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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2017	Mar. 21, 2018	Jun. 30, 2017
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Trading Symbol	SLNO
Entity Registrant Name	SOLENO THERAPEUTICS INC
Entity Central Index Key	0001484565
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		19,486,729
Entity Public Float			$ 0

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 17,099,507	$ 2,725,996
Restricted cash	35,000	35,000
Prepaid expenses and other current assets	342,927	246,570
Current assets held for sale		793,728
Total current assets	17,993,807	3,801,294
Long-term assets
Property and equipment, net	22,885	42,021
Other assets	125,530	125,530
Intangible assets, net	20,413,056
Long-term assets held for sale		1,596,007
Total assets	39,021,665	5,564,852
Current liabilities
Accounts payable	633,104	410,512
Accrued compensation and other current liabilities	973,054	1,050,466
Current liabilities held for sale	126,611	246,400
Total current liabilities	1,732,769	1,707,378
Long-term liabilities
Contingent liability for Essentialis purchase price	5,081,840
Other liabilities	13,163	61,739
Long-term liabilities held for sale	225,392	81,000
Total liabilities	12,486,757	2,129,655
Commitments and contingencies (Note 7)
Stockholders' equity
Common stock	19,239	3,357
Additional paid-in-capital	140,494,976	101,743,714
Accumulated deficit	(113,979,312)	(98,311,887)
Total stockholders' equity	26,534,908	3,435,197
Total liabilities and stockholders' equity	39,021,665	5,564,852
Scenario, Previously Reported [Member]
Current assets
Current assets held for sale	516,373
Long-term assets
Property and equipment, net	22,885
Long-term assets held for sale	466,387
Series B Convertible Preferred Stock [Member]
Stockholders' equity
Convertible preferred stock	5	13
Series A Warrant Liability [Member]
Long-term liabilities
Warrant liability	351,713	194,048
Series C Warrant [Member]
Long-term liabilities
Warrant liability	5,880	$ 85,490
2017 PIPE Warrant Liability [Member]
Long-term liabilities
Warrant liability	$ 5,076,000

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock shares authorized	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued		3,357,387
Common stock, shares outstanding		3,357,387
Scenario, Previously Reported [Member]
Common stock, shares issued	19,238,972
Common stock, shares outstanding	19,238,972
Series B Convertible Preferred Stock [Member]
Preferred stock par value (in dollars per share)		$ 0.001
Convertible preferred stock, shares designated	13,780	13,780
Convertible preferred stock, shares issued	4,571	12,780
Convertible preferred stock, shares outstanding	4,571	12,780
Convertible preferred stock, aggregate liquidation preference	$ 0	$ 0

Condensed Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Operating Expenses
Research and development	$ 3,068,742	$ 2,247,141
Sales and marketing	25,731	0
General and administrative	6,584,650	6,076,976
Change in fair value of contingent consideration	2,492,192	0
Total operating expenses	12,171,315	8,324,117
Operating loss	(12,171,315)	(8,324,117)
Interest and other income (expense)
Cease-use income (expense)	4,167	(93,749)
Change in fair value of warrants liabilities	(967,055)	1,667,117
Other income (expense)	(590,114)	13,129
Total other income (expense)	(1,553,002)	1,586,497
Loss from continuing operations before provision for income tax benefit	(13,724,317)	(6,737,620)
Provision for income tax benefit from continuing operations	1,650,467	0
Loss from continuing operations	(12,073,850)	(6,737,620)
Loss from discontinued operations:
Operating loss	(3,407,596)	(5,327,594)
Loss on sale of assets, net of tax effect	(185,979)	0
Loss from discontinued operations	(3,593,575)	(5,327,594)
Net loss	$ (15,667,425)	$ (12,065,214)
Loss per common share from continuing operations, basic and diluted (Note 14) (in usd per share)	$ 0	$ 0
Loss on extinguishment of convertible preferred stock	$ 0	$ 3,651,172
Net loss applicable to common stockholders	$ (15,667,425)	$ (15,716,386)
Loss per common share from discontinued operations, basic and diluted
Loss per common share from discontinued operations, basic and diluted	$ (0.40)	$ (1.72)
Net loss per common share, basic and diluted	$ (1.75)	$ (5.07)
Weighted-average common shares outstanding used to calculate basic and diluted net loss per common share	8,977,795	3,101,496

Consolidated Statements of Stockholders' Equity - USD ($)	Total	Essentialis, Inc. [Member]	2017 Aspire Purchase Agreement [Member]	Series B Warrant Cashless Exercises [Member]	2017 PIPE Warrant Liability [Member]	Common Stock [Member]	Common Stock [Member] Essentialis, Inc. [Member]	Common Stock [Member] 2017 Aspire Purchase Agreement [Member]	Common Stock [Member] Series B Warrant Cashless Exercises [Member]	Common Stock [Member] 2017 PIPE Warrant Liability [Member]	Additional Paid-In Capital [Member]	Additional Paid-In Capital [Member] Essentialis, Inc. [Member]	Additional Paid-In Capital [Member] 2017 Aspire Purchase Agreement [Member]	Additional Paid-In Capital [Member] Series B Warrant Cashless Exercises [Member]	Additional Paid-In Capital [Member] 2017 PIPE Warrant Liability [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, 2015																	$ 5			$ 0
Balances at beginning (shares) at Dec. 31, 2015																	4,555			0
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
Issuance of common stock on conversion of Convertible Preferred shares, value																	$ (2)			$ (1)
Issuance of common stock on conversion of Convertible Preferred (shares)																	(2,220)			(1,000)
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
Redemption of Series A Convertible Preferred	$ (7,780,000)										$ (7,779,992)						$ (8)
Redemption of Series A Convertible Preferred (Shares)																	(7,780)
Issuance of common stock on conversion of Convertible Preferred shares, value																	$ (2)			$ (1)
Issuance of common stock on conversion of Convertible Preferred (shares)																	(2,220)			(1,000)
Balances at ending at Dec. 31, 2016																	$ 0			$ 13
Balances at ending (shares) at Dec. 31, 2016																				12,780
Balances at beginning at Dec. 31, 2015	3,223,816					$ 2,804					89,467,681					$ (86,246,673)
Balances at beginning (shares) at Dec. 31, 2015						2,803,580
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	871,270										871,270
Issuance of Convertible Preferred shares (net of transaction costs)																	5,445,000		$ 5,444,995	$ 13,780,000		$ 13,779,986
Less transaction costs																	(374,661)		(374,661)	(353,105)		(353,105)
Issuance of common stock for stock option exercises	70,103					$ 12					70,091
Issuance of common stock for stock option exercises (Shares)						11,683
Redemption of Series A Convertible Preferred	(7,780,000)										(7,779,992)						$ (8)
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
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]
Issuance of common stock				$ 593,584					$ 97					$ 593,487				$ 240	$ (238)		$ 200	(199)
Issuance of common stock (shares)									97,040									240,000			200,000
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
Issuance of common stock on conversion of Convertible Preferred shares, value																				$ (8)
Issuance of common stock on conversion of Convertible Preferred (shares)																				(8,209)
Redemption of Series A Convertible Preferred (Shares)																	(7,780)
Issuance of common stock on conversion of Convertible Preferred shares, value																				$ (8)
Issuance of common stock on conversion of Convertible Preferred (shares)																				(8,209)
Balances at ending at Dec. 31, 2017																	$ 0			$ 5
Balances at ending (shares) at Dec. 31, 2017																				4,571
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation	1,000,251										1,000,251
Less transaction costs	(1,172,485)
Issuance of common stock to board members in lieu of cash payments for quarterly board fees	277,786					$ 90					277,695
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares)						90,306
Net loss	(15,667,425)															(15,667,425)
Issuance of common stock to acquire Essentialis		$ 17,246,495					$ 3,783					$ 17,242,712
Balances at end at Dec. 31, 2017	26,534,908					$ 19,239					140,494,976					(113,979,312)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock to acquire Essentialis (Shares)							3,783,388
Balances at end (shares) at Dec. 31, 2017						19,238,972
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares to Aspire Capital in lieu of commitment fees	602,083					$ 142					601,941
Rounding adjustment resulting from 1 for 5 reverse split	$ 0					$ 0					$ 0					$ 0
Rounding adjustment resulting from 1 for 5 reverse split (Shares)						(24)
Issuance of common stock			$ 10,000,000		$ 13,827,521			$ 2,083		$ 8,141			$ 9,997,917		$ 13,819,380						$ 1,642	$ (1,634)
Issuance of common stock (shares)								2,083,333		8,141,116											1,641,800
Fair value at transaction date of warrants to purchase common stock under the 2017 PIPE					$ (4,187,000)										$ (4,187,000)
Fair value at transaction date of warrants to purchase common stock under the 2017 PIPE (Shares)	0					0					0					0
Net loss	$ (15,667,425)															$ (15,667,425)
Balances at end at Dec. 31, 2017	$ 26,534,908					$ 19,239					$ 140,494,976					$ (113,979,312)
Balances at end (shares) at Dec. 31, 2017						19,238,972
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of shares to Aspire Capital in lieu of commitment fees (Shares)						141,666

Consolidated Statements of Stockholders' Equity (Parenthetical)	12 Months Ended
	Dec. 31, 2017 USD ($)
Less transaction costs	$ 1,172,485
Common Stock [Member]
Reverse stock split	0.2

Condensed Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Cash flows from operating activities:
Net loss	$ (15,667,425)	$ (12,065,214)
Loss from discontinued operations	(3,593,575)	(5,327,594)
Loss from continuing operations	(12,073,850)	(6,737,620)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,611,271	18,670
Stock-based compensation expense	880,031	739,232
Income tax benefit	(1,651,267)	0
Board fees paid with common stock	277,786	24,404
Change in fair value of stock warrants	967,055	(1,667,117)
Change in fair value of contingent consideration	2,492,192	0
Loss on disposition of equipment	0	768
Inducement charge for Series C warrants		0
Noncash expense of issuing shares to Aspire Capital	602,083	0
Change in operating assets and liabilities:
Prepaid expenses and other assets	(96,356)	(87,552)
Other long-term assets	0	(49,190)
Accounts payable	190,630	(76,828)
Accrued compensation and other current liabilities	(78,303)	534,486
Other long-term liabilities	(40,040)	40,039
Net cash used in continuing operating activities	(6,918,768)	(7,260,708)
Net cash used in discontinued operations	(3,031,190)	(6,237,272)
Net cash used in operating activities	(9,949,958)	(13,497,980)
Cash flows from investing activities:
Costs of Essentialis acquisition	(572,592)	0
Security deposit on sublease	13,163	0
Purchase of property and equipment	(2,569)	(14,795)
Net cash used in continuing investing activities	(561,998)	(14,795)
Net cash provided by (used in) discontinued investing activities	940,780	(23,885)
Net cash provided by (used in) investing activities	378,782	(38,680)
Cash flows from financing activities:
Proceeds from issuance of common stock	10,000,000	0
Proceeds from sale of common stock and common stock warrants	15,008,158	0
Cash paid for the cost issuance of common stock and common stock warrants	(1,063,471)	0
Proceeds from exercise of common stock options	0	70,102
Net cash provided by continuing financing activities	23,944,687	10,768,133
Net cash provided by discontinued financing activities	0	0
Net cash provided by financing activities	23,944,687	10,768,133
Net decrease in cash and cash equivalents from discontinued operations	14,373,511	(2,768,527)
Cash and cash equivalents, beginning of period	2,725,996	5,494,523
Cash and cash equivalents, end of period	17,099,507	2,725,996
Supplemental disclosure of cash flow information
Cash paid for income taxes	800	0
Supplemental disclosures of noncash investing and financing information
Issuance of common stock for Essentialis acquisition	17,246,495	0
Warrants issued in connection with sale of common stock	4,187,000	0
Contingent cash consideration of Essentialis acquisition	2,589,648	0
Costs of issuing common stock and common stock warrants recorded in accounts payable	117,164	0
Preferred convertible stock transaction costs included in Accounts Payable	0	52,290
Fixed asset purchases included in accounts payable	0	11,200
Series B Warrant Liability [Member] \| Cash Less Exercise [Member]
Supplemental disclosures of noncash investing and financing information
De-recognition of warrant liability	0	593,584
Continuing Operations [Member]
Cash flows from financing activities:
Net decrease in cash and cash equivalents from discontinued operations	16,584,141	3,492,630
Discontinued Operations [Member]
Cash flows from financing activities:
Net decrease in cash and cash equivalents from discontinued operations	(2,210,630)	(6,261,157)
Series A Convertible Preferred Stock [Member]
Cash flows from financing activities:
Net proceeds from issuance of Convertible Preferred	0	5,070,339
Redemption of Series A Convertible Preferred stock in conjunction with issuance of Series B Convertible Preferred stock	0	(7,780,000)
Series A Convertible Preferred transaction costs paid	0	(71,493)
Supplemental disclosures of noncash investing and financing information
Conversion of preferred to common stock	0	1,200,000
Series B Convertible Preferred Stock [Member]
Cash flows from financing activities:
Net proceeds from issuance of Convertible Preferred	0	13,479,185
Supplemental disclosures of noncash investing and financing information
Conversion of preferred to common stock	$ 0	$ 1,000,000

Description of Business	12 Months Ended
Description of Business	Dec. 31, 2017
Accounting Policies [Abstract]
Description of Business	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 initially developed and commercialized neonatology devices and diagnostics. Additionally, the Company also had a therapeutics platform based on its proprietary technology for precision metering of gas flow. Upon the acquisition of Essentialis Inc., or “Essentialis” in 2017, the Company initiated actions to divest, sell or dispose its device and diagnostics business activities and focus its research and development efforts on advancing the lead drug candidate acquired with Essentialis. On September 2, 2015, the Company established NeoForce, Inc. (“NFI”), a wholly owned subsidiary incorporated in the State of Delaware, and 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 marketed through NFI. On April 27, 2015, the Company established Soleno Therapeutics UK Ltd. (formerly 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. On March 7, 2017, Soleno completed its merger, or the Merger, with Essentialis, Inc., a Delaware corporation, or Essentialis in accordance with the Merger Agreement by and between Soleno Therapeutics and Essentialis dated December 22, 2016, or the Merger Agreement. 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 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 CNS diseases. Essentialis has tested Diazoxide Choline Controlled Release Tablet, or DCCR, as a treatment for Prader-Willi Syndrome, or PWS, a complex metabolic/neurobehavioral disorder. DCCR has orphan designation for the treatment of PWS in the United States, or U.S., as well as in the European Union, or E.U. Subsequent to the merger with Essentialis, the Company explored opportunities to divest, sell or dispose of the NeoForce, CoSense, and Serenz businesses. 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, with a secondary emphasis on its joint venture with OAHL for the CoSense technology. CoSense is 510(k) cleared for sale in the U.S. and received CE Mark certification for sale in the E.U. The Company continues to separately evaluate alternatives for its Serenz portfolio. The operations directly related to the NeoForce, CoSense, and Serenz business are reported herein as discontinued operations and the related assets are reported as assets held for sale in accordance with ASC 205-20-45-10. On May 8, 2017, Soleno 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. The Company completed the sale of stock of its 100% wholly-owned subsidiary, NeoForce, Inc. on July 18, 2017, pursuant to a Stock Purchase Agreement, or NFI Purchase Agreement, with NeoForce Holdings, Inc., or NFI Holdings, a 100% 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. 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. On December 4, 2017, Soleno, and its 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.

Going Concern and Management's Plans	12 Months Ended
Going Concern and Management's Plans	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Management's Plans	Note 2. Going Concern and Management’s Plans The Company had a net loss of $15.7 million for the year ended December 31, 2017 and has an accumulated deficit of approximately $114.0 million at December 31, 2017 from having incurred losses since its inception. The Company has approximately $16.3 million of working capital at December 31, 2017 and used approximately $10.0 million of cash in its operating activities during the year ended December 31, 2017. The Company has financed its operations principally through issuances of equity securities. 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 the Company’s Series B Convertible Preferred Stock at an aggregate purchase price of $13,780,000, which shares are convertible into 2,756,000 shares of trhe Company’s 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 10). 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 the Company’s 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 stockholders, which the Company received on March 6, 2017 (see Note 10). 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. 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 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. The 2017 Aspire Purchase Agreement was terminated upon the closing of the 2017 PIPE Offering. On December 11, 2017, the Company entered into the Unit Purchase Agreement with certain 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 shares of the Company’s common stock at an exercise price of $2.00 a share, for an aggregate of 8,141,116 Shares and corresponding warrants to purchase an aggregate of 6,024,425 Warrant Shares, together referred to as the Resale Shares. The Company also granted certain registration rights to these stockholders, pursuant to which, among other things, the Company prepared and filed a registration statement with the SEC to register for resale the Resale Shares. The registration statement was declared effective in February 2018. The accompanying financial statements have been prepared under the assumption the Company will continue to operate as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. 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 will continue to have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations or other means, but the Company’s access to such capital resources is uncertain and is not assured. 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. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should we be unable to continue as a going concern. Management believes that the Company does not have sufficient capital resources to sustain operations through at least the next twelve months from the date of this filing. Additionally, in view of the Company’s expectation to incur significant losses for the foreseeable future it will be required to raise additional capital resources in order to fund its operations, although the availability of, and the Company’s access to such resources is not assured. Accordingly, management believes that there is substantial doubt regarding the Company’s ability to continue operating as a going concern within one year from the date of filing these financial statements.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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 the valuation of contingent liabilities for the purchase price of assets obtained through acquisition.

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 U.S. 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, 2017 and 2016. The Company expects the maintenance of balances in excess of insurable limits will 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, 2017 and 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 8).

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 consists of raw materials to be used in the assembly of the Company’s products, work-in-progress and finished goods. As of December 31, 2017, the Company’s inventory consists of approximately $213,000 of raw materials, $30,000 of work-in-progress, and $177,000 of finished goods. As of December 31, 2016, the Company’s inventory includes approximately $382,000 of raw material, $101,000 of work-in-process and $177,000 of finished goods. Inventory is stated at the lower of cost or net realizable value under the first-in, first-out (FIFO) method.

Inventory is classified as Assets Held for Sale (See Note 8).

Patent

On May 11, 2010, we entered into an Asset Purchase Agreement with BioMedical Drug Development, Inc., or BDDI, pursuant to which BDDI agreed to sell certain technology to us and BDDI received and was entitled to receive, among other consideration, certain royalty payments related to the technology. In June 2015, the Company and BDDI amended the BDDI Asset Purchase Agreement, pursuant to 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. 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 BDDI patent is reported as an Intangible Asset and classified as Assets Held for Sale. (See Note 8.)

In March 2017, the Company completed the acquisition of Essentialis, Inc., a Delaware corporation, or Essentialis in accordance with the Merger Agreement by and between Soleno Therapeutics and Essentialis dated December 22, 2016. The merger transaction has been accounted for as an asset acquisition under the acquisition method of accounting and accordingly, the value of asset acquired in the amount of $22.0 million was assigned to the identifiable intangible asset relating to the patent for DCCR, which patent expires in June 2028.

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 8.)

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 and the fair value of the assets.

Intangible Assets

Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives of 11 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.

Intangible Assets in the amount of $447,000 consisting of the patent acquired in the BDDI acquisition are classified as Assets Held for Sale. (See Note 8.)

Intangible assets consist of the following at December 31, 2017.


	Amount		Accumulated Amortization			Net Amount		Useful Lives (years)
Patents and merger costs	$	22,002,623	$	(1,589,567	)	$	20,413,056		11

Total	$	22,002,623	$	(1,589,567	)	$	20,413,056

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


Year ending December 31	Patents and trademarks
2018	$	1,944,101
2019		1,944,101
2020		1,944,101
2021		1,944,101
2022		1,944,101
2023 and thereafter		10,692,553

Total	$	20,413,056

Amortization expense for the years ended December 31, 2017 and 2016, was $1,661,734 and $99,343, respectively, of which amortization expense of $72,167 and $99,343 is reported in discontinued operations for the year ended December 31, 2017 and 2016, 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 8.)

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.

Revenues are reported as Discontinued Operations. (See Note 8.)

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 8.)

Change in fair value of contingent consideration

The Company recorded the value of contingent future consideration to be paid for the acquisition of Essentialis as a liability in March 2017 at the date of the acquisition. The increase in value of the liability for the contingent consideration of December 31, 2017, is recorded as operating expense in the consolidated statement of operations.

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 consolidated 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 equity and liabilities is required. The Company determined that certain freestanding derivatives, which principally consist of Series A, Series C and the 2017 PIPE 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 Standards

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 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 control 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. Since the Company is an emerging growth company and elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act, this 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 consolidated financial statements in future reporting periods. The Company is also in the process of evaluating the new standard against its existing revenue recognition accounting policies to determine the effect the guidance will have on its consolidated financial statements and what changes to systems and controls may be warranted.

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 adoption of this ASU has no material impact on the Company’s 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 9).

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 consolidated financial position and results of operations.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the potential impact of adopting ASU 2017-11 on its consolidated financial statements and related disclosures.

On December 22, 2017, the SEC staff also issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. Specifically, SAB 118 provides a measurement period for companies to evaluate the impacts of the 2017 Tax Act on their financial statements. This measurement period begins in the reporting period that includes the enactment date and ends when an entity has obtained, prepared, and analyzed the information that was needed in order to complete the accounting requirements, and cannot exceed one year. The re-measurement of U.S. deferred tax assets and liabilities were approximately $10.6 million with corresponding offset to valuation allowance. The Company estimated a loss for all its foreign entities including FIN 48 liabilities and therefore did not record for any transition tax pursuant to IRC Section 965.

In February 2018, the FASB issued ASU amends ASC 220, Income Statement—Reporting Comprehensive Income, to allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide certain disclosures regarding stranded tax effects. The standard is effective beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the effect that ASU 2017-09 will have on the Company’s consolidated financial position and results of operations.

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 4. Fair Value of Financial Instruments

The carrying value of the Company’s cash, restricted cash, accounts receivable, and accounts payable, 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 a recurring basis by level within the fair value hierarchy (in thousands).


	Fair Value Measurements at December 31, 2017
	Total		Level 1		Level 2		Level 3
Assets
Money market fund	$	16,790,456	$	16,790,456

Liabilities
Series A warrant liability	$	351,713	$	351,713		—		—
Series C warrant liability		5,880		—		—	$	5,880
2017 PIPE warrant liability		5,076,000		—		—		5,076,000
Essentialis purchase price contingent liability		5,081,840		—		—		5,081,840

Total common stock warrant and contingent consideration liability	$	10,515,433	$	351,713		—	$	10,163,720


	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

The Series A Warrant is a registered security that trades on the open market and 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 measurement of the Series C Warrants is based on significant inputs that are unobservable and thus represent Level 3 measurements. 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. The Company’s estimated fair value of the 2017 PIPE Warrants was calculated using a Monte Carlo simulation of a geometric Brownian motion model. The Monte Carlo simulation pricing model requires the input of highly subjective assumptions including the expected stock price volatility, the expected term, the expected dividend yield and the risk-free interest rate. The Level 3 estimates are based, in part, on subjective assumptions.

On January 13, 2016, the Company entered into an agreement to sublease the Company’s excess space located in Redwood City. By the end of February, 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 the Company’s 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.

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 C Warrant					2017 PIPE Warrants				Purchase Price Contingent Liability
	Number of Warrants		Liability		Number of Warrants		Liability			Number of Warrants		Liability		Purchase Price Contingent Liability
Balance at January 1, 2017		485,121	$	194,048		118,083	$	85,490			—		—
Change in value of Series A Warrants		—		157,665		—		—			—		—
Change in value of Series C Warrants		—		—		—		(79,610	)		—		—
Issuance in 2017 PIPE Warrants											6,024,425	$	4,187,000
Change in value of 2017 PIPE Warrants		—		—		—		—			—		889,000
Issuance of contingent liability on March 7, 2017														$	2,589,648
Change in value of contingent liability															2,492,192

Balance at December 31, 2017		485,121	$	351,713		118,083	$	5,880			6,024,425	$	5,076,000	$	5,081,840

- 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, 2017

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Note 5. Property and Equipment, Net

Property and equipment consisted of the following.


	December 31, 2017			December 31, 2016
Computer hardware	$	60,610		$	56,527
Furniture and fixtures		23,074			23,074
Leasehold improvements		12,848			12,849

		96,532			92,450
Less accumulated depreciation and amortization		(73,647	)		(50,429	)

Total	$	22,885		$	42,021

Depreciation expense was $43,716 and $33,328 for the fiscal years ended December 31, 2017 and December 31, 2016, respectively.

Depreciation expense of $22,012 and $13,628 was classified in discontinued operations for the years ended December 31, 2017, and 2016, respectively.

Warrant Liabilities

12 Months Ended

Dec. 31, 2017

Text Block [Abstract]

Warrant Liabilities

Note 6. Warrant Liabilities

Warrants terms

The Company has issued multiple warrant series, of which the Series A Warrants, Series C Warrants and 2017 PIPE Warrants (the “Warrants”) are considered liabilities pursuant to the guidance established by ASC 815 Derivatives and Hedging.

The Company’s Warrants contain standard anti-dilution provisions for stock dividends, stock splits, subdivisions, combinations and similar types of recapitalization events. The Series A and Series C Warrants 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 Series A Warrants and shares underlying the Series A Warrants, or the shares underlying the Series C Warrants, respectively. 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 the shares underlying the Warrants and for the offer and sale of the Series C Warrants. The Series A and Series C Warrants 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 proceeds related to the warrant financings 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 accounts for the Warrants in accordance with the guidance in ASC 815. 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, 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.

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 SLNOW. 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, 2017, the fair value of the 485,121 outstanding Series A Warrants was approximately $352,000, and the increase of $158,000 in fair value during the year ended December 31, 2017 was recorded as other expense in the statement of operations.

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 the previously issued 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 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, 2017, the fair value of the Series C Warrants was determined to be $5,880. The decline in the fair value of the liability for the Series C Warrants of $79,610 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, 2017			December 31, 2016
Volatility		90	%		90	%
Expected Term (years)		2.17			3.17
Expected dividend yield		—	%		—	%
Risk-free rate		1.57	%		1.51	%

Warrants Issued as Part of the Units in the 2017 PIPE Offering

The 2017 PIPE Warrants were issued on December 15, 2017 in to the 2017 PIPE Offering, pursuant to a Warrant Agreement with each of the investors in the 2017 PIPE Offering, and entitle the holder to purchase one share of the Company’s common stock at an exercise price equal to $2.00 per share, subject to adjustment as discussed below, at any time commencing upon issuance of the 2017 PIPE Warrants and terminating at the earlier of December 15, 2020 or 30 days following positive Phase III results for Diazoxide Choline Controlled-Release (DCCR) tablet in Prader-Willi syndrome (PWS).

The exercise price and number of shares of common stock issuable upon exercise of the 2017 PIPE Warrants may be adjusted in certain circumstances, including in the event of a stock split, stock dividend, extraordinary dividend, or recapitalization, reorganization, merger or consolidation. However, the exercise price of the 2017 PIPE Warrants will not be reduced below $1.72.

In the event of a change of control of the Company, the holders of unexercised warrants may present their unexercised warrants to the Company, or its successor, to be purchased by the Company, or its successor, in an amount equal to the per share value determined by the Black Scholes methodology.

The Company has calculated the fair value of the 2017 PIPE Warrants using a Monte Carlo simulation of a geometric Brownian motion model. The Monte Carlo simulation pricing model requires the input of highly subjective assumptions including the expected stock price volatility. The following summarizes certain key assumptions used in estimating the fair values.


	December 31, 2017			December 15, 2017 (date of issue)
Volatility		67	%		67	%
Expected Term (years)		0.8 years			0.8 years
Expected dividend yield		—	%		—	%
Risk-free rate		1.76	%		1.71	%

The 2017 PIPE Warrants were issued on December 15, 2017 with an estimated fair value of $4,187,000. At December 31, 2017, the fair value of the 2017 PIPE Warrants was estimated at $5,076,000 and the cost of $889,000 associated with the increase in the fair value of the warrants was recorded as expense in other expense in the statement of operations.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7. Commitments and Contingencies

(i)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 also leases office space under a non-cancelable operating lease agreement that was set to expire in May 2015, and in February 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.

Minimum rental commitments under all noncancelable leases with an initial term in excess of one year as of December 31, 2017 were as follows.


Year ending December 31	Operating Leases
2018	$	629,923
2019		334,747

Total	$	964,670

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 $514,000 and $595,000 during the years ended December 31, 2017 and 2016, respectively.

(ii) Shareholder lawsuit

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.

On February 28, 2017, 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.

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.

Discontinued Operations and Assets Held for Sale

12 Months Ended

Dec. 31, 2017

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations and Assets Held for Sale

8. Discontinued Operations and Assets Held for Sale

(i) Assets held for sale and discontinued operations

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.

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


	December 31,
	2017		2016
Current assets
Accounts receivable	$	50,193	$	133,337
Inventory		420,312		660,391
Prepaid expenses and other current assets		45,868		—

Current assets held for sale		516,373		793,728

Long-term assets
Property & equipment, net		19,867		60,539
Goodwill		—		718,003
Other intangible assets		446,521		817,465

Long-term assets held for sale		466,388		1,596,007

Current liabilities
Accounts payable		50,860		123,379
Accrued compensation and other current liabilities		75,751		119,021

Total current liabilities for sale		126,611		246,400

Long-term liabilities
Other long-term liabilities		225,392		81,000

Long-term liabilities held for sale	$	225,392	$	81,000

The components of the Statement of Operations presented as Discontinued Operations follow.


	Year Ended December 31,
	2017			2016
Product revenue	$	735,212		$	1,450,788

Total revenue		735,212			1,450,788
Cost of product revenue		820,098			1,509,306

Gross profit loss		(84,886	)		(58,518	)
Expenses


	Year Ended December 31,
	2017			2016
Research and development		2,426,829			2,937,662
Sales and marketing		218,706			1,630,591
General and administrative		669,175			659,227

Total expenses		3,314,710			5,227,480

Operating loss		(3,399,596	)		(5,285,998	)
Other income (expense)		(8,000	)		(19,896	)
Loss on sale of assets		(185,979	)		—

Net loss from discontinued operations, net of tax effect of $21,700 in 2016	$	(3,593,575	)	$	(5,327,594	)

Stock-based compensation expense of approximately $120,000 and $132,000 was classified in discontinued operations for the years ended December 31, 2017, and 2016, respectively.

(ii) NFI Sale

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”).

On July 18, 2017, the Company completed the sale of stock of its 100% wholly-owned subsidiary, NFI, primarily related to the Company’s portfolio of neonatology resuscitation business pursuant to a Stock Purchase Agreement (the “Purchase Agreement”), dated as of July 18, 2017, with NeoForce Holdings, Inc. (“Holdings”), a 100% 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 the total outstanding accounts receivable and inventory held by NFI at the date of sale, as it is collected or sold, respectively. The transactions contemplated by the Purchase Agreement are a continuation of a process previously disclosed by the Company of evaluating strategic alternatives and focusing on the Company’s rare disease therapeutic business. The Purchase Agreement includes customary terms and conditions, including an adjustment to the purchase price based on inventory and accounts receivables, and provisions that require the Company to indemnify Holdings for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the Purchase Agreement and certain other matters. Proceeds from the sale are payable to the Company as follows: (1) a $720,000 payment to the Company in cash on July 18, 2017, (2) the value of outstanding accounts receivable as it is collected by NFI following July 18, 2017, payable on a monthly basis, and (3) the value of inventory as it is sold following July 18, 2017, payable on a monthly basis. The Purchase Agreement contains customary representations and warranties of each of the parties.

(iii) CoSense Joint Venture Agreement

In December 2017, the Company entered into a joint venture with OAHL with respect to its CoSense product by agreeing to sell shares of Capnia, its wholly-owned subsidiary, to OAHL. CoSense was Soleno’s first Sensalyze Technology Platform product to receive 510(k) clearances from the FDA and CE Mark certification. CoSense measures CO, which can be elevated due to endogenous causes such as excessive breakdown of red blood cells, or hemolysis, or exogenous causes such as CO poisoning and smoke inhalation. The first target market for CoSense is for the use of ETCO measurements to aid in detection of hemolysis in neonates, a disorder in which CO and bilirubin are produced in excess as byproducts of the breakdown of red blood cells. The Company’s entry into the joint venture results from a comprehensive review of strategic alternatives for its legacy products and product candidates following its transition to a primarily therapeutic drug product company. The terms of the Joint Venture Agreement provide that OAHL will invest up to a total of $2.2 million of Capnia’s common shares on an incremental quarterly basis commencing in December 2017. Going forward, OAHL will be responsible for funding a portion of the Capnia operations. As of December 31, 2017, OAHL had acquired no shares of Capnia. The Company will report for its ownership position in Capnia pursuant to ASC 810.

Acquisition of Essentialis Inc.

12 Months Ended

Dec. 31, 2017

Business Combinations [Abstract]

Acquisition of Essentialis Inc.

Note 9. Acquisition of Essentialis Inc.

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.

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.

In consideration, the Company issued 3,783,388 shares of common stock to stockholders of Essentialis on March 7, 2017. 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 in-process of distributing the shares for the 1-year anniversary at the time of filing this report. 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.

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 fair value of the shares issued on the completion of the merger and of the contingent shares to be issued in the future 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 Soleno’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 fair value of the shares issued on March 7, 2017 and the estimated fair value of the contingent shares to be issued in the future are based on this stock price.

The agreement to pay cash upon the achievement of the commercial milestones result in the recognition of a contingent consideration. The fair value of the contingent cash 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 56% 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 Company recorded the acquisition pursuant to the guidance in ASC 805, which provides that not all of the relevant information needed to complete acquisition-date measurements may be obtainable or known at the time of closing the acquisition and in time for issuance of interim or annual financial statements. Therefore, ASC 805 provides for a “measurement period” during which adjustments to the provisional valuation amounts initially recorded can be made in order to reflect information, existing at the acquisition date, but of which management subsequently obtains or becomes aware. ASC 805 provides that the measurement period can extend for up to, but not exceed, one year.

Management engaged independent professional assistance and advice in order to assess the fair value of the contingent stock and cash consideration as of March 7 and December 31, 2017. During the process of determining the fair value of the contingent consideration at December 31, 2017, the Company became aware that certain of the subjective assumptions made at the time of the initial valuation should be modified based upon management’s increased understanding of the commercial capabilities of the DCCR drug of which it became aware subsequent to the acquisition. Accordingly, the Company determined that it was appropriate to adjust the provisional valuation amounts recorded for the contingent stock and cash consideration made at the inception in March 2017. As a result, the value of the contingent cash consideration to be paid upon completing successive sales milestones increased and the value of the contingent stock consideration payable upon timing milestones was reduced; the resulting combined change to the total contingent consideration was not material. The initial valuation of the contingent consideration determined the fair value of the contingent stock consideration to be $4,220,000 and the fair value of the contingent cash consideration to be $1,090,000, for the combined value of $5,310,000 for the total of the stock and cash contingent consideration. The revision of the initial valuation of the contingent consideration, made within the measurement period, determined the fair value of the contingent stock consideration to be $2,680,000 and the fair value of the contingent cash consideration to be $2,590,000, for the combined value of $5,270,000 for the total of the contingent stock and cash consideration.

Also subsequent to March 7, 2017 and prior to reporting the balance sheet and results of operations as of December 31, 2017, and for the year then ended, the Company completed its assessment of the tax effect on the net assets acquired by obtaining the independent study and report regarding the change in control in the previously outstanding stock of Essentialis. As a result of completing the study, the Company determined that, pursuant to Section 382 of the Internal Revenue Code, the utilization of Essentialis’s federal and state operating loss carryforwards were limited, which required the Company to record a net deferred tax liability in the amount of $1,651,000. As a consequence of recording the net deferred tax liability, the Company’s valuation allowance was reduced by $1,651,000, which resulted in the provision for income tax benefit and an increase in the value of the intangible asset acquired.

Accordingly, the initial purchase cost of the asset acquired was adjusted as of March 2017 and to reflect the change in the fair value of the contingent stock and cash consideration and for the effect of the Section 382 limitation, and the net increase in amortization of the related intangible asset was recorded in the fourth quarter of 2017.

The probability weighted milestone payments were discounted to determine the present value of future cash 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	$	17,246,495
Fair value of contingent consideration		2,589,648

Total purchase price consideration	$	19,836,143

The fair value of the asset acquired is as follows.


Patents	$	19,836,143

Net Assets Acquired	$	19,836,143

As an asset acquisition, the Company also capitalized approximately $573,000 of total costs incurred to complete the acquisition consisting of legal fees of $469,000, printing fees of $75,000 and accounting and other fees of $29,000. Additionally, the Company recorded as part of the purchase price consideration the value equivalent to the deferred tax liability that resulted from acquiring the assets in the amount of approximately $1,651,000. The total intangible asset of $22.0 million was recorded on the balance sheet and is being amortized ratably over the life of the patents through June 30, 2028.

The acquisition of Essentialis assets was completed in March 2017 and the purchase price was established at the date of closing based upon consideration paid at closing and an estimate of the future contingent consideration to be paid. Subsequent to the acquisition date and prior to reporting the balance sheet and results of operations as of December 31, 2017, and for the year then ended, the Company completed and finalized its assessments of the fair value of consideration paid and of the tax effect on the net assets acquired resulting from the change in control in the previously outstanding stock of Essentialis. As a result of completing the study of the fair value of the consideration paid, the Company revised the initial estimate of the fair value paid at closing and of the future contingent consideration to be paid; accordingly, the initial purchase cost of the asset acquired was adjusted as of March 2017 and the change in amortization of the related intangible asset was recorded in the fourth quarter of 2017. As a result of completing the study of the tax effect, the Company determined that, pursuant to Section 382 of the Internal Revenue Code, the utilization of Essentialis’s operating loss carryforwards were limited, which required the Company to record a tax liability in the amount of $1.6 million, deferred to future periods, for the assets acquired for which the cost was recorded as an element of the of assets required. Accordingly, the initial purchase cost of the asset acquired was adjusted as of March 2017 and the increase in amortization of the related intangible asset was recorded in the fourth quarter of 2017.

The fair value of the liability for the contingent consideration payable by the Company achieving the commercial sales milestones of $100 million and $200 million was initially established as approximately $2,590,000 at the time of the merger and approximately $5,082,000 at December 31, 2017, based on the Company’s assessment that it could reach the commercial sales milestones of in 2023 and 2025, respectively.

Stockholders' Equity

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Stockholders' Equity

Note 10. 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.

In June 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, a total of 13,780 Series B Convertible Preferred Stock, with a par value of $0.001 and a stated value of $1,000 per share. 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 July 2016, the Company issued 13,780 Series B Convertible Preferred Stock shares to Sabby, and during the years ended December 31, 2017 and 2016, the holders of the Series B Convertible Preferred Stock converted 8,209 and 1,000 shares, respectively, of the Series B Convertible Preferred Stock resulting in the issuance of 1,641,800 and 200,000, respectively, 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.

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.

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 $203,000. The Company therefore recorded a total of $3.7 million extinguishment loss to net loss applicable to common stockholders.

Common Stock

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 the Company’s 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 stockholders, which the Company received on March 6, 2017.

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 issue 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.

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.

In December 2017, the Company entered into a Securities Purchase Agreement, or the Unit Purchase Agreement, with purchasers of the Company’s securities 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 common stock, and corresponding warrants, or the 2017 PIPE Warrants, to purchase 6,024,425 shares of common stock. Soleno refers to the Shares and the Warrant Shares collectively as the Resale Shares. The Company also granted certain registration rights to the investors pursuant to the Unit Purchase Agreement pursuant to which, among other things, the Company prepared and filed a registration statement with the SEC to register for resale the Resale Shares. The registration statement was declared effective in February 2018.

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 and directors for the fiscal years ended December 31, 2017 and 2016 of $1,000,251 and $871,270, respectively of which $120,220 and $132,038 was recorded in discontinued operations in 2017 and 2016, 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, 2017 and December 31, 2016.

Stock compensation expense was allocated between departments as follows.


	Year ended
	December 31, 2017		December 31, 2016
Research & Development	$	93,237	$	63,535
General & Administrative		786,794		675,697

Total	$	880,031	$	739,232

The Company granted options to purchase 622,755 and 267,851 of the Company’s common stock in 2017 and 2016. 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.


	Year Ended
	December 31, 2017	December 31, 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 years ended December 31, 2017 and 2016 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 January 1, 2016		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
Additional shares authorized		134,295			—			—		—
Amendment to plan to authorize additional shares		1,785,837			—			—		—
Options granted		(622,755	)		622,755		$	3.04
Options exercised		—			—			—		—
Options canceled/forfeited		177,455			(177,455	)	$	8.84		—

Balance at December 31, 2017		1,666,602			1,026,987		$	9.99		—

Options vested at December 31, 2017					554,763		$	13.87		7.03

Options vested and expected to vest at December 31, 2017					1,026,987		$	9.99		7.94

The weighted-average grant date fair value of employee options granted was $1.88 and $4.05 per share for the year ended December 31, 2017 and December 31, 2016, respectively. At December 31, 2017 total unrecognized employee stock-based compensation was $1.2 million, which is expected to be recognized over the weighted-average remaining vesting period of 2.6 years. As of December 31, 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.

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 vested 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

Soleno’s board of directors and stockholders have adopted the 2014 Employee Stock Purchase Plan, or the ESPP. The ESPP has become effective, and the board of directors will implement commencement of offers thereunder in its discretion. A total of 27,967 shares of the Company’s Common Stock has been made available for sale under the ESPP. In addition, the 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 the board of directors authorizes commencement, equal to the least of:

•

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

•

such amount as determined by the board of directors.

As of December 31, 2017, there were no purchases by employees under this plan.

Series D Warrants

The Company issued 256,064 Series D Warrants in October 2015, 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

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 December 31, 2017 and 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. 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 the Company’s IPO, with an exercise price of $35.70 and a term of 10 years, expiring in November 2024.

Income Taxes

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Note 11. Income Taxes

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


	December 31,
	2017			2016
United States	$	(13,706,889	)	$	(6,501,997	)
Foreign		(17,429	)		(235,623	)

Total	$	13,724,318		$	(6,737,620	)

Loss resulting from discontinued operations	$	(3,593,575	)	$	(5,305,894	)

Taxes allocated to discontinued operations		—		$	21,700

The components of the provision for income tax benefit follows.


	December 31,
	2017			2016
Current:
Federal	$	—		$	—
State		800			—
Foreign		—			—

		—			—
Deferred
Federal		(1,578,355	)		—
State		(72,912	)		—

Foreign		—			—

		(1,651,267	)		—

Total provision for income tax benefit	$	(1,650,467	)	$	—

The provision for income tax benefit results from accounting for the acquired assets and liabilities of Essentialis resulting in a portion of the Company’s valuation allowance in the amount of $1.6 million being released.

The provision for income tax benefit differs from the amount estimated by applying the statutory federal income tax rate to the operating loss from continuing operations due to the following.


	December 31,
	2017			2016
Tax on the loss before income tax expense computed at the federal statutory rate of 34%	$	(4,666,395	)	$	(2,290,862	)
State tax (benefit) at statutory rate, net of federal benefit		(67,321	)		(136,982	)
Tax reform		10,613,026			—
Foreign rate differential		2,614			35,343
Change in Valuation Allowance		(8,484,728	)		2,355,170
Change in research and development credits		(121,382	)		(129,974	)
Stock Based Compensation—ISO		294,913			274,506
Change in fair value of warrants		343,179			(619,067	)
Acquisition costs		203,197			—
Loss on sale of NFI		(677,132	)		—
Other		909,562			511,866

Provision for income tax benefit	$	(1,650,467	)		—

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, 2017 and 2016.


	December 31,
	2017			2016
Non-Current Deferred Tax Assets:
Reserves and accruals	$	144,876		$	159,163
Assets held for sale		17,428			63,540
Net Operating Loss Carryforwards		25,485,703			30,291,080
Tax credit carryforwards		1,807,163			1,580,253
Capital loss carryover		459,201
Stock-based compensation—NSO		35,533

Gross non-current deferred tax assets		27,949,904			32,094,036
Intangible Assets		(4,414,340	)		(74,376	)
Fixed Assets		(2,397	)		(1,764	)

Total non-current deferred tax liabilities		(4,416,737	)		(76,141	)
Total deferred tax assets		23,533,167			32,017,896

Valuation allowance		(23,533,167	)		(32,017,895	)

Net deferred tax assets	$	—		$	—

The Company has recorded a full valuation allowance against its net deferred tax assets due to the uncertainty as to whether such assets will be realized. The valuation allowance increased by $8,484,728 from December 31, 2016 to December 31, 2017 primarily due to the generation of current year net operating losses and research and development credits claimed.

As of December 31, 2017, the Company had $104.5 million of federal, $50.0 million of state and $253,000 of foreign 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, if not utilized. As of December 31, 2017, the Company also had $1.6 million of federal and $1.3 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.

Utilization of the net operating loss and tax credit carry forwards are subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the net operating loss before utilization. The Company completed Section 382 analysis through December 2016 and determined that an ownership change, as defined under Section 382 of the Internal Revenue Code, occurred in June 2016. The Company’s tax attributes are subject to an annual limitation of approximately $0.5 million per year for federal purposes.

United States taxes and foreign withholding taxes have not been provided on undistributed earnings for certain non-United States subsidiaries as of December 31, 2017, as the earnings, if any, are intended to be indefinitely reinvested.

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


	December 31,
	2017			2016
Beginning balance	$	794,962		$	691,697
Decreases related to prior year tax positions		(4,459	)		35,804
Increase related to current year tax positions		63,002			67,461

Ending Balance	$	853,504		$	794,962

There were no unrecognized tax benefits that would impact the effective tax rate as of December 31, 2017 and December 31, 2016. As of December 31, 2017, unrecognized tax benefits of $853,504 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 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 2006 forward remain open to examination and in the foreign jurisdiction, years 2015 forward remain open to examination. The Company is currently not under audit by any federal, state, local or foreign jurisdiction.

On December 22, 2017, H.R. 1, also known as the Tax Cuts and Jobs Act, or the “2017 Tax Act”, was enacted in the U.S. This enactment resulted in a number of significant changes to U.S. federal income tax law for U.S. corporations. Most notably, the statutory U.S. federal corporate income tax rate was changed from 35% to 21% for corporations. In addition to the change in the corporate income tax rate, the 2017 Tax Act further introduced a number of other changes including a one-time transition tax via a mandatory deemed repatriation of post-1986 undistributed foreign earnings and profits; the introduction of a tax on global intangible low-taxed income (“GILTI”) for tax years beginning after December 31, 2017; the limitation of deductible net interest to 30% of adjustable taxable income; the further limitation of the deductibility of share-based compensation of certain highly compensated employees; the ability to elect to accelerate bonus depreciation on certain qualified assets; and the Base Erosion and Anti-Abuse Tax (“BEAT”), amongst other changes.

Additionally, on December 22, 2017, the SEC staff also issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. Specifically, SAB 118 provides a measurement period for companies to evaluate the impacts of the 2017 Tax Act on their financial statements. This measurement period begins in the reporting period that includes the enactment date and ends when an entity has obtained, prepared, and analyzed the information that was needed in order to complete the accounting requirements, and cannot exceed one year.

The re-measurement of U.S. deferred tax assets/liabilities were approximately $10.6 million with corresponding offset to valuation allowance. The Company estimated a negative earning & profit for all its foreign entities including FIN 48 liabilities and therefore did not record for any transition tax pursuant to IRC Section 965.

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, 2017. 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

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Net loss per share

Note 12. 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, 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 December 31,
	2017		2016
Convertible preferred stock		914,200		2,556,000
Warrants issued to 2010/2012 convertible note holders to purchase common stock		102,070		102,070
Options to purchase common stock		1,026,987		581,686
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		586,182		586,162
2017 PIPE warrants		6,024,425		—

Total		9,275,419		4,447,473

Compensation Plan for Board Members	12 Months Ended
Compensation Plan for Board Members	Dec. 31, 2017
Compensation Related Costs [Abstract]
Compensation Plan for Board Members	Note 13. 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. In 2017, the Compensation Committee of the Board of Directors recommended, and the Board approved a revised compensation plan pursuant to which all board fees are 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 year ended December 31, 2017, the Company issued 90,306 shares of Common Stock to its Board members for fees earned during the first, second and third quarters. he Company issued 47,766 shares of Common Stock to directors in the fourth quarter of 2017 were issued in February 2018 (see Note 15).

Defined Contribution Plan	12 Months Ended
Defined Contribution Plan	Dec. 31, 2017
Retirement Benefits [Abstract]
Defined Contribution Plan	Note 14. 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	12 Months Ended
Subsequent Events	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 15. Subsequent Events *(i) Sabby conversion of Series B convertible stock* In January 2018, a fund managed by Sabby converted an aggregate of 1,000 shares of their Series B Convertible Stock into 200,000 shares of Common Stock. *(ii) Common shares issued to directors in payment of quarterly board of director fees* On February 2, 2018, the Company issued 47,766 shares of Common Stock to members of its Board of Directors as compensation for Board of Directors fees earned during the quarter ended December 31, 2017.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

Use of Estimates

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 8).

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Inventory

Inventory

Inventory is classified as Assets Held for Sale (See Note 8).

Intangible Assets

Intangible Assets

Intangible Assets in the amount of $447,000 consisting of the patent acquired in the BDDI acquisition are classified as Assets Held for Sale. (See Note 8.)

Intangible assets consist of the following at December 31, 2017.


	Amount		Accumulated Amortization			Net Amount		Useful Lives (years)
Patents and merger costs	$	22,002,623	$	(1,589,567	)	$	20,413,056		11

Total	$	22,002,623	$	(1,589,567	)	$	20,413,056

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


Year ending December 31	Patents and trademarks
2018	$	1,944,101
2019		1,944,101
2020		1,944,101
2021		1,944,101
2022		1,944,101
2023 and thereafter		10,692,553

Total	$	20,413,056

Business Combinations

Business Combinations

Property and Equipment, Net

Property and Equipment, Net

Certain property and equipment are classified as Assets Held for Sale. (See Note 8.)

Long-Lived Assets

Long-Lived Assets

Goodwill

Goodwill

Goodwill is classified as Assets Held for Sale. (See Note 8.)

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 8.)

Research and Development

Research and Development

Certain Research and Development expenses are reported as Discontinued Operations. (See Note 8.)

Change in Fair Value of Contingent Consideration

Change in fair value of contingent consideration

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

Stock-Based Compensation

Stock-Based Compensation

Recent Accounting Standards

Recent Accounting Standards

Patents [Member]

Intangible Assets

Patent

The BDDI patent is reported as an Intangible Asset and classified as Assets Held for Sale. (See Note 8.)

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Schedule of Intangible Assets

Intangible assets consist of the following at December 31, 2017.


	Amount		Accumulated Amortization			Net Amount		Useful Lives (years)
Patents and merger costs	$	22,002,623	$	(1,589,567	)	$	20,413,056		11

Total	$	22,002,623	$	(1,589,567	)	$	20,413,056

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
2018	$	1,944,101
2019		1,944,101
2020		1,944,101
2021		1,944,101
2022		1,944,101
2023 and thereafter		10,692,553

Total	$	20,413,056

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2017

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 a recurring basis by level within the fair value hierarchy (in thousands).


	Fair Value Measurements at December 31, 2017
	Total		Level 1		Level 2		Level 3
Assets
Money market fund	$	16,790,456	$	16,790,456

Liabilities
Series A warrant liability	$	351,713	$	351,713		—		—
Series C warrant liability		5,880		—		—	$	5,880
2017 PIPE warrant liability		5,076,000		—		—		5,076,000
Essentialis purchase price contingent liability		5,081,840		—		—		5,081,840

Total common stock warrant and contingent consideration liability	$	10,515,433	$	351,713		—	$	10,163,720


	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

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 financial instruments, which are treated as liabilities, as follows.


	Series A Warrant				Series C Warrant					2017 PIPE Warrants				Purchase Price Contingent Liability
	Number of Warrants		Liability		Number of Warrants		Liability			Number of Warrants		Liability		Purchase Price Contingent Liability
Balance at January 1, 2017		485,121	$	194,048		118,083	$	85,490			—		—
Change in value of Series A Warrants		—		157,665		—		—			—		—
Change in value of Series C Warrants		—		—		—		(79,610	)		—		—
Issuance in 2017 PIPE Warrants											6,024,425	$	4,187,000
Change in value of 2017 PIPE Warrants		—		—		—		—			—		889,000
Issuance of contingent liability on March 7, 2017														$	2,589,648
Change in value of contingent liability															2,492,192

Balance at December 31, 2017		485,121	$	351,713		118,083	$	5,880			6,024,425	$	5,076,000	$	5,081,840

- 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, 2017

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following.


	December 31, 2017			December 31, 2016
Computer hardware	$	60,610		$	56,527
Furniture and fixtures		23,074			23,074
Leasehold improvements		12,848			12,849

		96,532			92,450
Less accumulated depreciation and amortization		(73,647	)		(50,429	)

Total	$	22,885		$	42,021

Warrant Liabilities (Tables)

12 Months Ended

Dec. 31, 2017

Series C Warrant [Member]

Fair Value of Convertible Preferred Stock Warrant Liability

The Company used the following inputs.


	December 31, 2017			December 31, 2016
Volatility		90	%		90	%
Expected Term (years)		2.17			3.17
Expected dividend yield		—	%		—	%
Risk-free rate		1.57	%		1.51	%

2017 PIPE Warrant Liability [Member]

Fair Value of Convertible Preferred Stock Warrant Liability

The following summarizes certain key assumptions used in estimating the fair values.


	December 31, 2017			December 15, 2017 (date of issue)
Volatility		67	%		67	%
Expected Term (years)		0.8 years			0.8 years
Expected dividend yield		—	%		—	%
Risk-free rate		1.76	%		1.71	%

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2017

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, 2017 were as follows.


Year ending December 31	Operating Leases
2018	$	629,923
2019		334,747

Total	$	964,670

Discontinued Operations and Assets Held for Sale (Tables)

12 Months Ended

Dec. 31, 2017

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 follow.


	December 31,
	2017		2016
Current assets
Accounts receivable	$	50,193	$	133,337
Inventory		420,312		660,391
Prepaid expenses and other current assets		45,868		—

Current assets held for sale		516,373		793,728

Long-term assets
Property & equipment, net		19,867		60,539
Goodwill		—		718,003
Other intangible assets		446,521		817,465

Long-term assets held for sale		466,388		1,596,007

Current liabilities
Accounts payable		50,860		123,379
Accrued compensation and other current liabilities		75,751		119,021

Total current liabilities for sale		126,611		246,400

Long-term liabilities
Other long-term liabilities		225,392		81,000

Long-term liabilities held for sale	$	225,392	$	81,000

The components of the Statement of Operations presented as Discontinued Operations follow.


	Year Ended December 31,
	2017			2016
Product revenue	$	735,212		$	1,450,788

Total revenue		735,212			1,450,788
Cost of product revenue		820,098			1,509,306

Gross profit loss		(84,886	)		(58,518	)
Expenses


	Year Ended December 31,
	2017			2016
Research and development		2,426,829			2,937,662
Sales and marketing		218,706			1,630,591
General and administrative		669,175			659,227

Total expenses		3,314,710			5,227,480

Operating loss		(3,399,596	)		(5,285,998	)
Other income (expense)		(8,000	)		(19,896	)
Loss on sale of assets		(185,979	)		—

Net loss from discontinued operations, net of tax effect of $21,700 in 2016	$	(3,593,575	)	$	(5,327,594	)

- 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
-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 3
-URI http://asc.fasb.org/extlink&oid=64827811&loc=d3e1474-107760

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
-Topic 205
-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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3A
-URI http://asc.fasb.org/extlink&oid=84176398&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=84176398&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
-Paragraph 5D
-URI http://asc.fasb.org/extlink&oid=64827811&loc=SL51721677-107760

+ Details

Acquisition of Essentialis Inc. (Tables)

12 Months Ended

Dec. 31, 2017

Business Combinations [Abstract]

Schedule of Purchase Price Consideration

The aggregate purchase price consideration was as follows.


Fair value of stock consideration	$	17,246,495
Fair value of contingent consideration		2,589,648

Total purchase price consideration	$	19,836,143

Fair Values of Assets Acquired

The fair value of the asset acquired is as follows.


Patents	$	19,836,143

Net Assets Acquired	$	19,836,143

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Summary of Stock Based Compensation Expense

Stock compensation expense was allocated between departments as follows.


	Year ended
	December 31, 2017		December 31, 2016
Research & Development	$	93,237	$	63,535
General & Administrative		786,794		675,697

Total	$	880,031	$	739,232

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

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.


	Year Ended
	December 31, 2017	December 31, 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	— %	— %

Summary of Stock Option Transactions

The following table summarizes stock option transactions for the years ended December 31, 2017 and 2016 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 January 1, 2016		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
Additional shares authorized		134,295			—			—		—
Amendment to plan to authorize additional shares		1,785,837			—			—		—
Options granted		(622,755	)		622,755		$	3.04
Options exercised		—			—			—		—
Options canceled/forfeited		177,455			(177,455	)	$	8.84		—

Balance at December 31, 2017		1,666,602			1,026,987		$	9.99		—

Options vested at December 31, 2017					554,763		$	13.87		7.03

Options vested and expected to vest at December 31, 2017					1,026,987		$	9.99		7.94

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax

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


	December 31,
	2017			2016
United States	$	(13,706,889	)	$	(6,501,997	)
Foreign		(17,429	)		(235,623	)

Total	$	13,724,318		$	(6,737,620	)

Loss resulting from discontinued operations	$	(3,593,575	)	$	(5,305,894	)

Taxes allocated to discontinued operations		—		$	21,700

Summary of Provision for Income Tax Benefit

The components of the provision for income tax benefit follows.


	December 31,
	2017			2016
Current:
Federal	$	—		$	—
State		800			—
Foreign		—			—

		—			—
Deferred
Federal		(1,578,355	)		—
State		(72,912	)		—
Foreign		—			—

		(1,651,267	)		—
Total provision for income tax benefit	$	(1,650,467	)	$	—

Provision for Income Tax Benefit by Applying Statutory Federal Income Tax Rate to Operating Loss from Continuing Operations

The provision for income tax benefit differs from the amount estimated by applying the statutory federal income tax rate to the operating loss from continuing operations due to the following.


	December 31,
	2017			2016
Tax on the loss before income tax expense computed at the federal statutory rate of 34%	$	(4,666,395	)	$	(2,290,862	)
State tax (benefit) at statutory rate, net of federal benefit		(67,321	)		(136,982	)
Tax reform		10,613,026			—
Foreign rate differential		2,614			35,343
Change in Valuation Allowance		(8,484,728	)		2,355,170
Change in research and development credits		(121,382	)		(129,974	)
Stock Based Compensation—ISO		294,913			274,506
Change in fair value of warrants		343,179			(619,067	)
Acquisition costs		203,197			—
Loss on sale of NFI		(677,132	)		—
Other		909,562			511,866

Provision for income tax benefit	$	(1,650,467	)		—

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, 2017 and 2016.


	December 31,
	2017			2016
Non-Current Deferred Tax Assets:
Reserves and accruals	$	144,876		$	159,163
Assets held for sale		17,428			63,540
Net Operating Loss Carryforwards		25,485,703			30,291,080
Tax credit carryforwards		1,807,163			1,580,253
Capital loss carryover		459,201
Stock-based compensation—NSO		35,533

Gross non-current deferred tax assets		27,949,904			32,094,036
Intangible Assets		(4,414,340	)		(74,376	)
Fixed Assets		(2,397	)		(1,764	)

Total non-current deferred tax liabilities		(4,416,737	)		(76,141	)
Total deferred tax assets		23,533,167			32,017,896

Valuation allowance		(23,533,167	)		(32,017,895	)

Net deferred tax assets	$	—		$	—

Summary of Gross Unrecognized Tax Benefits

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


	December 31,
	2017			2016
Beginning balance	$	794,962		$	691,697
Decreases related to prior year tax positions		(4,459	)		35,804
Increase related to current year tax positions		63,002			67,461

Ending Balance	$	853,504		$	794,962

Net loss per share (Tables)

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

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


	As of December 31,
	2017		2016
Convertible preferred stock		914,200		2,556,000
Warrants issued to 2010/2012 convertible note holders to purchase common stock		102,070		102,070
Options to purchase common stock		1,026,987		581,686
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		586,182		586,162
2017 PIPE warrants		6,024,425		—

Total		9,275,419		4,447,473

Description of Business - Additional Information (Detail)				12 Months Ended
	Oct. 06, 2017	Jul. 18, 2017 USD ($)	Sep. 08, 2015 USD ($)	Dec. 31, 2017 USD ($)
Class of Stock [Line Items]
Business acquisition upfront cash payment				$ 1,090,000
NeoForce Holdings Inc. [Member]
Class of Stock [Line Items]
Proceeds from the sale of business		$ 720,000
Common Stock [Member]
Class of Stock [Line Items]
Reverse stock split	0.2
NeoForce, Inc [Member] \| NeoForce Group, Inc. [Member]
Class of Stock [Line Items]
Business acquisition upfront cash payment			$ 1,000,000

Going Concern and Management's Plans - Additional Information (Detail)										12 Months Ended
	Dec. 11, 2017 USD ($) $ / shares shares	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 ($) Closings	Dec. 31, 2017 USD ($) Closings shares	Dec. 31, 2016 USD ($) Closings shares
Liquidity And Managements Plans [Line Items]
Net loss										$ (15,667,425)	$ (12,065,214)
Accumulated deficit										(113,979,312)	(98,311,887)
Positive (deficit) in working capital										16,300,000
Net cash used in operating activities										(9,949,958)	(13,497,980)
Essentialis, Inc. [Member]
Liquidity And Managements Plans [Line Items]
Amount of financing needed			$ 8,000,000
Series A Convertible Preferred Stock [Member]
Liquidity And Managements Plans [Line Items]
Net proceeds from issuance of Series A Convertible Preferred										0	5,070,339
Expenses related stock issuance										$ 0	$ 71,493
Common stock on an as-converted basis (shares) \| shares											2,220
Repurchase of Series A Convertible Preferred shares (shares) \| shares						7,780				7,780	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
Series B Convertible Preferred Stock [Member]
Liquidity And Managements Plans [Line Items]
Net proceeds from issuance of Series A Convertible Preferred										$ 0	$ 13,479,185
Common stock on an as-converted basis (shares) \| shares										8,209	1,000
Common Stock [Member] \| Sabby Management, LLC [Member]
Liquidity And Managements Plans [Line Items]
Ownership interest (percent)						4.99%
Equity Unit Purchase Agreements [Member]
Liquidity And Managements Plans [Line Items]
Number of newly issued \| shares	8,141,116
Price per unit \| $ / shares	$ 1.84
Gross Proceeds from issuance of units	$ 15,000,000
Aspire Capital Fund, LLC [Member]
Liquidity And Managements Plans [Line Items]
Maximum commitment under stock purchase agreement		$ 17,000,000
Purchase agreement term		30 months
Number of newly issued \| shares		141,666
Common Stock [Member] \| Series A Convertible Preferred Stock [Member]
Liquidity And Managements Plans [Line Items]
Number of newly issued \| shares											240,000
Common Stock [Member] \| Series B Convertible Preferred Stock [Member]
Liquidity And Managements Plans [Line Items]
Number of newly issued \| shares										1,641,800	200,000
Common Stock [Member] \| Equity Unit Purchase Agreements [Member]
Liquidity And Managements Plans [Line Items]
Warrant to call common stock \| shares	0.74
Warrant exercise price \| $ / shares	$ 2.00
Warrants, to purchase shares of common stock \| shares	6,024,425
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 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] \| 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] \| 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

Summary of Significant Accounting Policies - Additional Information (Detail)		12 Months Ended
	May 11, 2010 USD ($) shares	Dec. 31, 2017 USD ($) Segment	Dec. 31, 2016 USD ($) Bank
Schedule Of Significant Accounting Policies [Line Items]
Number of commercial banks \| Bank			2
Number of operating segments \| Segment		1
Raw materials		$ 213,000	$ 382,000
Work-in-process		30,000	101,000
Finished goods		$ 177,000	177,000
Aggregate cash payments	$ 450,000
Shares issued during period \| shares	8,000
Estimated useful life		11 years
Amortization		$ 1,661,734	99,343
Amortization expense of discontinued operations		72,167	99,343
Goodwill impairment loss			$ 0
Deferred tax assets and liabilities		10,600,000
Assets Held for Sale [Member]
Schedule Of Significant Accounting Policies [Line Items]
Intangible assets classified as assets held for sale		447,000
Essentialis, Inc. [Member]
Schedule Of Significant Accounting Policies [Line Items]
Net intangible assets acquired		$ 22,000,000
Minimum [Member]
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful lives of property and equipment		3 years
Maximum [Member]
Schedule Of Significant Accounting Policies [Line Items]
Estimated useful lives of property and equipment		5 years

Summary of Significant Accounting Policies - Intangible Assets (Detail)	12 Months Ended
	Dec. 31, 2017 USD ($)
Finite-Lived Intangible Assets [Line Items]
Amount	$ 22,002,623
Accumulated Amortization	(1,589,567)
Total	$ 20,413,056
Useful life	11 years
Patents and Merger Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Amount	$ 22,002,623
Accumulated Amortization	(1,589,567)
Total	$ 20,413,056
Useful life	11 years

Summary of Significant Accounting Policies - Future Amortization Expense (Detail)	Dec. 31, 2017 USD ($)
Finite-Lived Intangible Assets [Line Items]
Total	$ 20,413,056
Patents And Trademark [Member]
Finite-Lived Intangible Assets [Line Items]
2018	1,944,101
2019	1,944,101
2020	1,944,101
2021	1,944,101
2022	1,944,101
2023 and thereafter	10,692,553
Total	$ 20,413,056

Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Series A Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	$ 351,713	$ 194,048
Series C Warrant [Member]
Liabilities
Warrant contingent consideration liability	5,880	85,490
2017 PIPE Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	5,076,000
Convertible preferred stock warrant liability [Member] \| Series A Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability		352,000
Fair Value, Measurements, Recurring [Member]
Liabilities
Warrant contingent consideration liability	10,515,433
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member]
Liabilities
Warrant contingent consideration liability		279,538
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member] \| Series A Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	351,713	194,048
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member] \| Series C Warrant [Member]
Liabilities
Warrant contingent consideration liability	5,880	85,490
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member] \| 2017 PIPE Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	5,076,000
Fair Value, Measurements, Recurring [Member] \| Essentialis, Inc. [Member]
Liabilities
Warrant contingent consideration liability	5,081,840
Fair Value, Measurements, Recurring [Member] \| Level 1 [Member]
Liabilities
Warrant contingent consideration liability	351,713
Fair Value, Measurements, Recurring [Member] \| Level 1 [Member] \| Convertible preferred stock warrant liability [Member]
Liabilities
Warrant contingent consideration liability		194,048
Fair Value, Measurements, Recurring [Member] \| Level 1 [Member] \| Convertible preferred stock warrant liability [Member] \| Series A Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	351,713	194,048
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member]
Liabilities
Warrant contingent consideration liability	10,163,720
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member] \| Convertible preferred stock warrant liability [Member]
Liabilities
Warrant contingent consideration liability		85,490
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member] \| Convertible preferred stock warrant liability [Member] \| Series C Warrant [Member]
Liabilities
Warrant contingent consideration liability	5,880	85,490
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member] \| Convertible preferred stock warrant liability [Member] \| 2017 PIPE Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	5,076,000
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member] \| Essentialis, Inc. [Member]
Liabilities
Warrant contingent consideration liability	5,081,840
Money market fund [Member] \| Fair Value, Measurements, Recurring [Member]
Assets
Cash and cash equivalents	16,790,456	2,563,247
Money market fund [Member] \| Fair Value, Measurements, Recurring [Member] \| Level 1 [Member]
Assets
Cash and cash equivalents	$ 16,790,456	$ 2,563,247

Fair Value of Financial Instruments - Additional Information (Detail)	Jan. 13, 2016
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%

Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level 1 and Level 3 Financial Instruments (Detail)	12 Months Ended
	Dec. 31, 2017 USD ($) shares
Series A Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning of period, in shares \| shares	485,121
Series A 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	$ 194,048
Balance at the beginning of period, in shares \| shares	485,121
Change in value of Warrant	$ 157,665
Change in value of Warrant	$ 157,665
Balance at the end of period, in shares \| shares	485,121
Change in value of Warrant	$ 157,665
Change in value of Warrant	157,665
Balance at end of period	351,713
Series C Warrant [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	$ 85,490
Balance at the beginning of period, in shares \| shares	118,083
Change in value of Warrant	$ (79,610)
Change in value of Warrant	$ (79,610)
Balance at the end of period, in shares \| shares	118,083
Change in value of Warrant	$ (79,610)
Change in value of Warrant	(79,610)
Balance at end of period	5,880
2017 PIPE Warrant Liability [Member] \| Common stock warrant liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in value of Warrant	$ 889,000
Issuance in 2017 PIPE Warrants \| shares	6,024,425
Change in value of Warrant	$ 889,000
Balance at the end of period, in shares \| shares	6,024,425
Issuance in 2017 PIPE Warrants	$ 4,187,000
Change in value of Warrant	889,000
Issuance in 2017 PIPE Warrants	4,187,000
Change in value of Warrant	889,000
Balance at end of period	5,076,000
Purchase price contingent liability [Member] \| Common stock warrant liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in value of Warrant	2,492,192
Change in value of Warrant	2,492,192
Issuance in 2017 PIPE Warrants	2,589,648
Change in value of Warrant	2,492,192
Issuance in 2017 PIPE Warrants	2,589,648
Change in value of Warrant	2,492,192
Balance at end of period	$ 5,081,840

Property and Equipment, Net - Schedule of Property and Equipment (Detail) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 96,532	$ 92,450
Less accumulated depreciation and amortization	(73,647)	(50,429)
Property and equipment, net	22,885	42,021
Computer Hardware [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	60,610	56,527
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	23,074	23,074
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 12,848	$ 12,849

Property and Equipment, Net - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 43,716	$ 33,328
Depreciation expense, discontinued operations	$ 22,012	$ 13,628

Warrant Liabilities - Additional Information (Detail) - USD ($)		1 Months Ended	12 Months Ended
	Mar. 05, 2015	Jul. 31, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 15, 2017	Apr. 30, 2015
Class of Warrant or Right [Line Items]
Aggregate VWAP (percent)			1.00%
(Increase) decrease in the fair value of warrants liabilities			$ 967,055	$ (1,667,117)
Proceeds from issuance of common stock under tender offer			$ 10,000,000	0
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
Exercise price of warrants exercised			$ 32.50
Warrants term			5 years
Series C Warrant [Member]
Class of Warrant or Right [Line Items]
Number of common stock purchased upon issuance of warrants			118,083
Exercise price of warrants exercised	$ 31.25					$ 31.25
Warrant liability			$ 5,880	$ 85,490
(Increase) decrease in the fair value of warrants liabilities			$ 79,610
Proceeds from issuance of common stock under tender offer		$ 5,882
Series C Warrant [Member] \| Common Stock [Member]
Class of Warrant or Right [Line Items]
Issuance of shares upon cashless exercise warrants (in shares)		181
Series A Warrant Liability [Member]
Class of Warrant or Right [Line Items]
Warrants exercised (in shares)			4,800
Warrants outstanding (in shares)				485,121
Warrant liability			$ 351,713	$ 194,048
(Increase) decrease in the fair value of warrants liabilities				(158,000)
Series A Warrant Liability [Member] \| Convertible preferred stock warrant liability [Member]
Class of Warrant or Right [Line Items]
Warrant liability				$ 352,000
Series B Warrant Liability [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrants exercised	$ 32.50
Warrants exercised (in shares)	117,902
De-recognition of warrant liability	$ 6,700,000
Proceeds from exercise of warrants	$ 3,800,000
2017 PIPE Warrant Liability to Purchase Common Stock [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrants exercised					$ 2.00
Warrant issuance description			The 2017 PIPE Warrants were issued on December 15, 2017 in to the 2017 PIPE Offering, pursuant to a Warrant Agreement with each of the investors in the 2017 PIPE Offering, and entitle the holder to purchase one share of the Company’s common stock at an exercise price equal to $2.00 per share, subject to adjustment as discussed below, at any time commencing upon issuance of the 2017 PIPE Warrants and terminating at the earlier of December 15, 2020 or 30 days following positive Phase III results for Diazoxide Choline Controlled-Release (DCCR) tablet in Prader-Willi syndrome (PWS).
2017 PIPE Warrant Liability to Purchase Common Stock [Member] \| Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrants exercised			$ 1.72
2017 PIPE Warrant Liability [Member]
Class of Warrant or Right [Line Items]
Warrant liability			$ 5,076,000
(Increase) decrease in the fair value of warrants liabilities			889,000
Fair value of estimated warrants			$ 5,076,000		$ 4,187,000
Scenario, Previously Reported [Member] \| Series C Warrant [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)		12 Months Ended
	Dec. 15, 2017	Dec. 31, 2017	Dec. 31, 2016
Series C Warrant [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Volatility		90.00%	90.00%
Expected Term		2 years 2 months 1 day	3 years 2 months 1 day
Expected dividend yield		0.00%	0.00%
Risk-free rate		1.57%	1.51%
2017 PIPE Warrant Liability [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Volatility	67.00%	67.00%
Expected Term	9 months 18 days	9 months 18 days
Expected dividend yield	0.00%	0.00%
Risk-free rate	1.71%	1.76%

Commitments and Contingencies - Additional Information (Detail)				1 Months Ended	12 Months Ended
	Feb. 28, 2017 USD ($)	Mar. 01, 2016 ft²	Jul. 01, 2015 USD ($) ft²	Feb. 28, 2015 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Loss Contingencies [Line Items]
Non-cancelable operating lease agreement term			4 years
Area of real estate property (in sqft) \| ft²			8,171
Future minimum commitment under non-cancelable operating lease			$ 23,300	$ 22,000	$ 964,670
Period of increases to monthly payments			3 years	2 years
Additional area of office space for headquarters facility \| ft²		5,265
Rent expense					$ 514,000	$ 595,000
Settled Litigation [Member]
Loss Contingencies [Line Items]
Payment to dismiss lawsuit	$ 175,000

Commitments and Contingencies - Minimum Rental Payments (Detail) - USD ($)	Dec. 31, 2017	Jul. 01, 2015	Feb. 28, 2015
Commitments and Contingencies Disclosure [Abstract]
2018	$ 629,923
2019	334,747
Total	$ 964,670	$ 23,300	$ 22,000

Discontinued Operations and Assets Held for Sale - Balance Sheet Components of Discontinued Operations (Detail) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current assets
Current assets held for sale		$ 793,728
Long-term assets
Long-term assets held for sale		1,596,007
Current liabilities
Total current liabilities for sale	$ 126,611	246,400
Long-term liabilities
Long-term liabilities held for sale	225,392	81,000
CoSense and NFI [Member] \| Discontinued Operations, Held-for-sale [Member]
Current assets
Accounts receivable	50,193	133,337
Inventory	420,312	660,391
Prepaid expenses and other current assets	45,868
Current assets held for sale	516,373	793,728
Long-term assets
Property & equipment, net	19,867	60,539
Goodwill		718,003
Other intangible assets	446,521	817,465
Long-term assets held for sale	466,388	1,596,007
Current liabilities
Accounts payable	50,860	123,379
Accrued compensation and other current liabilities	75,751	119,021
Total current liabilities for sale	126,611	246,400
Long-term liabilities
Other long-term liabilities	225,392	81,000
Long-term liabilities held for sale	$ 225,392	$ 81,000

Discontinued Operations and Assets Held for Sale - Components of Income of Discontinued Operations (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Expenses
Loss on sale of assets	$ (185,979)	$ 0
Loss from discontinued operations	(3,593,575)	(5,327,594)
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	735,212	1,450,788
Total revenue	735,212	1,450,788
Cost of product revenue	820,098	1,509,306
Gross profit loss	(84,886)	(58,518)
Expenses
Research and development	2,426,829	2,937,662
Sales and marketing	218,706	1,630,591
General and administrative	669,175	659,227
Total expenses	3,314,710	5,227,480
Operating loss	(3,399,596)	(5,285,998)
Other income (expense)	(8,000)	(19,896)
Loss on sale of assets	(185,979)
Loss from discontinued operations	$ (3,593,575)	$ (5,327,594)

Discontinued Operations and Assets Held for Sale - Components of Income of Discontinued Operations (Parenthetical) (Detail)	12 Months Ended
	Dec. 31, 2016 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net loss from discontinued operations, net of tax effect	$ 21,700
Discontinued Operations, Held-for-sale [Member] \| CoSense and NFI [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net loss from discontinued operations, net of tax effect	$ 21,700

Discontinued Operations and Assets Held for Sale - Additional Information (Detail) - USD ($)		12 Months Ended
	Jul. 18, 2017	Dec. 31, 2017	Dec. 31, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Stock-based compensation expense, discontinued operation		$ 1,000,251	$ 871,270
OAHL [Member] \| Capnia, Inc. [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of shares acquired		0
OAHL [Member] \| Capnia, Inc. [Member] \| Corporate Joint Venture [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Investment		$ 2.2
Discontinued Operations, Held-for-sale [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Stock-based compensation expense, discontinued operation		$ 120,220	$ 132,038
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

Acquisition of Essentialis Inc - Additional Information (Detail) - USD ($)		12 Months Ended
	Mar. 07, 2017	Dec. 31, 2017	May 07, 2017
Business Acquisition [Line Items]
Fair value of stock consideration		$ 4,220,000
Fair value of cash consideration		1,090,000
Total purchase price consideration		5,310,000
Increase (decrease) in valuation allowance		8,484,728
Share price (in usd per share)	$ 3.85
First commercial sales milestone		100,000,000
Second commercial sales milestone		200,000,000
Contingent liability payment on achievement of sales milestone	$ 2,590,000	5,082,000
Changes Measurement [Member]
Business Acquisition [Line Items]
Fair value of stock consideration		2,680,000
Fair value of cash consideration		2,590,000
Total purchase price consideration		5,270,000
Essentialis, Inc. [Member]
Business Acquisition [Line Items]
Shares issued in acquisition (in shares)	3,783,388
Fair value of stock consideration	$ 17,246,495
Total purchase price consideration	19,836,143
Value of deferred tax liability assumed	1,651,000	1,651,000
Increase (decrease) in valuation allowance		(1,651,000)
Tax liability recorded		1,600,000
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	$ 22,000,000
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)	56.00%
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		$ 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 of Essentialis Inc - Purchase Price Consideration (Detail) - USD ($)		12 Months Ended
	Mar. 07, 2017	Dec. 31, 2017
Business Acquisition [Line Items]
Fair value of stock consideration		$ 4,220,000
Fair value of contingent consideration		5,081,840
Total purchase price consideration		$ 5,310,000
Essentialis, Inc. [Member]
Business Acquisition [Line Items]
Fair value of stock consideration	$ 17,246,495
Fair value of contingent consideration	2,589,648
Total purchase price consideration	19,836,143
Net Assets Acquired	19,836,143
Essentialis, Inc. [Member] \| Patents [Member]
Business Acquisition [Line Items]
Patents	$ 19,836,143

Stockholders' Equity - Additional Information (Detail)											1 Months Ended		3 Months Ended		12 Months Ended
Stockholders' Equity - Additional Information (Detail)	Dec. 11, 2017 USD ($) $ / shares shares	Mar. 07, 2017 USD ($) shares	Jan. 27, 2017 USD ($) 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 ($) Closings	Jun. 30, 2016 USD ($) shares	Oct. 31, 2015 $ / shares shares	Jun. 30, 2016 shares	Mar. 31, 2016 shares	Dec. 31, 2017 USD ($) Closings $ / shares shares	Dec. 31, 2016 USD ($) Closings $ / shares shares	May 07, 2017 USD ($)	Jul. 31, 2016 shares	Jun. 28, 2016 $ / shares	Dec. 31, 2015 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Convertible preferred stock, shares authorized															10,000,000	10,000,000
Convertible preferred stock, par value (in dollars per share) \| $ / shares															$ 0.001	$ 0.001
Preferred stock redemption discount \| $																$ 3,400,000
Loss on extinguishment of convertible preferred stock \| $															$ 0	(3,651,172)
Proceeds from issuance of common stock \| $															10,000,000	0
Stock-based compensation expense \| $															1,000,251	$ 871,270
Weighted average grant date fair value per option granted (in dollars per share) \| $ / shares																$ 4.05
Future stock-based compensation for unvested employee options granted and outstanding \| $															1.2
Stock options outstanding, intrinsic value \| $															$ 0
Liquidated damages amount percent of VWAP (percent)															1.00%
Discontinued Operations, Held-for-sale [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense \| $															$ 120,220	$ 132,038
Essentialis, Inc. [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Amount of financing needed \| $				$ 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
Earnout Payments [Member] \| Essentialis, Inc. [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum potential cash earnout payments \| $		$ 30,000,000															$ 30,000,000
Aspire Capital Fund, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Maximum commitment under stock purchase agreement \| $			$ 17,000,000
Purchase agreement term			30 months
Proceeds from issuance of common stock \| $			$ 2,000,000
Number of newly issued			141,666
Equity Unit Purchase Agreements [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of newly issued	8,141,116
Price per unit \| $ / shares	$ 1.84
Gross Proceeds from issuance of units \| $	$ 15,000,000
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
Warrants outstanding (in shares)															1,851
Warrants term															10 years
Common Stock [Member] \| Equity Unit Purchase Agreements [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares	$ 2.00
Warrant to call common stock	0.74
Warrants, to purchase shares of common stock	6,024,425
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)												256,064
Warrants term												5 years
Liquidated damages amount percent of VWAP (percent)															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
Warrants outstanding (in shares)															96,029	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
Warrants outstanding (in shares)															16,500
Warrants term															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
Percentage of outstanding stock maximum															1.00%
Number of additional shares authorized															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%
NSO [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair market value															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
Income tax benefits recognized from stock-based compensation \| $															$ 0	$ 0
Number of options granted															622,755	267,851
Future stock-based compensation, requisite service period															2 years 7 months 6 days
Number of shares available for grant																191,770				1,229
Number of additional shares authorized															134,295	112,143
Stock Options [Member] \| Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of fair market value															110.00%
Stock Options [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term of option															10 years
ISOs [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term of option															5 years
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								7,780	7,780
Common stock on an as-converted basis (shares)																2,220
Net proceeds from issuance of Series A Convertible Preferred \| $															$ 0	$ 5,070,339
Expenses related stock issuance \| $															$ 0	$ 71,493
Series A Convertible Preferred Stock [Member] \| Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of newly issued																240,000
Series A Convertible Preferred Stock [Member] \| Sabby Management, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net proceeds from issuance of Series A Convertible Preferred \| $								$ 5,000,000	$ 4,100,000
Expenses related stock issuance \| $								$ 500,000	$ 400,000
Number of closings \| Closings										2
Maximum commitment under stock purchase agreement \| $										$ 10,000,000
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued upon conversion													60,000	180,000	200,000	1,641,800
Common Stock [Member] \| Sabby Management, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ownership interest (percent)							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
Preferred stock shares issued							13,780											13,780
Convertible preferred stock, stated value (in dollars per share) \| $ / shares																$ 1,000
Number of shares converted															1,000	8,209
Common stock on an as-converted basis (shares)															8,209	1,000
Net proceeds from issuance of Series A Convertible Preferred \| $															$ 0	$ 13,479,185
Series B Convertible Preferred Stock [Member] \| Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of newly issued															1,641,800	200,000
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
Preferred stock shares issued															10,000
Convertible preferred stock, stated value (in dollars per share) \| $ / shares															$ 1,000
2016 Sabby Purchase Agreement [Member] \| Sabby Management, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate amount of shares repurchased \| $							$ 7,780,000
Common stock on an as-converted basis (shares)							841,081
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
Net proceeds from issuance of Series A Convertible Preferred \| $							$ 5,600,000
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] \| Sabby Management, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Net proceeds from issuance of Series A Convertible Preferred \| $					$ 4,400,000	$ 1,300,000
Expenses related stock issuance \| $					$ 300,000	$ 100,000
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															$ 1.88
Scenario, Previously Reported [Member] \| Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant															1,666,602

Stockholders' Equity - Summary of Stock Based Compensation Expense (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	$ 1,000,251	$ 871,270
Continuing Operations [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	880,031	739,232
Research & Development [Member] \| Continuing Operations [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	93,237	63,535
General & Administrative [Member] \| Continuing Operations [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	$ 786,794	$ 675,697

Stockholders' Equity - Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model (Detail)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend rate	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%
Volatility	61.00%	65.00%
Dividend rate	0.00%	0.00%
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%
Volatility	69.00%	73.00%
Dividend rate	0.00%	0.00%

Stockholders' Equity - Summary of Stock Option Transactions (Detail) - Stock Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Shares Available for Grant
Options Available, Beginning balance	191,770	1,229
Options Available, Additional shares authorized	134,295	112,143
Options Available, Amendment to plan to authorize additional shares	1,785,837	300,000
Options Available, Granted	(622,755)	(267,851)
Options Available, Exercised	0
Options Available, Canceled/Forfeited	177,455	46,249
Options Available, Ending balance		191,770	1,229
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance	581,687	371,768
Options granted	622,755	267,851
Options exercised		(11,683)
Options canceled/forfeited	(177,455)	(46,249)
Ending balance		581,687	371,768
Weighted-Average Exercise Price per Share
Beginning balance (in dollars per share)	$ 17.10	$ 24.1
Options granted (in dollars per share)	3.04	6.80
Options exercised (in dollars per share)		6.00
Options canceled/forfeited (in dollars per share)	8.84	15.45
Ending balance (in dollars per share)	$ 9.99	$ 17.10	$ 24.1
Weighted Average Remaining Contractual Term
Options outstanding at end of period		8 years 5 months 23 days	8 years 9 months
Options vested at end of period	7 years 11 days
Options vested and expected to vest at end of period	7 years 11 months 8 days
Options vested at end of period (shares)	554,763
Options vested at end of period (in dollars per share)	$ 13.87
Options vested and expected to vest at end of period (shares)	1,026,987
Options vested and expected to vest at end of period (in dollars per share)	$ 9.99
Scenario, Previously Reported [Member]
Shares Available for Grant
Options Available, Ending balance	1,666,602
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Ending balance	1,026,987

Income Taxes - Geographical Distribution of Income (Loss) before Income Taxes (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
United States	$ (13,706,889)	$ (6,501,997)
Foreign	(17,429)	(235,623)
Loss before provision for income tax	13,724,318	(6,737,620)
Loss resulting from discontinued operations	$ (3,593,575)	(5,305,894)
Taxes allocated to discontinued operations		$ 21,700

Income Taxes - Summary of Provision for Income Tax Benefit (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Current:
Federal	$ 0	$ 0
State	800
Foreign	0	0
Current Income Tax Expense (Benefit)	0	0
Deferred
Federal	(1,578,355)
State	(72,912)
Foreign	0	0
Deferred Income Tax Expense (Benefit), Total	(1,651,267)
Total provision for income tax benefit	$ (1,650,467)	$ 0

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Income Tax Contingency [Line Items]
Valuation allowance		$ 23,533,167	$ 32,017,895
Increase (decrease) in valuation allowance		8,484,728
Unrecognized tax benefit offset by change in valuation allowance		$ 853,504
Statutory income tax rate		34.00%	34.00%
Adjustable taxable income rate		30.00%
Re-measurement of U.S. deferred tax assets/liabilities		$ 10,600,000
Essentialis, Inc. [Member]
Income Tax Contingency [Line Items]
Valuation allowance		1,600,000
Increase (decrease) in valuation allowance		$ (1,651,000)
Maximum [Member]
Income Tax Contingency [Line Items]
Statutory income tax rate		35.00%
Scenario, Plan [Member]
Income Tax Contingency [Line Items]
Statutory income tax rate	21.00%
Internal Revenue Service (IRS) [Member]
Income Tax Contingency [Line Items]
Operating loss carryforwards		$ 500,000
U.S. Federal Jurisdiction [Member]
Income Tax Contingency [Line Items]
Operating loss carryforwards		104,500,000
U.S. Federal Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Income Tax Contingency [Line Items]
Tax credit carryforwards		1,600,000
State Tax Jurisdiction [Member]
Income Tax Contingency [Line Items]
Operating loss carryforwards		50,000,000
State Tax Jurisdiction [Member] \| Research Tax Credit Carryforward [Member]
Income Tax Contingency [Line Items]
Tax credit carryforwards		1,300,000
Foreign Tax Authority [Member] \| Her Majesty's Revenue and Customs (HMRC) [Member]
Income Tax Contingency [Line Items]
Operating loss carryforwards		$ 253,000

Income Taxes - Provision for Income Tax Benefit by Applying Statutory Federal Income Tax Rate to Operating Loss from Continuing Operations (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Tax on the loss before income tax expense computed at the federal statutory rate of 34%	$ (4,666,395)	$ (2,290,862)
State tax (benefit) at statutory rate, net of federal benefit	(67,321)	(136,982)
Tax reform	10,613,026
Foreign Rate Differential	2,614	35,343
Change in Valuation Allowance	(8,484,728)	2,355,170
Change in research and development credits	(121,382)	(129,974)
Stock Based Compensation - ISO	294,913	274,506
Change in fair value of warrants	343,179	(619,067)
Acquisition costs	203,197
Loss on sale of NFI	(677,132)
Other	909,562	511,866
Provision for income tax benefit	$ (1,650,467)	$ 0
Federal statutory rate percentage	34.00%	34.00%

Income Taxes - Significant Components of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Non-Current Deferred Tax Assets:
Reserves and accruals	$ 144,876	$ 159,163
Assets held for sale	17,428	63,540
Net Operating Loss Carryforwards	25,485,703	30,291,080
Tax credit carryforwards	1,807,163	1,580,253
Capital loss carryover	459,201
Stock-based compensation-NSO	35,533
Gross non-current deferred tax assets	27,949,904	32,094,036
Intangible Assets	(4,414,340)	(74,376)
Fixed Assets	(2,397)	(1,764)
Total non-current deferred tax liabilities	(4,416,737)	(76,141)
Total deferred tax assets	23,533,167	32,017,896
Valuation allowance	(23,533,167)	(32,017,895)
Net deferred tax assets	$ 0	$ 0

Income Taxes - Summary of Gross Unrecognized Tax Benefits (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 794,962	$ 691,697
Decreases related to prior year tax positions	(4,459)	35,804
Increase related to current year tax positions	63,002	67,461
Ending Balance	$ 853,504	$ 794,962

Net loss per share - Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding (Detail) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	9,275,419	4,447,473
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
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
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
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	586,182	586,162
2017 PIPE Warrant Liability [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	6,024,425
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
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	1,026,987	581,686
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
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	914,200	2,556,000

Compensation Plan for Board Members (Detail)	3 Months Ended		12 Months Ended
Compensation Plan for Board Members (Detail)	Dec. 31, 2017 shares	Sep. 30, 2016 Director shares	Dec. 31, 2017 shares
Board Members [Member]
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)	47,766	5,084
Board of Directors [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Issuance of common stock to board members in lieu of cash payments for quarterly board fees (shares)			90,306

Subsequent Events - Additional Information (Detail)		1 Months Ended	3 Months Ended		12 Months Ended
Subsequent Events - Additional Information (Detail)	Feb. 02, 2018 shares	Jan. 31, 2018 Fund shares	Jun. 30, 2016 shares	Mar. 31, 2016 shares	Dec. 31, 2017 shares	Dec. 31, 2016 shares
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of funds \| Fund		1
Board of Directors [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Shares issued during period (in shares)	47,766
Common Stock [Member]
Subsequent Event [Line Items]
Number of shares issued upon conversion			60,000	180,000	200,000	1,641,800
Common Stock [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued upon conversion		200,000
Series B Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Number of shares converted					1,000	8,209
Series B Convertible Preferred Stock [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares converted		1,000