and financing information
Conversion of preferred to common stock			1,000,000	0
Preferred convertible stock transaction costs included in Accounts Payable			$ 52,290	$ 0
Series B Convertible Preferred Stock [Member] \| Cash Less Exercise [Member]
Supplemental disclosures of non-cash investing and financing information
De-recognition of Series B warrant liability (cashless exercise)	$ 0	$ 593,000

Description of Business	9 Months Ended	12 Months Ended
Description of Business	Sep. 30, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Description of Business	Note 1. Description of Business Soleno Therapeutics, Inc. (formerly known as Capnia, Inc.) (the “Company”) was incorporated in the State of Delaware on August 25, 1999, and is located in Redwood City, California. On May 8, 2017, the Company received stockholder approval to amend the Amended and Restate Certificate of Incorporation of the Company, to change the name of the Company to Soleno Therapeutics, Inc. On September 2, 2015, the Company established NeoForce, Inc. (“NFI”), a wholly owned subsidiary of the Company and through NFI, acquired substantially all of the assets of an unrelated privately held company NeoForce Group, Inc.(“NeoForce”). NFI markets innovative pulmonary resuscitation solutions for the inpatient and ambulatory neonatal markets. The Company sold NFI in a stock transaction that was completed on July 18, 2017, pursuant to a Stock Purchase Agreement with Neoforce Holdings, Inc. a wholly-owned subsidiary of Flexicare Medical Limited, a privately-held United Kingdom company (see Note 5). On April 27, 2015, the Company established Capnia UK Limited, a wholly owned foreign subsidiary in the United Kingdom. On March 7, 2017, the Company completed the merger with Essentialis, Inc., a Delaware corporation, or Essentialis. After the merger, the Company’s primary focus is transitioning to the development and commercialization of novel therapeutics for the treatment of rare diseases. Essentialis was a privately held, clinical stage biotechnology company focused on the development of breakthrough medicines for the treatment of rare metabolic diseases where there is increased mortality and risk of cardiovascular and endocrine complications. Prior to the merger, Essentialis’s efforts were focused primarily on developing and testing product candidates that target the ATP-sensitive potassium channel, a metabolically regulated membrane protein whose modulation has the potential to impact a wide range of rare metabolic, cardiovascular, and central nervous system diseases. Essentialis has tested Diazoxide Choline Controlled Release, or DCCR, tablets as a treatment for Prader-Willi syndrome, or PWS, a complex metabolic/neurobehavioral disorder. In May of 2017 the Company had a scientific advice meeting with the U. S. Food and Drug Administration, or FDA . The FDA supported change in hyperphagia score (without a change in weight) compared to placebo as the primary endpoint for the planned Phase III study. The dosing paradigm proposed for the Phase III study was acceptable. The FDA proposed and the Company agreed that the duration of the randomized double-blind placebo controlled study should be shorter (3-4 months). Safety information about DCCR could be obtained in a long-term, safety extension study. There was agreement on several other aspects of the study and the overall development program, and additional regulatory input is being sought on others. On June 1, 2017, the Company established Capnia, Inc. (“Capnia”), a wholly owned subsidiary of the Company. The Company, through its wholly owned subsidiary Capnia, continues to sell the CoSense^® End-Tidal Carbon Monoxide (ETCO) Monitor, or CoSense, which measures ETCO and aids in the detection of excessive hemolysis, a condition in which red blood cells degrade rapidly. When present in neonates with jaundice, excessive hemolysis is a dangerous condition which can lead to adverse neurological outcomes. CoSense is 510(k) cleared for sale in the U.S. and received CE Mark certification for sale in the E.U. Following the merger with Essentialis, the Company initiated a comprehensive review of strategic alternatives for the legacy products and product candidates, CoSense^® ETCO Monitor, and its portfolio of innovative pulmonary resuscitation solutions for the neonatal market. The Company may also license elements of its Sensalyze Technology Platform to other companies that have complementary development or commercial capabilities (see Note 5). On October 6, 2017, the Company effected a one-for-five (1:5) reverse stock split of its then outstanding Common Stock and, accordingly, all common share and per share data are retrospectively restated to give effect of the split for all periods presented herein (see Note 14). The Company’s current research and development efforts are primarily focused on advancing its lead candidate, DCCR tablets, for the treatment of PWS into late-stage clinical development.	Note 1. Description of Business Soleno Therapeutics, Inc. (formerly known as Capnia, Inc.) (the “Company” or “Soleno”) was incorporated in the State of Delaware on August 25, 1999, and is located in Redwood City, California. The Company develops and commercializes neonatology devices and diagnostics. The Company also has a therapeutics platform based on its proprietary technology for precision metering of gas flow. On September 2, 2015, the Company established NeoForce, Inc. (“NFI”), a wholly owned subsidiary incorporated in the State of Delaware. On September 8, 2015, NFI, acquired substantially all of the assets of an unrelated privately held company NeoForce Group, Inc. (“NeoForce”) in exchange for an upfront cash payment of $1.0 million and royalties on future sales. NeoForce develops innovative pulmonary resuscitation solutions for the inpatient and ambulatory neonatal markets that the Company is now marketing through NFI. On April 27, 2015, the Company established Capnia UK Limited, a wholly owned foreign subsidiary in the United Kingdom. The functional currency of the U.K. subsidiary is the British pound. There have been no significant activities for this entity to date. The Company’s most recent product to launch commercially utilizing precision metering of gas flow technology is Serenz^® Allergy Relief, or Serenz, which has a CE Mark certification for sale in the European Union (“E.U.”) Serenz is a proprietary handheld device that delivers non-inhaled CO2 topically to the nasal mucosa. Serenz is used only when needed, and does not need to be used on a scheduled basis. Pilot commercial sales of Serenz began in the U.K. and Ireland in the second quarter of 2016. The Company also sells CoSense^®, which aids in diagnosis of excessive hemolysis, a condition in which red blood cells degrade rapidly. When present in neonates with jaundice, hemolysis is a dangerous condition which can lead to adverse neurological outcomes. CoSense has 510(k) clearance for sale in the U.S. with a specific Indication for Use related to hemolysis issued, and has received CE Mark certification for sale in the E.U. CoSense is commercially available in the U.S. In addition, the Company is applying its research and development efforts to additional diagnostic products based on its Sensalyze Technology Platform, a portfolio of proprietary methods and devices which enables CoSense and can be applied to detect a variety of analytes in exhaled breath and other products for the neonatology market.

Liquidity, Going Concern and Management's Plans	9 Months Ended	12 Months Ended
Liquidity, Going Concern and Management's Plans	Sep. 30, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Liquidity, Going Concern and Management's Plans	Note 2. Liquidity, Going Concern and Management’s Plans The Company had a net loss of approximately $10.6 million for the nine months ended September 30, 2017, and has an accumulated deficit of approximately $109.0 million at September 30, 2017, from having incurred losses since its inception. The Company has approximately $4.7 million of working capital at September 30, 2017, and used approximately $7.2 million of cash in its operating activities during the nine months ended September 30, 2017. The Company has financed its operations principally through issuances of debt and equity securities. On January 27, 2017, the Company entered into a Common Stock Purchase Agreement (the “2017 Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $17.0 million in value of shares of our Common Stock over the 30-month term of the 2017 Aspire Purchase Agreement. The Company issued Aspire Capital 141,666 shares of Common Stock as commitment shares under the 2017 Aspire Purchase Agreement. On March 7, 2017, the Company completed the merger with Essentialis. Concurrently, the Company issued 1,666,666 shares of common stock for an investment of $8 million from the completion of the concurrent financing and issued 416,666 shares of common stock for an investment of $2 million from Aspire Capital. On July 18, 2017, the Company sold NFI, its wholly owned subsidiary, for $977,000 (see Note 5). The Company expects to continue incurring losses for the foreseeable future and may be required to raise additional capital to pursue its therapeutic product development initiatives. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of this report. The Company has been successful over the last 12 months in raising additional capital including the completed closings pursuant to the 2016 Sabby Purchase Agreement, the 2017 Aspire Purchase Agreement and the concurrent financing associated with the merger of Essentialis. Management believes that the Company will continue to have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means; however, other than the 2017 Aspire Purchase Agreement, the Company has not secured any commitment for future financing at this time, nor can it provide any assurance that new financing will be available on commercially acceptable terms, if at all. If the Company is unable to secure additional capital, it may be required to curtail its development of its therapeutic product development initiative and take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company’s efforts complete its therapeutic development program, which is critical to the realization of its business plan and the future operations of the Company.	Note 2. Liquidity, Financial Condition and Management’s Plans The Company had a net loss of $12.1 million for the year ended December 31, 2016 and has an accumulated deficit of approximately $98.3 million at December 31, 2016 from having incurred losses since its inception. The Company has approximately $2.1 million of working capital at December 31, 2016 and used approximately $13.5 million of cash in its operating activities during the year ended December 31, 2016. The Company has financed its operations principally through issuances of equity securities. On July 24, 2015, the Company entered into the 2015 Aspire Purchase Agreement with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $10.0 million in value of shares of the Company’s Common Stock over the 24-month term of the Aspire Purchase Agreement. During the quarter ended September 30, 2015, the Company issued an aggregate of 101,317 shares of Common Stock to Aspire Capital in exchange for approximately $1.4 million. On October 12, 2015, the Company entered into a 2015 Purchase Agreement with Sabby to purchase up to $10 million worth of Series A Convertible Preferred Stock (the “Preferred Stock”). The sale of the Preferred Stock took place in two separate closings. On October 15, 2015, the date of the first closing, the Company received proceeds of approximately $4.1 million, net of $0.4 million in estimated expenses. Upon the second closing, which closed on January 8, 2016, the Company received proceeds of approximately $5.0 million, net of $0.5 million in estimated expenses. On June 29, 2016, the Company entered into the 2016 Sabby Purchase Agreement with Sabby, pursuant to which the Company agreed to sell to Sabby, in a private placement, an aggregate of up to 13,780 shares of our Series B Convertible Preferred Stock at an aggregate purchase price of $13,780,000, which shares are convertible into 2,756,000 shares of our Common Stock, based on a fixed conversion price of $5.00 per share on an as-converted basis. Under the terms of the Series B Convertible Preferred Stock, in no event shall shares of Common stock be issued to Sabby upon conversion of the Series B Convertible Preferred Stock to the extent such issuance of shares of Common Stock would result in Sabby having ownership in excess of 4.99%. In connection with the 2016 Sabby Purchase Agreement, the Company also repurchased an aggregate of 7,780 shares of Series A Convertible Preferred Stock held by Sabby for an aggregate amount of $7,780,000, which shares were originally purchased by Sabby under the 2015 Sabby Purchase Agreement and which shares represent 841,081 shares of Common Stock on an as-converted basis. The sale of the Series B Convertible Preferred Stock occurred in two separate closings. On July 5, 2016, the date of the first closing under the 2016 Sabby Purchase Agreement, the Company received proceeds of approximately $1.3 million, net of $0.1 million in estimated expenses. On September 29, 2016, the date of the second closing under the 2016 Sabby Purchase Agreement, the Company received proceeds of approximately $4.4 million, net of $0.3 million in estimated expenses. After repurchase of the Series A Convertible Preferred Stock and estimated transaction expenses, the Company received approximately $5.6 million of net proceeds (see Note 8). On December 22, 2016, the Company entered into the Merger Agreement and Plan with Essentialis. Consummation of the merger was subject to various closing conditions, including our consummation of a financing of at least $8 million at, or substantially contemporaneous with, the closing of the merger, which occurred on March 7, 2017 and the receipt of stockholder approval of the merger at a special meeting of our stockholders, which the Company received on March 6, 2017 (see Note 14). On January 27, 2017, the Company entered into the 2017 Aspire Purchase Agreement with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $17.0 million in value of shares of our Common Stock over the 30-month term of the purchase agreement. Further, on the date of the closing of the financing, as defined in the Merger Agreement, the Company shall sell to Aspire Capital, and Aspire Capital shall purchase from the Company an aggregate of $2.0 million of the Company’s common stock (see Note 14). During the year ended December 31, 2016, the Company implemented plans to reduce its expenses, including reducing its workforce, eliminating outside consultants, reducing legal fees and implementing a plan to allow Board members to receive common stock, in lieu of cash payments. The Company expects to continue incurring losses for the foreseeable future and may be required to raise additional capital to complete its clinical trials, pursue product development initiatives and penetrate markets for the sale of its products. Management believes that the Company’s commercial products, including CoSense, the other neonatology products and Serenz, and the distribution strategies implemented will begin to generate meaningful revenue and corresponding cash. In addition, the Company has been successful over the last 12 months in raising additional capital including the completed closings pursuant to the 2015 Sabby Purchase Agreement, the 2016 Sabby Purchase Agreement on June 29, 2016 and the financing completed as part of the merger with Essentialis. Management believes that the Company will continue to have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means. If the Company is unable to secure additional capital, it may be required to curtail its clinical trials and development of new products and take additional measures to reduce costs in order to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These measures could cause significant delays in the Company’s efforts to complete its clinical trials and commercialize its products, which is critical to the realization of its business plan and the future operations of the Company. Management believes that the Company has sufficient capital resources, after considering the $10 million of financing that the Company received on March 7, 2017 (see Note 14) to sustain operations through at least the next twelve months from the date of this filing.

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

There have been no material changes to the significant accounting policies during the nine months ended September 30, 2017, as compared to the significant accounting policies described in Note 3 of the “Notes to Consolidated Financial Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Below are those policies with current period updates:

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States, or GAAP, for complete financial statements. The condensed consolidated balance sheet at December 31, 2016, has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company’s financial position as of September 30, 2017, and results of its operations for the three and nine months ended September 30, 2017, and 2016, and cash flows for the nine months ended September 30, 2017, and 2016. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Certain prior period amounts have been reclassified to conform to current period presentation. These classifications have no effect on the previously reported net loss of loss per share.

The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2016, included in the elsewhere in this Prospectus.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and

reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those

estimates. Key estimates included in the financial statements include the valuation of: deferred income tax assets, liability and equity instruments, stock-based compensation, acquired intangibles, contingent earn-out consideration, and allowances for accounts receivable and inventory.

Inventory

As of September 30, 2017, and December 31, 2016, the Company had no inventory in continuing operations.

Business Combinations

For business combinations the Company utilizes the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. This standard requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The allocation of the purchase price is dependent upon certain valuations and other studies. Acquisition costs are expensed as incurred.

The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the acquisition date fair values of the assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may retroactively record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

Intangible Assets

Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range in term from 5 to 12 years. The useful life of the intangible asset is evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining useful life.

Common Stock Purchase Warrants and Other Derivative Financial Instruments

The Company classifies Common Stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions, as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which consist of Series A and Series C Warrants to purchase Common Stock, do not satisfy the criteria for classification as equity instruments due to the existence of certain cash settlement features that are not within the sole control of the Company or variable settlement provision that cause them to not be indexed to the Company’s own stock; accordingly, they are recorded as liabilities on the balance sheet.

Recent Accounting Pronouncements

In July 2017, FASB issued ASU No. 2017-11, Earnings per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 consists of two parts. The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update re-characterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is in the process of evaluating this ASU and adoption of this ASU is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations.

In May 2017, the FASB issued ASU 2017-09: Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting which clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The standard is effective beginning after December 15, 2017; early adoption is permitted. The Company is currently evaluating the effect that ASU 2017-09 will have on the Company’s condensed consolidated financial position and results of operations.

In January 2017, the FASB issued ASU 2017-04: “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which removes Step 2 from the goodwill impairment test. It is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment test performed with a measurement date after January 1, 2017. The Company is currently evaluating the effect that ASU 2017-04 will have on the Company’s condensed consolidated financial position and results of operations.

In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Early application of the amendments in ASU 2017-01 are allowed for transactions for which the acquisition date is before the effective date of the amendments, but only when the transactions have not been reported in the financial statements that have been issued. The Company early adopted ASU 2017-01 for the acquisition of Essentialis, Inc. (see Note 11).

Besides the accounting pronouncement above, there have been no other new accounting pronouncements or changes to accounting pronouncements during the nine months ended September 30, 2017, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, that are of significance or potential significance to the Company.

Note 3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

Principles of Consolidation

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

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those estimates. Key estimates included in the financial statements include the valuation of deferred income tax assets, the valuation of financial instruments, stock-based compensation, value and life of acquired intangibles, and allowances for accounts receivable and inventory.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents at two commercial banks that management believes are of high credit quality. Cash and cash equivalents deposited with these commercial banks exceeded the Federal Deposit Insurance Corporation insurable limit at December 31, 2016 and December 31, 2015. The Company expects this to continue.

Segments

The Company operates in one segment. Management uses one measurement of profitability and does not segregate its business for internal reporting, making operating decisions, and assessing financial performance. All long-lived assets are maintained in the United States of America.

Cash and Cash Equivalents

The Company considers all highly liquid investments, including its money market fund, purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents are held in institutions in the U.S. and the U.K. and include deposits in a money market fund which was unrestricted as to withdrawal or use. Restricted cash is security of the Company credit card.

Accounts Receivable

Accounts receivable as of December 31, 2016 consist of balances due from customers in the normal course of business. The Company did not record an allowance for doubtful accounts as this balance was deemed fully collectible.

Accounts receivable are classified as Assets Held for Sale. See Note 14.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of payments primarily related to insurance and short-term deposits. Prepaid expenses are initially recorded upon payment and are expensed as goods or services are received.

Inventory

Inventory as of December 31, 2016 consisted of raw materials to be used in the assembly of our products. As of December 31, 2016, the Company’s inventory includes approximately $382 thousand of raw material, $101 thousand of work-in-process and $177 thousand of finished goods. Inventory is stated at the lower of cost or market under the first-in, first-out (FIFO) method.

Inventory is classified as Assets Held for Sale. See Note 14.

Patent

On June 30, 2015, the Company entered into an amendment of the BDDI Asset Purchase Agreement, under which the Company committed to pay aggregate cash payments of $450,000 and issued 8,000 shares of Common Stock to an affiliate of BDDI. With respect to the aggregate cash payments of $450,000, the Company paid an affiliate of BDDI an initial sum of $150,000 on July 1, 2015, and is obligated to pay $100,000 on each of the six, twelve and eighteen-month anniversaries of the signing of the amended agreement. The Company made the final installment of $100,000 on December 22, 2016. Under the original Asset Purchase Agreement dated June 11, 2010, the Company purchased a patent for Breath End Tidal Gas Monitor. The patent was issued on June 19, 2003 and expires on August 1, 2027. The Company has capitalized the fair value of the patent purchased as an intangible asset on its consolidated balance sheet, and is amortizing the fair value over the remaining useful life of the patent.

The Patent is reported as an Intangible Asset and classified as Assets Held for Sale. See Note 14.

Business Combinations

For business combinations the Company utilizes the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. These standards require that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The allocation of the purchase price is dependent upon certain valuations and other studies. Acquisition costs are expensed as incurred.

The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the acquisition date fair values of the assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may retroactively record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

Property and Equipment, Net

Property and equipment are stated at cost net of accumulated depreciation and amortization calculated using the straight-line method over the estimated useful lives of the assets, generally between three and five years. Leasehold improvements are amortized on a straight-line basis over the lesser of their useful life or the remaining term of the lease. Maintenance and repairs are charged to expense as incurred, and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized.

Certain property and equipment are classified as Assets Held for Sale. See Note 14.

Long-Lived Assets

The Company reviews its long-lived assets for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value.

Intangible Assets

Intangible Assets are classified as Assets Held for Sale. See Note 14.

Intangible assets consist of the following at December 31, 2016:


	Amount		Accumulated Amortization			Net Amount		Useful Lives (years)
Patents and trademarks	$	697,890	$	(105,524	)	$	592,366		5-12
Customer contracts		259,730		(34,631	)		225,099		10

Total	$	957,620	$	(140,155	)	$	817,465

Future amortization expense for intangible assets over their remaining useful lives is as follows:


Year ending December 31:	Patents and trademarks		Customer contracts		Total Amortization
2017	$	73,370	$	25,973	$	99,343
2018		73,370		25,973		99,343
2019		73,370		25,973		99,343
2020		64,310		25,973		90,283
2021		46,192		25,973		72,165
2022 and thereafter		261,754		95,234		356,988

Total	$	592,366	$	225,099	$	817,465

Amortization expense for the years ended December 31, 2016 and December 31, 2105 was $99,343 and 40,813, respectively.

Goodwill

The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its implied fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. The Company did not perform the qualitative assessment, but made its determination using the quantitative approach for goodwill impairment. Using the quantitative approach, the Company determined that there was no impairment of goodwill for the year ended December 31, 2016.

Goodwill is classified as Assets Held for Sale. See Note 14.

Revenue Recognition

The Company began recognizing sales of CoSense during the year ended December 31, 2015. In addition, the Company began recognizing sales of NFI pulmonary resuscitation products after the acquisition of Neoforce’s assets in September 2015.

The Company recognizes revenue when all of the following criteria are met:

•

persuasive evidence of an arrangement exists;

•

the sales price is fixed or determinable;

•

collection of the relevant receivable is probable at the time of sale; and

•

delivery has occurred or services have been rendered.

For a majority of sales, where the Company delivers its product to hospitals or medical facilities, the Company recognizes revenue upon delivery, which represents satisfaction of the required revenue recognition criteria. The Company does not offer rights of return or price protection and it has no post-delivery obligations. The Company offers a limited one-year warranty to most customers. Estimated warranty obligations are recorded at the time of sale and to date, warranty costs have been insignificant.

The Company also recognized revenue related to a government grant awarded during the year ended December 31, 2015. There were no government grants awarded during the year ended December 31, 2016. Government grants provide funds for certain types of expenditures in connection with research and development activities over a contractually defined period. Revenue related to government grants is recognized in the period during which the related costs are incurred and the related services are rendered, provided that the applicable performance obligations under the government grants have been met. Funds received under government grants are recorded as revenue if the Company is deemed to be the principal participant in the contract arrangements because the activities under the contracts are part of the Company’s development programs. If the Company is not the principal participant, the funds from government grants are recorded as a reduction to research and development expense. Funds received from government grants are not refundable and are recognized when the related qualified research and development expenses are incurred and when there is reasonable assurance that the funds will be received.

Revenues are reported as Discontinued Operations. See Note 14.

Research and Development

Research and development costs are charged to operations as incurred. Research and development costs consist primarily of salaries and benefits, consultant fees, prototype expenses, certain facility costs and other costs associated with clinical trials, net of reimbursed amounts.

Costs to acquire technologies to be used in research and development that have not reached technological feasibility and have no alternative future use are expensed to research and development costs when incurred.

Certain Research and Development expenses are reported as Discontinued Operations. See Note 14.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts recorded for income tax purposes. A valuation allowance is provided against the Company’s deferred income tax assets when their realization is not reasonably assured.

The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available.

The loss from discontinued operations is reported net of the related effect for income taxes in the Statement of Operations.

Convertible Preferred Stock and other Hybrid Instruments

The Company’s convertible preferred stock was classified as permanent equity on its balance sheet in accordance with authoritative guidance for the classification and measurement of hybrid securities and distinguishing liability from equity instruments. The preferred stock is not redeemable at the option of the holder.

Further, the Company evaluated its Series A and Series B Convertible Preferred Stock and determined that it is considered an equity host under ASC 815, Derivatives and Hedging. In making this determination, the Company’s analysis followed the whole instrument approach which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company’s analysis was based on a consideration of the economic characteristics and risks of each series of preferred stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including (i) whether the preferred stock included redemption features, (ii) how and when any redemption features could be exercised, (iii) whether the holders of preferred stock were entitled to dividends, (iv) the voting rights of the preferred stock and (v) the existence and nature of any conversion rights. As a result of the Company’s conclusion that the preferred stock represents an equity host, the conversion feature of all series of preferred stock is considered to be clearly and closely related to the associated preferred stock host instrument. Accordingly, the conversion feature in the preferred stock is not considered an embedded derivative that requires bifurcation.

Common Stock Purchase Warrants and Other Derivative Financial Instruments

The Company classifies Common Stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of Series A, Series B, and Series C warrants to purchase Common Stock, do not satisfy the criteria for classification as equity instruments due to the existence of certain cash settlement features that are not within the sole control of the Company or variable settlement provision that cause them to not be indexed to the Company’s own stock.

Stock-Based Compensation

For stock options granted to employees, the Company recognizes compensation expense for all stock-based awards based on the estimated fair value on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service period. The fair value of stock options is determined using the Black-Scholes option pricing model. The determination of fair value for stock-based awards on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables.

Stock-based compensation expense related to stock options granted to non-employees is recognized based on the fair value of the stock options, determined using the Black-Scholes option pricing model, as they are earned. The awards generally vest over the time period the Company expects to receive services from the non-employee.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

In January 2017, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (ASU) 2017-04: “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ” (“ASU 2017-04”), which removes Step 2 from the goodwill impairment test. It is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment test performed with a measurement date after January 1, 2017. The Company expects that this new guidance will have an impact on its financial positions or results of operations, but the impact will not be material.

In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect this new guidance to have a material impact on its financial position, results of operations or financial statement disclosures.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” “(ASU 2016-18”). The update is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within those fiscal years. Early adoption is permitted. The purpose of Update No. 2016-18 is to clarify guidance and presentation related to restricted cash in the statement of cash flows. The amendment requires beginning-of-period and end-of-period total amounts shown on the statement of cash flows to include cash and cash equivalents as well as restricted cash and restricted cash equivalents. The Company is in the process of determining the effect that the adoption will have on its financial position, results of operations or financial statement disclosures.

In October 2016, the FASB issued updated guidance related to the recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. This guidance will be effective for the first quarter of tax year 2018; however, early adoption is permitted. The Company is evaluating the impact that this guidance will have its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)” (“ASU 2016-15”), which seeks to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For public entities, Update 2016-15 becomes effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the provisions of Update 2016-15 and assessing the impact, if any, it may have on its financial position, results of operations, cash flows or financial statement disclosures.

In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718)” (“ASU 2016-09”), which seeks to simplify accounting for share-based payment transactions including income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. For public entities, Update 2016-09 becomes effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. Early adoption is permitted. The Company has not yet determined the effect that ASU 2016-09 will have on its financial position, results of operations or financial statement disclosures.

In March 2016, the FASB issued guidance that involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance will be effective for the first quarter of tax year 2017; however, early adoption is permitted. The Company is evaluating the impact that this guidance will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard provides guidance intended to improve financial reporting about leasing transaction. The ASU affects all companies that lease assets such as real estate, airplanes and manufacturing equipment. The ASU will require companies that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new standard will take effect for fiscal years, and interim periods with those fiscal years, beginning after December 15, 2018. Early adoption is permitted. We have not determined the potential effects of this ASU on our consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Liabilities”(“ASU 2016-01”). ASU 2016-01 requires equity investments (excluding equity method investments and investments that are consolidated) to be measured at fair value with changes in fair value recognized in net income. Equity investments that do not have a readily determinable fair value may be measured at cost, adjusted for impairment and observable price changes. The ASU also simplifies the impairment assessment of equity investments, eliminates the disclosure of the assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at cost on the balance sheet and requires the exit price to be used when measuring fair value of financial instruments for disclosure purposes. Under ASU 2016-01, changes in fair value (resulting from instrument-specific credit risk) will be presented separately in other comprehensive income for liabilities measured using the fair value option and financial assets and liabilities will be presented separately by measurement category and type either on the balance sheet or in the financial statement disclosures. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company has not yet determined the effect that ASU 2016-01 will have on its financial position, results of operations, or financial statement disclosures.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The amendments is this ASU are intended to provide guidance on the responsibility of reporting entity management. Specifically, this ASU provides guidance to management related to evaluating whether there is substantial doubt about the reporting entity’s ability to continue as a going concern and about related financial statement note disclosures. Although the presumption that a reporting entity will continue to operate as a going concern is fundamental to the preparation of financial statements, prior to the issuance of this ASU, there was no guidance in U.S. generally accepted accounting principles (U.S. GAAP) related to the concept. Due to the lack of guidance in U.S. GAAP, practitioners and their clients often faced challenges in determining whether, when, and how a reporting entity should disclose the relevant information in its financial statements. As a result, the FASB issued this guidance to require management evaluation and potential financial statement disclosures. This ASU will be effective for financial statements with periods ending after December 15, 2016. The Company adopted the ASU during the year and performed going concern evaluations for its 2016 calendar year-endfinancial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, “Revenue Recognition - Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized when the transfer of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable readers of the Company’s financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 also requires disclosure of information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application. ASU 2014-09 will be effective for the Company beginning in fiscal 2019 as a result of ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which was issued by the FASB in August 2015 and extended the original effective date by one year. The Company is currently evaluating the impact of adopting the available methodologies of ASU 2014-09 and 2015-14 upon its financial statements in future reporting periods. The Company has not yet selected a transition method. The Company is in the process of evaluating the new standard against its existing accounting policies, including the timing of revenue recognition, and its contracts with customers to determine the effect the guidance will have on its financial statements and what changes to systems and controls may be warranted.

There have been four new ASUs issued amending certain aspects of ASU 2014-09, ASU 2016-08, “Principal versus Agent Considerations (Reporting Revenue Gross Versus Net),” was issued in March, 2016 to clarify certain aspects of the principal versus agent guidance in ASU 2014-09. In addition, ASU 2016-10, “Identifying Performance Obligations and Licensing,” issued in April 2016, amends other sections of ASU 2014-09 including clarifying guidance related to identifying performance obligations and licensing implementation. ASU 2016-12, “Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients” provides amendments and practical expedients to the guidance in ASU 2014-09 in the areas of assessing collectibility, presentation of sales taxes received from customers, noncash consideration, contract modification and clarification of using the full retrospective approach to adopt ASU 2014-09. Finally, ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” was issued in December 2016, and provides elections regarding the disclosures required for remaining performance obligations in certain cases and also makes other technical corrections and improvements to the standard. With its evaluation of the impact of ASU 2014-09, the Company will also consider the impact on its financial statements related to the updated guidance provided by these four new ASUs.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Fair Value of Financial Instruments

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 4. Fair Value of Financial Instruments

The carrying value of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the short-term nature of these items.

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

•

Level I Unadjusted quoted prices in active markets for identical assets or liabilities;

•

Level II Inputs other than quoted prices included within Level I that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

•

Level III Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table sets forth the Company’s financial instruments that were measured at fair value on recurring basis by level within the fair value hierarchy (in thousands).


	Fair Value Measurements at September 30, 2017
	Total		Level 1		Level 2		Level 3
Liabilities
Series A warrant liability	$	289	$	289	$	—	$	—
Series C warrant liability		20		—		—		20

Total liabilities	$	309	$	289	$	—	$	20



	Fair Value Measurements at December 31, 2016
	Total		Level 1		Level 2		Level 3
Liabilities
Series A warrant liability	$	194	$	194	$	—	$	—
Series C warrant liability		86		—		—		86

Total common stock warrant liability	$	280	$	194	$	—	$	86

The agreement to pay the annual royalty in the NeoForce acquisition (Note 8) resulted in the recognition of a contingent consideration, which was recognized on the acquisition date. Subsequent changes to estimates of the amount of contingent consideration to be paid were recognized as charges or credits in the statement of operations. The fair value of the contingent consideration was based on preliminary cash flow projections, growth in expected product sales and other assumptions. Based on the assumptions, the fair value of the royalty obligation was determined to be $153,000 at September 30, 2016. The fair value of the royalty obligation was determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate of 20% commensurate with the Company’s cost of capital and expectation of the revenue growth for products at their life cycle stage. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. The Neo Force royalty obligation was assumed by Flexicare Medical Limited to whom the company sold NFI on July 18, 2017 (see Note 5).

The agreement to pay the commercial milestones in the Essentials acquisition resulted in the recognition of a contingent consideration, which is recognized at the inception of the transaction, and subsequent changes to estimate of the amounts of contingent consideration to be paid will be recognized as charges or credits in the statement of operations. The fair value of the contingent consideration is based on the Company’s analysis of the likelihood of the drug indication moving from phase II through approval in the FDA approval process and then reaching the cumulative revenue milestones. Based on the assumptions, the fair value of the milestone obligation was determined to be $1.1 million at March 7, 2017. There was no change to the fair value of the contingent consideration as of September 30, 2017. The fair value of the contingent consideration was determined by applying a 15.3% probability of achieving each milestone. Additionally, the Company made an assessment that the commercial milestones of $100 million and $200 million in applicable revenue could be reached in 2023 and 2025, respectively. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance.

On January 13, 2016, the Company entered into an agreement to sublease its excess space located in Redwood City. By the end of February 2016 the Company removed all equipment, furniture and fixtures being stored in this excess space and ceased use of this space. The fair value of the cease-use liability was calculated using the remaining lease payments, offset by future sub-lease payments, offset by deferred rent amortization, and discounted to present value using our current cost of capital of 20%. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance.

During the periods presented, the Company has not changed the manner in which it values liabilities that are measured at fair value using Level 3 inputs. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the periods presented.

As of September 30, 2017, and December 31, 2016, the Company had $5.3 million and $2.6 million in money market funds, respectively.

The following table sets forth a summary of the changes in the fair value of the Company’s Level 1 and Level 3 warrants, which are treated as liabilities, as follows (dollars in thousands).


	Series A Warrant				Series C Warrant
	Number of Warrants		Liability		Number of Warrants		Liability
Balance at December 31, 2016		485,121	$	194		118,083	$	86
Change in value of Series A Warrants		—		95		—		—
Change in value of Series C Warrants		—		—		—		(66	)

Balance at September 30, 2017		485,121	$	289		118,083	$	20

Note 4. Fair Value of Financial Instruments

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:

•

Level I Unadjusted quoted prices in active markets for identical assets or liabilities;

•

Level III Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):


	Fair Value Measurements at December 31, 2016
	Total		Level 1		Level 2		Level 3
Assets

Money market fund	$	2,563,247	$	2,563,247		—		—

Liabilities
Series A warrant liability		194,048		194,048		—		—
Series C warrant liability		85,490		—		—		85,490

Total common stock warrant liability	$	279,538	$	194,048		—	$	85,490



	Fair Value Measurements at December 31, 2015
	Total		Level 1		Level 2		Level 3
Assets

Money market fund	$	3,803,929	$	3,803,929		—		—

Liabilities
Series A warrant liability		1,212,803		1,212,803		—		—
Series B warrant liability		865,000		—		—		865,000
Series C warrant liability		462,437		—		—		462,437

Total common stock warrant liability	$	2,540,240	$	1,212,803		—	$	1,327,437

The Series A Warrant is a registered security that trades on the open market. The fair value of the Series A Warrant liability is based on the publicly quoted trading price of the warrants which is listed on and obtained from NASDAQ. Accordingly, the fair value of Series A Warrants is a Level 1 measurement. The fair value measurements of the Series B and Series C Warrants are based on significant inputs that are unobservable and thus represent Level 3 measurements. The Company’s estimated fair value of the Series B Warrant liability is calculated using a Monte Carlo simulation. Key assumptions include the volatility of the Company’s stock, the expected warrant term, expected dividend yield and risk-free interest rates. (see Note 6) The Company’s estimated fair value of the Series C Warrant liability is calculated using the Black-Scholes valuation model, which is equivalent to fair value computed using the Binomial Lattice Option Model. Key assumptions include the volatility of the Company’s stock, the expected warrant term, expected dividend yield and risk-free interest rates. (see Note 6) The Level 3 estimates are based, in part, on subjective assumptions.

The agreement to pay the annual royalty in the NeoForce acquisition resulted in the recognition of a contingent consideration, which was recognized on the acquisition date. Subsequent changes to estimates of the amount of contingent consideration to be paid will be recognized as charges or credits in the statement of operations. The fair value of the contingent consideration is based on preliminary cash flow projections, growth in expected product sales and other assumptions. Based on the assumptions, the fair value of the royalty obligation was determined to be $153 thousand at the date of acquisition and $136 thousand as of December 31, 2016. The fair value of the royalty obligation was determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate of 20% commensurate with the Company’s cost of capital and expectation of the revenue growth for products at their life cycle stage. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance.

On January 13, 2016, we entered into an agreement to sublease our excess space located in Redwood City. By the end of February, we removed all equipment, furniture and fixtures being stored in this excess space and ceased use of this space. The fair value of the cease-use liability was calculated using the remaining lease payments, offset by future sub-lease payments, offset by deferred rent amortization, and discounted to present value using our current cost of capital of 20%. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance.

The following table sets forth a summary of the changes in the fair value of the Company’s Level 1 and Level 3 financial instruments, which are treated as liabilities, as follows:


	Series A Warrant					Series B Warrant						Series C Warrant
	Number of Warrants		Liability			Number of Warrants			Liability			Number of Warrants		Liability
Balance at December 31, 2015		485,121	$	1,212,803			23,316		$	865,000			118,083	$	462,437
Change in value of Series A Warrants		—		(1,018,755	)		—			—			—		—
De-recognition of Series B Warrant liability upon cashless exercise of warrants (97,040 shares issued)		—		—			(20,460	)		(593,584	)		—		—
De-recognition of Series B Warrant liability upon expiration		—		—			(2,856	)		—			—		—
Change in value of Series B Warrants		—		—			—			(271,416	)		—		—
Change in value of Series C Warrants		—		—			—			—			—		(376,947	)

Balance at December 31, 2016		485,121	$	194,048			—		$	—			118,083	$	85,490

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property and Equipment, Net

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Note 5. Property and Equipment, Net

Property and equipment consisted of the following:


	December 31, 2016			December 31, 2015
Furniture and fixtures	$	23,074		$	15,439
Computer hardware		56,527			43,469
Leasehold improvements		12,849			9,117

		92,450			68,025
Less accumulated depreciation and amortization		(50,429	)		(32,562	)

Total	$	42,021		$	35,463

Depreciation expense was $18,670 and $10,274 for the fiscal years ended December 31, 2016 and December 31, 2015, respectively.

Depreciation expense of $13,628 and $57,141 was classified in discontinued operations for the years ended December 31, 2016, and 2015, respectively.

Warrant Liabilities

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Equity [Abstract]

Warrant Liabilities

Note 6. Warrant Liabilities

Warrants terms

The Company has issued and outstanding Series A Warrants and Series C Warrants (the “Warrants”).

The Company’s Warrants contain standard anti-dilution provisions for stock dividends, stock splits, subdivisions, combinations and similar types of recapitalization events. They also contain a cashless exercise feature that provides for their net share settlement at the option of the holder in the event that there is no effective registration statement covering the continuous offer and sale of the warrants and underlying shares. The Company is required to comply with certain requirement to cause or maintain the effectiveness of a registration statement for the offer and sale of these securities. The Warrant contracts further provide for the payment of liquidated damages at an amount per month equal to 1% of the aggregate VWAP of the shares into which each Warrant is convertible into in the event that the Company is unable to maintain the effectiveness of a registration statement as described herein. The Company evaluated the registration payment arrangement stipulated in the terms of these securities and determined that it is probable that the Company will maintain an effective registration statement and has therefore not allocated any portion of the Company’s cash or cash equivalents to the registration payment arrangement. The Warrants also contain a fundamental transactions provision that permits their settlement in cash at fair value at the option of the holder upon the occurrence of a change in control. Such change in control events include tender offers or hostile takeovers, which are not within the sole control of the Company as the issuer of these Warrants. Accordingly, the Warrants are considered to have a cash settlement feature that precludes their classification as equity instruments. Settlement at fair value upon the occurrence of a fundamental transaction would be computed using the Black Scholes Option Pricing Model.

Accounting Treatment

The Company accounts for the Warrants in accordance with the guidance in ASC 815 Derivatives and Hedging. As indicated above, the Company may be obligated to settle Warrants in cash in the case of a Fundamental Transaction.

The Company classified the Warrants as liabilities at their fair value and will re-measure the warrants at each balance sheet date until they are exercised or expire. Any change in the fair value is recognized as other income (expense) in the Company’s statement of operations.

Under ASC 815-40-35, the Company adopted a sequencing policy that reclassifies contracts, with the exception of stock options, from equity to assets or liabilities for those with the latest inception date first. Future issuance of securities will be evaluated as to reclassification as a liability under our sequencing policy of latest inception date first until either all of the Series B Warrants are settled or expire. The Series B Warrants expired on February 12, 2016.

Series A Warrants

The Company has issued 489,921 Series A Warrants to purchase shares of its Common Stock at an exercise price of $32.50 per share in connection with the unit offering offered in the Company’s initial public offering (“IPO”) in November 2014. The Series A Warrants are exercisable at any time prior to the expiration of the five-year term on November 12, 2019.

Upon the completion of the IPO, the Series A Warrants started trading on the NASDAQ under the symbol CAPNW, and now under the symbol SLNOW as the result of the The Company name change to Soleno Therapeutics, Inc. in May 2017. As the Series A Warrants are publicly traded, the Company uses the closing price on the measurement date to determine the fair value of these the Series A Warrants.

Since their issuance, a total of 4,800 Series A Warrants have been exercised. As of September 30, 2017, the fair value of the 485,121 outstanding Series A Warrants was approximately $289,000, and the decrease of $126,000 and the increase of $95,000, respectively, in fair value during the three and nine months ended September 30, 2017, was recorded as other income and other expense, respectively, in the statement of operations. As of September 30, 2016, the fair value of the outstanding Series A warrants was approximately $509,000, and the decrease of $121,000 and $703,000 in fair value during the three and nine months ended September 30, 2016, was recorded as other income in the statement of operations.

Series B Warrants

The Company issued 489,921 Series B Warrants to purchase shares of its Common Stock at an exercise price of $32.50 per share in connection with the IPO. Certain Series B Warrant holders elected to exercise Series B Warrants for an aggregate of 117,902 shares of Common Stock and a new Series C Warrant for each share of Common Stock for which the Series B Warrants were exercised. Between January 1, 2016, and the expiration of the Series B Warrants on February 12, 2016, certain holders of the Series B Warrants exercised in cashless transactions a total of 20,460 Series B Warrants resulting in the issuance of 97,100 shares of Common Stock. The remaining Series B Warrants expired on February 12, 2016 and no Series B Warrants remain outstanding thereafter.

Series C Warrants

On March 5, 2015, the Company entered into separate agreements with certain Series B Warrant holders, who agreed to exercise their Series B Warrants to purchase an aggregate of 117,902 shares of the Company’s Common Stock at an exercise price of $32.50 per share, resulting in the de-recognition of $6.7 million of Series B Warrant liability and gross proceeds to the Company of approximately $3.8 million based on the exercise price of the Series B Warrants. In connection with this exercise of the Series B Warrants, the Company issued to each investor who exercised Series B Warrants, new Series C Warrants for the number of shares of the Company’s Common Stock underlying the Series B Warrants that were exercised. Each Series C Warrant is exercisable at $31.25 per share and will expire on March 5, 2020.

In April 2015, the Company issued a tender offer to the remaining holders of Series B Warrants to induce the holders to cash exercise the outstanding Series B Warrants in exchange for new Series C Warrants with an exercise price of $31.25 per share that expire on March 5, 2020. The tender offer was extended to Series B Warrant holders under a registration statement filed with the SEC on Form S-4, which was declared effective on June 25, 2015, and expired on July 24, 2015. During July 2015, certain Series B Warrant holder(s) tendered their Series B Warrants under the tender offer, which resulted in the issuance of 181 shares of the Company’s Common Stock, the issuance of 905 Series C Warrants and proceeds to the Company of $5,882.

The Series C Warrants are exercisable into 118,083 shares of the Company’s Common Stock. As of September 30, 2017, the fair value of the Series C Warrants was determined to be $20,000. The decline in the fair value of the Series C Warrants of $4,000 during the three months ended September 30, 2017 and $66,000 in the nine months ended September 30, 2017, was recorded as other income in the consolidated statement of operations. As of September 30, 2016, the fair value of the Series C Warrants was determined to be $115,000. The decline in the fair value of the warrants of $79,000 during the three months ended September 30, 2016, and $348,000 in the nine months ended September 30, 2016 was recorded as other income in the consolidated statement of operations.

The Company has calculated the fair value of the Series C Warrants using a Black-Scholes pricing model, which requires the input of highly subjective assumptions including the expected stock price volatility. The Company used the following inputs:


	June 30, 2017			December 31, 2016
Volatility		90	%		90	%
Expected Term (years)		2.42			3.17
Expected dividend yield		—	%		—	%
Risk-free rate		1.53	%		1.51	%

Note 6. Warrant Liabilities

Warrants terms

The Company has issued Series A Warrants, Series B Warrants and Series C Warrants (the “Warrants”).

The Company’s Series A, Series B and Series C Warrants contain standard anti-dilution provisions for stock dividends, stock splits, subdivisions, combinations and similar types of recapitalization events. They also contain a cashless exercise feature that provides for their net share settlement at the option of the holder in the event that there is no effective registration statement covering the continuous offer and sale of the warrants and underlying shares. The Company is required to comply with certain requirement to cause or maintain the effectiveness of a registration statement for the offer and sale of these securities. The Warrant contracts further provide for the payment of liquidated damages at an amount per month equal to 1% of the aggregate VWAP of the shares into which each Warrant is convertible into in the event that the Company is unable to maintain the effectiveness of a registration statement as described herein. The Company evaluated the registration payment arrangement stipulated in the terms of these securities and determined that it is probable that the Company will maintain an effective registration statement and has therefore not allocated any portion of the IPO or Private Transaction proceeds to the registration payment arrangement. The Warrants also contain a fundamental transactions provision that permits their settlement in cash at fair value at the option of the holder upon the occurrence of a change in control. Such change in control events include tender offers or hostile takeovers, which are not within the sole control of the Company as the issuer of these warrants. Accordingly, the warrants are considered to have a cash settlement feature that precludes their classification as equity instruments. Settlement at fair value upon the occurrence of a fundamental transaction would be computed using the Black Scholes Option Pricing Model, which is equivalent to fair value computed using the Binomial Lattice Option Model.

Accounting Treatment

The Company classified the Warrants, with a term greater than one year, as long term liabilities at their fair value and will re-measure the warrants at each balance sheet date until they are exercised or expire. Any change in the fair value is recognized as other income (expense) in the Company’s statement of operations. The Series B Warrant liability was classified as a current liability in the year ended December 31, 2015, as the Warrants were set to expire on February 12, 2016.

Series A Warrants

Upon the completion of the IPO, the Series A Warrants started trading on the NASDAQ under the symbol CAPNW. As the Series A Warrants are publicly traded, the Company uses the closing price on the measurement date to determine the fair value of these the Series A Warrants.

Since their issuance, a total of 4,800 Series A Warrants have been exercised. As of December 31, 2016, the fair value of the 485,121 outstanding Series A Warrants was approximately $194 thousand, and the decrease of $1 million in fair value during the year ended December 31, 2016 was recorded as other income in the statement of operations.

Series B Warrants

The Company issued 489,921 Series B Warrants to purchase shares of its Common Stock at an exercise price of $32.50 per share in connection with the IPO.

Between January 1, 2016, and the expiration date of the Series B Warrants of February 12, 2016, certain holders of Series B warrants cashless exercised a total of 20,460 Series B Warrants resulting in the issuance of 97,040 shares of Common Stock and the derecognition of approximately $593 thousand in Series B Warrant liability. The remaining Series B Warrant liability was reduced to zero upon expiration resulting in the recording of $272 thousand in other income in the statement of operations. The remaining Series B Warrants expired unexercised on February 12, 2016.

As of February 12, 2016 and December 31, 2015 the Company used a Monte Carlo simulation to calculate the fair value of its Series B Warrant liability. This model is dependent upon several variables such as the warrant’s term, exercise price, current stock price, risk-free interest rate estimated over the contractual term, estimated volatility of our stock over the term of the warrant and the estimated market price of our stock during the cashless exercise period. The risk-free rate is based on U.S. Treasury securities with similar maturities as the expected terms of the warrants. The volatility is estimated based on blending the volatility rates for a number of similar publicly-traded companies. The Company used the following inputs:


	February 12, 2016			December 31, 2015
Volatility		90	%		90	%
Expected Term (years)		0.00			0.12
Expected dividend yield		—	%		—	%
Risk-free rate		0.65	%		0.65	%

In addition to the assumptions above, the Company’s estimated fair value of the Series B Warrant liability is calculated using other key assumptions. Management, with the assistance of an independent valuation firm, makes these subjective determinations based on available current information; however, as such information changes, so might management’s determinations and such changes could have a material impact on future operating results.

Series C Warrants

In April 2015, the Company issued a tender offer to the remaining holders of Series B Warrants to induce the holders to cash exercise the outstanding Series B Warrants in exchange for new Series C Warrants with an exercise price of $31.25 per share that expire on March 5, 2020. The tender offer was extended to Series B Warrant holders under a registration statement filed with the SEC on Form S-4, which was declared effective on June 25, 2015 and expired on July 24, 2015. During July 2015, certain Series B Warrant holder(s) tendered their Series B Warrants under the tender offer, which resulted in the issuance of 181 shares of the Company’s Common Stock, the issuance of 181 Series C Warrants and proceeds to the Company of $5,882.

The Series C Warrants are exercisable into 118,083 shares of the Company’s Common Stock. As of December 31, 2016, the fair value of the Series C Warrants was determined to be $85,490. The decline in the fair value of the liability for the Series C Warrants of $376,947 in the year ended December 31, 2016 was recorded as other income in the consolidated statement of operations.

The Company has calculated the fair value of the Series C Warrants using a Black-Scholes pricing model, which is equivalent to the fair value computed using the Binomial Lattice Option Model. The Black-Scholes pricing model requires the input of highly subjective assumptions including the expected stock price volatility. The Company used the following inputs:


	December 31, 2016			December 31, 2015
Volatility		90	%		90	%
Expected Term (years)		3.17			4.17
Expected dividend yield		—	%		—	%
Risk-free rate		1.51	%		1.76	%

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8. Commitments and Contingencies

Facility Leases

On July 1, 2015 the Company executed a new four year non-cancelable operating lease agreement for 8,171 square feet of office space for its headquarters facility. The lease agreement provides for monthly lease payments of $23,300 beginning in September of 2015, with increases in the following three years. An additional 5,265 square feet of office space became part of the new lease agreement on March 1, 2016.

The Company leases office space under a non-cancelable operating lease agreement which was set to expire in May 2015. On February 2, 2015, the Company signed an amendment to its lease agreement, extending the lease through June 2018. The amendment provides for monthly lease payments of $22,000 beginning in June 2015, with increases in the following two years. The Company subleased this facility in January 2016 and ceased use of the facility in March 2016 (See Note 4).

The Company also leased approximately 2,100 square feet of office space for its operations in Ivyland, Pennsylvania under a month-to-month lease, which lease was assumed by Holdings pursuant to the Purchase completed on July 18, 2017 (see Note 5).

Rent expense was $405,000 and $462,000 during the nine months ended September 30, 2017, and 2016, respectively.

Contingencies

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

In connection with the acquisition of the assets of NeoForce, the Company agreed to pay the former NeoForce shareholder an annual royalty payment for a period of 36 months. The agreement to pay the annual royalty resulted in the recognition of a contingent consideration, which was recognized at the closing of the transaction, and subsequent changes to estimate of the amounts of contingent consideration to be paid will be recognized as charges or credits in the statement of operations. The fair value of the contingent consideration is based on preliminary cash flow projections, growth in expected product sales and other assumptions. Based on the assumptions, the fair value of the royalty obligation was determined to be $153,000 at June 30, 2016. The fair value of the royalty obligation was determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate of 20% commensurate with the Company’s cost of capital and expectation of the revenue growth for products at their life cycle stage. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance. The contingent consideration was classified as liabilities held for sale as of June 30, 2017. The Neo Force royalty obligation was assumed by Flexicare Medical Limited to whom the company sold NFI on July 18, 2017 (see Note 5).

In connection with the merger with Essentialis, the Company agreed to pay Essentialis stockholders earnout payments up to a maximum of $30 million upon the achievement of certain commercial milestones associated with the sale of Essentialis’ product. The agreement to pay the commercial milestones resulted in the recognition of a contingent consideration, which was recognized at the inception of the transaction, and subsequent changes to estimate of the amounts of contingent consideration to be paid will be recognized as charges or credits in the statement of operations. The fair value of the contingent consideration is based on the Company’s analysis of the likelihood of the drug indication moving from phase II through approval in the Federal Drug Administration approval process and then reaching the cumulative revenue milestones. Based on the assumptions, the fair value of the milestone obligation was determined to be $1.1 million at March 7, 2017. There was no change to the fair value of the contingent consideration as of September 30, 2017. The entire $1.1 million was classified as a long-term liability.

Note 7. Commitments and Contingencies

Facility Leases

The Company also leases approximately 2,100 square feet for its operations in Ivyland, Pennsylvania under a month-to-month lease.

Minimum rental commitments under all noncancelable leases with an initial term in excess of one year as of December 31, 2016 were as follows:


Year ending December 31:	Operating Leases
2017	$	750,118
2018		629,923
2019		334,747

Total	$	1,714,788

The table above does not consider the impact of lease payments the Company will receive under the sublease executed in January 2016.

Rent expense was $595,000 and $375,000 during the years ended December 31, 2016 and 2015, respectively.

Contingencies

As of December 31, 2016, the Company updated the cash flow and revenue projections. Based on the updated assumptions, the fair value of the net unpaid Royalty was determined to be $136,000. As a result, the Company recognized $15,000 of general and administrative expense in the statement of operations.

On February 28, 2017, the Company settled the Lawsuit (see Note 14) by agreeing to make additional supplemental disclosures and agreeing to pay $175,000 for dismissal of the Lawsuit. This amount was recorded as a current liability on the balance sheet as of December 31, 2016 and recognized as general and administrative expense in the statement of operations for the year ended December 31, 2016. The stipulation of dismissal is pending with the court.

Stockholders' Equity

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Equity [Abstract]

Stockholders' Equity

Note 9. Stockholders’ Equity

Convertible Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock.

The Company has issued a total of 13,780 Series B Convertible Preferred Stock under the 2016 Sabby Purchase Agreement, with a par value of $0.001 and a stated value of $1,000 per share. The Series B Convertible Preferred Stock is convertible to Common Stock of the Company at the rate of 200 shares of Common Stock for each converted share of Series B Convertible Preferred Stock. Under the terms of the Series B Convertible Preferred Stock, in no event shall shares of Common Stock be issued to Sabby upon conversion of the Series B Convertible Preferred Stock to the extent such issuance of shares of Common Stock would result in Sabby having ownership in excess of 4.99%. The Series B Convertible Preferred Stock do not have an expiration date and are not redeemable at the option of the holders. In connection with each close of the Series B Convertible Preferred Stock, the Company was obligated to repurchase the remaining outstanding Series A Convertible Preferred Stock at the original issuance price. In addition, the exercise price of the existing Series D Warrants originally issued in conjunction with the 2015 Sabby Purchase Agreement was reduced from $12.30 to $8.75 per share on the effective date of the 2016 Sabby Purchase Agreement. Sabby converted 1,000 shares of Series B Convertible Preferred Stock into 200,000 shares of Common Stock during 2016.

During the nine months ended September 30, 2017, Sabby converted 2,731 Series B Convertible Preferred stock into 546,200 shares of Common Stock. As of September 30, 2017, there were 10,049 Series B Convertible Preferred Stock outstanding.

Common Stock

The Company issued 3,783,388 shares of common stock to stockholders of Essentialis. The Company held back 182,675 shares of common stock as partial recourse to satisfy indemnification claims, and such shares will be issued to Essentialis stockholders on the 1 year anniversary of the closing of the merger. The Company is also obligated to issue an additional 913,389 shares of common stock to Essentialis stockholders upon the achievement of a development milestone.

The Company also issued 1,666,666 shares of common stock at $4.80 per share for an investment of $8 million from the completion of the concurrent financing and issued 416,666 shares of common stock at $4.80 per share for an investment of $2 million from Aspire Capital.

Stock Option Plan

The Company has adopted the 1999 Incentive Stock Plan, the 2010 Equity Incentive Plan, and the 2014 Equity Incentive Plan (together, the “Plans”). The 1999 Incentive Stock Plan expired in 2009, and the 2010 Equity Incentive Plan has been closed to new issuances. Therefore, the Company may issue options to purchase shares of common stock to employees, directors, and consultants only under the 2014 Equity Incentive Plan. Options granted under the 2014 Plan may be incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees and directors. NSOs may be granted to employees, directors, advisors, and consultants. The Board of Directors has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price.

Options are to be granted at an exercise price not less than fair value for an ISO or 85% of fair value for an NSO. For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be for less than 110% of fair value. The vesting period is normally monthly over a period of 4 years from the vesting date. The contractual term of an option is no longer than 5 years for ISOs for which the grantee owns greater than 10% of the voting power of all classes of stock and no longer than ten years for all other options.

Compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements as of September 30, 2017, and September 30, 2016.

Stock compensation expense (in thousands) was allocated between departments as follows.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Research & Development	$	43	$	41	$	140	$	116
Sales & Marketing		—		11		7		22
General & Administrative		183		154		708		422

Total	$	226	$	206	$	855	$	560

No options were granted during the three months ended September 30, 2017 and 2016, and the fair value of each award granted for the nine months ended September 30, 2017 and 2016, was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017	2016
Expected life (years)		—		—	5.5-6.08	5.5-6.08
Risk-free interest rate		—		—	1.9%-2.2%	1.3%-1.7%
Volatility		—		—	61%-69%	65% - 73%
Dividend rate		—		—	— %	— %

The Black-Scholes option-pricing model requires the use of highly subjective assumptions to estimate the fair value of stock-based awards. These assumptions include:

•

Expected volatility: The estimated volatility rate based on a peer index of common stock of comparable companies in the Company’s industry.

•

Expected term: The expected life of stock options represents the average of the contractual term of the options and the weighted-average vesting period, as permitted under the simplified method. The Company has elected to use the simplified method, as the Company does not have enough historical exercise experience to provide a reasonable basis upon which to estimate the expected term and the stock option grants are considered “plain vanilla” options.

•

Risk-free rate: The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected time to liquidity.

•

Expected dividend yield: The Company has never declared or paid any cash dividends and do not presently plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero.

The following table summarizes stock option transactions for the nine months ended September 30, 2017 as issued under the Plans:


	Shares Available for Grant			Number of Options Outstanding			Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)
Balance at January 1, 2017		191,771			581,686		$	17.10		8.48
Additional shares authorized		134,295			—
Amendment to plan to authorize additional shares		1,785,837			—
Options granted		(622,755	)		622,755			3.05
Options exercised		—			—
Options canceled/forfeited		132,437			(132,437	)		9.30

Balance at September 30, 2017		1,621,585			1,072,004			9.9		8.11

Options vested at September 30, 2017					533,202		$	14.05		6.96

Options vested and expected to vest at September 30, 2017					1,072,004		$	9.90		8.11

The weighted-average grant date fair value of employee options granted was $3.05 and $4.05 per share for the nine months ended September 30, 2017 and year ended December 31, 2016, respectively. At September 30, 2017, total unrecognized employee stock-based compensation was $1.4 million, which is expected to be recognized over the weighted-average remaining vesting period of 2.7 years. As of September 30, 2017, the outstanding stock options had an intrinsic value of zero.

The fair value of an equity award granted to a non-employee generally is determined in the same manner as an equity award granted to an employee. In most cases, the fair value of the equity securities granted is more reliably determinable than the fair value of the goods or services received. Stock-based compensation related to its grant of options to non-employees has not been material to date.

2014 Employee Stock Purchase Plan

Our Board of Directors and stockholders have adopted the 2014 Employee Stock Purchase Plan, or the ESPP. The ESPP has become effective, and our Board of Directors will implement commencement of offers thereunder in its discretion. A total of 27,967 shares of our Common Stock has been made available for sale under the ESPP. In addition, our ESPP provides for annual increases in the number of shares available for issuance under the plan on the first day of each year beginning in the year following the initial date that our Board of Directors authorizes commencement, equal to the least of:

•

1.0% of the outstanding shares of our Common Stock on the first day of such year; 55,936 shares; or

•

such amount as determined by our Board of Directors.

As of September 30, 2017 there were no purchases by employees under this plan.

Series D Warrants

As part of the 2015 Sabby Purchase Agreement, the Company previously issued 562,162 Series D Warrants, with an exercise price of $12.30. The exercise price of 540,540 Series D Warrants issued to Sabby were subsequently amended to $8.75 per share and a term of five years expiring on October 15, 2020 pursuant to the 2016 Sabby Purchase Agreement. The exercise price of the remaining 21,621 Series D Warrants issued to Maxim LLC, as placement agent, was $12.30, and are exercisable beginning on April 15, 2016, and through and including October 15, 2020. The Company’s Series D Warrants contain standard anti-dilution provisions for stock dividends, stock splits, subdivisions, combinations and similar types of recapitalization events. They also contain a cashless exercise feature that provides for their net share settlement at the option of the holder in the event that there is no effective registration statement covering the continuous offer and sale of the warrants and underlying shares. The Company is required to comply with certain requirement to cause or maintain the effectiveness of a registration statement for the offer and sale of these securities. The Series D Warrant agreement further provides for the payment of liquidated damages at an amount per month equal to 1% of the aggregate VWAP of the shares into which each Series D Warrant is convertible into in the event that the Company is unable to maintain the effectiveness of a registration statement as described therein. The Company evaluated the registration payment arrangement stipulated in the terms of the 2015 Sabby Purchase Agreement and determined that it is probable that the Company will maintain an effective registration statement and has therefore not allocated any portion of the proceeds to the registration payment arrangement. The Series D Warrant agreement specifically provides that under no circumstances will the Company be required to settle any Series D Warrant exercise for cash, whether by net settlement or otherwise.

As part of the 2016 Sabby Purchase Agreement, the Company issued to Maxim LLC, as its placement agent, 24,000 Series D Warrants, with an exercise price of $8.75 and a term of five years expiring in July and September of 2021.

Accounting Treatment

The Company accounts for the Series D Warrants in accordance with the guidance in ASC 815 Derivatives and Hedging. As indicated above, the Company is not required under any circumstance to settle any Series D Warrant exercise for cash. The Company has therefore classified the value of the Series D Warrants as permanent equity.

Other Common Stock Warrants

As of September 30, 2017, the Company had 102,070 Common Stock warrants outstanding originally issued in conjunction with the 2010/2012 convertible notes, with an exercise price of $24.35 and a term of 10 years expiring in November 2024. The Company also has outstanding 1,851 Common Stock warrants issued in 2009, with an exercise price of $108.00 and a term of 10 years, expiring in January 2019 and 16,500 Common Stock warrants issued to the underwriter in our IPO, with an exercise price of 35.70 and a term of 10 years, expiring in November 2024.

Note 8. Stockholders’ Equity

Convertible Preferred Stock

The Company is authorized to issue 10,000,000 shares of Preferred Stock.

The Company issued a total of 10,000 Series A Convertible Preferred Stock under the 2015 Sabby Purchase Agreement, with a par value of $0.001 and a stated value of $1,000 per share. The Series A Convertible Preferred Stock did not have an expiration date and were not redeemable at the option of the holders. During the three months ended March 31, 2016 and June 30, 2016 the holders of the Series A Convertible Preferred Stock converted 1,665 and 555, respectively, shares of Series A Convertible Preferred Stock resulting in the issuance of 180,000 and 60,000 shares of Common Stock, respectively. Under the 2016 Sabby Purchase Agreement, the remaining 7,780 shares of Series A Convertible Preferred Stock were repurchased.

The Company has issued a total of 13,780 Series B Convertible Preferred Stock under the 2016 Sabby Purchase Agreement, with a par value of $0.001 and a stated value of $1,000 per share (see Note 2). During the year ended December 31, 2016, the holders of the Series B Convertible Preferred Stock converted 1,000 shares of the Series B Convertible Preferred Stock resulting in the issuance of 200,000 shares of Common Stock. Under the terms of the Series B Convertible Preferred Stock, in no event shall shares of Common stock be issued to Sabby upon conversion of the Series B Convertible Preferred Stock to the extent such issuance of shares of Common Stock would result in Sabby having ownership in excess of 4.99%. The Series B Convertible Preferred Stock do not have an expiration date and are not redeemable at the option of the holders. In connection with each close of the Series B Convertible Preferred Stock, the Company was obligated to repurchase the remaining outstanding Series A Convertible Preferred Stock at the original issuance price. In addition, the exercise price of the existing Series D Warrants originally issued in conjunction with the 2015 Sabby Purchase Agreement was reduced from $12.30 to $8.75 per share on the effective date of the 2016 Sabby Purchase Agreement.

The Company has recognized the repurchase of the Series A Convertible Preferred Stock as an extinguishment of the Series A Convertible Preferred Stock. The Company compared the fair value of the Series B Convertible Preferred Stock immediately after the two close dates under the 2016 Sabby Purchase Agreement to the carrying value of the Series A Convertible Preferred Stock immediately prior to the two close dates under the 2016 Sabby Purchase Agreement. The Company recorded the excess of the aggregate fair value of the Series B Convertible Preferred Stock, $3.4 million, as a loss on extinguishment. In addition, the Company estimated the effect of modifying the exercise price on the existing Series D warrants to be $203 thousand. The Company therefore recorded a total of $3.7 million extinguishment loss to net loss applicable to common stockholders.

Stock Option Plan

The Company has adopted the 1999 Incentive Stock Plan, the 2010 Equity Incentive Plan, and the 2014 Equity Incentive Plan (together, the Plans). The 1999 Incentive Stock Plan expired in 2009, and the 2010 Equity Incentive Plan has been closed to new issuances. Therefore, the Company may issue options to purchase shares of common stock to employees, directors, and consultants only under the 2014 Equity Incentive Plan. Options granted under the 2014 Plan may be incentive stock options (“ISOs”) or nonqualified stock options (“NSOs”). ISOs may be granted only to Company employees and directors. NSOs may be granted to employees, directors, advisors, and consultants. The Board of Directors has the authority to determine to whom options will be granted, the number of options, the term, and the exercise price.

Options are to be granted at an exercise price not less than fair value for an ISO or 85% of fair value for an NSO. For individuals holding more than 10% of the voting rights of all classes of stock, the exercise price of an option will not be less than 110% of fair value. The vesting period is normally monthly over a period of 4 years from the vesting date. The contractual term of an option is no longer than five years for ISOs for which the grantee owns greater than 10% of the voting power of all classes of stock and no longer than ten years for all other options.

The Company recognized stock-based compensation expense related to options granted to employees for the fiscal years ended December 31, 2016 and 2015 of $871,270 and $942,369, respectively. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. No income tax benefits have been recognized in the statements of operations for stock-based compensation arrangements as of December 31, 2016 and December 31, 2015.

Stock compensation expense was allocated between departments as follows;


	Year ended
	December 31, 2016		December 31, 2015
Research & Development	$	165,154	$	148,948
Sales & Marketing		30,418		62,533
General & Administrative		675,698		730,888

Total	$	871,270	$	942,369

The Company granted options to purchase 267,851 and 191,142 of the Company’s common stock in 2016 and 2015. The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for the year ended December 31, 2016:


	Year Ended
	December 31, 2016	December 31, 2015
Expected life (years)	6.1	6.1
Risk-free interest rate	1.3% - 1.7%	1.6% - 1.7%
Volatility	65% - 73%	56% - 66%
Dividend rate	— %	— %

The Black-Scholes option-pricing model requires the use of highly subjective assumptions to estimate the fair value of stock-based awards. These assumptions include:

•

Expected volatility: The estimated volatility rate based on a peer index of common stock of comparable companies in the Company’s industry.

•

Risk-free rate: The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected time to liquidity.

•

The following table summarizes stock option transactions for the years ended December 31, 2016 and 2015 as issued under the Plans:


	Shares Available for Grant			Number of Options Outstanding			Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term
	Shares Available for Grant			Number of Options Outstanding			Weighted- Average Exercise Price per Share		(in years)
Balance at December 31, 2014		121,212			214,402		$	31.70
Additional shares authorized		54,152			—			—
Options granted		(191,142	)		191,142			15.40
Options exercised					(16,769	)		17.50
Options canceled/forfeited		17,007			(17,007	)		25.15

Balance at December 31, 2015		1,229			371,768			24.10		8.75
Additional shares authorized		112,143			—			—
Amendment to plan to authorize additional shares		300,000			—			—
Options granted		(267,851	)		267,851			6.80
Options exercised		—			(11,683	)		6.00
Options canceled/forfeited		46,249			(46,249	)		15.45

Balance at December 31, 2016		191,770			581,687		$	17.10		8.48

Options vested at December 31, 2016					290,006		$	20.60		8.13

Options vested and expected to vest at December 31, 2016					581,686		$	17.10		8.48

The weighted-average grant date fair value of employee options granted was $8.30 and $4.05 per share for the year ended December 31, 2016 and December 31, 2015, respectively. At December 31, 2016 total unrecognized employee stock-based compensation was $1,553,427, which is expected to be recognized over the weighted-average remaining vesting period of 2.7 years. As of December 31, 2016, the outstanding stock options had an intrinsic value of zero.

In June 2016, the Company granted 11,000 NSOs to sales representatives of Bemes, Inc. Of the 11,000 options granted, 5,499 options with a fair value of $26,355 vested immediately upon grant. Accelerated vesting of the remaining options were contingent on the satisfaction of certain performance requirements, that were not met. Regardless of not achieving accelerated vesting, the remaining options have a one year cliff vesting. As a result, the Company recognized $13,502 in expense for the remaining options during 2016, which will vest during the first quarter of 2017. Total expense for the two groups of options reflects the fair value of the Company’s common stock on the applicable vesting commencement dates.

2014 Employee Stock Purchase Plan

Our board of directors and stockholders have adopted the 2014 Employee Stock Purchase Plan, or the ESPP. The ESPP has become effective, and our board of directors will implement commencement of offers thereunder in its discretion. A total of 27,967 shares of our Common Stock has been made available for sale under the ESPP. In addition, our ESPP provides for annual increases in the number of shares available for issuance under the plan on the first day of each year beginning in the year following the initial date that our board of directors authorizes commencement, equal to the least of:

•

1.0% of the outstanding shares of our Common Stock on the first day of such year; 55,936 shares; or

•

such amount as determined by our board of directors.

As of December 31, 2016 there were no purchases by employees under this plan.

Series D Warrants

The Company has issued 256,064 Series D Warrants, with an exercise price of $12.30 and a term of five years expiring on October 15, 2020. The Company’s Series D Warrants contain standard anti-dilution provisions for stock dividends, stock splits, subdivisions, combinations and similar types of recapitalization events. They also contain a cashless exercise feature that provides for their net share settlement at the option of the holder in the event that there is no effective registration statement covering the continuous offer and sale of the warrants and underlying shares. The Company is required to comply with certain requirement to cause or maintain the effectiveness of a registration statement for the offer and sale of these securities. The Series D Warrant agreement further provides for the payment of liquidated damages at an amount per month equal to 1% of the aggregate VWAP of the shares into which each Series D Warrant is convertible into in the event that the Company is unable to maintain the effectiveness of a registration statement as described herein. The Company evaluated the registration payment arrangement stipulated in the terms of this securities agreement and determined that it is probable that the Company will maintain an effective registration statement and has therefore not allocated any portion of the proceeds to the registration payment arrangement. The Series D Warrant agreement specifically provides that under no circumstances will the Company be required to settle any Series D Warrant exercise for cash, whether by net settlement or otherwise.

Accounting Treatment

Other Common Stock Warrants

As of December 31, 2016, the Company had 96,029 Common Stock warrants outstanding from the 2010/2012 convertible notes, with an exercise price of $24.35 and a term of 10 years expiring in November 2024. During the year ended December 31, 2015, 8,744 Common Stock warrants were cashless exercised resulting in the issuance of 2,681 shares of the Company’s Common Stock. The Company also has outstanding 1,851 Common Stock warrants issued in 2009, with an exercise price of $108.00 and a term of 10 years, expiring in January 2019 and 16,500 Common Stock warrants issued to the underwriter in our IPO, with an exercise price of $35.70 and a term of 10 years, expiring in November 2024.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74567-122707

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Note 9. Income Taxes

Due to net losses in 2016 and 2015, the Company had no material current, deferred, or total income tax expense in the years ended December 31, 2016 and 2015.

The geographical distribution of loss before income taxes are summarized below:


	December 31,
	2016			2015
United States	$	(6,501,997	)	$	(9,740,066	)
Foreign		(235,623	)		—

Total	$	(6,737,620	)	$	(9,740,066	)

Loss resulting from discontinued operations	$	(5,305,894	)	$	(6,168,480	)

Taxes allocated to discontinued operations		21,700			—

A reconciliation of income tax expense for continuing operations with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows:


	December 31,
	2016			2015
Tax on the loss before income tax expense computed at the federal statutory rate of 34%	$	(2,290,862	)	$	(3,311,267	)
State tax (benefit) at statutory rate, net of federal benefit		(136,982	)		(568,213	)
Foreign Rate Differential		35,343			—
Change in Valuation Allowance		2,355,170			1,826,219
Change in research and development credits		(129,974	)		(60,991	)
Stock Based Compensation - ISO		274,506			—
Change in fair value of warrants		(619,067	)		1,493,215
Other		511,866			621,037

Effective income tax rate		—	%		—	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2016 and 2015:


	December 31,
	2016			2015
Non-Current Deferred Tax Assets:
Reserves and accruals	$	159,163		$	152,137
Assets held for sale		63,540			144,606
Net Operating Loss Carryforwards		30,291,080			26,174,912
Research and development credits carryforwards		1,580,253			1,381,296
Intangible Assets		(74,376	)		(77,168	)
Fixed Assets		(1,764	)		3,242

Total Non-Current Deferred Tax Assets		32,017,896			27,779,025

Valuation Allowance		(32,017,896	)		(27,779,025	)

Net Deferred Tax Liability	$	—		$	—

The Company has recorded a full valuation allowance against its net deferred tax assets as it believes that it is more likely than not that such assets will not be realized. The valuation allowance increased by $4,238,871 from December 31, 2015 to December 31, 2016 primarily due to the generation of current year net operating losses and research and development credits claimed.

As of December 31, 2016, the Company had $80 million of federal, $52 million of state and $235,000 of United Kingdom net operating losses available to offset future taxable income. The federal net operating loss carryforwards begins to expire in 2019, the state net operating loss carryforwards will begin to expire in 2017 and the foreign net operating loss carryforward can be carried forward indefinitely. As of December 31, 2016, the Company also had $1.5 million of federal and $1.2 million of state research and development credit carryforwards. The federal research and development credit carryforward begins to expire in 2024 and the state research and development credit can be carried forward indefinitely.

United States taxes and foreign withholding taxes have not been provided on undistributed earnings for non-United States subsidiaries as of December 31, 2016, as the earnings, if any, are intended to be indefinitely reinvested.

The following tables summarize the activities of gross unrecognized tax benefits:


	December 31,
	2016		2015
Beginning balance	$	691,697	$	673,247
Increase related to prior year tax positions		—		—
Decreases related to prior year tax positions		35,804		(13,207	)
Increase related to current year tax positions		67,461		31,657
Decreases related to current year tax positions		—		—

Ending Balance	$	794,962	$	691,697

The amount of unrecognized tax benefits that would impact the effective tax rate were approximately none and none as of December 31, 2016 and December 31, 2015, respectively. As of December 31, 2016, unrecognized tax benefits of $794,962 would be offset by a change in valuation allowance.

The Company files income tax returns in the U.S. federal jurisdiction, certain state jurisdictions and the United Kingdom. In the normal course of business, the Company is subject to examination by federal, state, local and foreign jurisdictions, where applicable. In the U.S federal jurisdiction, tax years 1999 forward remain open to examination, in the state tax jurisdiction, years 2005 forward remain open to examination and in the foreign jurisdiction 2015 remain open to examination. The Company is currently not under audit by any federal, state or local jurisdiction.

The Company uses the “more likely than not” criterion for recognizing the tax benefit of uncertain tax positions and to establish measurement criteria for income tax benefits. The Company has determined it has no material unrecognized assets or liabilities related to uncertain tax positions as of December 31, 2016. The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months. In the event the Company should need to recognize interest and penalties related to unrecognized tax liabilities, this amount will be recorded as a component of other expense.

Net loss per share

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Earnings Per Share [Abstract]

Net loss per share

Note 10. Net loss per share

Basic net loss per share is computed by dividing net loss by the weighted-average number of Common Stock actually outstanding during the period including contingent shares to be issued to Essentialis stockholders of 182,675 shares of common stock to be issued on the 1 year anniversary of the closing of the merger and 913,389 shares of common stock to be issued upon the achievement of a development milestone. Diluted net loss per share is computed by dividing net loss by the weighted-average number of Common Stock outstanding and dilutive potential Common Stock that would be issued upon the exercise of Common Stock warrants and options. For the three and nine months ended September 30, 2017 and 2016 the effect of issuing the potential Common Stock is anti-dilutive due to the net losses in those periods and the number of shares used to compute basic and diluted earnings per share are the same in each of those periods.

The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in Common Stock equivalent shares):


	As of September 30
	2017		2016
Series A Convertible preferred stock		—		—
Series B Convertible preferred stock		2,009,800		2,756,000
Warrants issued to 2010/2012 convertible note holders to purchase common stock		102,070		102,070
Options to purchase common stock		1,072,004		587,630
Warrants issued in 2009 to purchase common stock		1,851		1,851
Warrants issued to underwriter to purchase common stock		16,500		16,500
Series A Warrants to purchase common stock		485,121		485,121
Series C Warrants to purchase common stock		118,083		118,083
Series D Warrants to purchase common stock		586,162		586,162

Total		4,391,591		4,653,417

Note 10. Net loss per share

Basic net loss per share is computed by dividing net loss by the weighted-average number of Common Stock actually outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of Common Stock outstanding and dilutive potential Common Stock that would be issued upon the exercise of Common Stock warrants and options. For the year ended December 31, 2016 and 2015, the effect of issuing the potential common stock is anti-dilutive due to the net losses in those periods and the number of shares used to compute basic and diluted earnings per share are the same in each of those periods.


	As of December 31,
	2016		2015
Convertible preferred stock		2,556,000		492,432
Warrants issued to 2010/2012 convertible note holders to purchase common stock		96,029		96,029
Options to purchase common stock		581,686		371,767
Warrants issued in 2009 to purchase common stock		1,851		1,851
Warrants issued to underwriter to purchase common stock		16,500		16,500
Series A warrants to purchase common stock		485,121		485,121
Series B warrants to purchase common stock		—		23,316
Series C warrants to purchase common stock		118,083		118,083
Series D warrants to purchase common stock		586,162		256,064

Acquisition

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Business Combinations [Abstract]

Acquisition

Note 11. Essentialis, Inc. Acquisition

On March 7, 2017, the Company acquired Essentialis through the merger of the Company’s wholly-owned subsidiary Company E Merger Sub, Inc., a Delaware corporation (“Merger Sub”), whereby Merger Sub merged into Essentialis,with Essentialis surviving the merger as a wholly owned subsidiary of the Company.

In consideration, the Company issued 3,783,388 shares of common stock to stockholders of Essentialis. The Company held back 182,675 shares of common stock as partial recourse to satisfy indemnification claims, and such shares will be issued to Essentialis stockholders on the 1 year anniversary of the closing of the merger. The Company is also obligated to issue an additional 913,389 shares of common stock to Essentialis stockholders upon the achievement of a development milestone. Additionally, upon the achievement of certain commercial milestones associated with the sale of Essentialis’ product in accordance with the terms of the Merger Agreement, the Company is obligated to make cash earnout payments of up to a maximum of $30 million to Essentialis stockholders.

The transaction has been accounted for as an asset acquisition under the acquisition method of accounting. The amendments in ASU 2017-01 provide a screen to determine when a set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set of assets and activities is not a business.

Since the acquisition was determined to be an asset acquisition, the total value of the purchase consideration will be allocated to the asset acquired. The value of the shares issued on the completion of the merger and the shares to be issued was based on the stock price of the Company on the date of completion of the merger. In addition, the trading history of the Company was reviewed to assess the reliability of the implied consideration value. The Company trades on the NASDAQ, a major U.S. stock exchange, and has significant average daily trading volume with tight intraday bid-ask spreads. These characteristics indicate Capnia’s shares are actively traded and provide a reliable indication of value. On March 7, 2017, the date of the transaction close, the Company’s stock was trading at $3.85 per common share. Additionally, the average closing price of the stock in the 30 calendar days leading up to the close was also approximately $3.85. Accordingly, the identifiable intangible assets acquired are recorded at fair value based on this stock price.

The agreement to pay the commercial milestones resulted in the recognition of a contingent consideration, which is recognized at the inception of the transaction, and subsequent changes to estimate of the amounts of contingent consideration to be paid will be recognized as charges or credits in the statement of operations. The fair value of the contingent consideration is based on the Company’s analysis of the likelihood of the drug indication moving from phase II through approval in the Federal Drug Administration approval process and then reaching the cumulative revenue milestones. In determining the likelihood of this occurring, the analysis relied on 2016 research published by BIO, Biomedtraker, & Amplion titles “Clinical Development Success Rates 2006-2015.” Based on management’s assessment, a 15.3% probability of achieving each milestone was determined to be reasonable. Additionally, the Company anticipates that it could reach the commercial milestones of $100 million and $200 million in applicable revenue in 2023 and 2025, respectively.

The probability weighted milestone payments were discounted to determine the present value of future payments. The analysis utilized the weighted average cost of capital (WACC) discount rate. The WACC used for the first and second milestones were 30% and 21%, respectively.

The aggregate purchase price consideration was as follows:


Fair value of stock consideration	$	18,785,926
Fair value of contingent consideration		1,090,125

Total purchase price consideration	$	19,876,051

The fair value of the asset acquired is as follows:


Patents		19,876,051

Net Assets Acquired	$	19,876,051

As an asset acquisition, the Company also capitalized $573,000 of total costs of acquiring the assets. These included legal fees of $469,000, printing fees of $75,000 and accounting and other fees of $29,000. The total intangible asset of $20.4 million was recorded on the balance sheet and amortized over the life of the patents through June 30, 2028.

The following table presents the unaudited pro forma results of Soleno Therapeutics, Inc. (including the operations of Essentialis) for the three and nine months ended September 30, 2017, and 2016 (in thousands, except per share amounts). The unaudited pro forma financial information combines the results of operations of Soleno and Essentialis as though the companies had been combined as of the beginning of each of the fiscal periods presented. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2016 or 2017.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Pro forma total revenue	$	—		$	329		$	641		$	1,167
Pro forma net loss	$	(3,786	)	$	(7,075	)	$	(11,988	)	$	(15,039	)
Pro forma net loss per share - basic and diluted	$	(0.56	)	$	(1.20	)	$	(0.81	)	$	(1.68	)
Proforma weighted-average shares - basic and diluted		6,797,067			5,906,396			14,802,976			8,939,450

Note 11. NeoForce Group, Inc. Acquisition

On September 8, 2015, the Company through its wholly owned subsidiary Neoforce, Inc (“NFI”), acquired substantially all of the assets of NeoForce in exchange for an upfront cash payment of $1.0 million. In addition, the Company agreed to pay the former NeoForce shareholder an annual royalty payment for a period of 36 months (“Royalty”) in the low single digits based on net sales of NeoForce products that were acquired by the Company. As of December 31, 2016, the Company recorded $11,142 of Royalty payable.

The acquisition of NeoForce strengthens the Company’s commitment to leveraging technology to address unmet needs in neonatology, which is a high growth segment in the healthcare business. The Company plans to leverage the expertise and hospital relationships of NeoForce to accelerate the adoption of CoSense.

The transaction has been accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed have been recorded at fair value, with the remaining purchase price recorded as goodwill. The fair values of current assets and liabilities approximated their book value. The fair values of acquired assets and liabilities are based on preliminary cash flow projections and other assumptions. The fair values of acquired intangible assets were determined using several significant unobservable inputs for projected cash flows and a discount rate. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance.

The agreement to pay the annual Royalty resulted in the recognition of a contingent consideration, which is recognized at the inception of the transaction, and subsequent changes to estimate of the amounts of contingent consideration to be paid will be recognized as charges or credits in the statement of operations. The fair value of the contingent consideration is based on preliminary cash flow projections, growth in expected product sales and other assumptions. Based on the assumptions, the fair value of the Royalty was determined to be $153,000 at the date of acquisition and at December 31, 2015. The fair value of the royalty was determined by applying the income approach, using several significant unobservable inputs for projected cash flows and a discount rate of 20% commensurate with the Company’s cost of capital and expectation of the revenue growth for products at their life cycle stage. These inputs are considered Level 3 inputs under the fair value measurements and disclosure guidance.

The aggregate purchase price consideration was as follows:


Cash consideration	$	1,000,000
Fair value of contingent consideration		153,000

Total purchase price consideration	$	1,153,000

The fair values of assets acquired at the transaction date are summarized below:


Net tangible assets acquired	$	39,377
Customer contracts		259,730
Patents		135,890
Goodwill		718,003

Net Assets Acquired	$	1,153,000

Net tangible assets acquired consisted primarily of equipment, furniture and fixtures.

Goodwill is an unidentifiable asset and, as such, can only be measured as a residual. A significant component of the NeoForce goodwill, which did not meet the criteria for separate recognition as an intangible asset was a skilled and assembled workforce. The founder of NeoForce, who became the General Manager of Neonatology at the Company, brings 25 years of medical device sales, operations and product development experience at neonatology focused companies. The Company plans to use his expertise and broad relationships with top tier hospitals across the United States to accelerate the adoption of CoSense. The Company also expects to achieve synergies in the areas of accounting, informational technology, sales & marketing and other general administration expenses through the combination.

Pro Forma Financial Information (Unaudited)

The following table presents the unaudited pro forma results of the Company (including the operations of Neoforce) for the year ended December 31, 2015. The unaudited pro forma financial information combines the results of operations of the Company and NeoForce as though the companies had been combined as of the beginning of the fiscal period presented. As of September 8, 2015, the date of the acquisition, the results of NFI have been combined with the Company as a wholly-owned subsidiary. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the consolidated results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2015. In addition, the unaudited pro forma financial information does not attempt to project the future consolidated results of operations.


	December 31,
	2015
Pro forma total revenues	$	1,168,846
Pro forma net loss	$	(16,002,126	)
Pro forma net loss per share – basic and diluted	$	(1.70	)
Pro forma weighted-average shares-basic and diluted		1,885,176

The unaudited pro forma financial information above reflects the following:

•

the increase of amortization expense of $53,000 in the year ended December 31, 2015 related to the estimated fair value of intangible assets from the purchase price allocation which are being amortized over their estimated useful lives through 2028. The change in depreciation expense related to the change in estimated fair value of property and equipment from the book value at the time of the acquisition was not material.

For the year ended December 31, 2015, NFI revenue and net income are classified in loss from discontinued operations in the Company’s Consolidated Statement of Operations were $279,000 and $76,000, respectively.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

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+ Details

Compensation Plan for Board Members	9 Months Ended	12 Months Ended
Compensation Plan for Board Members	Sep. 30, 2017	Dec. 31, 2016
Compensation Related Costs [Abstract]
Compensation Plan for Board Members	Note 12. Compensation Plan for Board Members The Compensation Committee of the Board of Directors of the Company recommended and the Board approved a new compensation plan for the payment of quarterly Board fees. Starting in the first quarter of 2017, all board fees have been paid in Common Stock of the Company. Payment to the Board of Directors in shares of the Company’s Common Stock is made after the close of the quarter in which the compensation is earned. During the nine months ended September 30, 2017, the Company issued 58,589 shares of Common Stock to its Board members (see Note 14).	Note 12. Compensation Plan for Board Members The Compensation Committee of the Board of Directors of the Company recommended and the Board approved a new compensation plan for the payment of quarterly Board fees. At the election of each Board member, beginning with the third quarter of 2016, they had the option to either receive cash payments or to be paid in common stock of the Company. For the third quarter of 2016, two of the Board members elected to be paid in common stock of the Company resulting in the issuance of 5,084 shares of common stock.

- Definition

The entire disclosure for compensation costs, including compensated absences accruals, compensated absences liability, deferred compensation arrangements and income statement compensation items. Deferred compensation arrangements may include a description of an arrangement with an individual employee, which is generally an employment contract between the entity and a selected officer or key employee containing a promise by the employer to pay certain amounts at designated future dates, usually including a period after retirement, upon compliance with stipulated requirements. This type of arrangement is distinguished from broader based employee benefit plans as it is usually tailored to the employee. Disclosure also typically includes the amount of related compensation expense recognized during the reporting period, the number of shares (units) issued during the period under such arrangements, and the carrying amount as of the balance sheet date of the related liability.

+ References + Details

Defined Contribution Plan	12 Months Ended
Defined Contribution Plan	Dec. 31, 2016
Compensation and Retirement Disclosure [Abstract]
Defined Contribution Plan	Note 13. Defined Contribution Plan The Company sponsors a 401(k) Plan, which stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations of eligible compensation. The Company may match employee contributions in amounts to be determined at the Company’s sole discretion. To date, the Company has not made any matching contributions.

Subsequent Events

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

Note 14. Subsequent Events

On October 2, 2017, the Company issued 31,718 shares of Common Stock to members of its Board of Directors as compensation for Board of Directors fees earned during the quarter ended September 30, 2017 (see Note 12).

On October 6, 2017, the Company effected a one-for-five reverse stock split of its then outstanding Common Stock. Consequently, all earnings per share and other per share amounts and disclosures have been retroactively adjusted for all periods presented herein.

On December 4, 2017, we, and our wholly-owned subsidiary, Capnia, Inc., a Delaware corporation, or Capnia, entered into a joint venture with OptAsia Healthcare Limited, a Hong Kong company limited by shares, or OAHL, with the purpose of developing and commercializing medical monitors, including the CoSense^® End-Tidal Carbon Monoxide (ETCO) Monitor, or CoSense, that measure end-tidal carbon monoxide in breath to assist in the detection of excessive hemolysis in neonates, a condition in which red blood cells degrade rapidly and which can lead to adverse neurological outcomes.

On January 27, 2017, we entered into a Common Stock Purchase Agreement (the “2017 Aspire Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $17.0 million in value of shares of our Common Stock over the 30-month term of the 2017 Aspire Purchase Agreement. We issued Aspire Capital 141,666 shares of Common Stock as commitment shares under the 2017 Aspire Purchase Agreement. The 2017 Aspire Purchase Agreement was terminated upon the closing of the 2017 PIPE Offering.

On December 11, 2017, the Company entered into a Securities Purchase Agreement, or the Unit Purchase Agreement, with the selling stockholders pursuant to which the Company sold and issued 8,141,116 immediately separable units at a price per unit of $1.84 for aggregate gross proceeds of approximately $15,000,000. Each unit consisted of one share of the Company’s common stock and a warrant to purchase 0.74 of a share of the Company’s common stock at an exercise price of $2.00 per share, for an aggregate of 8,141,116 shares of the Company’s common stock, or the Shares, and corresponding warrants, or the 2017 PIPE Warrants, to purchase 6,024,425 shares of the Company’s common stock, or the Warrant Shares. The Company refers to the Shares and the Warrant Shares collectively as the Resale Shares. The Company also granted certain registration rights to the selling stockholders pursuant to the Unit Purchase Agreement pursuant to which, among other things, the Company is preparing and filing this registration statement with the SEC to register for resale the Resale Shares.

During December 2017, a holder of the Series B Convertible preferred stock elected to convert 5,478 shares of the Series B Convertible shares it held into 1,095,600 shares of the Company’s Common Stock.

Note 14. Subsequent Events

(i) Merger agreement with Essentialis

On December 22, 2016, the Company entered into the Merger Agreement with Essentialis. Consummation of the merger was subject to various closing conditions, including the Company’s consummation of a financing of at least $8 million at, or substantially contemporaneous with, the closing of the Merger and the receipt of stockholder approval of the Merger at a special meeting of stockholders.

On March 6, 2017, the Company held a special shareholder meeting and received approval for issuance of the merger shares under the Merger Agreement with Essentialis, issuance of the shares of common stock for the $8 million of concurrent financing and issuance of the shares of common Stock for the $2 million investment by Aspire Capital.

On March 7, 2017, the Company completed the merger with Essentialis and issued 3,783,388 shares of common stock to shareholders of Essentialis. The Company held back 182,676 shares of common stock as partial recourse to satisfy indemnification claims, and such shares will be issued to Essentialis stockholders on the 1 year anniversary of the closing of the merger. The Company is also obligated to issue an additional 913,389 shares of common stock to Essentialis stockholders upon the achievement of a development milestone. Assuming that we issues all of the shares of our common stock held back and the development milestone is achieved, we would issue a total of 4,879,453 shares of common stock to Essentialis stockholders. Additionally, upon the achievement of certain commercial milestones associated with the sale of Essentialis’ product in accordance with the terms of the Merger Agreement, we are obligated to make cash earnout payments of up to a maximum of $30 million to Essentialis stockholders. The merger consideration described above will be reduced by any such shares of common stock issuable, or cash earnout payments payable, to Essentialis’ management carve-out plan participants and other service providers of Essentialis, in each case, in accordance with the terms of the Merger Agreement.

In addition, the Company issued 1,666,666 shares of common stock for an investment of $8 million from the completion of the concurrent financing and issued 416,666 shares of common stock for an investment of $2 million from Aspire Capital.

(ii) Shareholder lawsuit

On February 28, 2017, in regards the Lawsuit mentioned below, the Company agreed to make additional supplemental disclosures and pay $175,000 for dismissal of the lawsuit. This amount was accrued as a current liability on the balance sheet as of December 31, 2016 and recorded as an expense in general and administrative expense on the statement of operations for the year ended December 31, 2016.

On February 16, 2017, the Lawsuit captioned Garfield v. Capnia, Inc., et al., Case No. C17-00284 was filed in Superior Court of the State of California, County of Contra Costa against the Company and certain of its officers and directors. The Lawsuit alleged, generally, that the Company’s directors breached their fiduciary duties to the Company’s stockholders by seeking to sell control of the Company through an allegedly defective process, and on unfair terms. The Lawsuit also alleged that defendants failed to disclose all material facts concerning the proposed merger with Essentialis to stockholders. The Lawsuit sought, among other things, equitable relief that would have enjoined the consummation of the proposed merger, compensatory and/or rescissory damages, and attorneys’ fees and costs. The Company made certain supplemental disclosures in a Current Report on Form 8-K filed with the SEC on February 28, 2017 in connection with plaintiff’s agreement to voluntarily dismiss plaintiff’s claims in the Lawsuit. The stipulation of dismissal is pending with the court.

(iii) Sabby conversion of Series B convertible stock

On January 4th, 10th, 12th and 18th of January 2017, the two funds managed by Sabby converted an aggregate of 601 shares of their Series B Convertible Stock into 120,200 shares of Common Stock.

(iv) Aspire purchase agreement

On January 27, 2017, the Company entered into the 2017 Aspire Purchase Agreement with Aspire Capital Fund, LLC, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $17.0 million in value of shares of our Common Stock over the 30-month term of the purchase agreement. The Company issued Aspire Capital 141,666 shares of Common Stock as commitment shares under the 2017 Aspire Purchase Agreement. Further, on the date of the closing of the financing, as defined in the Merger Agreement, the Company sold to Aspire Capital, and Aspire Capital purchased from the Company an aggregate of $2.0 million of the Company’s common stock.

(v) Change of name to Soleno Therapeutics, Inc. from Capnia, Inc.

On May 8, 2017, the Company obtained stockholder approval to amend the Amended and Restated Certificate of Incorporation of the Company, to change the name if the Company to Soleno, Therapeutics, Inc.

(vi) Reverse stock split

On October 6, 2017, the Company effected a one-for-five reverse stock split of its then outstanding Common Stock. Consequently, all common shares and other per share amounts and disclosures have been retroactively adjusted for all periods presented herein.

(vii) Discontinued operations and assets held for sale

Subsequent to the merger with Essentialis described above, the Company explored opportunities divest, sell or dispose of the CoSense, Neo Force, Inc. and Serenz businesses.

Under ASC 205-20-45-10, during the period in which a component meets the assets held for sale and discontinued operations criteria, an entity must present the assets and liabilities of the discontinued operation separately in the asset and liability sections of the balance sheet for the comparative reporting periods. The prior period balance sheet should be reclassified for the held for sale items. For income statements, the current and prior periods should report the results of operations of the component in discontinued operations when comparative income statements are presented.

On September 2, 2015, the Company established NeoForce, Inc. (“NFI”), a wholly owned subsidiary of the Company and through NFI, acquired substantially all of the assets of an unrelated privately held company NeoForce Group, Inc.(“NeoForce”). NFI markets innovative pulmonary resuscitation solutions for the inpatient and ambulatory neonatal markets. The Company sold NFI in a stock transaction that was completed on July 18, 2017, pursuant to a Stock Purchase Agreement with Neoforce Holdings, Inc. a wholly-owned subsidiary of Flexicare Medical Limited, a privately-held United Kingdom company (see Note 5).

The components of the Balance Sheet accounts presented as assets and liabilities held for sale are as follows.


	December 31, 2016		December 31, 2015
Current assets
Accounts receivable	$	133,337	$	156,127
Inventory		660,391		551,008
Prepaid expenses and other current assets		—		8,624

Current assets held for sale		793,728		715,759

Long-term assets
Property & equipment, net		60,539		50,282
Goodwill		718,003		718,003
Other intangible assets		817,465		916,807

Long-term assets held for sale		1,596,007		1,685,092

Current liabilities
Accounts payable		123,379		199,714
Accrued compensation and other current liabilities		119,021		1,116,699

Total current liabilities for sale		246,400		1,316,413

Long-term liabilities
Other long-term liabilities		81,000		109,404

Long-term liabilities held for sale	$	81,000	$	109,404

The components of the Statement of Operations presented as Discontinued Operations are as follows.


	Year Ended December 31,
	2016			2015
Product revenue	$	1,450,788		$	219,917
Government grant revenue		—			387,555

Total revenue		1,450,788			607,472
Cost of product revenue		1,509,306			352,683

Gross profit loss		(58,518	)		254,789
Expenses
Research and development		2,937,662			4,536,244
Sales and marketing		1,630,591			1,737,470
General and administrative		659,227			149,555

Total expenses		5,227,480			6,423,269

Operating loss		(5,285,998	)		(6,168,480	)
Other income (expense)		(19,896	)		—

Net loss from discontinued operations, net of tax effect	$	(5,327,594	)	$	(6,168,480	)

Stock-based compensation expense of approximately $132,000 and $211,000 was classified in discontinued operations for the years ended December 31, 2016, and 2015, respectively.

Discontinued Operations, Assets Held for Sale and Asset Sale Transaction

9 Months Ended

Sep. 30, 2017

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations, Assets Held for Sale and Asset Sale Transaction

Note 5. Discontinued Operations, Assets Held for Sale and Asset Sale Transaction

Subsequent to the merger with Essentialis (see Note 11), the Company explored opportunities divest, sell or dispose of the CoSense, Neo Force, Inc. and Serenz businesses.

The components of the balance sheet accounts presented as assets and liabilities held for sale were as follows:


	September 30, 2017		December 31, 2016
Current assets
Accounts receivable	$	126	$	130
Inventory		437		660

Current assets held for sale		563		790

Long-term assets
Property & equipment, net		—		39
Goodwill		—		718
Other intangible assets		458		818

Long-term assets held for sale		458		1,575

Current liabilities
Accounts payable		23		127
Accrued compensation and other current liabilities		90		119

Total current liabilities for sale		113		246

Long-term liabilities
Other long-term liabilities	$	—		81

Long-term liabilities held for sale	$	—	$	81

The components of the income statement accounts presented as Discontinued Operations were as follows.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Product revenue	$	61		$	329		$	702		$	1,166
Cost of product revenue		237			399			769			1,288

Gross loss		(176	)		(70	)		(67	)		(122	)
Expenses
Research and development		573			423			1,946			2,273
Sales and marketing		37			342			220			1,454
General and administrative		204			138			600			314

Total expenses		814			903			2,766			4,041

Operating loss		(990	)		(973	)		(2,833	)		(4,163	)
Other income (expense)		(37	)		—			(8	)		27

Operating loss		(1,027	)		(973	)		(2,841	)		(4,136	)
Loss on sale of assets		(208	)		—			(208	)		—

Net loss from discontinued operations	$	(1,235	)	$	(973	)	$	(3,049	)	$	(4,136	)

On July 18, 2017, the Company completed the sale of stock of its wholly-owned subsidiary, NFI, which operations related primarily to the Company’s portfolio of neonatology resuscitation business pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) with NeoForce Holdings, Inc. (“Holdings”), a wholly-owned subsidiary of Flexicare Medical Limited, a privately held United Kingdom company, for $720,000 and adjustments for inventory and the current cash balances held at NFI. The Company will also receive payment for the total outstanding accounts receivable and inventory balances held by NFI at the time of the closing of the sale transaction as the receivable balances are collected and the inventory is sold. The Purchase Agreement includes customary terms and conditions, including an adjustment to the purchase price based on inventory and accounts receivable, and provisions that require the Company to indemnify Holdings for certain losses that Holdings might incur resulting from a breach by the Company of its representations and warranties stated in the Purchase Agreement and other matters. Total sales proceeds recorded by the Company were $977,000 consisting of $720,000 received in cash upon completing the sales transaction and a receivable recorded by the Company in the total amount of $257,000 as the fair value of accounts receivable and inventory collections expected to be realized. Upon completing the sale transaction, the Company recorded a loss on the sale in the amount of $208,000 as the net book value of assets sold in the amount of $1.185 million exceeded the total proceeds of $977,000. The Company collected $142,000 of the receivable for inventory and accounts receivable by September 30, 2017, and the remaining balance of $115,000 for the receivable for inventory and accounts receivable is recorded in Current Assets Held for Sale in the Condensed Consolidated Balance Sheet as of September 30, 2017.

The NFI sale transaction is a continuation of the process previously disclosed by the Company of evaluating strategic alternatives and focusing on the Company’s rare disease therapeutic business.

- Definition

The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=65878427&loc=SL51721533-107759

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721665-107760

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5C
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721675-107760

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=64862545&loc=SL51724579-110230

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 4A
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721663-107760

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=64862545&loc=d3e2941-110230

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=64827811&loc=d3e1361-107760

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5B
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721673-107760

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721659-107760

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5A
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721671-107760

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5D
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721677-107760

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721683-107760

+ Details

Common Stock Purchase Agreement	9 Months Ended
Common Stock Purchase Agreement	Sep. 30, 2017
Business Combinations [Abstract]
Common Stock Purchase Agreement	Note 7. Common Stock Purchase Agreement On January 27, 2017, the Company entered into the 2017 Aspire Purchase Agreement with Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $17.0 million in value of shares of the Company’s Common Stock over the 30-month term of the 2017 Aspire Purchase Agreement. The Company issued Aspire Capital 141,666 shares of Common Stock as commitment shares under the 2017 Aspire Purchase Agreement and the resulting expense for issuing these commitment shares, in the amount of $602 thousand, is recorded as Other Expense in the Statement of Operations. Further, on March 7, 2017, the closing of the financing, as described in the Agreement and Plan of Merger dated December 22, 2016 (the “Merger Agreement”), the Company sold to Aspire Capital, 416,666 of the Company’s common stock at $4.80 per share for an aggregate of $2.0 million.

Shareholder Lawsuit	9 Months Ended
Shareholder Lawsuit	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Shareholder Lawsuit	Note 13. Shareholder Lawsuit On February 16, 2017, a purported stockholder class action lawsuit captioned Garfield v. Capnia, Inc., et al., Case No. C17-00284, or the Lawsuit, was filed in Superior Court of the State of California, County of Contra Costa against us and certain of our officers and directors. The Lawsuit alleged, generally, that our directors breached their fiduciary duties to our stockholders by seeking to sell control of the company through an allegedly defective process, and on unfair terms. The Lawsuit also alleged that defendants failed to disclose all material facts concerning the merger with Essentialis to stockholders. The Lawsuit sought, among other things, equitable relief that would have enjoined the consummation of the merger, compensatory and/or rescissory damages, and attorneys’ fees and costs. On February 28, 2017, the Company settled the Lawsuit by making certain supplemental disclosures in a Current Report on Form 8-K filed with the SEC on February 28, 2017 in connection with the plaintiff’s agreement to voluntarily dismiss plaintiff’s claims in the Lawsuit. The Company also agreed to pay $175,000 in attorney’s fees. This amount was accrued as a current liability on the balance sheet as of December 31, 2016 and recorded as a general and administrative expense on the statement of operations for the year ended December 31, 2016. The stipulation of dismissal was approved by the court on April 14, 2017.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and

reported amounts of expenses in the financial statements and accompanying notes. Actual results could differ from those

Use of Estimates

Concentration of Credit Risk

Concentration of Credit Risk

Segments

Segments

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable

Accounts receivable are classified as Assets Held for Sale. See Note 14.

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Inventory

Inventory

As of September 30, 2017, and December 31, 2016, the Company had no inventory in continuing operations.

Inventory

Inventory is classified as Assets Held for Sale. See Note 14.

Intangible Assets

Intangible Assets

Intangible Assets are classified as Assets Held for Sale. See Note 14.

Intangible assets consist of the following at December 31, 2016:


	Amount		Accumulated Amortization			Net Amount		Useful Lives (years)
Patents and trademarks	$	697,890	$	(105,524	)	$	592,366		5-12
Customer contracts		259,730		(34,631	)		225,099		10

Total	$	957,620	$	(140,155	)	$	817,465

Future amortization expense for intangible assets over their remaining useful lives is as follows:


Year ending December 31:	Patents and trademarks		Customer contracts		Total Amortization
2017	$	73,370	$	25,973	$	99,343
2018		73,370		25,973		99,343
2019		73,370		25,973		99,343
2020		64,310		25,973		90,283
2021		46,192		25,973		72,165
2022 and thereafter		261,754		95,234		356,988

Total	$	592,366	$	225,099	$	817,465

Amortization expense for the years ended December 31, 2016 and December 31, 2105 was $99,343 and 40,813, respectively.

Business Combinations

Business Combinations

The Company recognizes separately from goodwill the fair value of assets acquired and the liabilities assumed. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the acquisition date fair values of the assets acquired and liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may retroactively record adjustments to the fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations.

Property and Equipment, Net

Property and Equipment, Net

Certain property and equipment are classified as Assets Held for Sale. See Note 14.

Long-Lived Assets

Long-Lived Assets

Goodwill

Goodwill

Goodwill is classified as Assets Held for Sale. See Note 14.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue when all of the following criteria are met:

•

persuasive evidence of an arrangement exists;

•

the sales price is fixed or determinable;

•

collection of the relevant receivable is probable at the time of sale; and

•

delivery has occurred or services have been rendered.

Revenues are reported as Discontinued Operations. See Note 14.

Research and Development

Research and Development

Certain Research and Development expenses are reported as Discontinued Operations. See Note 14.

Income Taxes

Income Taxes

The loss from discontinued operations is reported net of the related effect for income taxes in the Statement of Operations.

Convertible Preferred Stock and Other Hybrid Instruments

Convertible Preferred Stock and other Hybrid Instruments

Common Stock Purchase Warrants and Other Derivative Financial Instruments

Common Stock Purchase Warrants and Other Derivative Financial Instruments

The Company classifies Common Stock purchase warrants and other free standing derivative financial instruments as equity if the contracts (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (iii) contain reset provisions as either an asset or a liability. The Company assesses classification of its freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of Series A, Series B, and Series C warrants to purchase Common Stock, do not satisfy the criteria for classification as equity instruments due to the existence of certain cash settlement features that are not within the sole control of the Company or variable settlement provision that cause them to not be indexed to the Company’s own stock.

Stock-Based Compensation

Stock-Based Compensation

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect this new guidance to have a material impact on its financial position, results of operations or financial statement disclosures.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Patents [Member]

Intangible Assets

Patent

The Patent is reported as an Intangible Asset and classified as Assets Held for Sale. See Note 14.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Schedule of Intangible Assets

Intangible assets consist of the following at December 31, 2016:


	Amount		Accumulated Amortization			Net Amount		Useful Lives (years)
Patents and trademarks	$	697,890	$	(105,524	)	$	592,366		5-12
Customer contracts		259,730		(34,631	)		225,099		10

Total	$	957,620	$	(140,155	)	$	817,465

Schedule of Future Amortization Expense

Future amortization expense for intangible assets over their remaining useful lives is as follows:


Year ending December 31:	Patents and trademarks		Customer contracts		Total Amortization
2017	$	73,370	$	25,973	$	99,343
2018		73,370		25,973		99,343
2019		73,370		25,973		99,343
2020		64,310		25,973		90,283
2021		46,192		25,973		72,165
2022 and thereafter		261,754		95,234		356,988

Total	$	592,366	$	225,099	$	817,465

Fair Value of Financial Instruments (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Summary of Financial Instruments Measured at Fair Value on Recurring Basis

The following table sets forth the Company’s financial instruments that were measured at fair value on recurring basis by level within the fair value hierarchy (in thousands).


	Fair Value Measurements at September 30, 2017
	Total		Level 1		Level 2		Level 3
Liabilities
Series A warrant liability	$	289	$	289	$	—	$	—
Series C warrant liability		20		—		—		20

Total liabilities	$	309	$	289	$	—	$	20



	Fair Value Measurements at December 31, 2016
	Total		Level 1		Level 2		Level 3
Liabilities
Series A warrant liability	$	194	$	194	$	—	$	—
Series C warrant liability		86		—		—		86

Total common stock warrant liability	$	280	$	194	$	—	$	86

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands):


	Fair Value Measurements at December 31, 2016
	Total		Level 1		Level 2		Level 3
Assets

Money market fund	$	2,563,247	$	2,563,247		—		—

Liabilities
Series A warrant liability		194,048		194,048		—		—
Series C warrant liability		85,490		—		—		85,490

Total common stock warrant liability	$	279,538	$	194,048		—	$	85,490



	Fair Value Measurements at December 31, 2015
	Total		Level 1		Level 2		Level 3
Assets

Money market fund	$	3,803,929	$	3,803,929		—		—

Liabilities
Series A warrant liability		1,212,803		1,212,803		—		—
Series B warrant liability		865,000		—		—		865,000
Series C warrant liability		462,437		—		—		462,437

Total common stock warrant liability	$	2,540,240	$	1,212,803		—	$	1,327,437

Summary of Changes in Fair Value of Level1 and Level 3 Financial Instruments

The following table sets forth a summary of the changes in the fair value of the Company’s Level 1 and Level 3 warrants, which are treated as liabilities, as follows (dollars in thousands).


	Series A Warrant				Series C Warrant
	Number of Warrants		Liability		Number of Warrants		Liability
Balance at December 31, 2016		485,121	$	194		118,083	$	86
Change in value of Series A Warrants		—		95		—		—
Change in value of Series C Warrants		—		—		—		(66	)

Balance at September 30, 2017		485,121	$	289		118,083	$	20

The following table sets forth a summary of the changes in the fair value of the Company’s Level 1 and Level 3 financial instruments, which are treated as liabilities, as follows:


	Series A Warrant					Series B Warrant						Series C Warrant
	Number of Warrants		Liability			Number of Warrants			Liability			Number of Warrants		Liability
Balance at December 31, 2015		485,121	$	1,212,803			23,316		$	865,000			118,083	$	462,437
Change in value of Series A Warrants		—		(1,018,755	)		—			—			—		—
De-recognition of Series B Warrant liability upon cashless exercise of warrants (97,040 shares issued)		—		—			(20,460	)		(593,584	)		—		—
De-recognition of Series B Warrant liability upon expiration		—		—			(2,856	)		—			—		—
Change in value of Series B Warrants		—		—			—			(271,416	)		—		—
Change in value of Series C Warrants		—		—			—			—			—		(376,947	)

Balance at December 31, 2016		485,121	$	194,048			—		$	—			118,083	$	85,490

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2016

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:


	December 31, 2016			December 31, 2015
Furniture and fixtures	$	23,074		$	15,439
Computer hardware		56,527			43,469
Leasehold improvements		12,849			9,117

		92,450			68,025
Less accumulated depreciation and amortization		(50,429	)		(32,562	)

Total	$	42,021		$	35,463

Warrant Liabilities (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Fair Value of Convertible Preferred Stock Warrant Liability

The Company used the following inputs:


	June 30, 2017			December 31, 2016
Volatility		90	%		90	%
Expected Term (years)		2.42			3.17
Expected dividend yield		—	%		—	%
Risk-free rate		1.53	%		1.51	%

Series B Warrants [Member]

Fair Value of Convertible Preferred Stock Warrant Liability

The Company used the following inputs:


	February 12, 2016			December 31, 2015
Volatility		90	%		90	%
Expected Term (years)		0.00			0.12
Expected dividend yield		—	%		—	%
Risk-free rate		0.65	%		0.65	%

Series C Warrant Liability [Member]

Fair Value of Convertible Preferred Stock Warrant Liability

The Company used the following inputs:


	December 31, 2016			December 31, 2015
Volatility		90	%		90	%
Expected Term (years)		3.17			4.17
Expected dividend yield		—	%		—	%
Risk-free rate		1.51	%		1.76	%

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Operating Leases of Lessee Disclosure

Minimum rental commitments under all noncancelable leases with an initial term in excess of one year as of December 31, 2016 were as follows:


Year ending December 31:	Operating Leases
2017	$	750,118
2018		629,923
2019		334,747

Total	$	1,714,788

Stockholders' Equity (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Equity [Abstract]

Summary of Stock Based Compensation Expense

Stock compensation expense (in thousands) was allocated between departments as follows.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
Research & Development	$	43	$	41	$	140	$	116
Sales & Marketing		—		11		7		22
General & Administrative		183		154		708		422

Total	$	226	$	206	$	855	$	560

Stock compensation expense was allocated between departments as follows;


	Year ended
	December 31, 2016		December 31, 2015
Research & Development	$	165,154	$	148,948
Sales & Marketing		30,418		62,533
General & Administrative		675,698		730,888

Total	$	871,270	$	942,369

Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model


	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017	2016
Expected life (years)		—		—	5.5-6.08	5.5-6.08
Risk-free interest rate		—		—	1.9%-2.2%	1.3%-1.7%
Volatility		—		—	61%-69%	65% - 73%
Dividend rate		—		—	— %	— %

The fair value of each award granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions for the year ended December 31, 2016:


	Year Ended
	December 31, 2016	December 31, 2015
Expected life (years)	6.1	6.1
Risk-free interest rate	1.3% - 1.7%	1.6% - 1.7%
Volatility	65% - 73%	56% - 66%
Dividend rate	— %	— %

Summary of Stock Option Transactions

The following table summarizes stock option transactions for the nine months ended September 30, 2017 as issued under the Plans:


	Shares Available for Grant			Number of Options Outstanding			Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)
Balance at January 1, 2017		191,771			581,686		$	17.10		8.48
Additional shares authorized		134,295			—
Amendment to plan to authorize additional shares		1,785,837			—
Options granted		(622,755	)		622,755			3.05
Options exercised		—			—
Options canceled/forfeited		132,437			(132,437	)		9.30

Balance at September 30, 2017		1,621,585			1,072,004			9.9		8.11

Options vested at September 30, 2017					533,202		$	14.05		6.96

Options vested and expected to vest at September 30, 2017					1,072,004		$	9.90		8.11

The following table summarizes stock option transactions for the years ended December 31, 2016 and 2015 as issued under the Plans:


	Shares Available for Grant			Number of Options Outstanding			Weighted- Average Exercise Price per Share		Weighted Average Remaining Contractual Term
	Shares Available for Grant			Number of Options Outstanding			Weighted- Average Exercise Price per Share		(in years)
Balance at December 31, 2014		121,212			214,402		$	31.70
Additional shares authorized		54,152			—			—
Options granted		(191,142	)		191,142			15.40
Options exercised					(16,769	)		17.50
Options canceled/forfeited		17,007			(17,007	)		25.15

Balance at December 31, 2015		1,229			371,768			24.10		8.75
Additional shares authorized		112,143			—			—
Amendment to plan to authorize additional shares		300,000			—			—
Options granted		(267,851	)		267,851			6.80
Options exercised		—			(11,683	)		6.00
Options canceled/forfeited		46,249			(46,249	)		15.45

Balance at December 31, 2016		191,770			581,687		$	17.10		8.48

Options vested at December 31, 2016					290,006		$	20.60		8.13

Options vested and expected to vest at December 31, 2016					581,686		$	17.10		8.48

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax

The geographical distribution of loss before income taxes are summarized below:


	December 31,
	2016			2015
United States	$	(6,501,997	)	$	(9,740,066	)
Foreign		(235,623	)		—

Total	$	(6,737,620	)	$	(9,740,066	)

Loss resulting from discontinued operations	$	(5,305,894	)	$	(6,168,480	)

Taxes allocated to discontinued operations		21,700			—

Reconciliation of Income Tax Expense by Applying Statutory U.S. Federal Income Tax Rate to Income Before Income Taxes

A reconciliation of income tax expense for continuing operations with amounts determined by applying the statutory U.S. federal income tax rate to income before income taxes is as follows:


	December 31,
	2016			2015
Tax on the loss before income tax expense computed at the federal statutory rate of 34%	$	(2,290,862	)	$	(3,311,267	)
State tax (benefit) at statutory rate, net of federal benefit		(136,982	)		(568,213	)
Foreign Rate Differential		35,343			—
Change in Valuation Allowance		2,355,170			1,826,219
Change in research and development credits		(129,974	)		(60,991	)
Stock Based Compensation - ISO		274,506			—
Change in fair value of warrants		(619,067	)		1,493,215
Other		511,866			621,037

Effective income tax rate		—	%		—	%

Significant Components of Company's Deferred Tax Assets and Liabilities

Significant components of the Company’s deferred tax assets and liabilities are as follows at December 31, 2016 and 2015:


	December 31,
	2016			2015
Non-Current Deferred Tax Assets:
Reserves and accruals	$	159,163		$	152,137
Assets held for sale		63,540			144,606
Net Operating Loss Carryforwards		30,291,080			26,174,912
Research and development credits carryforwards		1,580,253			1,381,296
Intangible Assets		(74,376	)		(77,168	)
Fixed Assets		(1,764	)		3,242

Total Non-Current Deferred Tax Assets		32,017,896			27,779,025

Valuation Allowance		(32,017,896	)		(27,779,025	)

Net Deferred Tax Liability	$	—		$	—

Summary of Gross Unrecognized Tax Benefits

The following tables summarize the activities of gross unrecognized tax benefits:


	December 31,
	2016		2015
Beginning balance	$	691,697	$	673,247
Increase related to prior year tax positions		—		—
Decreases related to prior year tax positions		35,804		(13,207	)
Increase related to current year tax positions		67,461		31,657
Decreases related to current year tax positions		—		—

Ending Balance	$	794,962	$	691,697

Net loss per share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Earnings Per Share [Abstract]

Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding


	As of September 30
	2017		2016
Series A Convertible preferred stock		—		—
Series B Convertible preferred stock		2,009,800		2,756,000
Warrants issued to 2010/2012 convertible note holders to purchase common stock		102,070		102,070
Options to purchase common stock		1,072,004		587,630
Warrants issued in 2009 to purchase common stock		1,851		1,851
Warrants issued to underwriter to purchase common stock		16,500		16,500
Series A Warrants to purchase common stock		485,121		485,121
Series C Warrants to purchase common stock		118,083		118,083
Series D Warrants to purchase common stock		586,162		586,162

Total		4,391,591		4,653,417


	As of December 31,
	2016		2015
Convertible preferred stock		2,556,000		492,432
Warrants issued to 2010/2012 convertible note holders to purchase common stock		96,029		96,029
Options to purchase common stock		581,686		371,767
Warrants issued in 2009 to purchase common stock		1,851		1,851
Warrants issued to underwriter to purchase common stock		16,500		16,500
Series A warrants to purchase common stock		485,121		485,121
Series B warrants to purchase common stock		—		23,316
Series C warrants to purchase common stock		118,083		118,083
Series D warrants to purchase common stock		586,162		256,064

Acquisition (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Business Combinations [Abstract]

Schedule of Purchase Price Consideration

The aggregate purchase price consideration was as follows:


Fair value of stock consideration	$	18,785,926
Fair value of contingent consideration		1,090,125

Total purchase price consideration	$	19,876,051

The aggregate purchase price consideration was as follows:


Cash consideration	$	1,000,000
Fair value of contingent consideration		153,000

Total purchase price consideration	$	1,153,000

Fair Values of Assets Acquired

The fair value of the asset acquired is as follows:


Patents		19,876,051

Net Assets Acquired	$	19,876,051

The fair values of assets acquired at the transaction date are summarized below:


Net tangible assets acquired	$	39,377
Customer contracts		259,730
Patents		135,890
Goodwill		718,003

Net Assets Acquired	$	1,153,000

Pro Forma Information

The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2016 or 2017.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Pro forma total revenue	$	—		$	329		$	641		$	1,167
Pro forma net loss	$	(3,786	)	$	(7,075	)	$	(11,988	)	$	(15,039	)
Pro forma net loss per share - basic and diluted	$	(0.56	)	$	(1.20	)	$	(0.81	)	$	(1.68	)
Proforma weighted-average shares - basic and diluted		6,797,067			5,906,396			14,802,976			8,939,450

In addition, the unaudited pro forma financial information does not attempt to project the future consolidated results of operations.


	December 31,
	2015
Pro forma total revenues	$	1,168,846
Pro forma net loss	$	(16,002,126	)
Pro forma net loss per share – basic and diluted	$	(1.70	)
Pro forma weighted-average shares-basic and diluted		1,885,176

Discontinued Operations, Assets Held for Sale and Asset Sale Transaction (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2017

Dec. 31, 2016

Discontinued Operations and Disposal Groups [Abstract]

Components of Discontinued Operations

The components of the balance sheet accounts presented as assets and liabilities held for sale were as follows:


	September 30, 2017		December 31, 2016
Current assets
Accounts receivable	$	126	$	130
Inventory		437		660

Current assets held for sale		563		790

Long-term assets
Property & equipment, net		—		39
Goodwill		—		718
Other intangible assets		458		818

Long-term assets held for sale		458		1,575

Current liabilities
Accounts payable		23		127
Accrued compensation and other current liabilities		90		119

Total current liabilities for sale		113		246

Long-term liabilities
Other long-term liabilities	$	—		81

Long-term liabilities held for sale	$	—	$	81

The components of the income statement accounts presented as Discontinued Operations were as follows.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Product revenue	$	61		$	329		$	702		$	1,166
Cost of product revenue		237			399			769			1,288

Gross loss		(176	)		(70	)		(67	)		(122	)
Expenses
Research and development		573			423			1,946			2,273
Sales and marketing		37			342			220			1,454
General and administrative		204			138			600			314

Total expenses		814			903			2,766			4,041

Operating loss		(990	)		(973	)		(2,833	)		(4,163	)
Other income (expense)		(37	)		—			(8	)		27

Operating loss		(1,027	)		(973	)		(2,841	)		(4,136	)
Loss on sale of assets		(208	)		—			(208	)		—

Net loss from discontinued operations	$	(1,235	)	$	(973	)	$	(3,049	)	$	(4,136	)

The components of the Balance Sheet accounts presented as assets and liabilities held for sale are as follows.


	December 31, 2016		December 31, 2015
Current assets
Accounts receivable	$	133,337	$	156,127
Inventory		660,391		551,008
Prepaid expenses and other current assets		—		8,624

Current assets held for sale		793,728		715,759

Long-term assets
Property & equipment, net		60,539		50,282
Goodwill		718,003		718,003
Other intangible assets		817,465		916,807

Long-term assets held for sale		1,596,007		1,685,092

Current liabilities
Accounts payable		123,379		199,714
Accrued compensation and other current liabilities		119,021		1,116,699

Total current liabilities for sale		246,400		1,316,413

Long-term liabilities
Other long-term liabilities		81,000		109,404

Long-term liabilities held for sale	$	81,000	$	109,404

The components of the Statement of Operations presented as Discontinued Operations are as follows.


	Year Ended December 31,
	2016			2015
Product revenue	$	1,450,788		$	219,917
Government grant revenue		—			387,555

Total revenue		1,450,788			607,472
Cost of product revenue		1,509,306			352,683

Gross profit loss		(58,518	)		254,789
Expenses
Research and development		2,937,662			4,536,244
Sales and marketing		1,630,591			1,737,470
General and administrative		659,227			149,555

Total expenses		5,227,480			6,423,269

Operating loss		(5,285,998	)		(6,168,480	)
Other income (expense)		(19,896	)		—

Net loss from discontinued operations, net of tax effect	$	(5,327,594	)	$	(6,168,480	)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=65878427&loc=SL51721533-107759

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
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-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721665-107760

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=64827811&loc=d3e1361-107760

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721683-107760

Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=64862545&loc=SL51724579-110230

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5C
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721675-107760

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 4A
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721663-107760

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=64862545&loc=d3e2941-110230

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5B
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721673-107760

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721659-107760

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 5A
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721671-107760

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
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-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721677-107760

+ Details

Description of Business - Additional Information (Detail) $ in Millions	Oct. 06, 2017	Sep. 08, 2015 USD ($)
Common Stock [Member] \| Subsequent event [Member]
Class of Stock [Line Items]
Conversion ratio	0.20
NeoForce, Inc [Member] \| NeoForce Group, Inc. [Member]
Class of Stock [Line Items]
Business acquisition upfront cash payment		$ 1.0

Liquidity, Going Concern and Management's Plans - Additional Information (Detail)												3 Months Ended			9 Months Ended		12 Months Ended
	Mar. 07, 2017 USD ($) shares	Mar. 06, 2017 USD ($)	Jan. 27, 2017 USD ($) shares	Dec. 22, 2016 USD ($)	Sep. 29, 2016 USD ($)	Jul. 05, 2016 USD ($)	Jun. 29, 2016 USD ($) $ / shares shares	Jan. 08, 2016 USD ($)	Oct. 15, 2015 USD ($)	Oct. 12, 2015 USD ($) Closings	Jul. 24, 2015 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($) shares	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($) Closings	Dec. 31, 2016 USD ($) Closings shares	Dec. 31, 2015 USD ($)	Jul. 18, 2017 USD ($)
Liquidity And Managements Plans [Line Items]
Net loss												$ (3,786,000)	$ (2,750,000)		$ (10,642,000)	$ (9,452,000)	$ (12,065,214)	$ (15,908,546)
Accumulated deficit												(108,954,000)			(108,954,000)		(98,311,887)	(86,246,673)
Positive (deficit) in working capital												$ 4,700,000			4,700,000		2,100,000
Net cash used in operating activities															(7,218,000)	(10,809,000)	(13,497,980)	(10,299,330)
Expenses related stock issuance																	0	575,181
Proceeds from issuance of common stock	$ 10,000,000														10,000,000	70,000	0	1,434,194
Shares issued for an investment (in shares) \| shares	1,666,666
Essentialis, Inc. [Member]
Liquidity And Managements Plans [Line Items]
Amount of financing needed				$ 8,000,000
Proceeds from issuance of common stock	$ 8,000,000	$ 8,000,000
Series B Convertible Preferred Stock [Member]
Liquidity And Managements Plans [Line Items]
Net proceeds from issuance of Series A Convertible Preferred															$ 0	13,479,000	$ 13,479,185	0
Common stock on an as-converted basis (shares) \| shares																	(1,000)
Common Stock [Member] \| Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Ownership interest (percent)							4.99%					4.99%			4.99%
Series A Convertible Preferred Stock [Member]
Liquidity And Managements Plans [Line Items]
Net proceeds from issuance of Series A Convertible Preferred															$ 0	5,070,000	$ 5,070,339	4,230,150
Expenses related stock issuance															$ 0	$ 71,000	$ 71,493	$ 0
Common stock on an as-converted basis (shares) \| shares																	(2,220)
Repurchase of Series A Convertible Preferred shares (shares) \| shares																	7,780
Series A Convertible Preferred Stock [Member] \| Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Maximum commitment under stock purchase agreement										$ 10,000,000
Number of closings \| Closings										2
Net proceeds from issuance of Series A Convertible Preferred								$ 5,000,000	$ 4,100,000
Expenses related stock issuance								$ 500,000	$ 400,000
Aspire Capital Fund, LLC [Member]
Liquidity And Managements Plans [Line Items]
Maximum commitment under stock purchase agreement			$ 17,000,000								$ 10,000,000
Agreement term			30 months								24 months
Shares issued during period (in shares) \| shares	416,666		141,666											101,317
Value of common stock shares issued														$ 1,400,000
Proceeds from issuance of common stock	$ 2,000,000	$ 2,000,000	$ 2,000,000
2016 Sabby Purchase Agreement [Member] \| Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Aggregate amount of shares repurchased							$ 7,780,000
Common stock on an as-converted basis (shares) \| shares							841,081
2016 Sabby Purchase Agreement [Member] \| Series B Convertible Preferred Stock [Member] \| Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Number of closings \| Closings																2	2
Net proceeds from issuance of Series A Convertible Preferred					$ 4,400,000	$ 1,300,000
Expenses related stock issuance					$ 300,000	$ 100,000
2016 Sabby Purchase Agreement [Member] \| Common Stock [Member] \| Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Ownership interest (percent)							4.99%
2016 Sabby Purchase Agreement [Member] \| Series A Convertible Preferred Stock [Member] \| Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Net proceeds from issuance of Series A Convertible Preferred							$ 5,600,000
Repurchase of Series A Convertible Preferred shares (shares) \| shares							7,780
2016 Sabby Purchase Agreement [Member] \| Private Placement [Member] \| Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Conversion price per share (in dollars per share) \| $ / shares							$ 5.00
2016 Sabby Purchase Agreement [Member] \| Private Placement [Member] \| Series B Convertible Preferred Stock [Member] \| Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Maximum commitment under stock purchase agreement							$ 13,780,000
Number of shares issued in transaction \| shares							13,780
2016 Sabby Purchase Agreement [Member] \| Private Placement [Member] \| Common Stock [Member] \| Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Number of shares issued upon conversion \| shares							2,756,000
NeoForce Holdings Inc. [Member]
Liquidity And Managements Plans [Line Items]
Total sales proceeds																			$ 977,000

Summary of Significant Accounting Policies - Additional Information (Detail)				9 Months Ended	12 Months Ended
	Dec. 22, 2016 USD ($)	Jul. 01, 2015 USD ($)	Jun. 30, 2015 USD ($) shares	Sep. 30, 2017	Dec. 31, 2016 USD ($) Bank Segment	Dec. 31, 2015 USD ($)
Schedule Of Significant Accounting Policies [Line Items]
Number of commercial banks \| Bank					2
Number of operating segments \| Segment					1
Raw materials					$ 382,000
Work-in-process					101,000
Finished goods					$ 177,000
Aggregate cash payments			$ 450,000
Shares issued during period \| shares			8,000
Initial payment under purchase agreement		$ 150,000
Committed payment amount			$ 100,000
Payment period one					6 months
Payment period two					12 months
Payment period three					18 months
Payments for royalties	$ 100,000
Amortization					$ 99,343	$ 40,813
Goodwill impairment loss					$ 0
Minimum [Member]
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful lives of property and equipment					3 years
Estimated useful life				5 years	5 years
Maximum [Member]
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful lives of property and equipment					5 years
Estimated useful life				12 years	12 years

Summary of Significant Accounting Policies - Intangible Assets (Detail) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Amount		$ 957,620
Accumulated Amortization		(140,155)
Total		817,465
Patents And Trademark [Member]
Finite-Lived Intangible Assets [Line Items]
Amount		697,890
Accumulated Amortization		(105,524)
Total		592,366
Customer Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Amount		259,730
Accumulated Amortization		(34,631)
Total		$ 225,099
Useful life		10 years
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	5 years	5 years
Minimum [Member] \| Patents And Trademark [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life		5 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	12 years	12 years
Maximum [Member] \| Patents And Trademark [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life		12 years

Summary of Significant Accounting Policies - Future Amortization Expense (Detail)	Dec. 31, 2016 USD ($)
Finite-Lived Intangible Assets [Line Items]
2017	$ 99,343
2018	99,343
2019	99,343
2020	90,283
2021	72,165
2022 and thereafter	356,988
Total	817,465
Patents And Trademark [Member]
Finite-Lived Intangible Assets [Line Items]
2017	73,370
2018	73,370
2019	73,370
2020	64,310
2021	46,192
2022 and thereafter	261,754
Total	592,366
Customer Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
2017	25,973
2018	25,973
2019	25,973
2020	25,973
2021	25,973
2022 and thereafter	95,234
Total	$ 225,099

Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Series A Warrants [Member]
Liabilities
Warrant liability	$ 289,000	$ 194,048	$ 509,000	$ 1,212,803
Series C Warrant Liability [Member]
Liabilities
Warrant liability	20,000	85,490	$ 115,000	462,437
Fair Value, Measurements, Recurring [Member]
Liabilities
Warrant liability	309,000	280,000
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member]
Liabilities
Warrant liability		279,538		2,540,240
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member] \| Series A Warrants [Member]
Liabilities
Warrant liability	289,000	194,048		1,212,803
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member] \| Series C Warrant Liability [Member]
Liabilities
Warrant liability	20,000	85,490		462,437
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member] \| Series B Warrants [Member]
Liabilities
Warrant liability				865,000
Fair Value, Measurements, Recurring [Member] \| Level 1 [Member]
Liabilities
Warrant liability	289,000	194,000
Fair Value, Measurements, Recurring [Member] \| Level 1 [Member] \| Convertible preferred stock warrant liability [Member]
Liabilities
Warrant liability		194,048		1,212,803
Fair Value, Measurements, Recurring [Member] \| Level 1 [Member] \| Convertible preferred stock warrant liability [Member] \| Series A Warrants [Member]
Liabilities
Warrant liability	289,000	194,048		1,212,803
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member]
Liabilities
Warrant liability	20,000	86,000
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member] \| Convertible preferred stock warrant liability [Member]
Liabilities
Warrant liability		85,490		1,327,437
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member] \| Convertible preferred stock warrant liability [Member] \| Series C Warrant Liability [Member]
Liabilities
Warrant liability	$ 20,000	85,490		462,437
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member] \| Convertible preferred stock warrant liability [Member] \| Series B Warrants [Member]
Liabilities
Warrant liability				865,000
Money market fund [Member] \| Fair Value, Measurements, Recurring [Member]
Assets
Cash and cash equivalents		2,563,247		3,803,929
Money market fund [Member] \| Fair Value, Measurements, Recurring [Member] \| Level 1 [Member]
Assets
Cash and cash equivalents		$ 2,563,247		$ 3,803,929

Fair Value of Financial Instruments - Additional Information (Detail) - USD ($)				6 Months Ended	12 Months Ended
	Mar. 07, 2017	Jan. 13, 2016	Sep. 08, 2015	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Sep. 30, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	$ 1,100,000
Money market funds					$ 2,600,000		$ 5,300,000
Redwood City, California [Member] \| Level 3 [Member] \| Sublease of Excess Space [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value inputs, discount rate		20.00%
Essentialis, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration liability	$ 1,100,000
NeoForce, Inc [Member] \| NeoForce Group, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of royalty			$ 153,000	$ 153,000	$ 136,000
Fair value inputs, discount rate				20.00%	20.00%	20.00%
Development Milestone [Member] \| Essentialis, Inc. [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Probability of development success rate (percent)	15.30%
Revenue milestone in 2023							100,000,000
Revenue milestone in 2025							$ 200,000,000

Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level 1 and Level 3 Financial Instruments (Detail) - USD ($) $ in Thousands			9 Months Ended		12 Months Ended
	Mar. 05, 2015	Nov. 30, 2014	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Series A Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period, in shares			485,121
De-recognition of Warrant liability upon exercise, in shares			4,800	4,800
Balance at the end of period, in shares			485,121		485,121
Series A Warrants [Member] \| Common stock warrant liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period, in shares			485,121	485,121	485,121
Balance at the beginning of period			$ 194,048	$ 1,212,803	$ 1,212,803
Change in value of Warrant			$ 95		$ (1,018,755)
Balance at the end of period, in shares			485,121		485,121
Balance at end of period			$ 289		$ 194,048
Series B Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
De-recognition of Warrant liability upon exercise, in shares	117,902	117,902
Series B Warrants [Member] \| Common stock warrant liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period, in shares				23,316	23,316
Balance at the beginning of period				$ 865,000	$ 865,000
Change in value of Warrant					$ (271,416)
Series B Warrants [Member] \| Common stock warrant liability [Member] \| Cash Exercise [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
De-recognition of Warrant liability upon exercise, in shares					(20,460)
De-recognition of Series B Warrant liability upon expiration					$ (593,584)
Series B Warrants [Member] \| Common stock warrant liability [Member] \| Cash Less Exercise [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
De-recognition of Warrant liability upon exercise, in shares					(2,856)
Series C Warrant Liability [Member] \| Common stock warrant liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period, in shares			118,083	118,083	118,083
Balance at the beginning of period			$ 85,490	$ 462,437	$ 462,437
Change in value of Warrant			$ (66)		$ (376,947)
Balance at the end of period, in shares			118,083		118,083
Balance at end of period			$ 20		$ 85,490

Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 92,450	$ 68,025
Less accumulated depreciation and amortization		(50,429)	(32,562)
Property and equipment, net	$ 55,000	54,000	35,463
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		23,074	15,439
Computer Hardware [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		56,527	43,469
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		12,849	$ 9,117
Scenario, Previously Reported [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, net		$ 42,021

Property and Equipment, Net - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 18,670	$ 10,274
Depreciation expense, discontinued operations	$ 13,628	$ 57,141

Warrant Liabilities - Additional Information (Detail) - USD ($)						1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 07, 2017	Feb. 13, 2016	Feb. 12, 2016	Mar. 05, 2015	Nov. 30, 2014	Feb. 12, 2016	Jul. 31, 2015	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Apr. 30, 2015
Class of Warrant or Right [Line Items]
Aggregate VWAP (percent)										1.00%		1.00%
(Increase) decrease in the fair value of warrants liabilities								$ (130,000)	$ (200,000)	$ 29,000	$ (1,295,000)	$ (1,667,117)	$ 515,860
Warrants cashless exercised (in shares)													8,744
Issuance of shares upon cashless exercise warrants (in shares)													2,681
Proceeds from issuance of common stock under tender offer	$ 10,000,000									$ 10,000,000	$ 70,000	$ 0	$ 1,434,194
Series A Warrants to Purchase Shares of Common Stock [Member] \| IPO [Member]
Class of Warrant or Right [Line Items]
Number of common stock purchased upon issuance of warrants								489,921	489,921	489,921	489,921
Exercise price of warrants exercised								$ 32.50	$ 32.50	$ 32.50	$ 32.50
Warrants term										5 years	5 years
Series A Warrants [Member]
Class of Warrant or Right [Line Items]
Warrants exercised (in shares)										4,800	4,800
Warrants outstanding (in shares)								485,121		485,121		485,121
Warrant liability								$ 289,000	$ 509,000	$ 289,000	$ 509,000	$ 194,048	1,212,803
(Increase) decrease in the fair value of warrants liabilities								$ (126,000)	121,000	$ (95,000)	703,000	1,000,000
Proceeds from exercise of warrants												0	156,000
Series B Warrants [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrants exercised				$ 32.50	$ 32.50
Warrants exercised (in shares)				117,902	117,902
Warrants outstanding (in shares)		0
(Increase) decrease in the fair value of warrants liabilities		$ 0	$ 272,000									272,000
Warrants cashless exercised (in shares)			20,460			20,460
Stock issued during period (in shares)			97,040			97,100
De-recognition of warrant liability			$ 593,000	$ 6,700,000
Proceeds from exercise of warrants				$ 3,800,000								$ 0	3,720,713
Series B Warrants [Member] \| IPO [Member]
Class of Warrant or Right [Line Items]
Number of common stock purchased upon issuance of warrants					489,921
Series C Warrant Liability [Member]
Class of Warrant or Right [Line Items]
Number of common stock purchased upon issuance of warrants								118,083		118,083		118,083
Exercise price of warrants exercised				$ 31.25										$ 31.25
Warrant liability								$ 20,000	115,000	$ 20,000	115,000	$ 85,490	$ 462,437
(Increase) decrease in the fair value of warrants liabilities								$ (4,000)	$ 79,000	$ (66,000)	$ 348,000	$ 376,947
Warrants cashless exercised (in shares)							905
Proceeds from issuance of common stock under tender offer							$ 5,882
Series C Warrant Liability [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Issuance of shares upon cashless exercise warrants (in shares)							181
Scenario, Previously Reported [Member] \| Series C Warrant Liability [Member]
Class of Warrant or Right [Line Items]
Warrants cashless exercised (in shares)							181

Warrant Liabilities - Fair Value of Convertible Preferred Stock Warrant Liability (Detail)		6 Months Ended	12 Months Ended
	Feb. 12, 2016	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Series B Warrants [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Volatility	90.00%			90.00%
Expected Term	0 years			1 month 12 days
Expected dividend yield	0.00%			0.00%
Risk-free rate	0.65%			0.65%
Series C Warrant Liability [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Volatility		90.00%	90.00%	90.00%
Expected Term		2 years 5 months 1 day	3 years 2 months 1 day	4 years 2 months 1 day
Expected dividend yield		0.00%	0.00%	0.00%
Risk-free rate		1.53%	1.51%	1.76%

Commitments and Contingencies - Additional Information (Detail)						6 Months Ended	9 Months Ended		12 Months Ended
	Feb. 28, 2017 USD ($)	Mar. 01, 2016 ft²	Sep. 08, 2015 USD ($)	Jul. 01, 2015 USD ($) ft²	Feb. 02, 2015 USD ($)	Jun. 30, 2016 USD ($)	Sep. 30, 2017 USD ($) ft²	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) ft²	Dec. 31, 2015 USD ($)	Mar. 07, 2017 USD ($)
Loss Contingencies [Line Items]
Non-cancelable operating lease agreement term				4 years
Area of leased property (in sqft) \| ft²				8,171
Future minimum commitment under non-cancelable operating lease				$ 23,300	$ 22,000				$ 1,714,788
Period of increases to monthly payments				3 years	2 years
Additional area of office space for headquarters facility \| ft²		5,265
Rent expense							$ 405,000	$ 462,000	$ 595,000	$ 375,000
Contingent consideration liability											$ 1,100,000
Long-term contingent consideration liability											1,100,000
Settled Litigation [Member]
Loss Contingencies [Line Items]
Payment to dismiss lawsuit	$ 175,000
Ivyland, Pennsylvania [Member]
Loss Contingencies [Line Items]
Area of leased property (in sqft) \| ft²							2,100		2,100
NeoForce Group, Inc. [Member] \| NeoForce, Inc [Member]
Loss Contingencies [Line Items]
Royalty payment period			36 months				36 months
Fair value of royalty			$ 153,000			$ 153,000			$ 136,000
General and administrative expense									$ 15,000
Fair value inputs, discount rate						20.00%			20.00%	20.00%
Essentialis, Inc. [Member]
Loss Contingencies [Line Items]
Contingent consideration liability											1,100,000
Earnout Payments [Member] \| Essentialis, Inc. [Member]
Loss Contingencies [Line Items]
Contingent consideration											$ 30,000,000

Commitments and Contingencies - Minimum Rental Payments (Detail) - USD ($)	Dec. 31, 2016	Jul. 01, 2015	Feb. 02, 2015
Commitments and Contingencies Disclosure [Abstract]
2017	$ 750,118
2018	629,923
2019	334,747
Total	$ 1,714,788	$ 23,300	$ 22,000

Stockholders' Equity - Additional Information (Detail)										1 Months Ended	3 Months Ended					9 Months Ended		12 Months Ended
Stockholders' Equity - Additional Information (Detail)	Mar. 07, 2017 USD ($) $ / shares shares	Mar. 06, 2017 USD ($)	Jan. 27, 2017 USD ($) shares	Jan. 18, 2017 shares	Jan. 12, 2017 shares	Jan. 10, 2017 shares	Jan. 04, 2017 shares	Jun. 29, 2016 $ / shares shares	Oct. 12, 2015 Closings $ / shares shares	Jun. 30, 2016 USD ($) shares	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($)	Jun. 30, 2016 shares	Mar. 31, 2016 shares	Sep. 30, 2015 shares	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($) Closings	Dec. 31, 2016 USD ($) Closings $ / shares shares	Dec. 31, 2015 USD ($) $ / shares shares	Jun. 28, 2016 $ / shares	Dec. 31, 2014 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Convertible preferred stock, shares authorized											10,000,000					10,000,000		10,000,000	10,000,000
Convertible preferred stock, par value (in dollars per share) \| $ / shares											$ 0.001					$ 0.001		$ 0.001	$ 0.001
Preferred stock redemption discount \| $																		$ 3,400,000
Loss on extinguishment of convertible preferred stock \| $																		(3,651,172)	$ 0
Stock-based compensation expense \| $											$ 226,000	$ 206,000				$ 855,000	$ 560,000	$ 871,270	$ 942,369
Weighted average grant date fair value per option granted (in dollars per share) \| $ / shares																$ 3.05		$ 4.05	$ 4.05
Future stock-based compensation for unvested employee options granted and outstanding \| $											1,400,000					$ 1,400,000		$ 1,553,427
Stock options outstanding, intrinsic value \| $											$ 0					$ 0		$ 0
Liquidated damages amount percent of VWAP (percent)																1.00%		1.00%
Warrants cashless exercised																			8,744
Issuance of shares upon cashless exercise warrants																			2,681
Shares issued for acquisitions (in shares)	3,783,388
Shares issued for an investment (in shares)	1,666,666
Stock sold price per share (in dollars per share) \| $ / shares	$ 4.80
Proceeds from issuance of common stock \| $	$ 10,000,000															$ 10,000,000	70,000	$ 0	$ 1,434,194
Warrants Issued in 2009 to Purchase Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares											$ 108.00					$ 108.00			$ 108.00
Warrants outstanding (in shares)											1,851					1,851			1,851
Warrants term																10 years			10 years
Series D Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares								$ 8.75										$ 12.30		$ 12.30
Modification of the exercise price \| $																		$ 203,000
Warrants outstanding (in shares)									562,162									256,064
Warrants term								5 years										5 years
Liquidated damages amount percent of VWAP (percent)																1.00%		1.00%
Warrants to Purchase Stock [Member] \| 2010 and 2012 Convertible Promissory Notes [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares											$ 24.35					$ 24.35		$ 24.35
Warrants outstanding (in shares)											102,070					102,070		96,029
Warrants term																10 years		10 years
Underwriter [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares											$ 35.70					$ 35.70			$ 35.70
Warrants outstanding (in shares)											16,500					16,500			16,500
Warrants term																10 years			10 years
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant											27,967					27,967		27,967
Percentage of outstanding stock maximum																1.00%		1.00%
Additional shares authorized (in shares)																55,936		55,936
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ownership interest of voting rights of all classes of stock (percent)											10.00%					10.00%		10.00%
NSO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair market value																85.00%		85.00%
Stock-based compensation expense \| $																		$ 13,502
NSO grants in period (in shares)										11,000
NSO's vested (in shares)										5,499
Fair Value of NSO's vested \| $										$ 26,355
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period																4 years		4 years
Income tax benefit from stock compensation expense \| $																$ 0	$ 0	$ 0	$ 0
Number of options granted																622,755		267,851	191,142
Future stock-based compensation, requisite service period																2 years 8 months 12 days		2 years 8 months 12 days
Number of shares available for grant											1,621,585					1,621,585		191,771	1,229		121,212
Additional shares authorized (in shares)																134,295		112,143	54,152
Stock Options [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair market value																110.00%		110.00%
Stock Options [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term of option																10 years		10 years
ISOs [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term of option																5 years		5 years
Aspire Capital Fund, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock sold price per share (in dollars per share) \| $ / shares	$ 4.80
Proceeds from issuance of common stock \| $	$ 2,000,000	$ 2,000,000	$ 2,000,000
Shares issued during period (in shares)	416,666		141,666												101,317
Essentialis, Inc. [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Proceeds from issuance of common stock \| $	$ 8,000,000	$ 8,000,000
Series A Convertible Preferred Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares converted													555	1,665
Repurchase of Series A Convertible Preferred shares (shares)																		7,780
Series A Convertible Preferred Stock [Member] \| Sabby Management, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of closings \| Closings									2
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued upon conversion				120,200	120,200	120,200	120,200						60,000	180,000		546,200		200,000
Common Stock [Member] \| Sabby Management, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ownership interest (percent)								4.99%			4.99%					4.99%
Series B Convertible Preferred Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Convertible preferred stock, par value (in dollars per share) \| $ / shares																		$ 0.001
Convertible preferred stock, shares issued								13,780			10,049					10,049		12,780
Convertible preferred stock, stated value (in dollars per share) \| $ / shares																		$ 1,000
Number of shares converted				601	601	601	601									2,731		1,000
Convertible preferred stock, shares outstanding											10,049					10,049		12,780
Indemnification Claims [Member] \| Essentialis, Inc. [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued for acquisitions (in shares)	182,675
Development Milestone [Member] \| Essentialis, Inc. [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued for acquisitions (in shares)	913,389
2015 Sabby Purchase Agreement [Member] \| Series D Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares									$ 12.30
2015 Sabby Purchase Agreement [Member] \| Series A Convertible Preferred Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Convertible preferred stock, par value (in dollars per share) \| $ / shares																		$ 0.001
Convertible preferred stock, shares issued																		10,000
Convertible preferred stock, stated value (in dollars per share) \| $ / shares																		$ 1,000
2016 Sabby Purchase Agreement [Member] \| Series D Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding (in shares)								540,540
2016 Sabby Purchase Agreement [Member] \| Maxim Group Llc [Member] \| Series D Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares								$ 8.75												$ 12.30
Warrants outstanding (in shares)								24,000	21,621
Warrants term								5 years
2016 Sabby Purchase Agreement [Member] \| Series A Convertible Preferred Stock [Member] \| Sabby Management, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Repurchase of Series A Convertible Preferred shares (shares)								7,780
2016 Sabby Purchase Agreement [Member] \| Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion ratio																200
2016 Sabby Purchase Agreement [Member] \| Common Stock [Member] \| Sabby Management, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ownership interest (percent)								4.99%
2016 Sabby Purchase Agreement [Member] \| Series B Convertible Preferred Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Convertible preferred stock, par value (in dollars per share) \| $ / shares											$ 0.001					$ 0.001
Convertible preferred stock, shares issued											13,780					13,780
Convertible preferred stock, stated value (in dollars per share) \| $ / shares											$ 1,000					$ 1,000
2016 Sabby Purchase Agreement [Member] \| Series B Convertible Preferred Stock [Member] \| Sabby Management, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of closings \| Closings																	2	2
Scenario, Previously Reported [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant date fair value per option granted (in dollars per share) \| $ / shares																		$ 8.30
Scenario, Previously Reported [Member] \| Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant																		191,770

Stockholders' Equity - Summary of Stock Based Compensation Expense (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	$ 226,000	$ 206,000	$ 855,000	$ 560,000	$ 871,270	$ 942,369
Research & Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	43,000	41,000	140,000	116,000	165,154	148,948
Sales & Marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	0	11,000	7,000	22,000	30,418	62,533
General & Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	$ 183,000	$ 154,000	$ 708,000	$ 422,000	$ 675,698	$ 730,888

Stockholders' Equity - Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model (Detail)	9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (years)			6 years 1 month 6 days	6 years 1 month 6 days
Dividend rate	0.00%	0.00%	0.00%	0.00%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (years)	5 years 6 months	5 years 6 months
Risk-free interest rate	1.90%	1.30%	1.30%	1.60%
Volatility	61.00%	65.00%	65.00%	56.00%
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life (years)	6 years 29 days	6 years 29 days
Risk-free interest rate	2.20%	1.70%	1.70%	1.70%
Volatility	69.00%	73.00%	73.00%	66.00%
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend rate	0.00%		0.00%

Stockholders' Equity - Summary of Stock Option Transactions (Detail) - Stock Options [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Shares Available for Grant
Options Available, Beginning balance	191,771	1,229	121,212
Options Available, Additional shares authorized	134,295	112,143	54,152
Options Available, Amendment to plan to authorize additional shares	1,785,837	300,000
Options Available, Granted	(622,755)	(267,851)	(191,142)
Options Available, Exercised		0
Options Available, Canceled/Forfeited	132,437	46,249	17,007
Options Available, Ending balance	1,621,585	191,771	1,229
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance	581,686	371,768	214,402
Options granted	622,755	267,851	191,142
Options exercised		(11,683)	(16,769)
Options canceled/forfeited	(132,437)	(46,249)	(17,007)
Ending balance	1,072,004	581,686	371,768
Weighted-Average Exercise Price per Share
Beginning balance (in dollars per share)	$ 17.10	$ 24.10	$ 31.70
Options granted (in dollars per share)	3.05	6.80	15.40
Options exercised (in dollars per share)		6.00	17.50
Options canceled/forfeited (in dollars per share)	9.30	15.45	25.15
Ending balance (in dollars per share)	$ 9.90	$ 17.10	$ 24.10
Weighted Average Remaining Contractual Term
Options outstanding at end of period	8 years 1 month 10 days	8 years 5 months 23 days	8 years 9 months
Options vested at end of period	6 years 11 months 16 days	8 years 1 month 17 days
Options vested and expected to vest at end of period	8 years 1 month 10 days	8 years 5 months 23 days
Options vested at end of period (shares)	533,202	290,006
Options vested at end of period (in dollars per share)	$ 14.05	$ 20.60
Options vested and expected to vest at end of period (shares)	1,072,004	581,686
Options vested and expected to vest at end of period (in dollars per share)	$ 9.90	$ 17.10
Scenario, Previously Reported [Member]
Shares Available for Grant
Options Available, Beginning balance	191,770
Options Available, Ending balance		191,770
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance	581,687
Ending balance		581,687

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Tax Contingency [Line Items]
Unrecognized tax benefits impacting effective tax rate	$ 0	$ 0
Increase in the valuation allowance	4,238,871
Unrecognized tax benefit offset by change in valuation allowance	794,962
U.S. Federal Jurisdiction [Member]
Income Tax Contingency [Line Items]
Operating loss carryforwards	80,000,000
U.S. Federal Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Income Tax Contingency [Line Items]
Tax credit carryforwards	1,500,000
State Tax Jurisdiction [Member]
Income Tax Contingency [Line Items]
Operating loss carryforwards	52,000,000
State Tax Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Income Tax Contingency [Line Items]
Tax credit carryforwards	1,200,000
Foreign Tax Authority [Member] \| Her Majesty's Revenue and Customs (HMRC) [Member]
Income Tax Contingency [Line Items]
Operating loss carryforwards	$ 235,000

Income Taxes - Geographical Distribution of Income (Loss) before Income Taxes (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
United States	$ (6,501,997)	$ (9,740,066)
Foreign	(235,623)	0
Loss before provision for income tax	(6,737,620)	(9,740,066)
Loss resulting from discontinued operations	(5,305,894)	$ (6,168,480)
Taxes allocated to discontinued operations	$ 21,700

Income Taxes - Reconciliation of Income Tax Expense by Applying Statutory U.S. Federal Income Tax Rate to Income Before Income Taxes (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Tax on the loss before income tax expense computed at the federal statutory rate of 34%	$ (2,290,862)	$ (3,311,267)
State tax (benefit) at statutory rate, net of federal benefit	(136,982)	(568,213)
Foreign Rate Differential	35,343	0
Change in Valuation Allowance	2,355,170	1,826,219
Change in research and development credits	(129,974)	(60,991)
Stock Based Compensation - ISO	274,506	0
Change in fair value of warrants	(619,067)	1,493,215
Other	$ 511,866	$ 621,037
Effective income tax rate	0.00%	0.00%
Federal statutory rate percentage	34.00%	34.00%

Income Taxes - Significant Components of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Non-Current Deferred Tax Assets:
Reserves and accruals	$ 159,163	$ 152,137
Assets held for sale	63,540	144,606
Net Operating Loss Carryforwards	30,291,080	26,174,912
Research and development credits	1,580,253	1,381,296
Intangible Assets	(74,376)	(77,168)
Fixed Assets		3,242
Fixed Assets	(1,764)
Total Non-Current Deferred Tax Assets	32,017,896	27,779,025
Valuation Allowance	(32,017,896)	(27,779,025)
Net Deferred Tax Liability	$ 0	$ 0

Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 691,697	$ 673,247
Increase related to prior year tax positions	35,804	0
Decreases related to prior year tax positions		(13,207)
Increase related to current year tax positions	67,461	31,657
Decreases related to current year tax positions	0	0
Ending Balance	$ 794,962	$ 691,697

Net loss per share - Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding (Detail) - shares	9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	4,391,591	4,653,417
Underwriter [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	16,500	16,500	16,500	16,500
Series A Warrants to Purchase Shares of Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	485,121	485,121	485,121	485,121
Series B Warrants to Purchase Shares of Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding				23,316
Series C Warrant to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	118,083	118,083	118,083	118,083
Series D Warrant To Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	586,162	586,162	586,162	256,064
Warrants Issued to 2010/2012 Convertible Note Holders to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	102,070	102,070	96,029	96,029
Options to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	1,072,004	587,630	581,686	371,767
Warrants Issued in 2009 to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	1,851	1,851	1,851	1,851
Development Milestone [Member] \| Essentialis, Inc. [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of contingently issuable shares	182,675
Indemnification Claims [Member] \| Essentialis, Inc. [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of contingently issuable shares	913,389
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding			2,556,000	492,432
Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	0	0
Series B Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	2,009,800	2,756,000

Acquisition - Additional Information (Detail) - USD ($)			6 Months Ended	9 Months Ended	12 Months Ended
Acquisition - Additional Information (Detail) - USD ($)	Mar. 07, 2017	Sep. 08, 2015	Jun. 30, 2016	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Amortization					$ 99,343	$ 40,813
Share price (in usd per share)	$ 3.85
NeoForce Group, Inc. [Member] \| NeoForce, Inc [Member]
Business Acquisition [Line Items]
Business acquisition upfront cash payment		$ 1,000,000
Royalty payment period		36 months		36 months
Royalty payable					11,412
Fair value of royalty		$ 153,000	$ 153,000		$ 136,000
Fair value inputs, discount rate (percent)			20.00%		20.00%	20.00%
Amortization						$ 53,000
Revenue of acquiree						279,000
Net income of acquiree						$ 76,000
Essentialis, Inc. [Member]
Business Acquisition [Line Items]
Shares issued in acquisition (in shares)	3,783,388
Essentialis, Inc. [Member] \| Patents [Member]
Business Acquisition [Line Items]
Capitalized costs	$ 573,000
Legal fees	469,000
Printing fees	75,000
Accounting and other fees	29,000
Total intangible asset	$ 20,400,000
Essentialis, Inc. [Member] \| Indemnification Claims [Member]
Business Acquisition [Line Items]
Shares issued in acquisition (in shares)	182,675
Essentialis, Inc. [Member] \| Development Milestone [Member]
Business Acquisition [Line Items]
Shares issued in acquisition (in shares)	913,389
Probability of development success rate (percent)	15.30%
Revenue milestone in 2023				$ 100,000,000
Revenue milestone in 2025				$ 200,000,000
Essentialis, Inc. [Member] \| Earnout Payments [Member]
Business Acquisition [Line Items]
Contingent consideration	$ 30,000,000
Essentialis, Inc. [Member] \| Revenue Milestone One [Member]
Business Acquisition [Line Items]
Fair value inputs, discount rate (percent)	30.00%
Essentialis, Inc. [Member] \| Revenue Milestone Two [Member]
Business Acquisition [Line Items]
Fair value inputs, discount rate (percent)	21.00%

Acquisition - Purchase Price Consideration (Detail) - USD ($)	Mar. 07, 2017	Sep. 08, 2015
NeoForce Group, Inc. [Member] \| NeoForce, Inc [Member]
Business Acquisition [Line Items]
Cash consideration		$ 1,000,000
Fair value of contingent consideration		153,000
Total purchase price consideration		1,153,000
Net tangible assets acquired		39,377
Other intangible assets, net		718,003
Net Assets Acquired		1,153,000
NeoForce Group, Inc. [Member] \| Patents [Member] \| NeoForce, Inc [Member]
Business Acquisition [Line Items]
Net intangible assets acquired		135,890
NeoForce Group, Inc. [Member] \| Customer Contracts [Member] \| NeoForce, Inc [Member]
Business Acquisition [Line Items]
Net intangible assets acquired		$ 259,730
Essentialis, Inc. [Member]
Business Acquisition [Line Items]
Fair value of stock consideration	$ 18,785,926
Fair value of contingent consideration	1,090,125
Total purchase price consideration	19,876,051
Net Assets Acquired	19,876,051
Essentialis, Inc. [Member] \| Patents [Member]
Business Acquisition [Line Items]
Patents	$ 19,876,051

Acquisition - Pro Forma Information (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Acquisition - Pro Forma Information (Detail) - USD ($)	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2015
Essentialis, Inc. [Member]
Business Acquisition [Line Items]
Pro forma total revenue	$ 0	$ 329,000	$ 641,000	$ 1,167,000
Pro forma net loss	$ (3,786,000)	$ (7,075,000)	$ (11,988,000)	$ (15,039,000)
Pro forma net loss per share - basic and diluted	$ (0.56)	$ (1.20)	$ (0.81)	$ (1.68)
Proforma weighted-average shares - basic and diluted	6,797,067,000	5,906,396,000	14,802,976,000	8,939,450,000
NeoForce Group, Inc. [Member] \| NeoForce, Inc [Member]
Business Acquisition [Line Items]
Pro forma total revenue					$ 1,168,846
Pro forma net loss					$ (16,002,126)
Pro forma net loss per share - basic and diluted (in dollars per share)					$ (1.70)
Pro forma weighted-average shares-basic and diluted (shares)					1,885,176

Compensation Plan for Board Members (Detail) - Board Members [Member]	3 Months Ended	9 Months Ended
	Sep. 30, 2016 Director shares	Sep. 30, 2017 shares
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Number of board members elected to be paid in stock \| Director	2
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares) \| shares	5,084	58,589

Subsequent Events - Additional Information (Detail)														1 Months Ended	3 Months Ended				9 Months Ended		12 Months Ended
Subsequent Events - Additional Information (Detail)	Dec. 11, 2017 USD ($) $ / shares shares	Oct. 06, 2017	Oct. 02, 2017 shares	Mar. 07, 2017 USD ($) shares	Mar. 06, 2017 USD ($)	Feb. 28, 2017 USD ($)	Jan. 27, 2017 USD ($) shares	Jan. 18, 2017 Fund shares	Jan. 12, 2017 shares	Jan. 10, 2017 shares	Jan. 04, 2017 shares	Dec. 22, 2016 USD ($)	Jul. 24, 2015 USD ($)	Dec. 31, 2017 shares	Sep. 30, 2016 shares	Jun. 30, 2016 shares	Mar. 31, 2016 shares	Sep. 30, 2015 shares	Sep. 30, 2017 USD ($) shares	Sep. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) shares	Dec. 31, 2015 USD ($)
Subsequent Event [Line Items]
Proceeds from issuance of common stock \| $				$ 10,000,000															$ 10,000,000	$ 70,000	$ 0	$ 1,434,194
Shares issued for financing (shares)				1,666,666
Number of funds \| Fund								2
Stock-based compensation expense, discontinued operation \| $																					$ 132,000	$ 211,000
Aspire Capital Fund, LLC [Member]
Subsequent Event [Line Items]
Proceeds from issuance of common stock \| $				$ 2,000,000	$ 2,000,000		$ 2,000,000
Number of newly issued				416,666			141,666											101,317
Maximum commitment under stock purchase agreement \| $							$ 17,000,000						$ 10,000,000
Purchase agreement term							30 months						24 months
Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued upon conversion								120,200	120,200	120,200	120,200					60,000	180,000		546,200		200,000
Series B Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Converted preferred stock								601	601	601	601								2,731		1,000
Issuance of common stock on conversion of Convertible Preferred shares																					(1,000)
Essentialis, Inc. [Member]
Subsequent Event [Line Items]
Amount of financing needed \| $												$ 8,000,000
Proceeds from issuance of common stock \| $				$ 8,000,000	$ 8,000,000
Common stock shares issued in acquisition (shares)				3,783,388
Shares reserved for indemnification claims (shares)				182,676
Indemnification claims period				1 year
Contingent consideration potential additional shares issuable if milestones are reached (shares)				913,389
Maximum total common stock issuable in acquisition (in shares)				4,879,453
Common Stock [Member]
Subsequent Event [Line Items]
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares)																					5,084
Common Stock [Member] \| Series B Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Issuance of common stock on conversion of Convertible Preferred shares																					200,000
Settled Litigation [Member]
Subsequent Event [Line Items]
Payment to dismiss lawsuit \| $						$ 175,000
Board Members [Member]
Subsequent Event [Line Items]
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares)															5,084				58,589
Subsequent event [Member] \| Unit Purchase Agreement [Member]
Subsequent Event [Line Items]
Number of newly issued	8,141,116
Price per unit \| $ / shares	$ 1.84
Gross Proceeds from issuance of units \| $	$ 15,000,000
Subsequent event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Conversion ratio		0.20
Subsequent event [Member] \| Series B Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Converted preferred stock														5,478
Subsequent event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Conversion ratio		0.20
Subsequent event [Member] \| Common Stock [Member] \| Unit Purchase Agreement [Member]
Subsequent Event [Line Items]
Warrant to call common stock	0.74
Warrant exercise price \| $ / shares	$ 2.00
Warrants, to purchase shares of common stock	6,024,425
Subsequent event [Member] \| Common Stock [Member] \| Series B Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Issuance of common stock on conversion of Convertible Preferred shares														1,095,600
Subsequent event [Member] \| Board Members [Member]
Subsequent Event [Line Items]
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares)			31,718
Earnout Payments [Member] \| Essentialis, Inc. [Member]
Subsequent Event [Line Items]
Maximum potential cash earnout payments \| $				$ 30,000,000

Subsequent Events - Discontinued Operations, Assets Held for Sale and Asset Sale Transaction - Balance Sheet Components of Discontinued Operations (Detail) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Current assets
Current assets held for sale	$ 563,000	$ 790,000	$ 715,759
Long-term assets
Long-term assets held for sale	458,000	1,584,000	1,685,092
Current liabilities
Total current liabilities for sale	113,000	246,400	1,316,413
Long-term liabilities
Long-term liabilities held for sale	0	81,000	109,404
Scenario, Previously Reported [Member]
Current assets
Current assets held for sale		793,728
Long-term assets
Long-term assets held for sale		1,596,007
CoSense and NFI [Member] \| Discontinued Operations, Held-for-sale [Member]
Current assets
Accounts receivable	126,000	133,337	156,127
Inventory	437,000	660,391	551,008
Prepaid expenses and other current assets			8,624
Current assets held for sale	563,000	793,728	715,759
Long-term assets
Property & equipment, net		39,000	50,282
Goodwill		718,003	718,003
Other intangible assets	458,000	817,465	916,807
Long-term assets held for sale	458,000	1,574,468	1,685,092
Current liabilities
Accounts payable	23,000	127,000	199,714
Accrued compensation and other current liabilities	90,000	119,021	1,116,699
Total current liabilities for sale	$ 113,000	246,400	1,316,413
Long-term liabilities
Other long-term liabilities		81,000	109,404
Long-term liabilities held for sale		81,000	$ 109,404
CoSense and NFI [Member] \| Discontinued Operations, Held-for-sale [Member] \| Scenario, Previously Reported [Member]
Long-term assets
Property & equipment, net		60,539
Long-term assets held for sale		1,596,007
Current liabilities
Accounts payable		$ 123,379

Subsequent Events - Discontinued Operations, Assets Held for Sale and Asset Sale Transaction - Components of Income of Discontinued Operations (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Expenses
Net loss from discontinued operations, net of tax effect	$ (1,235,000)	$ (973,000)	$ (3,049,000)	$ (4,136,000)	$ (5,327,594)	$ (6,168,480)
CoSense and NFI [Member] \| Discontinued Operations, Held-for-sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Product revenue					1,450,788	219,917
Government grant revenue						387,555
Total revenue	61,000	329,000	702,000	1,166,000	1,450,788	607,472
Cost of product revenue	237,000	399,000	769,000	1,288,000	1,509,306	352,683
Gross profit loss	(176,000)	(70,000)	(67,000)	(122,000)	(58,518)	254,789
Expenses
Research and development	573,000	423,000	1,946,000	2,273,000	2,937,662	4,536,244
Sales and marketing	37,000	342,000	220,000	1,454,000	1,630,591	1,737,470
General and administrative	204,000	138,000	600,000	314,000	659,227	149,555
Total expenses	814,000	903,000	2,766,000	4,041,000	5,227,480	6,423,269
Operating loss	(990,000)	(973,000)	(2,833,000)	(4,163,000)	(5,285,998)	(6,168,480)
Other income (expense)	(37,000)		(8,000)		(19,896)
Net loss from discontinued operations, net of tax effect	$ (1,235,000)	$ (973,000)	$ (3,049,000)	$ (4,136,000)	$ (5,327,594)	$ (6,168,480)

Discontinued Operations, Assets Held for Sale and Asset Sale Transaction - Balance Sheet Components of Discontinued Operations (Detail) - USD ($)	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Current assets
Current assets held for sale	$ 563,000	$ 790,000	$ 715,759
Long-term assets
Long-term assets held for sale	458,000	1,584,000	1,685,092
Current liabilities
Total current liabilities for sale	113,000	246,400	1,316,413
Long-term liabilities
Long-term liabilities held for sale	0	81,000	109,404
CoSense and NFI [Member] \| Discontinued Operations, Held-for-sale [Member]
Current assets
Accounts receivable	126,000	133,337	156,127
Inventory	437,000	660,391	551,008
Current assets held for sale	563,000	793,728	715,759
Long-term assets
Property & equipment, net		39,000	50,282
Goodwill		718,003	718,003
Other intangible assets	458,000	817,465	916,807
Long-term assets held for sale	458,000	1,574,468	1,685,092
Current liabilities
Accounts payable	23,000	127,000	199,714
Accrued compensation and other current liabilities	90,000	119,021	1,116,699
Total current liabilities for sale	$ 113,000	246,400	1,316,413
Long-term liabilities
Other long-term liabilities		81,000	109,404
Long-term liabilities held for sale		$ 81,000	$ 109,404

Discontinued Operations, Assets Held for Sale and Asset Sale Transaction - Components of Income of Discontinued Operations (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Expenses
Operating loss	$ (1,027,000)	$ (973,000)	$ (2,841,000)	$ (4,136,000)
Loss on sale of assets	(208,000)	0	(208,000)	0
Total	(1,235,000)	(973,000)	(3,049,000)	(4,136,000)	$ (5,327,594)	$ (6,168,480)
CoSense and NFI [Member] \| Discontinued Operations, Held-for-sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Product revenue	61,000	329,000	702,000	1,166,000	1,450,788	607,472
Cost of product revenue	237,000	399,000	769,000	1,288,000	1,509,306	352,683
Gross loss	(176,000)	(70,000)	(67,000)	(122,000)	(58,518)	254,789
Expenses
Research and development	573,000	423,000	1,946,000	2,273,000	2,937,662	4,536,244
Sales and marketing	37,000	342,000	220,000	1,454,000	1,630,591	1,737,470
General and administrative	204,000	138,000	600,000	314,000	659,227	149,555
Total expenses	814,000	903,000	2,766,000	4,041,000	5,227,480	6,423,269
Operating loss	(990,000)	(973,000)	(2,833,000)	(4,163,000)	(5,285,998)	(6,168,480)
Other expense	(37,000)		(8,000)		(19,896)
Other income		0		27,000
Operating loss	(1,027,000)	(973,000)	(2,841,000)	(4,136,000)
Loss on sale of assets	(208,000)		(208,000)
Total	$ (1,235,000)	$ (973,000)	$ (3,049,000)	$ (4,136,000)	$ (5,327,594)	$ (6,168,480)

Discontinued Operations, Assets Held for Sale and Asset Sale Transaction - Narrative (Detail) - USD ($)		2 Months Ended	3 Months Ended		9 Months Ended
	Jul. 18, 2017	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on sale of assets			$ (208,000)	$ 0	$ (208,000)	$ 0
NeoForce Holdings Inc. [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from the sale of business	$ 720,000	$ 142,000
Total sales proceeds	977,000
Accounts receivable	257,000	$ 115,000	$ 115,000		$ 115,000
Loss on sale of assets	208,000
Assets held for sale	$ 1,185,000

Common Stock Purchase Agreement (Detail) - USD ($)					3 Months Ended	9 Months Ended		12 Months Ended
Common Stock Purchase Agreement (Detail) - USD ($)	Mar. 07, 2017	Mar. 06, 2017	Jan. 27, 2017	Jul. 24, 2015	Sep. 30, 2015	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Class of Stock [Line Items]
Commitment shares expense								$ 24,405
Stock sold price per share (in dollars per share)	$ 4.80
Proceeds from issuance of common stock	$ 10,000,000					$ 10,000,000	$ 70,000	$ 0	$ 1,434,194
Aspire Capital Fund, LLC [Member]
Class of Stock [Line Items]
Maximum commitment under stock purchase agreement			$ 17,000,000	$ 10,000,000
Agreement term			30 months	24 months
Shares issued during period (in shares)	416,666		141,666		101,317
Commitment shares expense	$ 602,000
Stock sold price per share (in dollars per share)	$ 4.80
Proceeds from issuance of common stock	$ 2,000,000	$ 2,000,000	$ 2,000,000

Shareholder Lawsuit (Detail) $ in Thousands	12 Months Ended
Shareholder Lawsuit (Detail) $ in Thousands	Dec. 31, 2016 USD ($)
Garfield vs Capnia, Inc. [Member] \| Settled Litigation [Member]
Loss Contingencies [Line Items]
Professional fees	$ 175