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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2018	May 01, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Trading Symbol	SLNO
Entity Registrant Name	SOLENO THERAPEUTICS INC
Entity Central Index Key	0001484565
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		19,768,375

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 14,866	$ 17,100
Restricted cash	35	35
Prepaid expenses and other current assets	423	343
Current assets held for sale	484	516
Total current assets	15,808	17,994
Long-term assets
Property and equipment, net	17	23
Other assets	126	126
Intangible assets, net	19,927	20,413
Long-term assets held for sale	453	466
Total assets	36,331	39,022
Current liabilities
Accounts payable	1,133	633
Accrued compensation and other current liabilities	721	973
Current liabilities held for sale	88	127
Total current liabilities	1,942	1,733
Long-term liabilities
Contingent liability for Essentialis purchase price	5,510	5,082
Other liabilities	13	13
Long-term liabilities held for sale	625	225
Total liabilities	13,312	12,487
Commitments and contingencies (Note 7)
Stockholders' equity
Common stock	20	19
Additional paid-in-capital	140,733	140,495
Accumulated deficit	(117,734)	(113,979)
Total stockholders' equity	23,019	26,535
Total liabilities and stockholders' equity	36,331	39,022
Series B Convertible Preferred Stock [Member]
Stockholders' equity
Convertible preferred stock	0	0
Series A Warrant Liability [Member]
Long-term liabilities
Warrant liability	291	352
Series C Warrant [Member]
Long-term liabilities
Warrant liability	4	6
2017 PIPE Warrant Liability [Member]
Long-term liabilities
Warrant liability	$ 4,927	$ 5,076

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
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	19,768,375	19,238,972
Common stock, shares outstanding	19,768,375	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	3,571	4,571
Convertible preferred stock, shares outstanding	3,571	4,571
Convertible preferred stock, aggregate liquidation preference	$ 0	$ 0

Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating expenses
Research and development	$ 1,180	$ 327
Sales and marketing		27
General and administrative	1,867	1,019
Change in fair value of contingent consideration	428	5
Total operating expenses	3,475	1,373
Operating loss	(3,475)	(1,373)
Other income (expense)
Cease-use income (expense)	3	(2)
Change in fair value of warrants liabilities	212	(69)
Interest and other income (expense)	19	(601)
Total other income (expense)	234	(672)
Loss from continuing operations	(3,241)	(2,045)
Loss from discontinued operations	(514)	(842)
Net loss	$ (3,755)	$ (2,887)
Loss per common share from continuing operations, basic and diluted	$ (0.17)	$ (0.40)
Loss per common share from discontinued operations, basic and diluted	(0.02)	(0.17)
Net loss per common share, basic and diluted	$ (0.19)	$ (0.57)
Weighted-average common shares outstanding used to calculate basic and diluted net loss per common share	19,530,311	5,090,581

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net loss	$ (3,755)	$ (2,887)
Loss from discontinued operations	(514)	(842)
Loss from continuing operations	(3,241)	(2,045)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Depreciation and amortization	492	119
Stock-based compensation expense	341	140
Board fees paid with common stock	82	45
Change in fair value of stock warrants	(212)	69
Change in fair value of contingent consideration	428	5
Non-cash expense of issuing shares to Aspire Capital		602
Change in operating assets and liabilities:
Prepaid expenses and other current assets	(80)	(15)
Accounts payable	409	(204)
Accrued compensation and other current liabilities	(252)	(49)
Other long-term liabilities		(16)
Net cash used in continuing operating activities	(2,033)	(1,349)
Net cash used in discontinued operating activities	(487)	(834)
Net cash used in operating activities	(2,520)	(2,183)
Cash flows from investing activities:
Net cash used in discontinued investing activities		(4)
Net cash used in investing activities		(4)
Cash flows from financing activities:
Proceeds from issuance of common stock		10,000
Cash paid for the issuance cost of common stock and common stock warrants	(112)
Net cash provided by (used in) continuing financing activities	(112)	10,000
Net cash provided by discontinued financing activities	400
Net cash provided by financing activities	288	10,000
Net increase (decrease) in cash, cash equivalents and restricted cash	(2,232)	7,813
Net increase in cash and cash equivalents included in current assets held for sale	(2)
Cash, cash equivalents and restricted cash, beginning of period	17,135	2,761
Cash, cash equivalents and restricted cash, end of period	14,901	10,574
Supplemental disclosures of non-cash investing and financing information
Issuance of common stock in Essentialis acquisition		17,246
Contingent cash consideration of Essentialis acquisition		2,590
Costs of issuing common stock and common stock warrants recorded in accounts payable	91
Continuing Operations [Member]
Cash flows from financing activities:
Net increase (decrease) in cash, cash equivalents and restricted cash	(2,145)	8,651
Discontinued Operations [Member]
Cash flows from financing activities:
Net increase (decrease) in cash, cash equivalents and restricted cash	$ (87)	$ (838)

Description of Business	3 Months Ended
Description of Business	Mar. 31, 2018
Accounting Policies [Abstract]
Description of Business	Note 1. Description of Business Soleno Therapeutics, 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 had a therapeutics platform based on its proprietary technology for precision metering of gas flow. Upon the acquisition of Essentialis Inc., or “Essentialis” through a merger, or the Merger, on March 7, 2017, pursuant to an Agreement and Plan of Merger, or the Merger Agreement, the Company initiated actions to divest, sell or dispose its device and diagnostics business activities and focus its research and transitioning to the development and commercialization of novel therapeutics for the treatment of rare diseases and on advancing the lead drug candidate acquired with Essentialis. 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. The Company completed the sale of stock of its previously 100% wholly-owned subsidiaryNFI 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	3 Months Ended
Going Concern and Management's Plans	Mar. 31, 2018
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 $3.8 million for the three months ended March 31, 2018 and has an accumulated deficit of $117.7 million at March 31, 2018 from having incurred losses since its inception. The Company has approximately $14.0 million of working capital at March 31, 2018 and used approximately $2.5 million of cash in its operating activities during the three months ended March 31, 2018. The Company has financed its operations principally through issuances of equity securities. The Company has continued to focus on expense control, 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 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 $15.0 million. 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 condensed consolidated 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 condensed 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 within one year from the date of filing this quarterly report. The condensed 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 it 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	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies There have been no material changes to the significant accounting policies during the three months ended March 31, 2018, as compared to the significant accounting policies described in Note 3 of the “Notes to Consolidated Financial Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Below are those policies with current period updates: *Basis of Presentation* The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States, or GAAP, for complete financial statements. The condensed consolidated balance sheet at December 31, 2017, has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company’s financial position as of March 31, 2018, and results of its operations for the three months ended March 31, 2018 and 2017. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Certain prior period amounts have been reclassified to conform to current period presentation. These classifications have no effect on the previously reported net loss of loss per share. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K. *Recent Accounting Standards* Recently Adopted Accounting Standards In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows: Restricted Cash”, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. These standards are effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted these standards in the first quarter of 2018 utilizing the retrospective transition method. There was no material impact on the Company’s condensed consolidated financial statements resulting from the adoption of this guidance. 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 adopted the standard in the first quarter of 2018. The adoption did not have a material impact on the Company’s consolidated financial position and results of operations. In March 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”, (“ASU 2018-05”) to add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118 (“SAB 118”), to ASC 740 “Income Taxes”. SAB 118 was issued by the SEC in December 2017 to provide immediate guidance for accounting implications of U.S. tax reform under the “Tax Cuts and Jobs Act” (the “Tax Act”), which became effective for the Company on January 1, 2018. The Company has adopted ASU 2018-09 and adoption of this ASU has no significant impact on its condensed consolidated financial statements. Recently Issued Accounting Standards 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 Subtopic605-35, “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 2015-14upon 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 condensed consolidated financial statements and what changes to systems and controls may be warranted. In January 2017, 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 condensed consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”, (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 condensed consolidated financial statements and related disclosures. In February 2018, the FASB issued Accounting Standards Update No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”), which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act, and requires certain disclosures about stranded tax effects. ASU 2018-02 is effective for us beginning December 1, 2019 (with early adoption permitted), and shall be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the corporate income tax rate in the Tax Act is recognized. The Company is currently evaluating the potential impact of adopting this guidance on its condensed consolidated financial statements.

Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2018

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


	Fair Value Measurements at March 31, 2018
	Total		Level 1		Level 2		Level 3
Assets
Money market fund	$	14,844	$	14,844	$	—	$	—

Liabilities
Series A warrant liability	$	291	$	291	$	—	$	—
Series C warrant liability		4		—		—		4
2017 PIPE warrant liability		4,927		—		—		4,927
Essentialis purchase price contingency liability		5,510		—		—		5,510

Total common stock warrant and contingent consideration liability	$	10,732	$	291	$	—	$	10,441

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

Liabilities
Series A warrant liability	$	352	$	352	$	—	$	—
Series C warrant liability		6		—		—		6
2017 PIPE warrant liability		5,076		—		—		5,076
Essentialis purchase price contingency liability		5,082		—		—		5,082

Total common stock warrant and contingent consideration liability	$	10,516	$	352	$	—	$	10,164

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 fair value of the Essentialis purchase price contingent liability is estimated using scenario-based methods based upon the Company’s analysis of the likelihood of obtaining specified approvals from the Federal Drug Administration as well as reaching cumulative revenue milestones (see Note 10). The Level 3 estimates are based, in part, on subjective assumptions.

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 warrants, which are treated as liabilities, as follows (dollars in thousands).


	Series A Warrant					Series C Warrant					2017 PIPE Warrants
	Number of Warrants		Liability			Number of Warrants		Liability			Number of Warrants		Liability			Purchase Price Contingent Liability
Balance at December 31, 2017		485,121	$	352			118,083	$	6			6,024,425	$	5,076		$	5,082
Change in value of Series A Warrants		—		(61	)		—		—			—		—			—
Change in value of Series C Warrants		—		—			—		(2	)		—		—			—
Change in value of 2017 PIPE Warrants		—		—			—		—			—		(149	)		—
Change in value of contingent liability		—		—			—		—			—		—			428

Balance at March 31, 2018		485,121	$	291			118,083	$	4			6,024,425	$	4,927		$	5,510

- 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

Discontinued Operations and Assets Held for Sale

3 Months Ended

Mar. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations and Assets Held for Sale

Note 5. Discontinued Operations and Assets Held for Sale

(i) Assets held for sale and discontinued operations

Subsequent to the Merger with Essentialis described in Note 1, the Company explored opportunities to 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 (in thousands).


	March 31, 2018		December 31, 2017
Current assets
Cash and cash equivalents	$	2	$	—
Accounts receivable		64		50
Inventory		380		420
Prepaid expenses and other current assets		38		46

Total current assets held for sale	$	484	$	516

Long-term assets
Property and equipment, net	$	18	$	20
Other intangible assets		435		446

Total long-term assets held for sale	$	453	$	466

Current liabilities
Accounts payable	$	38	$	51
Accrued compensation and other current liabilities		50		76

Total current liabilities for sale	$	88	$	127

Long-term liabilities
Other long-term liabilities	$	625	$	225

Total long-term liabilities held for sale	$	625	$	225

The components of the Statement of Operations presented as Discontinued Operations follow (in thousands).


	Three Months Ended March 31,
	2018			2017
Product revenue	$	51		$	265
Cost of product revenue		51			209

Gross profit		—			56
Expenses
Research and development		401			667
Sales and marketing		11			87
General and administrative		102			139

Total expenses		514			893

Operating loss		(514	)		(837	)
Other income (expense)		—			(5	)

Net loss from discontinued operations	$	(514	)	$	(842	)

Stock-based compensation expense of $19,000 and $45,000 was classified in discontinued operations for the three months ended March 31, 2018 and 2017, respectively.

(ii) NFI Sale

On September 2, 2015, the Company established NFI, a wholly owned subsidiary of the Company and through NFI, acquired substantially all of the assets of an unrelated privately held company 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 the NFI Purchase Agreement, with 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. 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 NFI 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 NFI 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 NFI Holdings for certain losses that it incurs as a result of a breach by the Company of its representations and warranties in the NFI 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 NFI 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 March 31, 2018, the Company had issued no shares of Capnia to OAHL. The Company will report for its ownership position in Capnia pursuant to ASC 810.

Warrant Liabilities

3 Months Ended

Mar. 31, 2018

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 requirements 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 condensed consolidated statements 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 March 31, 2018, the fair value of the 485,121 outstanding Series A Warrants was approximately $291,000, and the decrease of $61,000 in fair value during the three months ended March 31, 2018 was recorded as other income in the condensed consolidated statements 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 March 31, 2018, the fair value of the Series C Warrants was determined to be approximately $4,000. The decline in the fair value of the liability for the Series C Warrants of $2,000 in the three months ended March 31, 2018 was recorded as other income in the condensed consolidated statements 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.


	March 31, 2018			December 31, 2017
Volatility		90	%		90	%
Expected term (years)		1.92			2.17
Expected dividend yield		—	%		—	%
Risk-free rate		2.26	%		1.91	%

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

The 2017 PIPE Warrants were issued on December 15, 2017 in 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.

As of March 31, 2018, the fair value of the PIPE Warrants was determined to be approximately $4.9 million. The decline in the fair value of the liability for the PIPE Warrants of $149,000 in the three months ended March 31, 2018 was recorded as other income in the condensed consolidated statements of operations.

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.


	March 31, 2018			December 31, 2017
Volatility		62	%		67	%
Expected term (years)		0.8			0.8
Expected dividend yield		—	%		—	%
Risk-free rate		2.09	%		1.76	%

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7. Commitments and Contingencies *Facility Leases* On July 1, 2015 the Company executed a new four year non-cancelable operating lease agreement for 8,171 square feet of office space for its headquarters facility. The lease agreement provides for monthly lease payments of $23,300 beginning in September of 2015, with increases in the following three years. An additional 5,265 square feet of office space became part of the new lease agreement on March 1, 2016, and in December 2017 the Company subleased this additional space to a third party through the end of the lease term. 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. Rent expense was $85,000 and $135,000 during the three months ended March 31, 2018 and 2017, respectively. *Contingencies* In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated.

Stockholders' Equity

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Stockholders' Equity

Note 8. Stockholders’ Equity

Convertible Preferred Stock

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

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

During the three months ended March 31, 2018 and 2017 Sabby converted 1,000 and 120 shares of Series B Convertible Preferred stock into 200,000 and 120,200 shares of Common Stock, respectively. As of March 31, 2018, there were 3,571 shares of Series B Convertible Preferred Stock outstanding.

Common Stock

On December 22, 2016, the Company entered into the Merger Agreement with Essentialis. Consummation of the Merger was subject to various closing conditions, including the Company’s consummation of a financing of at least $8 million at, or substantially contemporaneous with, the closing of the Merger, 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. Pursuant to the terms of the Merger Agreement, the Company held back shares of common stock as partial recourse to satisfy indemnification claims. Effective March 7, 2018, on the 1-year anniversary of the closing of the merger, the Company issued 180,667 shares for the previously held back amount. 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 the development milestone is achieved, a total of 4,877,444 shares of common stock would be issued 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, the Company is 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 Incentive Plan

The Company has adopted the 1999 Incentive Stock Plan, the 2010 Equity Incentive Plan, and the 2014 Equity Incentive Plan (“2014 Plan”), together the Plans. The 1999 Incentive Stock Plan expired in 2009, and the 2010 Equity Incentive Plan has been closed to new issuances. Under the 2014 Plan the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance units or performance shares to employees, directors, advisors, and consultants. 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, including officers and directors.

The Board of Directors has the authority to determine to whom stock 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 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 terms and conditions governing restricted stock units is at the sole discretion of the Board. There have been no grants of stock appreciation rights, performance units or performance shares as of March 31, 2018. As of March 31, 2018, a total of 1,266,804 shares are available for future grant under the 2014 Plan.

The Company recognized stock-based compensation expense related to options and restricted stock units granted to employees, directors and consultants for the three months ended March 31, 2018 and 2017 of $360,000 and $185,000, respectively of which $19,000 and $45,000 was recorded in discontinued operations in the first quarter of 2018 and 2017, respectively. The compensation expense is allocated on a departmental basis, based on the classification of the option holder.

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


	Three Months Ended March 31,
	2018		2017
Research and development	$	106	$	10
General and administrative		235		130

Total	$	341	$	140

Stock Options

The Company granted options to purchase 616,500 and 12,000 shares of the Company’s common stock during the three months ended March 31, 2018 and 2017, respectively. 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.


	Three Months Ended March 31,
	2018			2017
Expected life (years)		6.0			6.0
Risk-free interest rate		2.7	%		2.2	%
Volatility		70	%		61	%
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 three months ended March 31, 2018 as issued under the Plans:


	Number of Options Outstanding			Weighted-Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)
	Number of Options Outstanding			Weighted-Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)
Balance at December 31, 2017		1,026,987		$	9.99		—
Options granted		616,500			1.60
Options exercised		—
Options canceled/forfeited		(92,177	)		14.54

Balance at March 31, 2018		1,551,310			6.38		8.89
Options vested at March 31, 2018		509,830		$	13.15		7.83

Options vested and expected to vest at March 31, 2018		1,551,310		$	6.38		8.89

The weighted-average grant date fair value of employee options granted was $1.03 and $1.90 per share for the three months ended March 31, 2018 and 2017, respectively. At March 31, 2018, total unrecognized employee stock-based compensation was $1.6 million, which is expected to be recognized over the weighted-average remaining vesting period of 3.2 years. As of March 31, 2018, the outstanding stock options had an intrinsic value of $131,000.

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.

Restricted Stock Units

There were 99,217 restricted stock units granted by the Company during the three months ended March 31, 2018 to employees and nonemployees. The shares were 100% vested on the grant date and were valued based on the Company’s common stock price on the grant date, with all of the related stock-based compensation expense recognized at that time.

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 March 31, 2018, 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 March 31, 2018, 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 had 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.

Net loss per share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Net loss per share

Note 9. 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 three months ended March 31, 2018 and 2017, 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 March 31
	2018		2017
Convertible preferred stock		714,200		2,435,800
Warrants issued to 2010/2012 convertible note holders to purchase common stock		102,070		102,070
Options to purchase common stock		1,551,310		586,971
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		9,599,742		4,332,558

Acquisition of Essentialis, Inc.

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Acquisition of Essentialis, Inc.

Note 10. 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. Pursuant to the terms of the Merger Agreement, the Company held back shares of common stock as partial recourse to satisfy indemnification claims. Effective on the 1-year anniversary of the closing of the merger the Company issued 180,667 shares for the previously held back amount. 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 results 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. The Company completed and finalized its assessments of the fair value of consideration paid and of the net assets acquired as of December 31, 2017.

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, 2017 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. 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. 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.

Also subsequent to March 7, 2017 and prior to December 31, 2017, 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 $1.7 million, deferred to future periods, as an element of the assets acquired. As a consequence of recording the net deferred tax liability, the Company’s valuation allowance was reduced by $1.7 million, 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 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 which was estimated to be 20%.

The aggregate purchase price consideration was as follows (in thousands).


Fair value of stock consideration	$	17,246
Fair value of contingent consideration		2,590

Total purchase price consideration	$	19,836

The fair value of the asset acquired is as follows (in thousands).


Patents	$	19,836

Net Assets Acquired	$	19,836

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 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 $5,510,000 at March 31, 2018, based on the Company’s assessment that it could reach the commercial sales milestones of in 2023 and 2025, respectively.

Compensation Plan for Board Members	3 Months Ended
Compensation Plan for Board Members	Mar. 31, 2018
Compensation Related Costs [Abstract]
Compensation Plan for Board Members	Note 11. Compensation Plan for Board Members 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 three months ended March 31, 2018 and 2017, the Company issued 47,757 and 9,997 shares, respectively, of Common Stock to its Board members for fees earned.

Subsequent Event	3 Months Ended
Subsequent Event	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Event	Note 12. Subsequent Event On May 14, 2018, the Company announced that it has initiated its multi-center Phase III clinical trial of Diazoxide Choline Controlled-Release (“DCCR”) for the treatment of Prader-Willi Syndrome (“PWS”). Accordingly, the Company is also obligated to issue an additional 913,389 shares of common stock to Essentialis stockholders upon the achievement of this development milestone.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States, or GAAP, for complete financial statements. The condensed consolidated balance sheet at December 31, 2017, has been derived from the audited consolidated financial statements at that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly the Company’s financial position as of March 31, 2018, and results of its operations for the three months ended March 31, 2018 and 2017. The interim results are not necessarily indicative of the results for any future interim period or for the entire year. Certain prior period amounts have been reclassified to conform to current period presentation. These classifications have no effect on the previously reported net loss of loss per share. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K.
Recent Accounting Standards	*Recent Accounting Standards* Recently Adopted Accounting Standards In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows: Restricted Cash”, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. These standards are effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted these standards in the first quarter of 2018 utilizing the retrospective transition method. There was no material impact on the Company’s condensed consolidated financial statements resulting from the adoption of this guidance. 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 adopted the standard in the first quarter of 2018. The adoption did not have a material impact on the Company’s consolidated financial position and results of operations. In March 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-05, “Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”, (“ASU 2018-05”) to add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118 (“SAB 118”), to ASC 740 “Income Taxes”. SAB 118 was issued by the SEC in December 2017 to provide immediate guidance for accounting implications of U.S. tax reform under the “Tax Cuts and Jobs Act” (the “Tax Act”), which became effective for the Company on January 1, 2018. The Company has adopted ASU 2018-09 and adoption of this ASU has no significant impact on its condensed consolidated financial statements. Recently Issued Accounting Standards 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 Subtopic605-35, “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 2015-14upon 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 condensed consolidated financial statements and what changes to systems and controls may be warranted. In January 2017, 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 condensed consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception”, (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 condensed consolidated financial statements and related disclosures. In February 2018, the FASB issued Accounting Standards Update No. 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (“ASU 2018-02”), which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act, and requires certain disclosures about stranded tax effects. ASU 2018-02 is effective for us beginning December 1, 2019 (with early adoption permitted), and shall be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the corporate income tax rate in the Tax Act is recognized. The Company is currently evaluating the potential impact of adopting this guidance on its condensed consolidated financial statements.

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Summary of Financial Instruments Measured at Fair Value on Recurring Basis

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


	Fair Value Measurements at March 31, 2018
	Total		Level 1		Level 2		Level 3
Assets
Money market fund	$	14,844	$	14,844	$	—	$	—

Liabilities
Series A warrant liability	$	291	$	291	$	—	$	—
Series C warrant liability		4		—		—		4
2017 PIPE warrant liability		4,927		—		—		4,927
Essentialis purchase price contingency liability		5,510		—		—		5,510

Total common stock warrant and contingent consideration liability	$	10,732	$	291	$	—	$	10,441

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

Liabilities
Series A warrant liability	$	352	$	352	$	—	$	—
Series C warrant liability		6		—		—		6
2017 PIPE warrant liability		5,076		—		—		5,076
Essentialis purchase price contingency liability		5,082		—		—		5,082

Total common stock warrant and contingent consideration liability	$	10,516	$	352	$	—	$	10,164

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

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


	Series A Warrant					Series C Warrant					2017 PIPE Warrants
	Number of Warrants		Liability			Number of Warrants		Liability			Number of Warrants		Liability			Purchase Price Contingent Liability
Balance at December 31, 2017		485,121	$	352			118,083	$	6			6,024,425	$	5,076		$	5,082
Change in value of Series A Warrants		—		(61	)		—		—			—		—			—
Change in value of Series C Warrants		—		—			—		(2	)		—		—			—
Change in value of 2017 PIPE Warrants		—		—			—		—			—		(149	)		—
Change in value of contingent liability		—		—			—		—			—		—			428

Balance at March 31, 2018		485,121	$	291			118,083	$	4			6,024,425	$	4,927		$	5,510

- 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

Discontinued Operations and Assets Held for Sale (Tables)

3 Months Ended

Mar. 31, 2018

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 (in thousands).


	March 31, 2018		December 31, 2017
Current assets
Cash and cash equivalents	$	2	$	—
Accounts receivable		64		50
Inventory		380		420
Prepaid expenses and other current assets		38		46

Total current assets held for sale	$	484	$	516

Long-term assets
Property and equipment, net	$	18	$	20
Other intangible assets		435		446

Total long-term assets held for sale	$	453	$	466

Current liabilities
Accounts payable	$	38	$	51
Accrued compensation and other current liabilities		50		76

Total current liabilities for sale	$	88	$	127

Long-term liabilities
Other long-term liabilities	$	625	$	225

Total long-term liabilities held for sale	$	625	$	225

The components of the Statement of Operations presented as Discontinued Operations follow (in thousands).


	Three Months Ended March 31,
	2018			2017
Product revenue	$	51		$	265
Cost of product revenue		51			209

Gross profit		—			56
Expenses
Research and development		401			667
Sales and marketing		11			87
General and administrative		102			139

Total expenses		514			893

Operating loss		(514	)		(837	)
Other income (expense)		—			(5	)

Net loss from discontinued operations	$	(514	)	$	(842	)

- 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

Warrant Liabilities (Tables)

3 Months Ended

Mar. 31, 2018

Series C Warrant [Member]

Fair Value of Convertible Preferred Stock Warrant Liability

The Company used the following inputs.


	March 31, 2018			December 31, 2017
Volatility		90	%		90	%
Expected term (years)		1.92			2.17
Expected dividend yield		—	%		—	%
Risk-free rate		2.26	%		1.91	%

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.


	March 31, 2018			December 31, 2017
Volatility		62	%		67	%
Expected term (years)		0.8			0.8
Expected dividend yield		—	%		—	%
Risk-free rate		2.09	%		1.76	%

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Summary of Stock Based Compensation Expense

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


	Three Months Ended March 31,
	2018		2017
Research and development	$	106	$	10
General and administrative		235		130

Total	$	341	$	140

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.


	Three Months Ended March 31,
	2018			2017
Expected life (years)		6.0			6.0
Risk-free interest rate		2.7	%		2.2	%
Volatility		70	%		61	%
Dividend rate		—	%		—	%

Summary of Stock Option Transactions

The following table summarizes stock option transactions for the three months ended March 31, 2018 as issued under the Plans:


	Number of Options Outstanding			Weighted-Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)
	Number of Options Outstanding			Weighted-Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)
Balance at December 31, 2017		1,026,987		$	9.99		—
Options granted		616,500			1.60
Options exercised		—
Options canceled/forfeited		(92,177	)		14.54

Balance at March 31, 2018		1,551,310			6.38		8.89
Options vested at March 31, 2018		509,830		$	13.15		7.83

Options vested and expected to vest at March 31, 2018		1,551,310		$	6.38		8.89

Net loss per share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

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


	As of March 31
	2018		2017
Convertible preferred stock		714,200		2,435,800
Warrants issued to 2010/2012 convertible note holders to purchase common stock		102,070		102,070
Options to purchase common stock		1,551,310		586,971
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		9,599,742		4,332,558

Acquisition of Essentialis, Inc. (Tables)

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Schedule of Purchase Price Consideration

The aggregate purchase price consideration was as follows (in thousands).


Fair value of stock consideration	$	17,246
Fair value of contingent consideration		2,590

Total purchase price consideration	$	19,836

Fair Values of Assets Acquired

The fair value of the asset acquired is as follows (in thousands).


Patents	$	19,836

Net Assets Acquired	$	19,836

Description of Business - Additional Information (Detail)	Oct. 06, 2017	Jul. 18, 2017 USD ($)
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

Going Concern and Management's Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Dec. 11, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Liquidity And Managements Plans [Line Items]
Net loss		$ (3,755)	$ (2,887)
Accumulated deficit		(117,734)		$ (113,979)
Positive (deficit) in working capital		14,000
Net cash used in operating activities		$ (2,520)	$ (2,183)
Equity Unit Purchase Agreements [Member]
Liquidity And Managements Plans [Line Items]
Number of newly issued	8,141,116
Price per unit	$ 1.84
Gross Proceeds from issuance of units	$ 15,000
Common Stock [Member] \| Equity Unit Purchase Agreements [Member]
Liquidity And Managements Plans [Line Items]
Warrant to call common stock	0.74
Warrant exercise price	$ 2.00
Warrants, to purchase shares of common stock	6,024,425

Fair Value of Financial Instruments - Summary of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Series A Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	$ 291,000	$ 352,000
Series C Warrant [Member]
Liabilities
Warrant contingent consideration liability	4,000	6,000
2017 PIPE Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	4,927,000	5,076,000
Convertible preferred stock warrant liability [Member] \| Series A Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	291,000
Fair Value, Measurements, Recurring [Member]
Liabilities
Warrant contingent consideration liability	10,732,000	10,516,000
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member] \| Series A Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	291,000	352,000
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member] \| Series C Warrant [Member]
Liabilities
Warrant contingent consideration liability	4,000	6,000
Fair Value, Measurements, Recurring [Member] \| Convertible preferred stock warrant liability [Member] \| 2017 PIPE Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	4,927,000	5,076,000
Fair Value, Measurements, Recurring [Member] \| Essentialis, Inc. [Member]
Liabilities
Warrant contingent consideration liability	5,510,000	5,082,000
Fair Value, Measurements, Recurring [Member] \| Level 1 [Member]
Liabilities
Warrant contingent consideration liability	291,000	352,000
Fair Value, Measurements, Recurring [Member] \| Level 1 [Member] \| Convertible preferred stock warrant liability [Member] \| Series A Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	291,000	352,000
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member]
Liabilities
Warrant contingent consideration liability	10,441,000	10,164,000
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member] \| Convertible preferred stock warrant liability [Member] \| Series C Warrant [Member]
Liabilities
Warrant contingent consideration liability	4,000	6,000
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member] \| Convertible preferred stock warrant liability [Member] \| 2017 PIPE Warrant Liability [Member]
Liabilities
Warrant contingent consideration liability	4,927,000	5,076,000
Fair Value, Measurements, Recurring [Member] \| Level 3 [Member] \| Essentialis, Inc. [Member]
Liabilities
Warrant contingent consideration liability	5,510,000	5,082,000
Money market fund [Member] \| Fair Value, Measurements, Recurring [Member]
Assets
Cash and cash equivalents	14,844,000	16,790,000
Money market fund [Member] \| Fair Value, Measurements, Recurring [Member] \| Level 1 [Member]
Assets
Cash and cash equivalents	$ 14,844,000	$ 16,790,000

Fair Value of Financial Instruments - Summary of Changes in Fair Value of Level 1 and Level 3 Financial Instruments (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) shares
Series A Warrant Liability [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the end 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	$ 352
Balance at the beginning of period, in shares \| shares	485,121
Change in value of Warrant	$ (61)
Balance at the end of period, in shares \| shares	485,121
Balance at end of period	$ 291
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	$ 6
Balance at the beginning of period, in shares \| shares	118,083
Change in value of Warrant	$ (2)
Balance at the end of period, in shares \| shares	118,083
Balance at end of period	$ 4
2017 PIPE 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	$ 5,076
Balance at the beginning of period, in shares \| shares	6,024,425
Change in value of Warrant	$ (149)
Balance at the end of period, in shares \| shares	6,024,425
Balance at end of period	$ 4,927
Purchase price contingent 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	5,082
Change in value of Warrant	428
Balance at end of period	$ 5,510

Discontinued Operations and Assets Held for Sale - Balance Sheet Components of Discontinued Operations (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets
Total current assets held for sale	$ 484	$ 516
Long-term assets
Total long-term assets held for sale	453	466
Current liabilities
Total current liabilities for sale	88	127
Long-term liabilities
Total long-term liabilities held for sale	625	225
CoSense and NFI [Member] \| Discontinued Operations, Held-for-sale [Member]
Current assets
Cash and cash equivalents	2
Accounts receivable	64	50
Inventory	380	420
Prepaid expenses and other current assets	38	46
Total current assets held for sale	484	516
Long-term assets
Property and equipment, net	18	20
Other intangible assets	435	446
Total long-term assets held for sale	453	466
Current liabilities
Accounts payable	38	51
Accrued compensation and other current liabilities	50	76
Total current liabilities for sale	88	127
Long-term liabilities
Other long-term liabilities	625	225
Total long-term liabilities held for sale	$ 625	$ 225

Discontinued Operations and Assets Held for Sale - Components of Income of Discontinued Operations (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Expenses
Net loss from discontinued operations	$ (514)	$ (842)
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	51	265
Cost of product revenue	51	209
Gross profit		56
Expenses
Research and development	401	667
Sales and marketing	11	87
General and administrative	102	139
Total expenses	514	893
Operating loss	(514)	(837)
Other income (expense)		(5)
Net loss from discontinued operations	$ (514)	$ (842)

Discontinued Operations and Assets Held for Sale - Additional Information (Detail) - USD ($)		3 Months Ended
	Jul. 18, 2017	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Stock-based compensation expense, discontinued operation		$ 360,000	$ 185,000
OAHL [Member] \| Capnia, Inc. [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of shares issued		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				$ 2,200,000
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		$ 19,000	$ 45,000
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

Warrant Liabilities - Additional Information (Detail) - USD ($)		1 Months Ended	3 Months Ended
	Mar. 05, 2015	Jul. 31, 2015	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	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			$ (212,000)	$ 69,000
Proceeds from issuance of common stock under tender offer				$ 10,000,000
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 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
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			$ 4,000		$ 6,000
(Increase) decrease in the fair value of warrants liabilities			$ 2,000
Proceeds from issuance of common stock under tender offer		$ 5,882
Warrants cashless exercised (in shares)		181
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			$ 291,000		352,000
(Increase) decrease in the fair value of warrants liabilities			61,000
Series A Warrant Liability [Member] \| Convertible preferred stock warrant liability [Member]
Class of Warrant or Right [Line Items]
Warrant liability			$ 291,000
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 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			$ 4,927,000		$ 5,076,000
(Increase) decrease in the fair value of warrants liabilities			149,000
Fair value of estimated warrants			$ 4,900,000

Warrant Liabilities - Fair Value of Convertible Preferred Stock Warrant Liability (Detail)	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Series C Warrant [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Volatility	90.00%	90.00%
Expected Term	1 year 11 months 1 day	2 years 2 months 1 day
Expected dividend yield	0.00%	0.00%
Risk-free rate	2.26%	1.91%
2017 PIPE Warrant Liability [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Volatility	62.00%	67.00%
Expected Term	9 months 18 days	9 months 18 days
Expected dividend yield	0.00%	0.00%
Risk-free rate	2.09%	1.76%

Commitments and Contingencies - Additional Information (Detail)			1 Months Ended	3 Months Ended
	Mar. 01, 2016 ft²	Jul. 01, 2015 USD ($) ft²	Feb. 28, 2015 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)
Commitments and Contingencies Disclosure [Abstract]
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
Period of increases to monthly payments		3 years	2 years
Additional area of office space for headquarters facility \| ft²	5,265
Rent expense \| $				$ 85,000	$ 135,000

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	Oct. 06, 2017	Mar. 07, 2017 USD ($) shares	Jan. 27, 2017 USD ($)	Dec. 22, 2016 USD ($)	Oct. 31, 2015 $ / shares shares	Mar. 31, 2018 USD ($) $ / shares shares	Mar. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 shares	Dec. 31, 2017 $ / shares shares	Jun. 29, 2016 $ / shares	Jun. 28, 2016 $ / 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
Proceeds from issuance of common stock \| $								$ 10,000,000
Number of options granted							0
Stock-based compensation expense \| $							$ 360,000	$ 185,000
Weighted average grant date fair value per option granted (in dollars per share) \| $ / shares							$ 1.03	$ 1.90
Future stock-based compensation for unvested employee options granted and outstanding \| $							$ 1,600,000
Stock options outstanding, intrinsic value \| $							$ 131,000
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 \| $							$ 19,000	$ 45,000
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
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)			4,877,444
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
Indemnification Claims [Member] \| Essentialis, Inc. [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares issued in acquisition (shares)			180,667
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
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
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
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
Series D Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares						$ 12.30
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
Warrants outstanding (in shares)							96,029
Warrants term							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%
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period							4 years
Number of options granted							616,500	12,000
Number of shares available for grant							1,266,804
Future stock-based compensation, requisite service period							3 years 2 months 12 days
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
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock units granted							99,217
Vesting percentage							100.00%
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
Convertible preferred stock, stated value (in dollars per share) \| $ / shares							$ 1,000
Number of shares converted							1,000	120	1,000
Convertible preferred stock, shares outstanding							3,571
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion ratio		0.2
Number of shares issued upon conversion							200,000	120,200	200,000
Common Stock [Member] \| Sabby Management, LLC [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Ownership interest (percent)							4.99%
Common Stock [Member] \| 2016 Sabby Purchase Agreement [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Conversion ratio							200
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

Stockholders' Equity - Summary of Stock Based Compensation Expense (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	$ 360,000	$ 185,000
Continuing Operations [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	341	140
Research and Development [Member] \| Continuing Operations [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	106	10
General and Administrative [Member] \| Continuing Operations [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total stock compensation expense	$ 235	$ 130

Stockholders' Equity - Schedule of Fair Value of Award Granted Using Black-Scholes Option Pricing Model (Detail)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Equity And Stock Based Compensation [Abstract]
Expected life (years)	6 years	6 years
Risk-free interest rate	2.70%	2.20%
Volatility	70.00%	61.00%
Dividend rate	0.00%	0.00%

Stockholders' Equity - Summary of Stock Option Transactions (Detail) - $ / shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options granted	0
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance	1,026,987
Options granted	616,500	12,000
Options exercised	0
Options canceled/forfeited	(92,177)
Ending balance	1,551,310
Weighted-Average Exercise Price per Share
Beginning balance (in dollars per share)	$ 9.99
Options granted (in dollars per share)	1.60
Options exercised (in dollars per share)	0
Options canceled/forfeited (in dollars per share)	14.54
Ending balance (in dollars per share)	$ 6.38
Weighted Average Remaining Contractual Term
Options outstanding at end of period	8 years 10 months 21 days
Options vested at end of period	7 years 9 months 29 days
Options vested and expected to vest at end of period	8 years 10 months 21 days
Options vested at end of period (shares)	509,830
Options vested at end of period (in dollars per share)	$ 13.15
Options vested and expected to vest at end of period (shares)	1,551,310
Options vested and expected to vest at end of period (in dollars per share)	$ 6.38

Net loss per share - Schedule of Potentially Dilutive Securities Outstanding Excluded from Computations of Diluted Weighted-Average Shares Outstanding (Detail) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computations of diluted weighted-average shares outstanding	9,599,742	4,332,558
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	1,551,310	586,971
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	714,200	2,435,800

Acquisition of Essentialis, Inc. - Additional Information (Detail) - USD ($)		3 Months Ended
	Mar. 07, 2017	Mar. 31, 2018
Business Acquisition [Line Items]
Share price (in usd per share)	$ 3.85
Fair value of stock consideration		$ 4,220,000
Fair value of cash consideration		1,090,000
Total purchase price consideration		5,310,000
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	5,510,000
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
Total purchase price consideration	19,836
Value of deferred tax liability assumed	$ 1,651,000	1,700,000
Increase (decrease) in valuation allowance		(1,700,000)
Fair value inputs, discount rate (percent)	20.00%
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)	180,667
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

Acquisition of Essentialis, Inc. - Purchase Price Consideration (Detail) - USD ($)		3 Months Ended
	Mar. 07, 2017	Mar. 31, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Fair value of stock consideration		$ 4,220,000
Fair value of contingent consideration		5,510,000	$ 5,082,000
Total purchase price consideration		$ 5,310,000
Essentialis, Inc. [Member]
Business Acquisition [Line Items]
Fair value of stock consideration	$ 17,246
Fair value of contingent consideration	2,590
Total purchase price consideration	19,836
Net Assets Acquired	19,836
Essentialis, Inc. [Member] \| Patents [Member]
Business Acquisition [Line Items]
Patents	$ 19,836

Compensation Plan for Board Members - Additional Information (Detail) - shares	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
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)	47,757	9,997

Subsequent Event - Additional Information (Detail) - Essentialis, Inc. [Member] - shares	May 14, 2018	Mar. 07, 2017
Subsequent Event [Line Items]
Contingent consideration potential additional shares issuable if milestones are reached (shares)		913,389
Subsequent Event [Member]
Subsequent Event [Line Items]
Contingent consideration potential additional shares issuable if milestones are reached (shares)	913,389