Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Mar. 14, 2014 | Jun. 28, 2013 |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Ocera Therapeutics, Inc. | ' | ' |
Entity Central Index Key | '0001274644 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 15,453,448 | ' |
Entity Public Float | ' | ' | $10,106 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $15,533 | $2,303 |
Short-term investments, available-for-sale | 30,167 | 0 |
Accounts receivable | 93 | 0 |
Prepaid expenses and other current assets | 470 | 100 |
Assets of discontinued operations | 3,029 | 0 |
Total current assets | 49,292 | 2,403 |
Property and equipment, net | 59 | 7 |
Long-term investments | 1,513 | 0 |
Deposits | 26 | 0 |
Intangible assets, net | 335 | 0 |
Goodwill | 595 | 0 |
Total assets | 51,820 | 2,410 |
Current liabilities: | ' | ' |
Accounts payable | 1,282 | 269 |
Accrued liabilities | 1,902 | 280 |
Liabilities of discontinued operations | 3,503 | 0 |
Convertible notes payable, net—related parties | 0 | 2,908 |
Total current liabilities | 6,687 | 3,457 |
Other liabilities | 1 | 0 |
Preferred stock warrant liability | 0 | 16 |
Total liabilities | 6,688 | 3,473 |
Commitments and contingencies (Note 13) | ' | ' |
Convertible preferred stock (Note 9) | 0 | 61,743 |
Stockholders’ equity / (deficit): | ' | ' |
Preferred Stock, $0.00001 par value; 5,000,000 shares authorized and no shares issued or outstanding at December 31, 2013 and no shares authorized, issued or outstanding at December 31, 2012, respectively. | 0 | 0 |
Common stock, $0.00001 par value, 100,000,000 shares authorized and 15,300,214 shares issued and outstanding at December 31, 2013. $0.001 par value, 53,270,000 shares authorized and 626,593 shares issued and outstanding at December 31, 2012 | 0 | 5 |
Additional paid-in capital | 126,615 | 1,161 |
Accumulated other comprehensive income | 3 | 0 |
Deficit accumulated during the development stage | -81,486 | -63,972 |
Total stockholder's equity / (deficit) | 45,132 | -62,806 |
Total liabilities, convertible preferred stock and stockholders’ equity / (deficit) | $51,820 | $2,410 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 53,270,000 |
Common stock, shares issued | 15,300,214 | 626,593 |
Common stock, shares outstanding | 15,300,214 | 626,593 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | 108 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Revenue: | ' | ' | ' |
Royalty revenue | $85 | $0 | $85 |
Total Revenue | 85 | 0 | 85 |
Operating expenses: | ' | ' | ' |
Research and development | 3,549 | 1,642 | 54,562 |
General and administrative | 8,500 | 1,739 | 24,036 |
Amortization of intangibles | 295 | 0 | 295 |
Impairment of intangibles | 3,070 | 0 | 3,070 |
Total operating expenses | 15,414 | 3,381 | 81,963 |
Other income (expense): | ' | ' | ' |
Interest and other income | 18 | 2 | 3,770 |
Interest and other expense | -193 | -184 | -1,424 |
Change in fair value of warrant liability | 15 | -45 | 71 |
Total other income (expense), net | -160 | -227 | 2,417 |
Net loss from continuing operations | -15,489 | -3,608 | -79,461 |
Discontinued operations (Note 6): | ' | ' | ' |
Net loss from discontinued operations | -2,025 | 0 | -2,025 |
Net loss | -17,514 | -3,608 | -81,486 |
Net loss per share: | ' | ' | ' |
Net loss per share from continuing operations, basic and diluted (in dollars per share) | ($2.52) | ($5.76) | ' |
Net loss per share from discontinued operations, basic and diluted (in dollars per share) | ($0.33) | $0 | ' |
Net loss per share, basic and diluted (in dollars per share) | ($2.85) | ($5.76) | ' |
Weighted average number of shares used to compute net loss per share of common stock, basic and diluted (in shares) | 6,145,731 | 626,593 | ' |
Net loss | -17,514 | -3,608 | -81,486 |
Unrealized gain on investments | 3 | 0 | 3 |
Comprehensive loss | ($17,511) | ($3,608) | ($81,483) |
Consolidated_Statements_of_Con
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) Statement (USD $) | Total | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Deficit Accumulated During the Development Stage [Member] |
In Thousands, except Share data, unless otherwise specified | Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | |||||
Stockholders' equity, balance at beginning of period at Dec. 19, 2004 | $0 | ' | ' | ' | ' | ' | ' | $0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -39 | ' | ' | ' | ' | ' | ' | -39 |
Stockholders' equity, balance at end of period at Dec. 31, 2004 | -39 | ' | ' | ' | ' | ' | ' | -39 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock, value | 5 | 14,346 | ' | ' | 5 | ' | ' | ' |
Issuance of stock, shares | ' | 1,736,000 | ' | ' | 575,000 | ' | ' | ' |
Issuance of nonemployee stock options for services received | 2 | ' | ' | ' | ' | 2 | ' | ' |
Conversion of debt to series C preferred stock | ' | 1,046 | ' | ' | ' | ' | ' | ' |
Net loss | -3,440 | ' | ' | ' | ' | ' | ' | -3,440 |
Other comprehensive income (loss) | -3 | ' | ' | ' | ' | ' | -3 | ' |
Stockholders' equity, balance at end of period at Dec. 31, 2005 | -3,475 | 14,346 | ' | ' | 5 | 2 | -3 | -3,479 |
Stockholders' equity, balance at end of period (in shares) at Dec. 31, 2005 | ' | 1,736,000 | ' | ' | 575,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock, value | ' | ' | 11,983 | ' | ' | ' | ' | ' |
Issuance of stock, shares | ' | ' | 1,029,000 | ' | ' | ' | ' | ' |
Issuance of nonemployee stock options for services received | 3 | ' | ' | ' | ' | 3 | ' | ' |
Issuance of common stock upon exercise of stock options, value | 7 | ' | ' | ' | ' | 7 | ' | ' |
Issuance of common stock upon exercise of stock options, shares | ' | ' | ' | ' | 20,000 | ' | ' | ' |
Share-based compensation expense | 25 | ' | ' | ' | ' | 25 | ' | ' |
Net loss | -7,499 | ' | ' | ' | ' | ' | ' | -7,499 |
Other comprehensive income (loss) | 8 | ' | ' | ' | ' | ' | 8 | ' |
Stockholders' equity, balance at end of period at Dec. 31, 2006 | -10,931 | 14,346 | 11,983 | ' | 5 | 37 | 5 | -10,978 |
Stockholders' equity, balance at end of period (in shares) at Dec. 31, 2006 | ' | 1,736,000 | 1,029,000 | ' | 595,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | 26 | ' | ' | ' | ' | 26 | ' | ' |
Reclassification of repurchase liability for early exercise of stock options | 5 | ' | ' | ' | ' | 5 | ' | ' |
Net loss | -12,193 | ' | ' | ' | ' | ' | ' | -12,193 |
Other comprehensive income (loss) | -5 | ' | ' | ' | ' | ' | -5 | ' |
Stockholders' equity, balance at end of period at Dec. 31, 2007 | -23,098 | 14,346 | 11,983 | ' | 5 | 68 | ' | -23,171 |
Stockholders' equity, balance at end of period (in shares) at Dec. 31, 2007 | ' | 1,736,000 | 1,029,000 | ' | 595,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock, value | ' | ' | ' | 35,414 | ' | ' | ' | ' |
Issuance of stock, shares | ' | ' | ' | 2,075,000 | ' | ' | ' | ' |
Share-based compensation expense | 63 | ' | ' | ' | ' | 63 | ' | ' |
Reclassification of repurchase liability for early exercise of stock options | 3 | ' | ' | ' | ' | 3 | ' | ' |
Net loss | -9,735 | ' | ' | ' | ' | ' | ' | -9,735 |
Other comprehensive income (loss) | 143 | ' | ' | ' | ' | ' | 143 | ' |
Stockholders' equity, balance at end of period at Dec. 31, 2008 | -32,624 | 14,346 | 11,983 | 35,414 | 5 | 134 | 143 | -32,906 |
Stockholders' equity, balance at end of period (in shares) at Dec. 31, 2008 | ' | 1,736,000 | 1,029,000 | 2,075,000 | 595,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options, value | 9 | ' | ' | ' | ' | 9 | ' | ' |
Issuance of common stock upon exercise of stock options, shares | ' | ' | ' | ' | 10,000 | ' | ' | ' |
Share-based compensation expense | 142 | ' | ' | ' | ' | 142 | ' | ' |
Reclassification of repurchase liability for early exercise of stock options | 1 | ' | ' | ' | ' | 1 | ' | ' |
Repurchase of unvested stock options | ' | ' | ' | ' | -2,000 | ' | ' | ' |
Net loss | -13,048 | ' | ' | ' | ' | ' | ' | -13,048 |
Other comprehensive income (loss) | -138 | ' | ' | ' | ' | ' | -138 | ' |
Stockholders' equity, balance at end of period at Dec. 31, 2009 | -45,658 | 14,346 | 11,983 | 35,414 | 5 | 286 | 5 | -45,954 |
Stockholders' equity, balance at end of period (in shares) at Dec. 31, 2009 | ' | 1,736,000 | 1,029,000 | 2,075,000 | 602,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options, value | 51 | ' | ' | ' | ' | 51 | ' | ' |
Issuance of common stock upon exercise of stock options, shares | ' | ' | ' | ' | 24,000 | ' | ' | ' |
Share-based compensation expense | 242 | ' | ' | ' | ' | 242 | ' | ' |
Net loss | -9,683 | ' | ' | ' | ' | ' | ' | -9,683 |
Other comprehensive income (loss) | -5 | ' | ' | ' | ' | ' | -5 | ' |
Stockholders' equity, balance at end of period at Dec. 31, 2010 | -55,053 | 14,346 | 11,983 | 35,414 | 5 | 579 | 0 | -55,637 |
Stockholders' equity, balance at end of period (in shares) at Dec. 31, 2010 | ' | 1,736,000 | 1,029,000 | 2,075,000 | 627,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | 224 | ' | ' | ' | ' | 224 | ' | ' |
Net loss | -4,727 | ' | ' | ' | ' | ' | ' | -4,727 |
Stockholders' equity, balance at end of period at Dec. 31, 2011 | -59,556 | 14,346 | 11,983 | 35,414 | 5 | 803 | 0 | -60,364 |
Stockholders' equity, balance at end of period (in shares) at Dec. 31, 2011 | ' | 1,736,000 | 1,029,000 | 2,075,000 | 627,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | 154 | ' | ' | ' | ' | 154 | ' | ' |
Reclassification of repurchase liability for early exercise of stock options | 93 | ' | ' | ' | ' | 93 | ' | ' |
Issuance of common stock warrants | 111 | ' | ' | ' | ' | 111 | ' | ' |
Conversion of debt to series C preferred stock | 0 | ' | ' | ' | ' | ' | ' | ' |
Shares issued in merger with Tranzyme | 0 | ' | ' | ' | ' | ' | ' | ' |
Net loss | -3,608 | ' | ' | ' | ' | ' | ' | -3,608 |
Stockholders' equity, balance at end of period at Dec. 31, 2012 | -62,806 | 14,346 | 11,983 | 35,414 | 5 | 1,161 | 0 | -63,972 |
Stockholders' equity, balance at beginning of period (in shares) at Dec. 31, 2012 | ' | 1,736,000 | 1,029,000 | 2,075,000 | 627,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of stock, value | 46,425 | ' | ' | ' | ' | 46,425 | ' | ' |
Issuance of stock, shares | ' | ' | ' | ' | 7,259,000 | ' | ' | ' |
Issuance of common stock upon exercise of stock options, value | 63 | ' | ' | ' | ' | 63 | ' | ' |
Issuance of common stock upon exercise of stock options, shares | ' | ' | ' | ' | 88,000 | ' | ' | ' |
Share-based compensation expense | 507 | ' | ' | ' | ' | 507 | ' | ' |
Restatement of par value of common stock | ' | ' | ' | ' | -5 | -5 | ' | ' |
Conversion of debt to series C preferred stock | 3,187 | ' | ' | 3,187 | ' | ' | ' | ' |
Conversion of debt to series C preferred stock, shares | ' | ' | ' | 186,000 | ' | ' | ' | ' |
Conversion of preferred stock to common stock | -64,930 | -14,346 | -11,983 | -38,601 | ' | -64,930 | ' | ' |
Conversion of preferred stock to common stock, shares | ' | -1,736,000 | -1,029,000 | -2,262,000 | -5,027,000 | ' | ' | ' |
Shares issued in merger with Tranzyme | 13,524 | ' | ' | ' | ' | 13,524 | ' | ' |
Shares issued in merger with Tranzyme, shares | ' | ' | ' | ' | 2,300,000 | ' | ' | ' |
Net loss | -17,514 | ' | ' | ' | ' | ' | ' | -17,514 |
Other comprehensive income (loss) | 3 | ' | ' | ' | ' | ' | 3 | ' |
Stockholders' equity, balance at end of period at Dec. 31, 2013 | $45,132 | ' | ' | ' | $0 | $126,615 | $3 | ($81,486) |
Stockholders' equity, balance at end of period (in shares) at Dec. 31, 2013 | ' | ' | ' | ' | 15,300,000 | ' | ' | ' |
Consolidated_Statements_of_Con1
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2005 | Dec. 31, 2006 | Dec. 31, 2008 | |
Common Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | |
Series A Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | ||
Stock issued, issuance cost | $1,575,000 | $154,000 | $57,000 | $106,000 |
Proceeds from issuance of convertible preferred stock | ' | 13,453,000 | 12,040,000 | ' |
Conversion of debt and interest | ' | $1,046,000 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | 108 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Operating activities | ' | ' | ' |
Net loss | ($17,514) | ($3,608) | ($81,486) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Net loss from discontinued operations | 2,025 | 0 | 2,025 |
Depreciation | 29 | 20 | 406 |
(Gain)/loss on disposal of fixed assets | 7 | 0 | 15 |
Amortization of intangibles | 295 | 0 | 295 |
Stock based compensation | 507 | 154 | 1,388 |
Change in valuation of warrant liability | -15 | 45 | -72 |
Impairment of intangible assets | 3,070 | 0 | 3,070 |
(Amortization of discount) accretion of premium on investment securities | 39 | 1 | -303 |
Debt discount, net and noncash interest expense | 92 | 184 | 410 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 45 | 0 | 45 |
Prepaid expenses and other assets | -346 | -3 | -426 |
Accounts payable | 14 | -600 | 283 |
Accrued liabilities | 764 | -192 | 941 |
Net cash used in continuing operating activities | -10,988 | -3,999 | -73,409 |
Net cash used in discontinued operating activities | -1,006 | 0 | -1,006 |
Net cash used in operating activities | -11,994 | -3,999 | -74,415 |
Investing activities | ' | ' | ' |
Purchases of property and equipment | -12 | -2 | -404 |
Purchases of short and long-term investments | -34,116 | 0 | -176,160 |
Sale and maturities of short and long-term investments | 2,400 | 250 | 144,786 |
Net cash received from merger transaction | 7,464 | 0 | 7,464 |
Net cash (used in) provided by continuing investing activities | -24,264 | 248 | -24,314 |
Proceeds from sale of assets of discontinued operations | 3,000 | 0 | 3,000 |
Net cash (used in) provided by investing activities | -21,264 | 248 | -21,314 |
Financing activities | ' | ' | ' |
Proceeds from sale of convertible preferred stock | 0 | 0 | 60,744 |
Proceeds from the sale of common stock, net | 46,425 | 0 | 46,425 |
Proceeds from issuance of convertible notes payable, net | 0 | 2,940 | 2,940 |
Proceeds from note payable | 0 | 0 | 4,000 |
Repayments of note payable | 0 | 0 | -4,000 |
Proceeds from issuance of promissory note | 0 | 0 | 1,000 |
Proceeds from issuance of common stock | 63 | 0 | 153 |
Net cash provided by continuing financing activities | 46,488 | 2,940 | 111,262 |
Net increase (decrease) in cash and cash equivalents | 13,230 | -811 | 15,533 |
Cash and cash equivalents—beginning of period | 2,303 | 3,114 | 0 |
Cash and cash equivalents—end of period | 15,533 | 2,303 | 15,533 |
Supplemental schedule of noncash investing and financing activities | ' | ' | ' |
Warrants issued in connection with notes payable | 0 | 143 | 143 |
Reclassification of warrant liability to additional paid-in-capital | 1 | 93 | 94 |
Issuance of options related to consulting agreement | 0 | 7 | 13 |
Cash paid for interest | 0 | 0 | 861 |
Conversion of convertible promissory note and interest to common stock | 3,187 | 0 | 4,233 |
Conversion of convertible preferred stock to common stock | 61,743 | 0 | 61,743 |
Common stock issued in connection with merger transaction | $13,524 | $0 | $13,524 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Description of Business and Basis of Presentation | ' |
Description of Business and Basis of Presentation | |
Ocera Therapeutics, Inc. (the "Company") is a clinical stage biopharmaceutical company focused on the development and commercialization of OCR-002 (ornithine phenylacetate). OCR-002 is an ammonia scavenger which has been granted Orphan Disease and Fast Track status from the FDA to treat hyperammonemia and associated hepatic encephalopathy in patients with liver cirrhosis, acute liver failure and acute liver injury. | |
As of December 31, 2013, the Company has devoted substantially all of its efforts to product development, raising capital and building infrastructure, and has not realized significant revenues. Accordingly, the Company is considered to be in the development stage. | |
On July 15, 2013, Terrapin Acquisition, Inc., a Delaware corporation (“Merger Sub”), a wholly owned subsidiary of Tranzyme, Inc., a Delaware corporation (“Tranzyme”), completed its merger (the “Merger”) with and into Ocera Therapeutics, Inc., a private Delaware corporation (“Private Ocera”). Private Ocera is considered the acquiring company for accounting purposes as upon completion of the Merger, Private Ocera's former stockholders held a majority of the voting interest of the combined company. In addition, upon the closing of the Merger, six of the nine members of the board of directors of the combined company were former members of the Private Ocera board of directors. Therefore, the former members of the Private Ocera board of directors possessed majority control of the board of directors of the combined company. The Merger was effected pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of April 23, 2013, by and among Tranzyme, Private Ocera and Merger Sub. In connection with the Merger, the combined company changed its name to Ocera Therapeutics, Inc. and the name of Private Ocera was changed to Ocera Subsidiary, Inc. | |
Pursuant to the Merger, Private Ocera’s convertible notes payable plus accrued interest were converted to Series C convertible preferred stock at a rate of $2.04858 per share. Immediately thereafter, all shares of Private Ocera’s Series A, Series B and Series C convertible preferred stock were converted into Private Ocera common stock on a share for share basis. All such Private Ocera common stock was exchanged for Tranzyme common stock at a rate of one Private Ocera share for 0.11969414 Tranzyme shares (the "Exchange Ratio"). All share and per share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the exchange for Tranzyme shares. In addition, convertible preferred stock warrants of Private Ocera were converted into common stock warrants of Tranzyme, pursuant to the Merger, based upon the Exchange Ratio. | |
On December 13, 2013, the Company entered into a Technology Transfer and License Agreement with Genentech and Roche to sell certain Canadian fixed assets and materials, the MATCH technology and rights to the Genentech and Roche customer agreements and related intellectual property through licensing of patents for $4.0 million. On February 18, 2014, the Company received the "Notice of Completion" regarding obligations pursuant to this Agreement. The “Notice of Completion” is considered a substantive performance obligation in the agreement. The Company will record the disposition of assets held for sale at December 31, 2013 pursuant to this agreement in the first quarter of 2014. | |
The Company's business is subject to significant risks consistent with biopharmaceutical companies seeking to develop technologies and product candidates for human therapeutic use. These risks include, but are not limited to, uncertainties regarding research and development, access to capital, obtaining and enforcing patents, receiving regulatory approval and competition with other biotechnology and pharmaceutical companies. | |
As of December 31, 2013, the Company has incurred losses since inception of $81.5 million. The Company expects to continue to incur losses and requires additional financial resources to advance its products to either commercial stage or liquidity events. | |
Basis of Presentation | |
The Company has a limited operating history and the sales and income potential of the Company's business and market are unproven. The Company has experienced net losses each year since its inception and, as of December 31, 2013, had a deficit accumulated during the development stage of $81.5 million. The Company anticipates that it will continue to incur net losses into the foreseeable future as it continues the development and commercialization of its lead drug candidate OCR-002 and expands its corporate infrastructure. Based on the Company's operating plan, the Company believes its current working capital is sufficient to fund its operations through at least December 31, 2014. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Summary of Significant Accounting Policies | ' | |||||||
Summary of Significant Accounting Policies | ||||||||
Use of Estimates | ||||||||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | ||||||||
Principles of Consolidation | ||||||||
The consolidated financial statements include the accounts of Ocera Therapeutics, Inc., and its subsidiary, Ocera Subsidiary, Inc. All significant intercompany balances and transactions have been eliminated. All amounts included in these notes to consolidated financial statements are reported in U.S. dollars, unless otherwise indicated. | ||||||||
Business Combinations | ||||||||
The Company accounted for the Merger as a reverse merger under the acquisition method of accounting. The consideration paid to acquire Tranzyme was measured at fair value and included the exchange of our common stock and assumption of vested stock options. This allocation of the purchase price resulted in recognition of intangible assets related to customer relationships and developed technology and goodwill. The allocation of purchase price requires the Company to make significant estimates and assumptions. The key assumptions in determining the fair value of intangible assets were the discount rate and the probability assigned to the milestone or royalty being achieved in the future. | ||||||||
Discontinued Operations | ||||||||
On September 11, 2013, the Board of Directors approved a restructuring plan related to the operations of its Sherbrooke, Quebec facility whereby the Company closed the operations of the facility effective as of November 11, 2013. On December 13, 2013, the Company entered into a Technology Transfer and License Agreement to sell the Company’s MATCH discovery platform and license the related intellectual property rights. The Company concluded that since the Sherbrooke, Quebec operations and MATCH discovery platform comprise a component with distinct operations and cash flows that will be eliminated from ongoing operations and the Company will not have significant involvement after the disposal, this component will be accounted for as discontinued operations. The results of operations of the components to be disposed of and related restructuring costs have been classified as net loss from discontinued operations from their acquisition on July 15, 2013 through December 31, 2013. The assets and liabilities of Tranzyme Pharma Inc. have been classified as assets and liabilities, respectively, of discontinued operations. Unless noted otherwise, discussion in these notes to the financial statements pertain to our continuing operations. | ||||||||
Segment Reporting | ||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. | ||||||||
Cash and Cash Equivalents | ||||||||
Cash and cash equivalents are stated at cost, which approximates fair value. The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include money market funds and various deposit accounts. | ||||||||
Concentration of Credit Risk | ||||||||
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents and securities available-for-sale. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain safety and liquidity. | ||||||||
Investments | ||||||||
The Company invests in marketable securities, primarily money market funds, commercial paper and U.S. and foreign corporate debt securities. The Company considers all investments with a maturity date greater than three months and less than one year at each balance sheet date to be short-term investments. Those investments with a maturity date greater than one year at each balance sheet date are considered to be long-term investments. As of December 31, 2013 and 2012, all investments in marketable securities were classified as available-for-sale. These securities are carried at estimated fair value with unrealized gains and losses included in stockholders' equity / (deficit). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income. | ||||||||
Fair Value of Financial Instruments | ||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses the market approach valuation technique for fair value measurements on a recurring basis and attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. All of our cash equivalents and short-term investments are measured using inputs classified at Level 1 or Level 2 within the fair value hierarchy. Level 1 inputs are quoted prices in active markets for identical assets. Level 2 inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to, benchmark yields, interest rate curves, reported trades, broker/dealer quotes and market reference data. The carrying amounts of the Company's financial instruments, including cash equivalents, accounts payable and accrued liabilities, approximate fair value due to their short maturities. The Company believes the fair value of convertible notes payable approximates its carrying value. On the Merger date, the convertible notes payable were converted to Series C convertible preferred stock and immediately thereafter, converted to common stock. The preferred stock warrant liability represents its estimated fair value. | ||||||||
Debt Issuance Costs, Net | ||||||||
Debt issuance costs, net, represent legal and other direct costs related to the Company's convertible promissory notes. These costs are recorded as an asset on the accompanying balance sheets and are being amortized to interest expense utilizing the effective interest method through the earliest date at which the Company can be required to repay the notes. At December 31, 2013, the balance of debt issuance costs, net, was zero. | ||||||||
Property and Equipment | ||||||||
Property and equipment, including leasehold improvements, are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets or the shorter of the lease term or the estimated useful life for leasehold improvements. Useful lives generally range from three to five years. | ||||||||
Intangible Assets and Goodwill | ||||||||
The Company recorded intangible assets and goodwill upon the Merger. Acquired intangible assets are amortized on a straight-line basis over the remaining estimated economic life of 2.5 to 5 years. The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Recoverability of an asset is measured by comparing its carrying amount to the expected future undiscounted cash flows that the asset group is expected to generate. If it is determined that the carrying amount is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset exceeds its fair value. The Company recorded an impairment loss of $3.1 million in the year ended December 31, 2013 due to the termination of work by Bristol-Myers Squibb on macrocyclic compounds under the collaboration agreement. | ||||||||
The Company performs an annual qualitative assessment of its goodwill to determine if any events or circumstances exist, such as an adverse change in business climate or adverse developmental or regulatory results of OCR-002, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required. The determination of fair value requires significant judgment and estimates. For the purpose of impairment testing, the Company has determined that it has two reporting units, continuing operations and discontinued operations. There has been no impairment of goodwill for any periods presented. | ||||||||
Revenue Recognition | ||||||||
During 2013, we recognized revenues from the delivery of collaborative research services and from royalties. Collaboration research revenue is disclosed as discontinued operations in the company’s Consolidated Statements of Operation and Comprehensive Loss for all periods presented. For each source of revenue, we apply revenue recognition criteria in the following manner: | ||||||||
The Company recognizes royalty as revenue when earned. At the end of each accounting period, estimates of royalty amounts due are made based on estimated sales information from the customers. | ||||||||
Multiple element arrangements such as a collaboration agreements which may include an upfront license and ongoing services are analyzed to determine whether the deliverables within the agreement can be separated or whether they must be accounted for as a single unit of accounting. Deliverables under the agreement will be accounted for as separate units of accounting provided that (i) a delivered item has value to the customer on a stand-alone basis; and (ii) if the agreement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. The allocation of consideration amongst the deliverables under the agreement is derived using a "best estimate of selling price" if vendor specific objective evidence and third-party evidence of fair value is not available. If the delivered element does not have stand-alone value, the arrangement is then accounted for as a single unit of accounting, and the Company will recognize the consideration received under the arrangement as revenue on a straight-line basis over the estimated period of performance. | ||||||||
Research and Development Expenses | ||||||||
Research and development costs are expensed as incurred and primarily consist of costs associated with external research and development expenses incurred under agreements with (i) third-party investigative sites, where a substantial portion of our preclinical studies and all of our clinical trials are conducted, (ii) third-party manufacturing organizations, where a substantial portion of our preclinical supplies and all of our clinical supplies are produced, and (iii) consultants; employee-related expenses, which include salaries and benefits; and facilities, depreciation and amortization and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities, depreciation of leasehold improvements and equipment and laboratory and other supplies. | ||||||||
Clinical Trial Accruals | ||||||||
As part of the process of preparing financial statements, the Company estimates its accrued expenses. This process involves identifying services that have been performed and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual cost. The Company's clinical trial accruals are based on estimates of patient enrollment and related costs at clinical investigator sites as well as estimates for the services received and efforts expended pursuant to contracts with multiple research institutions and clinical research organizations that conduct and manage clinical trials on the Company's behalf. The Company accrues expenses related to clinical trials based on contracted amounts applied to the level of patient enrollment and activity according to the protocol. If timelines or contracts are modified based upon changes in the clinical trial protocol or scope of work to be performed, the Company modifies the estimates of accrued expenses accordingly. To date, the Company has had no significant adjustments to accrued clinical trial expenses. Examples of estimated accrued expenses include: | ||||||||
• | fees paid to investigative sites in connection with clinical trials; | |||||||
• | fees paid to contract manufacturers in connection with the production of clinical trial materials; and | |||||||
• | professional service fees. | |||||||
The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. | ||||||||
Preferred Stock Warrant Liability | ||||||||
Certain warrants to purchase the Company’s capital stock have historically been classified as liabilities and are recorded at estimated fair value. At each reporting period, any change in fair value of the freestanding warrants is recorded as other (expense) income. As a result of the Merger, the fair value of the preferred stock warrant liability was reclassified to additional paid in capital upon the conversion of warrants to purchase preferred stock into warrants to purchase common stock. | ||||||||
Stock-Based Compensation | ||||||||
Stock-based compensation is recognized as an expense in the financial statements based on the grant date fair value. For awards that vest based on service conditions, the Company uses the straight-line method to allocate compensation expense to reporting periods. For performance-based stock options, the Company begins to recognize the expense when it is deemed probable that the performance-based goal will be met. The Company evaluates the probability of achieving performance-based goals at each reporting date. Stock-based compensation expense is based on awards ultimately expected to vest, and therefore the recorded expense includes an estimate of future forfeitures. Forfeitures are to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options and stock purchase rights using a Black-Scholes option pricing model which requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The Company has opted to use the simplified method for estimating the expected term as provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average time-to-vesting and the contractual life of the options. The expected stock price volatility assumption was determined by examining the historical volatilities of a group of industry peers. | ||||||||
Prior to the Merger, the Company granted stock options to purchase common stock to employees and directors with exercise prices equal to the value of the underlying stock, as determined by the board of directors on the date the equity award was granted. The board of directors determined the fair value of the underlying common stock by considering a number of factors, including historical and projected financial results, the risks the Company faced at the time, the preferences of the Company’s preferred stockholders and the lack of liquidity of the Company’s common stock. | ||||||||
Income Taxes | ||||||||
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities reflect the future tax consequences of the differences between the financial reporting and tax basis of assets and liabilities using current enacted tax rates and include the effects of tax operating loss and tax credit carryforwards. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. | ||||||||
The Company’s policy related to accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attributed criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. | ||||||||
Net Loss Per Share | ||||||||
Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include convertible preferred stock, warrants, convertible notes payable and outstanding stock options under the stock option plan have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding. All share and per share amounts for all periods presented in the following table have been adjusted retroactively to reflect the exchange for Tranzyme shares as of the date of the Merger. | ||||||||
The following table presents the computation of net loss per share (in thousands, except share and per share data): | ||||||||
Years ended December 31, | ||||||||
2013 | 2012 | |||||||
Numerator | ||||||||
Net loss from continuing operations | $ | (15,489 | ) | $ | (3,608 | ) | ||
Net loss from discontinued operations | (2,025 | ) | — | |||||
Net loss | $ | (17,514 | ) | $ | (3,608 | ) | ||
Denominator | ||||||||
Weighted average common shares outstanding used to compute net loss per share, basic and diluted | 6,145,731 | 626,593 | ||||||
Net loss per share of common stock, basic and diluted: | ||||||||
Net loss per share from continuing operations | $ | (2.52 | ) | $ | (5.76 | ) | ||
Net loss per share from discontinued operations | (0.33 | ) | — | |||||
Net loss per share | $ | (2.85 | ) | $ | (5.76 | ) | ||
Potentially dilutive securities are not included in the calculation of dilutive net loss per share because to do so would be anti-dilutive are as follows (in common equivalent shares on a weighted-average basis): | ||||||||
Years ended December 31, | ||||||||
2013 | 2012 | |||||||
Convertible preferred stock | 2,604,305 | 4,840,324 | ||||||
Convertible preferred stock warrants | 11,243 | 26,332 | ||||||
Common stock warrants | 259,908 | 56,124 | ||||||
Common stock options | 624,511 | 675,201 | ||||||
Total | 3,499,967 | 5,597,981 | ||||||
In addition to the potentially dilutive securities noted above, the Company had outstanding convertible notes payable and accrued interest that were converted into 186,217 shares of common stock upon completion of the Merger. The Company has excluded these convertible notes payable from the table above. | ||||||||
Recent Accounting Pronouncements | ||||||||
Occasionally, new accounting standards are issued or proposed by the Financial Accounting Standards Board (the "FASB"), or other standards-setting bodies that the Company adopts by the effective date specified within the standard. Unless otherwise discussed, standards that do not require adoption until a future date are not expected to have a material impact on the Company's financial statements upon adoption. | ||||||||
In February 2013, the FASB issued a final rule related to the reporting of amounts reclassified out of accumulated | ||||||||
other comprehensive income that requires entities to report, either on their income statement or in a footnote to their financial statements, the effects on earnings from items that are reclassified out of other comprehensive income. The new accounting rule was effective for the Company in the first quarter of 2013. The adoption of the new accounting rule did not have a material effect on the Company's financial condition, results of operations or cash flows. The Company chose to present the total of comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement of operations and comprehensive income. | ||||||||
In July 2013, the FASB issued Accounting Standards Update, or ASU, No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with an option for early adoption. The Company intends to adopt this guidance at the beginning of our first quarter of fiscal year 2014, and does not expect the adoption of this standard will have a material impact on its financial statements. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. As a basis for categorizing inputs, the Company uses a three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value from market based assumptions to entity specific assumptions: | ||||||||||||||||
Level 1: Quoted prices in active markets for identical assets of liabilities; | ||||||||||||||||
Level 2: Inputs, other than level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; 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 assets or liabilities; and | ||||||||||||||||
Level 3: Unobservable inputs that are supported by little or no market activity, which require the reporting entity to develop its own assumptions. | ||||||||||||||||
The Company’s Level 3 financial liabilities consist of warrant liabilities related to warrants to purchase preferred stock. On July 15, 2013, warrants to purchase convertible preferred stock were converted to warrants to purchase common stock eliminating the terms that caused the preferred stock warrants to be accounted for as a liability. | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 are as follows (in thousands): | ||||||||||||||||
Balance as of | Quoted Prices | Significant | Significant | |||||||||||||
December 31, | in Active | Other | Unobservable | |||||||||||||
2013 | Markets for | Observable | Inputs | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 5,774 | $ | 5,774 | $ | — | $ | — | ||||||||
Commercial paper | 15,246 | — | 15,246 | — | ||||||||||||
Corporate debt securities | 20,884 | — | 20,884 | — | ||||||||||||
Total assets | $ | 41,904 | $ | 5,774 | $ | 36,130 | $ | — | ||||||||
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 are as follows (in thousands): | ||||||||||||||||
Balance as of | Quoted Prices | Significant | Significant | |||||||||||||
December 31, | in Active | Other | Unobservable | |||||||||||||
2012 | Markets for | Observable | Inputs | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 1,437 | $ | 1,437 | $ | — | $ | — | ||||||||
Total assets | $ | 1,437 | $ | 1,437 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Preferred stock warrant liability (1) | $ | 16 | $ | — | $ | — | $ | 16 | ||||||||
Total liabilities | $ | 16 | $ | — | $ | — | $ | 16 | ||||||||
(1) The Company estimated fair value of its preferred stock warrant liability at issuance and adjusts the carrying value | ||||||||||||||||
each reporting period utilizing the Black-Scholes option-pricing model based on the following significant unobservable inputs: risk-free rate of 0.08%; expected dividend rates of 0%; remaining expected life of the warrants of 0.3 years; expected volatility of 79% of the fair value of the underlying preferred stock. | ||||||||||||||||
The following table provides the change in the fair value of Level 3 liabilities for the twelve months ended December 31, 2013 (in thousands): | ||||||||||||||||
Convertible | ||||||||||||||||
Preferred Stock | ||||||||||||||||
Warrant Liability | ||||||||||||||||
Balance at December 31, 2012 | $ | 16 | ||||||||||||||
Change in fair value of warrant liability | (15 | ) | ||||||||||||||
Conversion of preferred stock warrants into common stock warrants | (1 | ) | ||||||||||||||
Balance at December 31, 2013 | $ | — | ||||||||||||||
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Balance Sheet Components [Abstract] | ' | ||||||||||||||||||
Balance Sheet Components | ' | ||||||||||||||||||
Balance Sheet Components | |||||||||||||||||||
Investments | |||||||||||||||||||
The following table summarizes the Company's available for sale investments as of December 31, 2013 (in thousands). | |||||||||||||||||||
Maturity (in Years) | Amortized Cost | Unrealized Gains | Unrealized Losses | Estimated Fair Value | |||||||||||||||
Short-term investments: | |||||||||||||||||||
Commercial paper | 1 or less | 15,232 | 14 | — | 15,246 | ||||||||||||||
Corporate debt securities | 1 or less | 14,930 | — | (9 | ) | 14,921 | |||||||||||||
Total | 30,162 | 14 | (9 | ) | 30,167 | ||||||||||||||
Long-term investments: | |||||||||||||||||||
Corporate debt securities | More than 1 | 1,514 | — | (1 | ) | 1,513 | |||||||||||||
Total | 1,514 | — | (1 | ) | 1,513 | ||||||||||||||
Total investments | $ | 31,676 | $ | 14 | $ | (10 | ) | $ | 31,680 | ||||||||||
At each reporting date, the Company performs an evaluation of impairment to determine if the unrealized losses are other-than-temporary. For debt securities, management determines whether it intends to sell the impaired securities, and if there is no intent or expected requirement to sell, management considers whether it is likely that the amortized cost will be recovered. The Company does not consider unrealized losses on its debt investment securities to be credit-related. These unrealized losses relate to changes in interest rates and market spreads subsequent to purchase. The Company has not made a decision to sell securities with unrealized losses and believes it is more likely than not it would not be required to sell such securities before recovery of its amortized cost. There have been no other than temporary losses recognized in earnings. | |||||||||||||||||||
The following table summarizes contractual maturities of short-term and long-term debt investment securities at December 31, 2013 (in thousands): | |||||||||||||||||||
Under 1 Year | 1 to 2 Years | Total | |||||||||||||||||
Commercial paper | $ | 15,246 | $ | — | $ | 15,246 | |||||||||||||
Corporate debt securities | 14,921 | 1,513 | 16,434 | ||||||||||||||||
$ | 30,167 | $ | 1,513 | $ | 31,680 | ||||||||||||||
Property and Equipment | |||||||||||||||||||
Property and equipment consisted of (in thousands): | |||||||||||||||||||
Useful Life | December 31, | ||||||||||||||||||
(in years) | 2013 | 2012 | |||||||||||||||||
Computer equipment and software | 1.5 to 3 years | $ | 40 | $ | 135 | ||||||||||||||
Office furniture and equipment | 5 years | 43 | 128 | ||||||||||||||||
Leasehold improvements | 4 years | — | 69 | ||||||||||||||||
83 | 332 | ||||||||||||||||||
Less accumulated depreciation | (24 | ) | (325 | ) | |||||||||||||||
$ | 59 | $ | 7 | ||||||||||||||||
Depreciation expense was $29,000, $20,000 and $0.4 million for the years ended December 31, 2013, 2012 and for the period from December 20, 2004 (inception) to December 31, 2013, respectively. | |||||||||||||||||||
Acquired intangible assets | |||||||||||||||||||
The net book value of acquired intangible assets as of December 31, 2013 were as follows (in thousands): | |||||||||||||||||||
Customer | |||||||||||||||||||
Agreements | |||||||||||||||||||
Balance at December 31, 2012 | $ | — | |||||||||||||||||
Acquired in merger with Tranzyme (Note 5) | 3,700 | ||||||||||||||||||
Amortization expense | (295 | ) | |||||||||||||||||
Impairment of intangible asset | (3,070 | ) | |||||||||||||||||
Balance at December 31, 2013 | $ | 335 | |||||||||||||||||
Weighted average life (in years) | 2 | ||||||||||||||||||
The estimated future amortization expense of purchased intangible assets as of December 31, 2013 is $0.2 million and $0.1 million for the years ended December 31, 2014 and 2015, respectively. | |||||||||||||||||||
During the periodic reviews of its collaboration agreement with BMS, the Company determined that BMS will terminate its efforts on the development of all macrocyclic compounds under development pursuant to the Company's on-going collaboration agreement. As a result, the Company concluded that the expected undiscounted cash flows from the terminated compound was zero and the Company recorded an impairment of 100% of the intangible asset value associated with the agreement. The Company expensed $3.1 million as a result of the impairment during the year ended December 31, 2013. | |||||||||||||||||||
Goodwill | |||||||||||||||||||
Goodwill as of December 31, 2013 was as follows (in thousands): | |||||||||||||||||||
Goodwill | |||||||||||||||||||
Balance at December 31, 2012 | $ | — | |||||||||||||||||
Acquired in Merger with Tranzyme (Note 5) | 1,054 | ||||||||||||||||||
Reclassified to discontinued operations (Note 6) | (459 | ) | |||||||||||||||||
Balance at December 31, 2013 | $ | 595 | |||||||||||||||||
Goodwill of $1.1 million was recorded pursuant to the Merger. Goodwill of $0.5 million was allocated to discontinued operations upon restructuring and disposal of Tranzyme Pharma Inc., see Note 6. Discontinued Operations. There were no impairments to goodwill during the periods presented. | |||||||||||||||||||
Accrued Liabilities | |||||||||||||||||||
Accrued liabilities were as follows (in thousands): | |||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Accrued compensation | $ | 1,093 | $ | 123 | |||||||||||||||
Accrued interest | — | 92 | |||||||||||||||||
Accrued clinical trials | 417 | 10 | |||||||||||||||||
Accrued manufacturing expense | — | 31 | |||||||||||||||||
Other accrued liabilities | 392 | 24 | |||||||||||||||||
$ | 1,902 | $ | 280 | ||||||||||||||||
Merger_with_Tranzyme
Merger with Tranzyme | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Business Combinations [Abstract] | ' | |||||||||||
Merger with Tranzyme | ' | |||||||||||
Merger with Tranzyme | ||||||||||||
On July 15, 2013, Merger Sub, a wholly owned subsidiary of Tranzyme, completed its Merger with Private Ocera. | ||||||||||||
The Merger was accounted for as a reverse merger under the acquisition method of accounting. Under the acquisition method of accounting, Private Ocera was treated as the accounting acquirer and Tranzyme was treated as the “acquired” company for financial reporting purposes as, immediately upon completion of the Merger, Private Ocera stockholders held a majority of the voting interest of the combined company. In addition, six of the nine members of the board of directors of the combined company were former members of Private Ocera board of directors. Therefore, the former members of Private Ocera board of directors possessed majority control of the board of directors of the combined company. | ||||||||||||
The purchase price for Tranzyme is as follows (in thousands): | ||||||||||||
Fair value of Tranzyme shares outstanding | $ | 13,249 | ||||||||||
Fair value of vested Tranzyme stock options | 275 | |||||||||||
Purchase Price | $ | 13,524 | ||||||||||
In accordance with ASC 805, the purchase price has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed on the basis of their estimated fair values on the date of acquisition based on valuations performed by a third party. The Company engaged a third party valuation firm to assist management in its analysis of the fair value of assets and liabilities acquired in the Merger with Tranzyme. All estimates, key assumptions, and forecasts were either provided by or reviewed by management. While the Company chose to utilize a third party valuation firm, the fair value analysis and related valuations represent the conclusions of management and not the conclusions or statements of any third party. | ||||||||||||
The following table summarizes the preliminary determination of the purchase price to the assets acquired and liabilities assumed (in thousands): | ||||||||||||
Purchase Price | ||||||||||||
Cash and cash equivalents | $ | 7,464 | ||||||||||
Accounts and investment tax credits receivable, net | 636 | |||||||||||
Prepaid expenses and other assets | 159 | |||||||||||
Fixed assets | 744 | |||||||||||
Intangible assets | 5,940 | |||||||||||
Goodwill | 1,054 | |||||||||||
Accounts payable | (1,029 | ) | ||||||||||
Accrued and long-term liabilities | (1,307 | ) | ||||||||||
Deferred revenue | (137 | ) | ||||||||||
$ | 13,524 | |||||||||||
As of December 31, 2013, there were $0.3 million of intangible assets subject to amortization with a remaining life of 2.0 years. The following table includes the intangible assets identified as of the acquisition date and the estimated lives prior to impairment and reclassification to discontinued operations (in thousands, except for useful life): | ||||||||||||
Continuing operations | Discontinued operations | Total | Useful life | |||||||||
Customer relationships | $ | 3,700 | $ | 480 | $ | 4,180 | 2.5 to 5 years | |||||
Developed technology | — | 1,760 | 1,760 | 5 years | ||||||||
$ | 3,700 | $ | 2,240 | $ | 5,940 | |||||||
The Company believes that the historical values of Tranzyme's current assets and current liabilities approximate their fair value based on the short-term nature of such items. Tranzyme's property and equipment consists of assets whose historical cost less depreciation is deemed to be its fair value. The identifiable intangible assets are Tranzyme’s technology, which consists primarily of its intellectual property related to Tranzyme’s MATCH technology, and the estimated net present value of future cash flows from collaborative agreements to be generated from the MATCH technology used in the development activities. | ||||||||||||
The collaboration agreements were valued using a risk adjusted multi-period excess earnings analysis, a form of the income approach, which incorporates the estimated future cash flows to be generated from these relationship assets. Excess earnings are the earnings remaining after deducting the market rates of return on the estimated values of contributory assets, including debt-free net working capital, tangible and intangible assets. The excess earnings are thereby calculated for each year of a multi-year projection period, factored for industry-wide probabilities of success and discounted to a present value. Accordingly, the primary components of this method consist of the determination of excess earnings and an appropriate rate of return. | ||||||||||||
The valuation of the Tranzyme's proprietary MATCH technology is based on replacement method of the cost approach that considers the cost to replace the acquired technology. The cost approach is based on the premise that a prudent investor would pay no more for an asset than its replacement or reproduction cost. The cost to replace the asset would include the cost of constructing a similar asset of equivalent utility at prices applicable at the time of the valuation analysis. The estimated fair value attributed to the developed technology is amortized over a weighted average useful life of approximately 5 years. | ||||||||||||
Goodwill is calculated as the difference between the fair value of the consideration expected to be transferred and the values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed, is primarily attributable to the acquisition of an established workforce of clinical development professionals and is not deductible for tax purposes. | ||||||||||||
The Company has included the results of operations of Tranzyme in its consolidated financial statements subsequent to July 15, 2013, the date of the Merger. The unaudited financial information in the table below summarizes the combined results of operations of the Company and Tranzyme, on a pro forma basis, as though the companies had been combined as of the beginning of the periods presented and after giving effect to the discontinued operations of Tranzyme Pharma Inc. and related assets, in thousands (unaudited): | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Licensing revenue | $ | 188 | $ | 3,756 | ||||||||
Net loss from continuing operations | $ | (23,248 | ) | $ | (26,679 | ) | ||||||
Net loss per share from continuing operations, basic and diluted | $ | (2.31 | ) | $ | (3.43 | ) |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Discontinued Operations | ' | |||||||||||||||
Discontinued Operations | ||||||||||||||||
On July 15, 2013, the Company consummated the Merger with Tranzyme. On September 11, 2013, the Company announced a restructuring plan related to the operations of its wholly-owned subsidiary, Tranzyme Pharma Inc., at its Sherbrooke, Quebec facility. On December 13, 2013, the Company entered into a Technology Transfer and License Agreement with Genentech and Roche to sell certain Canadian fixed assets and materials, the MATCH technology and rights to the Genentech and Roche customer agreements and related intellectual property through licensing of patents for $4.0 million. The Company concluded that the operations of Tranzyme Pharma Inc. and related asset groups sold to Genentech and Roche will be accounted for as discontinued operations as the operations and cash flows of the discontinued component or asset group will be eliminated from ongoing operations of the Company and there will not be significant involvement in the component or asset group after the disposal transaction. | ||||||||||||||||
The results of Tranzyme Pharma Inc. and related asset groups are disclosed as discontinued operations in the Company’s Consolidated Statements of Operations and Comprehensive Loss for all periods presented. | ||||||||||||||||
(in thousands) | Year ended | |||||||||||||||
31-Dec-13 | ||||||||||||||||
Revenue | $ | 467 | ||||||||||||||
Expenses: | ||||||||||||||||
Research and development | (1,134 | ) | ||||||||||||||
General and administrative | (220 | ) | ||||||||||||||
Amortization of intangible assets | (187 | ) | ||||||||||||||
Restructuring charges | (859 | ) | ||||||||||||||
Loss on disposal of assets | (86 | ) | ||||||||||||||
Other income (expense), net | (6 | ) | ||||||||||||||
Net loss from discontinued operations | $ | (2,025 | ) | |||||||||||||
The assets and liabilities of Tranzyme Pharma Inc. and related asset groups are presented as held for disposal in the Consolidated Balance Sheet as of December 31, 2013. The carrying amount of assets and liabilities are as follows: | ||||||||||||||||
(in thousands) | 31-Dec-13 | |||||||||||||||
Prepaid expenses and other current assets | $ | 178 | ||||||||||||||
Property and equipment, net | 356 | |||||||||||||||
Intangible assets, net | 2,053 | |||||||||||||||
Goodwill | 442 | |||||||||||||||
Assets of discontinued operations | $ | 3,029 | ||||||||||||||
Deposit on sale of assets | $ | 3,000 | ||||||||||||||
Accounts payable | 106 | |||||||||||||||
Accrued liabilities | 397 | |||||||||||||||
Liabilities of discontinued operations | $ | 3,503 | ||||||||||||||
Upon classification as held for disposal and discontinued operations, the assets and liabilities of Tranzyme Pharma Inc. and related asset groups were evaluated for impairment at the lower of carrying amount or fair value less disposal costs, no loss was recorded. | ||||||||||||||||
The Company will record the disposition of assets sold to Genentech and Roche subject to the Technology Transfer and License Agreement in the first quarter of 2014, upon receipt of a “Notice of Completion” which is considered a substantive performance obligation in the agreement. $3.0 million of agreement consideration was received in 2013 and is recorded as an accrued liability at December 31, 2013. | ||||||||||||||||
Restructuring of Tranzyme Pharma Inc. (Sherbrooke, Quebec) | ||||||||||||||||
In September 2013, the Company approved a restructuring plan related to the operations of its wholly owned subsidiary, Tranzyme Pharma Inc. at its Sherbrooke, Quebec facility (the "Sherbrooke Facility") in order to focus its management and resources on the clinical development of OCR-002. In connection with the restructuring, the Company terminated all employees at the Canadian location, exited the Sherbrooke facility and terminated certain contractual obligations. The Company incurred cash expenses of approximately $0.9 million in connection with the restructuring plan. These expenses and charges include approximately $0.7 million associated with the separation from employment of 17 employees at the Sherbrooke Facility, approximately $0.1 million in moving and shipping costs and approximately $45,000 associated with the termination of operating activities in the leased office and laboratory space at the Sherbrooke Facility. | ||||||||||||||||
Restructuring charges of $0.9 million were recorded as a component of net loss from discontinued operations during the year ended December 31, 2013. The following table summarizes the Company’s restructuring activities during the year ended December 31, 2013 in thousands: | ||||||||||||||||
Post- Employment Benefits | Moving and Shipping Costs | Operating Activities | Total | |||||||||||||
Restructuring charges | $ | 700 | $ | 114 | $ | 45 | $ | 859 | ||||||||
Cash payments and other settlements | (308 | ) | (15 | ) | (34 | ) | (357 | ) | ||||||||
Accrual balances at December 31, 2013 | $ | 392 | $ | 99 | $ | 11 | $ | 502 | ||||||||
License_Agreements_and_Acquire
License Agreements and Acquired Development and Commericialization Rights | 12 Months Ended |
Dec. 31, 2013 | |
Strategic Collaboration and License Agreements [Abstract] | ' |
License Agreements and Acquired Development and Commercialization Rights | ' |
License Agreements and Acquired Development and Commercialization Rights | |
Kuereha Corporation | |
In July 2004, the Company in-licensed from Kureha Corporation ("Kureha") the technology and exclusive development and commercialization rights to its AST-120 product candidate for the treatment of liver and gastrointestinal disease for the territories of North America and Europe. The Company paid a $1.5 million up-front fee to Kureha. In March 2008, the Company amended the license agreement, in exchange for a payment of $0.5 million. In January 2014, Kuereha was notified that the Company had discontinued its work on AST-210 and will be terminating the license. | |
UCL Business PLC | |
In December 2008, the Company entered into an exclusive license agreement with University College of London Business PLC for worldwide rights to develop and commercialize OCR-002 and related technologies for any use. The agreement was amended in July 2011 and February 2013. As consideration for the license, the Company paid a $1.0 million up-front fee and may be required to make future milestone payments totaling up to $17.0 million upon the achievement of various milestones related to regulatory or commercial events. The Company may be obligated to pay a royalty in the low to mid-single digits based on the net sales of OCR-002. | |
Open Biosystems, Inc. | |
In October 2005, Tranzyme entered into a license and marketing agreement whereby Open Biosystems, Inc. acquired a worldwide royalty-bearing license to certain intellectual property unrelated to Tranzyme's lead product candidates prior to the Merger and its MATCH drug discovery technology, as specified in the agreement. The Company earns royalties on annual net sales at rates that vary by licensed product category as defined in the agreement through 2017 or until the expiration date of the last-to-expire licensed patent or twelve years, whichever occurs last. Royalty revenue recognized from the licensing agreement was $85,000 for the year ended December 31, 2013. | |
Bristol-Myers Squibb Company | |
In December 2009, Tranzyme entered into a two-year collaboration agreement with BMS to discover, develop and commercialize novel macrocyclic compounds, other than Tranzyme's product candidates and internal programs, directed against a limited number of targets of interest to BMS. | |
On January 4, 2013, Tranzyme announced the successful completion of its chemistry-based drug discovery | |
collaboration with BMS. As a result of the joint research efforts, the Company transferred compounds to BMS for further development across multiple drug targets. Under the terms of the agreement, BMS is solely responsible for preclinical and clinical development of all products arising from the collaboration and for their commercialization globally. | |
During the periodic reviews of the BMS collaboration agreement, the Company determined that BMS will terminate its efforts on the development of all macrocyclic compounds under development pursuant to the Company's on-going collaboration agreement. The Company does not expect to receive any future revenue associated with this collaboration agreement. |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Convertible Notes Payable | ' | |||||||
Convertible Notes Payable | ||||||||
In March 2012, the Company entered into a convertible note and warrant purchase agreement with existing investors. The Company issued an aggregate principal amount of $1.5 million of convertible notes in an initial closing in March 2012 (the "March 2012 Notes"). The March 2012 Notes had an interest rate of 6% per annum and had a maturity date of the earlier of (i) March 30, 2013, (ii) a change of control, or (iii) an event of default. The notes could not be prepaid without the prior written consent of the holders of at least 67% of the principal amount outstanding under all notes issued. | ||||||||
In connection with the March 2012 Notes, the lenders received warrants for the purchase of the Company’s common stock equal to (i) 30% of the principal amount of the lender’s note divided by the lower of the price of the Series C convertible preferred stock or the equity security sold in a qualified or nonqualified financing had the Company entered into certain strategic transactions, referred to as the "Special Condition", by June 2012 or (ii) 75% of the principal amount of the lender’s note divided by the lower of the Series C convertible preferred stock or the equity sold in a qualified or nonqualified financing if the Special Condition was not met. Accordingly, the lenders received warrants to purchase an aggregate of 26,292 shares of the Company’s common stock on March 30, 2012 (the "March Warrants"). Upon the expiration of the anti-dilution protection of the March 2012 notes payable on June 30, 2012, the Company issued an additional 39,439 common stock warrants. The March Warrants have a seven year term expiring on March 30, 2019. | ||||||||
In October 2012, the Company issued an aggregate amount of $1.5 million of convertible notes in a second closing with existing investors (the "October 2012 Notes"). The October 2012 Notes had an interest rate of 6% per annum and had a maturity date of the earlier of (i) October 1, 2013, (ii) a change of control, or (iii) an event of default. The notes converted under the same terms as the March 2012 Notes but were based on the October 1, 2013, maturity date. The notes could not be prepaid without the prior written consent of the holders of at least 67% of the principal amount outstanding under all notes issued. In connection with the October 2012 Notes, the lenders received warrants to purchase 65,731 shares of the Company’s common stock (the "October Warrants"). The October Warrants have a seven-year term set to expire on October 1, 2019. | ||||||||
The common warrants issued in connection with the March 2012 Notes and October 2012 Notes are immediately exercisable at $0.67 per share. | ||||||||
In March 2013, the Company amended the March 2012 Notes to extend the maturity date to October 1, 2013. In April 2013, the March and October 2012 Notes were amended to change the note conversion date to automatically convert the unpaid principal and interest at the time of the Merger into shares of the Series C Preferred Stock of Private Ocera at the Series C Conversion Price of $2.04858 per share. There was no consideration paid, given or committed to the note holders by the Company in exchange for the modifications. The debt modification was evaluated under ASC 470-60, Troubled Debt Restructuring and under ASC 470-55, Debt Modification and Extinguishments. The Company determined that it was appropriate to account for the term extension and change to the conversion date on a prospective basis and the carrying amount of the debt remained unchanged. All costs incurred with third parties directly related to the maturity extension were expensed as incurred. There were no costs associated with the change to the note conversion date. | ||||||||
On July 15, 2013, the March and October 2012 Notes plus accrued interest of $0.2 million were converted into 186,217 shares of common stock in connection with the Merger. | ||||||||
The Company recorded an aggregate of $0.2 million and $0.2 million of non-cash interest expense and amortization of debt discount related to the convertible notes payable for the years ended December 31, 2013 and 2012 respectively. | ||||||||
Warrants | ||||||||
Convertible Preferred Stock Warrants | ||||||||
In March 2006, the Company entered into a $4.0 million loan and security agreement with a lender to provide capital to the Company. The loan balance was fully repaid in November 2009. As consideration for the loan and security agreement, the lender received warrants to purchase 26,332 shares of Series A preferred stock of Private Ocera at $8.35 per share. The warrants are immediately exercisable with seven-year terms expiring on April 24, 2013 and November 1, 2013. On April 24, 2013, warrants for the purchase of 13,166 shares of Series A preferred stock of Private Ocera expired. On July 15, 2013, warrants for the purchase of 13,166 shares of Series A preferred stock were converted into warrants to purchase common stock of the Company in connection with the Merger. On November 1, 2013, these warrants for the purchase of 13,166 shares of common stock expired. | ||||||||
Common Stock Warrants | ||||||||
The fair value of the March Warrants was determined to be $32,000 upon issuance. The fair value was recorded as a debt discount and amortized to interest expense using the effective interest method over the term of the March 2012 Notes. | ||||||||
The Company concluded that the March Warrants were a derivative instrument as a result of anti-dilution protection included within the instrument. The March Warrants were required to be recorded at fair value upon issuance and re-measured at each reporting period. The fair value of the warrant liability in the amount of $61,000 was recorded in the statement of operations and comprehensive loss. Upon the expiration of the anti-dilution protection in June 2012, the Company reclassified the fair value of $93,000 to additional paid-in capital. | ||||||||
The relative fair value of the October Warrants as of the date of issuance was determined to be $111,000, which was recorded as a debt discount and amortized to interest expense using the effective interest method over the term of the October 2012 Notes. | ||||||||
The Company accounts for the October Warrants based on their relative fair value as compared to the convertible notes payable and recorded them as equity on the date of issuance. Because the October Warrants meet the requirements for equity classification, the Company is not required to re-measure the fair value of the warrants subsequent to the date of issuance. | ||||||||
On July 15, 2013, warrants to purchase 19,243 shares of common stock of Tranzyme became warrants to purchase common stock of the Company in connection with the Merger. | ||||||||
On November 8, 2013, the Company closed on the a private placement pursuant to the Securities Purchase Agreement and sold an aggregate of 3,940,887 units (“Units”) for an aggregate purchase price of $28.0 million. Each Unit consisted of one share of common stock and warrants to acquire 0.20 shares of common stock at an exercise price of $7.663 per share. The Units consist of an aggregate of 3,940,887 shares of common stock and warrants exercisable for an aggregate of 788,177 shares of common stock. The warrants have a five year life and are treated as equity instruments. | ||||||||
The following table summarizes the outstanding common stock warrants and the corresponding exercise price as of December 31, 2013: | ||||||||
Number of Shares | Per-Share | |||||||
Outstanding at | Exercise | |||||||
Issuance Date | 31-Dec-13 | Price | Expiration | |||||
12/3/08 | 2,380 | 84 | 12/3/15 | |||||
9/30/10 | 3,240 | 160.44 | 4/6/15 | |||||
1/31/12 | 13,623 | 44.04 | 1/31/22 | |||||
3/30/12 | 26,292 | 0.67 | 3/30/19 | |||||
6/30/12 | 39,439 | 0.67 | 6/30/19 | |||||
10/1/12 | 65,731 | 0.67 | 10/1/19 | |||||
11/8/13 | 788,177 | 7.66 | 11/8/18 | |||||
Total | 938,882 |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Equity [Abstract] | ' | |||||
Stockholders' Equity (Deficit) | ' | |||||
Stockholders’ Equity (Deficit) | ||||||
Convertible Preferred Stock | ||||||
Pursuant to the Merger, Private Ocera’s convertible notes payable plus accrued interest were converted to Series C convertible preferred stock at a rate of $2.04858 per share. Immediately thereafter, all shares of Private Ocera’s Series A, Series B and Series C convertible preferred stock was converted into shares of Private Ocera's common stock on a share for share basis. All resultant Private Ocera common stock was exchanged for Tranzyme common stock at a rate of one Private Ocera share for 0.11969414 Tranzyme shares. | ||||||
The following summarizes our preferred stock balances at December 31, 2013 and December 31, 2012 (in thousands except share and per share amounts): | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Series A convertible preferred stock, $0.001 par value, | ||||||
no shares authorized, issued or outstanding at December 31, 2013 and 14,720,000 shares authorized, 1,735,565 shares issued and outstanding at December 31, 2012, respectively. Liquidation preference of $0 and $14,500 at December 31, 2013 and December 31, 2012, respectively. | — | 14,346 | ||||
Series B convertible preferred stock, $0.001 par value, | ||||||
no shares authorized, issued or outstanding at December 31, 2013 and 8,600,000 shares authorized, 1,029,369 shares issued and outstanding at December 31, 2012, respectively. Liquidation preference of $0 and $12,040 at December 31, 2013 and December 31, 2012, respectively. | — | 11,983 | ||||
Series C convertible preferred stock, par value $0.001, | ||||||
no shares authorized, issued or outstanding at December 31, 2013 and 17,350,000 shares authorized, 2,075,390 shares issued and outstanding at December 31, 2012, respectively. Liquidation preference of $0 and $35,521 at December 31, 2013 and December 31, 2012, respectively. | — | 35,414 | ||||
Common Stock | ||||||
In June 2005, the Company issued 574,531 shares of common stock at $0.009 per share to its founders in exchange for cash proceeds of $5,000. | ||||||
On July 15, 2013, Private Ocera completed the Merger with Tranzyme as discussed in Note 1. Immediately prior to the effective time of the Merger, the principal and interest under Private Ocera's outstanding convertible notes converted into shares of Series C Preferred Stock of Private Ocera, and, immediately thereafter, all outstanding preferred stock of Private Ocera converted into the common stock of Private Ocera. | ||||||
At the effective time of the Merger, each outstanding share of Private Ocera's common stock was converted into the right to receive approximately 0.11969414 shares of Tranzyme's common stock (the “Exchange Ratio”), with cash paid in lieu of any fractional shares. | ||||||
Pursuant to the Securities Purchase Agreement dated April 23, 2013, immediately following the consummation of the Merger, the combined company sold 3,317,796 shares of common stock for approximately $20.0 million of its Common Stock to the parties at a per share purchase price of $6.0264 (the "Financing"). Issuance costs of $26,000 were charged to Additional Paid-in Capital. | ||||||
On November 8, 2013, the Company closed on the a private placement pursuant to the Securities Purchase Agreement and sold an aggregate of 3,940,887 shares of common stock and warrants to purchase an additional 788,177 shares of Common Stock for an aggregate purchase price of $28.0 million. The warrants may be exercised at any time at an exercise price of $7.663 per share and have a five year life. The Company filed a registration statement on Form S-3 on December 6, 2013 to register these shares and warrants pursuant to a Registration Rights Agreement, which registration statement was declared effective on December 16, 2013. Issuance costs of $1.5 million were charged to Additional Paid-in Capital. | ||||||
Shares Reserved for Future Issuance | ||||||
The Company has reserved shares of its common stock for future issuance as of December 31, 2013 as follows: | ||||||
31-Dec-13 | ||||||
Stock options outstanding | 1,909,769 | |||||
Shares available for grant under stock option plans | 762,867 | |||||
Outstanding warrants | 938,882 | |||||
Total shares reserved for future issuance | 3,611,518 | |||||
Stock_Options
Stock Options | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stock Options | ' | |||||||||||||||
Stock Options | ||||||||||||||||
In 2005, the Company adopted the Ocera Therapeutics, Inc. 2005 Stock Plan (the "Plan"). At the effective time of the Merger, each outstanding stock option to purchase common stock of Private Ocera under the Plan not exercised immediately prior to the effective time of the Merger, whether or not vested, was assumed by the Company and became exercisable for shares of the registrant’s common stock in accordance with the terms of the Merger Agreement and the Company assumed the 2005 Plan. As of December 31, 2013, no options remain available for future grant under the 2005 Plan. | ||||||||||||||||
On July 15, 2013, in connection with the Merger, the Company assumed the existing Tranzyme 2011 Stock Option and Incentive Plan (the "2011 Plan"), which authorized the issuance of 302,328 shares of common stock under the plan. | ||||||||||||||||
On August 13, 2013, the Company’s board of directors approved an amendment to the 2011 Plan to increase the maximum number of shares that may be issued under the 2011 plan from 302,328 to 2,302,328 shares. In connection with this amendment, the Company’s board of directors authorized the grant of an aggregate of 1,454,200 common stock options to its employees. In addition, on August 30, 2013, the Company’s board of directors authorized the grant of an aggregate of 140,000 common stock options to non-employee members of the board of directors. The amendment to the 2011 Plan and the common stock option grants were subject to stockholder approval within twelve months from August 13, 2013. The amendment to the 2011 Plan was approved by stockholders on December 19, 2013. Given that the options were subject to shareholder approval of the increase to the plan, the Company concluded that the grant date for accounting purposes to be December 19, 2013, the date of shareholder approval of the increase in maximum number of shares that may be issued under the plan. | ||||||||||||||||
As of December 31, 2013, a total of 762,867 shares of common stock remained available for issue under the 2011 Plan. A summary of the Company's stock option activity under the 2005 Plan and 2011 Plan and related information are as follows: | ||||||||||||||||
Weighted-avg | ||||||||||||||||
Shares | Weighted-avg | Remaining | Aggregate | |||||||||||||
Available | Stock Options | Exercise Price | Contractual | Intrinsic | ||||||||||||
for Grant | Outstanding | Per Share | Life (in Years) | Value | ||||||||||||
(in thousands) | ||||||||||||||||
Balance at December 31, 2012 | 39,226 | 692,709 | $ | 1.42 | 6.13 | $ | 368 | |||||||||
Adjustment to authorized shares upon assumption of the 2011 Plan | 33,185 | — | ||||||||||||||
Stock options assumed in merger | (217,115 | ) | 217,115 | $ | 44.52 | |||||||||||
Additional shares authorized | 2,000,000 | — | ||||||||||||||
Stock options granted | (1,414,650 | ) | 1,414,650 | $ | 7.75 | |||||||||||
Stock options exercised | — | (88,465 | ) | $ | 0.92 | |||||||||||
Stock options cancelled | 322,221 | (326,240 | ) | $ | 14.68 | |||||||||||
Balance at December 31, 2013 | 762,867 | 1,909,769 | $ | 8.77 | 8.58 | $ | 11,818 | |||||||||
At December 31, 2013: | ||||||||||||||||
Vested and expected to vest | 1,743,061 | $ | 8.87 | 8.47 | $ | 10,942 | ||||||||||
Exercisable | 510,119 | $ | 11.56 | 5.68 | $ | 4,476 | ||||||||||
The Company’s stock options generally vest over one to four years and have a ten-year term. Stock options issued under the 2005 Stock Plan are exercisable in advance of becoming vested. Any unvested shares obtained from the early exercise of stock options are subject to repurchase by the Company, at its option, in the event of termination or separation of services at the original exercise price. Stock options assumed in the Merger were fully vested on the date of Merger. As of December 31, 2013 and 2012, options for 510,119 and 692,709 were exercisable, 505,445 and 620,147 were vested, and no shares were subject to repurchase, respectively. | ||||||||||||||||
At December 31, 2013 and 2012, the intrinsic values of outstanding, vested and expected to vest and exercisable options were determined by multiplying the number of shares by the difference between the exercise price of the options and the fair value of the common stock. | ||||||||||||||||
Stock Based Compensation | ||||||||||||||||
The Company's results of operations for the years ended December 31, 2013 and 2012 included stock-based compensation expense of $0.5 million and $0.2 million, respectively. Since December 20, 2004 (inception) to December 31, 2013, the Company has incurred $1.4 million of stock based compensation expense. | ||||||||||||||||
The Company recognized stock based compensation expense as follows (in thousands): | ||||||||||||||||
Twelve Months Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Research and development | $ | 68 | $ | 27 | ||||||||||||
General and administrative | 439 | 127 | ||||||||||||||
Total | $ | 507 | $ | 154 | ||||||||||||
Stock Option Valuation Assumptions | ||||||||||||||||
The following table summarizes the average estimates the Company used in the Black-Scholes option-pricing model for the years ended December 31, 2013 and 2012, and for the period from December 20, 2004 (inception) to December 31, 2013, to determine the fair value of stock options granted during each period. | ||||||||||||||||
Period From | ||||||||||||||||
31-Dec-04 | ||||||||||||||||
(Inception) to | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | 31-Dec-13 | ||||||||||||||
Risk-free interest rates | 0.06% - 2.02% | 0.95% - 1.11% | 0.06% - 2.02% | |||||||||||||
Expected life in years | 0.25 - 6.08 | 6.25 | 0.25 - 6.25 | |||||||||||||
Expected dividend yield | — | — | — | |||||||||||||
Expected volatility | 52% - 100% | 92% - 109% | 52% - 109% | |||||||||||||
The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. | ||||||||||||||||
Expected Term-The expected term of stock options represents the weighted‑average period the stock options are expected to be outstanding. The Company has opted to use the simplified method for estimating the expected term as provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average time-to-vesting and the contractual life of the options. The Company's expected term for employee stock options is generally estimated to be 6.08 and 6.25 years. | ||||||||||||||||
Expected Volatility-The expected stock price volatility assumption was determined by examining the historical volatilities of a group of industry peers. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company's common stock becomes available. | ||||||||||||||||
Risk-Free Interest Rate-The risk-free rate assumption is based on the U.S. Treasury instruments the terms of which were consistent with the expected term of the Company's stock options. | ||||||||||||||||
Expected Dividend-The expected dividend assumption is based on the Company's history and expectation of dividend payouts. | ||||||||||||||||
Forfeiture Rate-ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience. | ||||||||||||||||
The Company may elect to use different assumptions under the Black-Scholes option-pricing model in the future. Future expense amounts for any particular period could be affected by changes in the Company's assumptions. Authoritative literature provides that it is reasonable for a company to continue to use the simplified method of determining the expected option term when a company has insufficient historical exercise data to provide a reasonable basis to estimate the expected option term. The Company expects to continue to use the simplified method for determining its expected employee option term because there is a limited amount of historical exercise data from which to form a reasonable basis to estimate the expected term of the Company's stock options. The Company's expected term for employee stock options is estimated to be 6.08 years in 2013 and 6.25 years in 2012. During the years ended December 31, 2013 and 2012, the fair value of stock options granted were $15.8 million and $0.1 million, respectively. As of December 31, 2013, the Company had $15.6 million of unrecognized stock-based compensation costs which is expected to be recognized over a weighted average period of 3.97 years. | ||||||||||||||||
The Company records equity instruments issued to nonemployees as expense at their fair value over the related service period and the Company periodically revalues them each reporting period over the vesting term. | ||||||||||||||||
Prior to the Merger, the fair value of the Company's common stock has been determined contemporaneously by the Company's board of directors on the date of grant. At the time of the issuances of stock options, the Company believed its estimates of the fair value of its common stock were reasonable and consistent with methods outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, and the Company's understanding of how similarly situated companies in its industry were valued. In February 2013, the Company commenced a process to potentially merge with a public company. In connection with the preparation of the financial statements for fiscal years 2012 and 2011, and in contemplation of a potential merger with a public company, the Company reassessed the estimated fair value of its common stock for financial reporting purposes. The reassessment included both the determination of the appropriate valuation models and related inputs. The reassessed fair value of the Company's common stock as of December 31, 2011, was estimated to be $1.42 per share, an increase of $0.75 per share from the $0.67 and as of December 31, 2012, was estimated to be $1.84 per share, an increase of $1.17 per share from the $0.67 determined in good faith by the Company's board of directors. Given the anticipated timing of a liquidity event, the Company utilized the option pricing method in 2011 and for each of the interim periods as of March 31, June 30, and September 30, 2012, and a hybrid method at December 31, 2012, which incorporates the use of both the option pricing method and the current value method. The current value method reflects a potential liquidity event associated with a merger with a public company. | ||||||||||||||||
In June 2012, the Company issued 61,653 shares of common stock options to an executive. One-half of the stock options vest monthly over a one year period from the vesting commencement date. The remainder of the stock options are performance based and would vest upon the closing of certain strategic or financing transactions. In April 2013, the terms of the stock option agreement were modified to further define the meaning of strategic or financing transactions such as the Merger Agreement. On July 15, 2013 as a result of the Merger, the performance based portion of the stock option vested and $0.2 million of stock compensation expense was recorded for the year ended December 31, 2013. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | |||||||||||
No provision for federal or state income taxes has been recorded, as the Company has incurred cumulative net operating losses since inception. A reconciliation of the loss from continuing operations at the federal statutory tax rate of 34% to the Company's effective income tax rate is as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | ||||||||||
Loss from continuing operations | $ | (15,489 | ) | $ | (3,608 | ) | |||||
Income tax (benefit) at statutory rate | (5,267 | ) | (1,227 | ) | |||||||
State income tax, net of federal benefit | (225 | ) | (282 | ) | |||||||
Permanent items | 516 | 238 | |||||||||
Refinement of §382 limitation | (23,816 | ) | — | ||||||||
Unrecognized tax benefits | 1,840 | — | |||||||||
Change in valuation allowance | 26,549 | 1,315 | |||||||||
Other | 403 | (44 | ) | ||||||||
Tax expense | $ | — | $ | — | |||||||
As a result of a Section 382 analysis completed during 2013, the Company has included in the deferred tax asset schedule the deferred tax assets for net operating losses and tax credits which were previously removed from the deferred tax asset schedule. The resulting deferred tax benefit upon the inclusion of these net operating losses and tax credits are reflected above as a refinement of the Section 382 limitation. The benefit was completely offset by an increase in the valuation allowance. | |||||||||||
Components of the Company's deferred tax assets and liabilities for federal income tax purposes are as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | $ | 25,967 | $ | — | |||||||
Research and development credits | 2,760 | — | |||||||||
Compensation accruals | 37 | 49 | |||||||||
Equity compensation | 531 | 40 | |||||||||
Fixed assets | — | 6 | |||||||||
Other | — | 4 | |||||||||
Gross deferred tax assets | 29,295 | 99 | |||||||||
Valuation allowance | (29,228 | ) | (99 | ) | |||||||
Net deferred tax assets | 67 | — | |||||||||
Deferred tax liabilities: | |||||||||||
Fixed assets | (17 | ) | — | ||||||||
Intangible assets | (50 | ) | — | ||||||||
Deferred tax liabilities | (67 | ) | — | ||||||||
Net deferred tax asset/(liability) | $ | — | $ | — | |||||||
Management of the Company has evaluated the evidence bearing upon the realizability of its deferred tax assets including the Company's history of operating losses and has concluded that it is not more likely than not that the Company will realize the benefit of its deferred tax assets. Accordingly, the deferred tax assets have been fully reserved at December 31, 2013 and 2012. | |||||||||||
Pursuant to Internal Revenue Code (IRC) Sections 382 and 383, annual use of the Company’s net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. As of December 31, 2013, the Company has $75.4 million of U.S. federal net operating loss (NOL) carryforwards and $3.1 million of U.S. federal research and development carryforwards available for use, all of which are fully reserved and will begin to expire in 2019 unless utilized. As a result of the Section 382 analysis completed during 2013, the Company has included in the deferred tax asset schedule the deferred tax assets for federal net operating losses of $59.8 million and federal tax credits of $2.9 million which were previously removed from the deferred tax asset schedule. There was a corresponding increase in the valuation allowance as a result. | |||||||||||
As of December 31, 2013, the Company has North Carolina net economic loss carryforwards of approximately $15.6 million, which will begin to expire in 2017 unless utilized. As of December 31, 2013, the Company has California state net operating loss carryforwards of approximately $63 million, which will begin to expire in 2014, and $2.2 million of California research and development carryforwards that do not expire. As a result of the Section 382 analysis completed during 2013, the Company has included in the deferred tax asset schedule the deferred tax assets for California net operating losses of $59.3 million and California tax credits of $2.2 million which were previously removed from the deferred tax asset schedule. There was a corresponding increase in the valuation allowance as a result. | |||||||||||
Additional limitations as to the ability to use net operating loss or tax credit carryforwards may arise if the Company experiences an ownership change in subsequent years. | |||||||||||
The Company adopted accounting guidance related to accounting for uncertainty in income taxes on January 1, 2007, which prescribes a recognition threshold and measurement attribute criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2013, the Company had $1.8 million of unrecognized tax benefits. A reconciliation of the current year changes to the Company’s unrecognized tax benefits is as follows (in thousands): | |||||||||||
Unrecognized tax benefits as of December 31, 2012 | $ | — | |||||||||
Increases in prior period positions | 1,761 | ||||||||||
Increases in current period positions | 79 | ||||||||||
Unrecognized tax benefits as of December 31, 2013 | $ | 1,840 | |||||||||
As of December 31, 2013, no unrecognized tax benefits are included in the balance sheet that would, if recognized, affect the Company's effective tax rate due to the valuation allowance that currently offsets deferred tax assets. The Company does not anticipate the total amount of unrecognized income tax benefits will significantly increase or decrease in the next 12 months. | |||||||||||
The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. The Company determined that no accrual for interest and penalties was required as of December 31, 2013. | |||||||||||
The statute of limitations for assessment by the Internal Revenue Service (IRS) and state tax authorities is open for tax years ended December 31, 2010 through 2013, although carryforward attributes that were generated prior to tax year 2010 may still be adjusted upon examination by the IRS or state tax authorities if they either have been or will be used in a future period. There are currently no federal or state audits in progress. |
Retirement_Savings_Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Retirement Savings Plan | ' |
Retirement Savings Plan | |
The Company provides a qualified 401(k) savings plan for its U.S. employees. All employees are eligible to participate, provided they meet the requirements of the plan. Beginning with the Merger, the Company provides a contribution on the first 3% of an employee's salary subject to statutory limitations as proscribed by law. For the years ended December 31, 2013, the Company recorded $58,000 of expense for 401(k) contributions. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
From time to time, the Company may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of our business. Any of these claims could subject the Company to costly legal expenses and, while the Company generally believes that it has adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on the Company's consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business. The Company is currently not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our consolidated results of operations or financial position. | ||||
Leases | ||||
In October 2013, the Company entered into an agreement to lease office space located at 525 University Avenue, Palo Alto, California for the period October 10, 2013 through May 31, 2015. These premises will serve as the Company's corporate headquarters. | ||||
Upon the Merger, the Company obtained office space located at 5001 South Miami Boulevard, Durham, North Carolina under a lease that will terminate on January 31, 2015. The Company has an option to renew the lease term for an additional 12 months at the prevailing rental rate at the end of the term and the right of first offer on additional space located on the property's third floor. | ||||
In March 2006, the Company entered into agreements to lease its San Diego facilities and certain equipment under non-cancellable operating leases. In March 2008, the Company amended its facility lease to include additional square footage. The initial term of the facility lease was four years. In October 2009, the Company extended the term of the facility lease for 39 months. The amended lease provided an option to extend the lease for one three-year period. In 2013, the Company extended the term of the facility lease through January 2014. | ||||
Provisions of these facilities leases generally provide for abatement of rent during certain periods and escalating rent payments during the original and extended lease terms. Rent expense is being recorded on a straight-line basis over the life of the lease. | ||||
Rent expense was $0.3 million, $0.1 million, and $1.4 million for the years ended December 31, 2013 and 2012, and for the period from December 20, 2004 (inception) to December 31, 2013, respectively. The following is a schedule of non-cancellable future minimum lease payments for operating leases at December 31, 2013 (in thousands): | ||||
December 31, 2013 | ||||
2014 | $ | 225 | ||
2015 | 38 | |||
Thereafter | — | |||
Total | $ | 263 | ||
Other Commitments | ||||
In the normal course of business, we enter into various firm purchase commitments related to active pharmaceutical ingredients, clinical studies and research studies. As of December 31, 2013, these commitments were approximately $0.8 million. |
Summary_of_Operations_by_Quart
Summary of Operations by Quarter (Unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Summary of Operations by Quarter (Unaudited) | ' | |||||||||||||||
Summary of Operations by Quarter (Unaudited) | ||||||||||||||||
2013 | ||||||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||||||
Revenue | $ | — | $ | — | $ | 33 | $ | 52 | ||||||||
Operating expenses | $ | 640 | $ | 2,017 | $ | 6,089 | $ | 6,668 | ||||||||
Net loss from continuing operations | $ | (731 | ) | $ | (2,087 | ) | $ | (6,065 | ) | $ | (6,606 | ) | ||||
Net loss | $ | (731 | ) | $ | (2,087 | ) | $ | (7,402 | ) | $ | (7,294 | ) | ||||
Net loss per share from continuing operations—basic and diluted | $ | (1.15 | ) | $ | (3.24 | ) | $ | (0.63 | ) | $ | (0.48 | ) | ||||
Net loss per share—basic and diluted | $ | (1.15 | ) | $ | (3.24 | ) | $ | (0.77 | ) | $ | (0.54 | ) | ||||
Shares used to compute net loss per share—basic and diluted | 637,221 | 643,674 | 9,669,825 | 13,632,204 | ||||||||||||
2012 | ||||||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||||||
Revenue | $ | — | $ | — | $ | — | $ | — | ||||||||
Operating expenses | $ | 1,060 | $ | 903 | $ | 778 | $ | 640 | ||||||||
Net loss from continuing operations | $ | (1,053 | ) | $ | (1,009 | ) | $ | (820 | ) | $ | (726 | ) | ||||
Net loss | $ | (1,053 | ) | $ | (1,009 | ) | $ | (820 | ) | $ | (726 | ) | ||||
Net loss per share from continuing operations—basic and diluted | $ | (1.68 | ) | $ | (1.61 | ) | $ | (1.31 | ) | $ | (1.16 | ) | ||||
Net loss per share—basic and diluted | $ | (1.68 | ) | $ | (1.61 | ) | $ | (1.31 | ) | $ | (1.16 | ) | ||||
Shares used to compute net loss per share—basic and diluted | 626,593 | 626,593 | 626,593 | 626,593 | ||||||||||||
Because of the method used in calculating per share data, the quarterly per share data will not necessarily add to the per share data as computed for the year. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Use of Estimates | ' | |
Use of Estimates | ||
The preparation of financial statements in conformity with generally accepted accounting principles in the United States ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. | ||
Principles of Consolidation | ' | |
Principles of Consolidation | ||
The consolidated financial statements include the accounts of Ocera Therapeutics, Inc., and its subsidiary, Ocera Subsidiary, Inc. All significant intercompany balances and transactions have been eliminated. All amounts included in these notes to consolidated financial statements are reported in U.S. dollars, unless otherwise indicated. | ||
Business Combinations | ' | |
Business Combinations | ||
The Company accounted for the Merger as a reverse merger under the acquisition method of accounting. The consideration paid to acquire Tranzyme was measured at fair value and included the exchange of our common stock and assumption of vested stock options. This allocation of the purchase price resulted in recognition of intangible assets related to customer relationships and developed technology and goodwill. The allocation of purchase price requires the Company to make significant estimates and assumptions. The key assumptions in determining the fair value of intangible assets were the discount rate and the probability assigned to the milestone or royalty being achieved in the future. | ||
Discontinued Operations | ' | |
Discontinued Operations | ||
On September 11, 2013, the Board of Directors approved a restructuring plan related to the operations of its Sherbrooke, Quebec facility whereby the Company closed the operations of the facility effective as of November 11, 2013. On December 13, 2013, the Company entered into a Technology Transfer and License Agreement to sell the Company’s MATCH discovery platform and license the related intellectual property rights. The Company concluded that since the Sherbrooke, Quebec operations and MATCH discovery platform comprise a component with distinct operations and cash flows that will be eliminated from ongoing operations and the Company will not have significant involvement after the disposal, this component will be accounted for as discontinued operations. The results of operations of the components to be disposed of and related restructuring costs have been classified as net loss from discontinued operations from their acquisition on July 15, 2013 through December 31, 2013. The assets and liabilities of Tranzyme Pharma Inc. have been classified as assets and liabilities, respectively, of discontinued operations. Unless noted otherwise, discussion in these notes to the financial statements pertain to our continuing operations. | ||
Segment Reporting | ' | |
Segment Reporting | ||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents | ||
Cash and cash equivalents are stated at cost, which approximates fair value. The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include money market funds and various deposit accounts. | ||
Concentration of Credit Risk | ' | |
Concentration of Credit Risk | ||
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents and securities available-for-sale. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Additionally, the Company has established guidelines regarding diversification of its investments and their maturities, which are designed to maintain safety and liquidity. | ||
Investments | ' | |
Investments | ||
The Company invests in marketable securities, primarily money market funds, commercial paper and U.S. and foreign corporate debt securities. The Company considers all investments with a maturity date greater than three months and less than one year at each balance sheet date to be short-term investments. Those investments with a maturity date greater than one year at each balance sheet date are considered to be long-term investments. As of December 31, 2013 and 2012, all investments in marketable securities were classified as available-for-sale. These securities are carried at estimated fair value with unrealized gains and losses included in stockholders' equity / (deficit). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income. | ||
Fair Value of Financial Instruments | ' | |
Fair Value of Financial Instruments | ||
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company uses the market approach valuation technique for fair value measurements on a recurring basis and attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. All of our cash equivalents and short-term investments are measured using inputs classified at Level 1 or Level 2 within the fair value hierarchy. Level 1 inputs are quoted prices in active markets for identical assets. Level 2 inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to, benchmark yields, interest rate curves, reported trades, broker/dealer quotes and market reference data. The carrying amounts of the Company's financial instruments, including cash equivalents, accounts payable and accrued liabilities, approximate fair value due to their short maturities. The Company believes the fair value of convertible notes payable approximates its carrying value. On the Merger date, the convertible notes payable were converted to Series C convertible preferred stock and immediately thereafter, converted to common stock. The preferred stock warrant liability represents its estimated fair value. | ||
Debt Issuance Costs, Net | ' | |
Debt Issuance Costs, Net | ||
Debt issuance costs, net, represent legal and other direct costs related to the Company's convertible promissory notes. These costs are recorded as an asset on the accompanying balance sheets and are being amortized to interest expense utilizing the effective interest method through the earliest date at which the Company can be required to repay the notes. | ||
Property and Equipment | ' | |
Property and Equipment | ||
Property and equipment, including leasehold improvements, are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets or the shorter of the lease term or the estimated useful life for leasehold improvements. Useful lives generally range from three to five years. | ||
Intangible Assets and Goodwill | ' | |
Intangible Assets and Goodwill | ||
The Company recorded intangible assets and goodwill upon the Merger. Acquired intangible assets are amortized on a straight-line basis over the remaining estimated economic life of 2.5 to 5 years. The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Recoverability of an asset is measured by comparing its carrying amount to the expected future undiscounted cash flows that the asset group is expected to generate. If it is determined that the carrying amount is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset exceeds its fair value. The Company recorded an impairment loss of $3.1 million in the year ended December 31, 2013 due to the termination of work by Bristol-Myers Squibb on macrocyclic compounds under the collaboration agreement. | ||
The Company performs an annual qualitative assessment of its goodwill to determine if any events or circumstances exist, such as an adverse change in business climate or adverse developmental or regulatory results of OCR-002, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required. The determination of fair value requires significant judgment and estimates. For the purpose of impairment testing, the Company has determined that it has two reporting units, continuing operations and discontinued operations. There has been no impairment of goodwill for any periods presented. | ||
Revenue Recognition | ' | |
Revenue Recognition | ||
During 2013, we recognized revenues from the delivery of collaborative research services and from royalties. Collaboration research revenue is disclosed as discontinued operations in the company’s Consolidated Statements of Operation and Comprehensive Loss for all periods presented. For each source of revenue, we apply revenue recognition criteria in the following manner: | ||
The Company recognizes royalty as revenue when earned. At the end of each accounting period, estimates of royalty amounts due are made based on estimated sales information from the customers. | ||
Multiple element arrangements such as a collaboration agreements which may include an upfront license and ongoing services are analyzed to determine whether the deliverables within the agreement can be separated or whether they must be accounted for as a single unit of accounting. Deliverables under the agreement will be accounted for as separate units of accounting provided that (i) a delivered item has value to the customer on a stand-alone basis; and (ii) if the agreement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. The allocation of consideration amongst the deliverables under the agreement is derived using a "best estimate of selling price" if vendor specific objective evidence and third-party evidence of fair value is not available. If the delivered element does not have stand-alone value, the arrangement is then accounted for as a single unit of accounting, and the Company will recognize the consideration received under the arrangement as revenue on a straight-line basis over the estimated period of performance. | ||
Research and Development Expenses | ' | |
Research and Development Expenses | ||
Research and development costs are expensed as incurred and primarily consist of costs associated with external research and development expenses incurred under agreements with (i) third-party investigative sites, where a substantial portion of our preclinical studies and all of our clinical trials are conducted, (ii) third-party manufacturing organizations, where a substantial portion of our preclinical supplies and all of our clinical supplies are produced, and (iii) consultants; employee-related expenses, which include salaries and benefits; and facilities, depreciation and amortization and other allocated expenses, which include direct and allocated expenses for rent and maintenance of facilities, depreciation of leasehold improvements and equipment and laboratory and other supplies. | ||
Clinical Trial Accruals | ' | |
Clinical Trial Accruals | ||
As part of the process of preparing financial statements, the Company estimates its accrued expenses. This process involves identifying services that have been performed and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual cost. The Company's clinical trial accruals are based on estimates of patient enrollment and related costs at clinical investigator sites as well as estimates for the services received and efforts expended pursuant to contracts with multiple research institutions and clinical research organizations that conduct and manage clinical trials on the Company's behalf. The Company accrues expenses related to clinical trials based on contracted amounts applied to the level of patient enrollment and activity according to the protocol. If timelines or contracts are modified based upon changes in the clinical trial protocol or scope of work to be performed, the Company modifies the estimates of accrued expenses accordingly. To date, the Company has had no significant adjustments to accrued clinical trial expenses. Examples of estimated accrued expenses include: | ||
• | fees paid to investigative sites in connection with clinical trials; | |
• | fees paid to contract manufacturers in connection with the production of clinical trial materials; and | |
• | professional service fees. | |
The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. | ||
Preferred Stock Warrant Liability | ' | |
Preferred Stock Warrant Liability | ||
Certain warrants to purchase the Company’s capital stock have historically been classified as liabilities and are recorded at estimated fair value. At each reporting period, any change in fair value of the freestanding warrants is recorded as other (expense) income. As a result of the Merger, the fair value of the preferred stock warrant liability was reclassified to additional paid in capital upon the conversion of warrants to purchase preferred stock into warrants to purchase common stock. | ||
Stock-Based Compensation | ' | |
Stock-Based Compensation | ||
Stock-based compensation is recognized as an expense in the financial statements based on the grant date fair value. For awards that vest based on service conditions, the Company uses the straight-line method to allocate compensation expense to reporting periods. For performance-based stock options, the Company begins to recognize the expense when it is deemed probable that the performance-based goal will be met. The Company evaluates the probability of achieving performance-based goals at each reporting date. Stock-based compensation expense is based on awards ultimately expected to vest, and therefore the recorded expense includes an estimate of future forfeitures. Forfeitures are to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates the fair value of stock options and stock purchase rights using a Black-Scholes option pricing model which requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The Company has opted to use the simplified method for estimating the expected term as provided by the Securities and Exchange Commission. The simplified method calculates the expected term as the average time-to-vesting and the contractual life of the options. The expected stock price volatility assumption was determined by examining the historical volatilities of a group of industry peers. | ||
Prior to the Merger, the Company granted stock options to purchase common stock to employees and directors with exercise prices equal to the value of the underlying stock, as determined by the board of directors on the date the equity award was granted. The board of directors determined the fair value of the underlying common stock by considering a number of factors, including historical and projected financial results, the risks the Company faced at the time, the preferences of the Company’s preferred stockholders and the lack of liquidity of the Company’s common stock. | ||
Income Taxes | ' | |
Income Taxes | ||
The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Under ASC 740, deferred tax assets and liabilities reflect the future tax consequences of the differences between the financial reporting and tax basis of assets and liabilities using current enacted tax rates and include the effects of tax operating loss and tax credit carryforwards. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. | ||
The Company’s policy related to accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attributed criteria for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. | ||
Net Loss Per Share | ' | |
Net Loss Per Share | ||
Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include convertible preferred stock, warrants, convertible notes payable and outstanding stock options under the stock option plan have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding. All share and per share amounts for all periods presented in the following table have been adjusted retroactively to reflect the exchange for Tranzyme shares as of the date of the Merger. | ||
Recent Accounting Pronouncements | ' | |
Recent Accounting Pronouncements | ||
Occasionally, new accounting standards are issued or proposed by the Financial Accounting Standards Board (the "FASB"), or other standards-setting bodies that the Company adopts by the effective date specified within the standard. Unless otherwise discussed, standards that do not require adoption until a future date are not expected to have a material impact on the Company's financial statements upon adoption. | ||
In February 2013, the FASB issued a final rule related to the reporting of amounts reclassified out of accumulated | ||
other comprehensive income that requires entities to report, either on their income statement or in a footnote to their financial statements, the effects on earnings from items that are reclassified out of other comprehensive income. The new accounting rule was effective for the Company in the first quarter of 2013. The adoption of the new accounting rule did not have a material effect on the Company's financial condition, results of operations or cash flows. The Company chose to present the total of comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement of operations and comprehensive income. | ||
In July 2013, the FASB issued Accounting Standards Update, or ASU, No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with an option for early adoption. The Company intends to adopt this guidance at the beginning of our first quarter of fiscal year 2014, and does not expect the adoption of this standard will have a material impact on its financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||
The following table presents the computation of net loss per share (in thousands, except share and per share data): | ||||||||
Years ended December 31, | ||||||||
2013 | 2012 | |||||||
Numerator | ||||||||
Net loss from continuing operations | $ | (15,489 | ) | $ | (3,608 | ) | ||
Net loss from discontinued operations | (2,025 | ) | — | |||||
Net loss | $ | (17,514 | ) | $ | (3,608 | ) | ||
Denominator | ||||||||
Weighted average common shares outstanding used to compute net loss per share, basic and diluted | 6,145,731 | 626,593 | ||||||
Net loss per share of common stock, basic and diluted: | ||||||||
Net loss per share from continuing operations | $ | (2.52 | ) | $ | (5.76 | ) | ||
Net loss per share from discontinued operations | (0.33 | ) | — | |||||
Net loss per share | $ | (2.85 | ) | $ | (5.76 | ) | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | |||||||
Potentially dilutive securities are not included in the calculation of dilutive net loss per share because to do so would be anti-dilutive are as follows (in common equivalent shares on a weighted-average basis): | ||||||||
Years ended December 31, | ||||||||
2013 | 2012 | |||||||
Convertible preferred stock | 2,604,305 | 4,840,324 | ||||||
Convertible preferred stock warrants | 11,243 | 26,332 | ||||||
Common stock warrants | 259,908 | 56,124 | ||||||
Common stock options | 624,511 | 675,201 | ||||||
Total | 3,499,967 | 5,597,981 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Assets and liabilities measured at fair value on a recurring basis | ' | |||||||||||||||
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 are as follows (in thousands): | ||||||||||||||||
Balance as of | Quoted Prices | Significant | Significant | |||||||||||||
December 31, | in Active | Other | Unobservable | |||||||||||||
2013 | Markets for | Observable | Inputs | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 5,774 | $ | 5,774 | $ | — | $ | — | ||||||||
Commercial paper | 15,246 | — | 15,246 | — | ||||||||||||
Corporate debt securities | 20,884 | — | 20,884 | — | ||||||||||||
Total assets | $ | 41,904 | $ | 5,774 | $ | 36,130 | $ | — | ||||||||
Assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 are as follows (in thousands): | ||||||||||||||||
Balance as of | Quoted Prices | Significant | Significant | |||||||||||||
December 31, | in Active | Other | Unobservable | |||||||||||||
2012 | Markets for | Observable | Inputs | |||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||||
(Level 1) | (Level 2) | |||||||||||||||
Assets: | ||||||||||||||||
Money market funds | $ | 1,437 | $ | 1,437 | $ | — | $ | — | ||||||||
Total assets | $ | 1,437 | $ | 1,437 | $ | — | $ | — | ||||||||
Liabilities: | ||||||||||||||||
Preferred stock warrant liability (1) | $ | 16 | $ | — | $ | — | $ | 16 | ||||||||
Total liabilities | $ | 16 | $ | — | $ | — | $ | 16 | ||||||||
(1) The Company estimated fair value of its preferred stock warrant liability at issuance and adjusts the carrying value | ||||||||||||||||
each reporting period utilizing the Black-Scholes option-pricing model based on the following significant unobservable inputs: risk-free rate of 0.08%; expected dividend rates of 0%; remaining expected life of the warrants of 0.3 years; expected volatility of 79% of the fair value of the underlying preferred stock. | ||||||||||||||||
Schedule of change in fair value of level 3 liabilities | ' | |||||||||||||||
The following table provides the change in the fair value of Level 3 liabilities for the twelve months ended December 31, 2013 (in thousands): | ||||||||||||||||
Convertible | ||||||||||||||||
Preferred Stock | ||||||||||||||||
Warrant Liability | ||||||||||||||||
Balance at December 31, 2012 | $ | 16 | ||||||||||||||
Change in fair value of warrant liability | (15 | ) | ||||||||||||||
Conversion of preferred stock warrants into common stock warrants | (1 | ) | ||||||||||||||
Balance at December 31, 2013 | $ | — | ||||||||||||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Balance Sheet Components [Abstract] | ' | ||||||||||||||||||
Summary of available for sale investments | ' | ||||||||||||||||||
The following table summarizes the Company's available for sale investments as of December 31, 2013 (in thousands). | |||||||||||||||||||
Maturity (in Years) | Amortized Cost | Unrealized Gains | Unrealized Losses | Estimated Fair Value | |||||||||||||||
Short-term investments: | |||||||||||||||||||
Commercial paper | 1 or less | 15,232 | 14 | — | 15,246 | ||||||||||||||
Corporate debt securities | 1 or less | 14,930 | — | (9 | ) | 14,921 | |||||||||||||
Total | 30,162 | 14 | (9 | ) | 30,167 | ||||||||||||||
Long-term investments: | |||||||||||||||||||
Corporate debt securities | More than 1 | 1,514 | — | (1 | ) | 1,513 | |||||||||||||
Total | 1,514 | — | (1 | ) | 1,513 | ||||||||||||||
Total investments | $ | 31,676 | $ | 14 | $ | (10 | ) | $ | 31,680 | ||||||||||
Summary of contractual maturities of debt investment securities | ' | ||||||||||||||||||
The following table summarizes contractual maturities of short-term and long-term debt investment securities at December 31, 2013 (in thousands): | |||||||||||||||||||
Under 1 Year | 1 to 2 Years | Total | |||||||||||||||||
Commercial paper | $ | 15,246 | $ | — | $ | 15,246 | |||||||||||||
Corporate debt securities | 14,921 | 1,513 | 16,434 | ||||||||||||||||
$ | 30,167 | $ | 1,513 | $ | 31,680 | ||||||||||||||
Property and equipment components | ' | ||||||||||||||||||
Property and equipment consisted of (in thousands): | |||||||||||||||||||
Useful Life | December 31, | ||||||||||||||||||
(in years) | 2013 | 2012 | |||||||||||||||||
Computer equipment and software | 1.5 to 3 years | $ | 40 | $ | 135 | ||||||||||||||
Office furniture and equipment | 5 years | 43 | 128 | ||||||||||||||||
Leasehold improvements | 4 years | — | 69 | ||||||||||||||||
83 | 332 | ||||||||||||||||||
Less accumulated depreciation | (24 | ) | (325 | ) | |||||||||||||||
$ | 59 | $ | 7 | ||||||||||||||||
Net book value of acquired intangible assets | ' | ||||||||||||||||||
The net book value of acquired intangible assets as of December 31, 2013 were as follows (in thousands): | |||||||||||||||||||
Customer | |||||||||||||||||||
Agreements | |||||||||||||||||||
Balance at December 31, 2012 | $ | — | |||||||||||||||||
Acquired in merger with Tranzyme (Note 5) | 3,700 | ||||||||||||||||||
Amortization expense | (295 | ) | |||||||||||||||||
Impairment of intangible asset | (3,070 | ) | |||||||||||||||||
Balance at December 31, 2013 | $ | 335 | |||||||||||||||||
Weighted average life (in years) | 2 | ||||||||||||||||||
Schedule of goodwill | ' | ||||||||||||||||||
Goodwill as of December 31, 2013 was as follows (in thousands): | |||||||||||||||||||
Goodwill | |||||||||||||||||||
Balance at December 31, 2012 | $ | — | |||||||||||||||||
Acquired in Merger with Tranzyme (Note 5) | 1,054 | ||||||||||||||||||
Reclassified to discontinued operations (Note 6) | (459 | ) | |||||||||||||||||
Balance at December 31, 2013 | $ | 595 | |||||||||||||||||
Schedule of accrued liabilities | ' | ||||||||||||||||||
Accrued liabilities were as follows (in thousands): | |||||||||||||||||||
December 31, | |||||||||||||||||||
2013 | 2012 | ||||||||||||||||||
Accrued compensation | $ | 1,093 | $ | 123 | |||||||||||||||
Accrued interest | — | 92 | |||||||||||||||||
Accrued clinical trials | 417 | 10 | |||||||||||||||||
Accrued manufacturing expense | — | 31 | |||||||||||||||||
Other accrued liabilities | 392 | 24 | |||||||||||||||||
$ | 1,902 | $ | 280 | ||||||||||||||||
Merger_with_Tranzyme_Tables
Merger with Tranzyme (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Business Combinations [Abstract] | ' | |||||||||||
Purchase price | ' | |||||||||||
The purchase price for Tranzyme is as follows (in thousands): | ||||||||||||
Fair value of Tranzyme shares outstanding | $ | 13,249 | ||||||||||
Fair value of vested Tranzyme stock options | 275 | |||||||||||
Purchase Price | $ | 13,524 | ||||||||||
Summary of the preliminary adjusted allocation of the purchase price | ' | |||||||||||
The following table summarizes the preliminary determination of the purchase price to the assets acquired and liabilities assumed (in thousands): | ||||||||||||
Purchase Price | ||||||||||||
Cash and cash equivalents | $ | 7,464 | ||||||||||
Accounts and investment tax credits receivable, net | 636 | |||||||||||
Prepaid expenses and other assets | 159 | |||||||||||
Fixed assets | 744 | |||||||||||
Intangible assets | 5,940 | |||||||||||
Goodwill | 1,054 | |||||||||||
Accounts payable | (1,029 | ) | ||||||||||
Accrued and long-term liabilities | (1,307 | ) | ||||||||||
Deferred revenue | (137 | ) | ||||||||||
$ | 13,524 | |||||||||||
Schedule of intangible assets acquired | ' | |||||||||||
ntangible assets subject to amortization with a remaining life of 2.0 years. The following table includes the intangible assets identified as of the acquisition date and the estimated lives prior to impairment and reclassification to discontinued operations (in thousands, except for useful life): | ||||||||||||
Continuing operations | Discontinued operations | Total | Useful life | |||||||||
Customer relationships | $ | 3,700 | $ | 480 | $ | 4,180 | 2.5 to 5 years | |||||
Developed technology | — | 1,760 | 1,760 | 5 years | ||||||||
$ | 3,700 | $ | 2,240 | $ | 5,940 | |||||||
Pro forma information | ' | |||||||||||
The unaudited financial information in the table below summarizes the combined results of operations of the Company and Tranzyme, on a pro forma basis, as though the companies had been combined as of the beginning of the periods presented and after giving effect to the discontinued operations of Tranzyme Pharma Inc. and related assets, in thousands (unaudited): | ||||||||||||
Year Ended | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Licensing revenue | $ | 188 | $ | 3,756 | ||||||||
Net loss from continuing operations | $ | (23,248 | ) | $ | (26,679 | ) | ||||||
Net loss per share from continuing operations, basic and diluted | $ | (2.31 | ) | $ | (3.43 | ) |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Discontinued operations included the Income Statement and Balance Sheets | ' | |||||||||||||||
The results of Tranzyme Pharma Inc. and related asset groups are disclosed as discontinued operations in the Company’s Consolidated Statements of Operations and Comprehensive Loss for all periods presented. | ||||||||||||||||
(in thousands) | Year ended | |||||||||||||||
31-Dec-13 | ||||||||||||||||
Revenue | $ | 467 | ||||||||||||||
Expenses: | ||||||||||||||||
Research and development | (1,134 | ) | ||||||||||||||
General and administrative | (220 | ) | ||||||||||||||
Amortization of intangible assets | (187 | ) | ||||||||||||||
Restructuring charges | (859 | ) | ||||||||||||||
Loss on disposal of assets | (86 | ) | ||||||||||||||
Other income (expense), net | (6 | ) | ||||||||||||||
Net loss from discontinued operations | $ | (2,025 | ) | |||||||||||||
The assets and liabilities of Tranzyme Pharma Inc. and related asset groups are presented as held for disposal in the Consolidated Balance Sheet as of December 31, 2013. The carrying amount of assets and liabilities are as follows: | ||||||||||||||||
(in thousands) | 31-Dec-13 | |||||||||||||||
Prepaid expenses and other current assets | $ | 178 | ||||||||||||||
Property and equipment, net | 356 | |||||||||||||||
Intangible assets, net | 2,053 | |||||||||||||||
Goodwill | 442 | |||||||||||||||
Assets of discontinued operations | $ | 3,029 | ||||||||||||||
Deposit on sale of assets | $ | 3,000 | ||||||||||||||
Accounts payable | 106 | |||||||||||||||
Accrued liabilities | 397 | |||||||||||||||
Liabilities of discontinued operations | $ | 3,503 | ||||||||||||||
Schedule of estimated expenses to be incurred and expensed | ' | |||||||||||||||
The following table summarizes the Company’s restructuring activities during the year ended December 31, 2013 in thousands: | ||||||||||||||||
Post- Employment Benefits | Moving and Shipping Costs | Operating Activities | Total | |||||||||||||
Restructuring charges | $ | 700 | $ | 114 | $ | 45 | $ | 859 | ||||||||
Cash payments and other settlements | (308 | ) | (15 | ) | (34 | ) | (357 | ) | ||||||||
Accrual balances at December 31, 2013 | $ | 392 | $ | 99 | $ | 11 | $ | 502 | ||||||||
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Outstanding Convertible Preferred and Common Stock Warrants and Corresponding Excercise Price | ' | |||||||
The following table summarizes the outstanding common stock warrants and the corresponding exercise price as of December 31, 2013: | ||||||||
Number of Shares | Per-Share | |||||||
Outstanding at | Exercise | |||||||
Issuance Date | 31-Dec-13 | Price | Expiration | |||||
12/3/08 | 2,380 | 84 | 12/3/15 | |||||
9/30/10 | 3,240 | 160.44 | 4/6/15 | |||||
1/31/12 | 13,623 | 44.04 | 1/31/22 | |||||
3/30/12 | 26,292 | 0.67 | 3/30/19 | |||||
6/30/12 | 39,439 | 0.67 | 6/30/19 | |||||
10/1/12 | 65,731 | 0.67 | 10/1/19 | |||||
11/8/13 | 788,177 | 7.66 | 11/8/18 | |||||
Total | 938,882 |
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Equity Transactions [Abstract] | ' | |||||
Schedule of convertible preferred stock | ' | |||||
The following summarizes our preferred stock balances at December 31, 2013 and December 31, 2012 (in thousands except share and per share amounts): | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Series A convertible preferred stock, $0.001 par value, | ||||||
no shares authorized, issued or outstanding at December 31, 2013 and 14,720,000 shares authorized, 1,735,565 shares issued and outstanding at December 31, 2012, respectively. Liquidation preference of $0 and $14,500 at December 31, 2013 and December 31, 2012, respectively. | — | 14,346 | ||||
Series B convertible preferred stock, $0.001 par value, | ||||||
no shares authorized, issued or outstanding at December 31, 2013 and 8,600,000 shares authorized, 1,029,369 shares issued and outstanding at December 31, 2012, respectively. Liquidation preference of $0 and $12,040 at December 31, 2013 and December 31, 2012, respectively. | — | 11,983 | ||||
Series C convertible preferred stock, par value $0.001, | ||||||
no shares authorized, issued or outstanding at December 31, 2013 and 17,350,000 shares authorized, 2,075,390 shares issued and outstanding at December 31, 2012, respectively. Liquidation preference of $0 and $35,521 at December 31, 2013 and December 31, 2012, respectively. | — | 35,414 | ||||
Schedule of common stock shares reserved for future issuance | ' | |||||
The Company has reserved shares of its common stock for future issuance as of December 31, 2013 as follows: | ||||||
31-Dec-13 | ||||||
Stock options outstanding | 1,909,769 | |||||
Shares available for grant under stock option plans | 762,867 | |||||
Outstanding warrants | 938,882 | |||||
Total shares reserved for future issuance | 3,611,518 | |||||
Stock_Options_Tables
Stock Options (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Summary of stock option activity | ' | |||||||||||||||
A summary of the Company's stock option activity under the 2005 Plan and 2011 Plan and related information are as follows: | ||||||||||||||||
Weighted-avg | ||||||||||||||||
Shares | Weighted-avg | Remaining | Aggregate | |||||||||||||
Available | Stock Options | Exercise Price | Contractual | Intrinsic | ||||||||||||
for Grant | Outstanding | Per Share | Life (in Years) | Value | ||||||||||||
(in thousands) | ||||||||||||||||
Balance at December 31, 2012 | 39,226 | 692,709 | $ | 1.42 | 6.13 | $ | 368 | |||||||||
Adjustment to authorized shares upon assumption of the 2011 Plan | 33,185 | — | ||||||||||||||
Stock options assumed in merger | (217,115 | ) | 217,115 | $ | 44.52 | |||||||||||
Additional shares authorized | 2,000,000 | — | ||||||||||||||
Stock options granted | (1,414,650 | ) | 1,414,650 | $ | 7.75 | |||||||||||
Stock options exercised | — | (88,465 | ) | $ | 0.92 | |||||||||||
Stock options cancelled | 322,221 | (326,240 | ) | $ | 14.68 | |||||||||||
Balance at December 31, 2013 | 762,867 | 1,909,769 | $ | 8.77 | 8.58 | $ | 11,818 | |||||||||
At December 31, 2013: | ||||||||||||||||
Vested and expected to vest | 1,743,061 | $ | 8.87 | 8.47 | $ | 10,942 | ||||||||||
Exercisable | 510,119 | $ | 11.56 | 5.68 | $ | 4,476 | ||||||||||
Stock-based compensation expense | ' | |||||||||||||||
The Company recognized stock based compensation expense as follows (in thousands): | ||||||||||||||||
Twelve Months Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Research and development | $ | 68 | $ | 27 | ||||||||||||
General and administrative | 439 | 127 | ||||||||||||||
Total | $ | 507 | $ | 154 | ||||||||||||
Stock option valuation assumptions | ' | |||||||||||||||
The following table summarizes the average estimates the Company used in the Black-Scholes option-pricing model for the years ended December 31, 2013 and 2012, and for the period from December 20, 2004 (inception) to December 31, 2013, to determine the fair value of stock options granted during each period. | ||||||||||||||||
Period From | ||||||||||||||||
31-Dec-04 | ||||||||||||||||
(Inception) to | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | 31-Dec-13 | ||||||||||||||
Risk-free interest rates | 0.06% - 2.02% | 0.95% - 1.11% | 0.06% - 2.02% | |||||||||||||
Expected life in years | 0.25 - 6.08 | 6.25 | 0.25 - 6.25 | |||||||||||||
Expected dividend yield | — | — | — | |||||||||||||
Expected volatility | 52% - 100% | 92% - 109% | 52% - 109% |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||
Effective income tax rate reconciliation | ' | ||||||||||
A reconciliation of the loss from continuing operations at the federal statutory tax rate of 34% to the Company's effective income tax rate is as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | ||||||||||
Loss from continuing operations | $ | (15,489 | ) | $ | (3,608 | ) | |||||
Income tax (benefit) at statutory rate | (5,267 | ) | (1,227 | ) | |||||||
State income tax, net of federal benefit | (225 | ) | (282 | ) | |||||||
Permanent items | 516 | 238 | |||||||||
Refinement of §382 limitation | (23,816 | ) | — | ||||||||
Unrecognized tax benefits | 1,840 | — | |||||||||
Change in valuation allowance | 26,549 | 1,315 | |||||||||
Other | 403 | (44 | ) | ||||||||
Tax expense | $ | — | $ | — | |||||||
Deferred tax assets and liabilities | ' | ||||||||||
Components of the Company's deferred tax assets and liabilities for federal income tax purposes are as follows (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | $ | 25,967 | $ | — | |||||||
Research and development credits | 2,760 | — | |||||||||
Compensation accruals | 37 | 49 | |||||||||
Equity compensation | 531 | 40 | |||||||||
Fixed assets | — | 6 | |||||||||
Other | — | 4 | |||||||||
Gross deferred tax assets | 29,295 | 99 | |||||||||
Valuation allowance | (29,228 | ) | (99 | ) | |||||||
Net deferred tax assets | 67 | — | |||||||||
Deferred tax liabilities: | |||||||||||
Fixed assets | (17 | ) | — | ||||||||
Intangible assets | (50 | ) | — | ||||||||
Deferred tax liabilities | (67 | ) | — | ||||||||
Net deferred tax asset/(liability) | $ | — | $ | — | |||||||
Summary of unrecognized tax benefits | ' | ||||||||||
A reconciliation of the current year changes to the Company’s unrecognized tax benefits is as follows (in thousands): | |||||||||||
Unrecognized tax benefits as of December 31, 2012 | $ | — | |||||||||
Increases in prior period positions | 1,761 | ||||||||||
Increases in current period positions | 79 | ||||||||||
Unrecognized tax benefits as of December 31, 2013 | $ | 1,840 | |||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of non-cancellable future minimum lease payments for operating leases | ' | |||
The following is a schedule of non-cancellable future minimum lease payments for operating leases at December 31, 2013 (in thousands): | ||||
December 31, 2013 | ||||
2014 | $ | 225 | ||
2015 | 38 | |||
Thereafter | — | |||
Total | $ | 263 | ||
Summary_of_Operations_by_Quart1
Summary of Operations by Quarter (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Summary of Operations by Quarter | ' | |||||||||||||||
Summary of Operations by Quarter (Unaudited) | ||||||||||||||||
2013 | ||||||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||||||
Revenue | $ | — | $ | — | $ | 33 | $ | 52 | ||||||||
Operating expenses | $ | 640 | $ | 2,017 | $ | 6,089 | $ | 6,668 | ||||||||
Net loss from continuing operations | $ | (731 | ) | $ | (2,087 | ) | $ | (6,065 | ) | $ | (6,606 | ) | ||||
Net loss | $ | (731 | ) | $ | (2,087 | ) | $ | (7,402 | ) | $ | (7,294 | ) | ||||
Net loss per share from continuing operations—basic and diluted | $ | (1.15 | ) | $ | (3.24 | ) | $ | (0.63 | ) | $ | (0.48 | ) | ||||
Net loss per share—basic and diluted | $ | (1.15 | ) | $ | (3.24 | ) | $ | (0.77 | ) | $ | (0.54 | ) | ||||
Shares used to compute net loss per share—basic and diluted | 637,221 | 643,674 | 9,669,825 | 13,632,204 | ||||||||||||
2012 | ||||||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||||||
Revenue | $ | — | $ | — | $ | — | $ | — | ||||||||
Operating expenses | $ | 1,060 | $ | 903 | $ | 778 | $ | 640 | ||||||||
Net loss from continuing operations | $ | (1,053 | ) | $ | (1,009 | ) | $ | (820 | ) | $ | (726 | ) | ||||
Net loss | $ | (1,053 | ) | $ | (1,009 | ) | $ | (820 | ) | $ | (726 | ) | ||||
Net loss per share from continuing operations—basic and diluted | $ | (1.68 | ) | $ | (1.61 | ) | $ | (1.31 | ) | $ | (1.16 | ) | ||||
Net loss per share—basic and diluted | $ | (1.68 | ) | $ | (1.61 | ) | $ | (1.31 | ) | $ | (1.16 | ) | ||||
Shares used to compute net loss per share—basic and diluted | 626,593 | 626,593 | 626,593 | 626,593 | ||||||||||||
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Details) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 108 Months Ended | ||||||||
Jul. 15, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
board_member | ||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of board members | 9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price | $2.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deficit accumulated during the development stage | ' | ($81,486,000) | ' | ' | ' | ($63,972,000) | ' | ' | ' | ($81,486,000) | ($63,972,000) | ($81,486,000) |
Losses incurred since inception | ' | -7,294,000 | -7,402,000 | -2,087,000 | -731,000 | -726,000 | -820,000 | -1,009,000 | -1,053,000 | -17,514,000 | -3,608,000 | -81,486,000 |
Customer Agreements And Intellectual Property [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale price for discontinued operations | $4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Private Ocera [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of board members | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon conversion | 8.35463 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series A Convertible Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon conversion | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series B Convertible Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon conversion | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Series C Convertible Preferred Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price | $2.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued upon conversion | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Segment Reporting, Debt Issuance Costs, and Property and Equipment) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
segment | |
Accounting Policies [Abstract] | ' |
Debt issuance costs, net | $0 |
Number of operating segments | 1 |
Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '3 years |
Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '5 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Intangible Assets and Goodwill) (Details) (USD $) | 12 Months Ended | 108 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
segment | ||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Useful life | '2 years | ' | ' | ' |
Impairment of intangible assets | $3,070,000 | $0 | ' | $3,070,000 |
Number of reporting units | 2 | ' | ' | ' |
Impairment of goodwill | 0 | 0 | 0 | ' |
Licensing Agreements [Member] | Bristol-Myers Squibb Company [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Impairment of intangible assets | $3,100,000 | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Useful life | '2 years 6 months | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Useful life | '5 years | ' | ' | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Schedule of Basic and Diluted Earnings Per Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 108 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Numerator | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss from continuing operations | ($6,606) | ($6,065) | ($2,087) | ($731) | ($726) | ($820) | ($1,009) | ($1,053) | ($15,489) | ($3,608) | ($79,461) |
Net loss from discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | -2,025 | 0 | -2,025 |
Net loss | ($7,294) | ($7,402) | ($2,087) | ($731) | ($726) | ($820) | ($1,009) | ($1,053) | ($17,514) | ($3,608) | ($81,486) |
Denominator | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average number of shares used to compute net loss per share of common stock, basic and diluted (in shares) | 13,632,204 | 9,669,825 | 643,674 | 637,221 | 626,593 | 626,593 | 626,593 | 626,593 | 6,145,731 | 626,593 | ' |
Net loss per share of common stock, basic and diluted: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss per share from continuing operations, basic and diluted (in dollars per share) | ($0.48) | ($0.63) | ($3.24) | ($1.15) | ($1.16) | ($1.31) | ($1.61) | ($1.68) | ($2.52) | ($5.76) | ' |
Net loss per share from discontinued operations, basic and diluted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($0.33) | $0 | ' |
Net loss per share (in dollars per share) | ($0.54) | ($0.77) | ($3.24) | ($1.15) | ($1.16) | ($1.31) | ($1.61) | ($1.68) | ($2.85) | ($5.76) | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Schedule of Antidilutive Securities Excluded From Earnings Per Share) (Details) | 0 Months Ended | 12 Months Ended | |
Jul. 15, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | ' | 3,499,967 | 5,597,981 |
Conversion of notes payable and interest accrued excluded from diluted earnings per share | 186,217 | ' | ' |
Convertible Preferred Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | ' | 2,604,305 | 4,840,324 |
Warrant [Member] | Convertible Preferred Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | ' | 11,243 | 26,332 |
Warrant [Member] | Common Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | ' | 259,908 | 56,124 |
Stock Options [Member] | Common Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share, amount | ' | 624,511 | 675,201 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Value) (Details) (USD $) | 12 Months Ended | ||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | ||||
Convertible Preferred Stock Warrants [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | |||||
Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Fair Value [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | ||||||
Money Market Funds [Member] | Money Market Funds [Member] | Commercial Paper [Member] | Corporate Debt Securities [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Commercial Paper [Member] | Corporate Debt Securities [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Commercial Paper [Member] | Corporate Debt Securities [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Commercial Paper [Member] | Corporate Debt Securities [Member] | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Cash and cash equivalents | ' | ' | ' | $5,774 | $1,437 | $15,246 | $20,884 | ' | ' | $5,774 | $1,437 | $0 | $0 | ' | ' | $0 | $0 | $15,246 | $20,884 | ' | ' | $0 | $0 | $0 | $0 | ||||
Total assets | ' | 41,904 | 1,437 | ' | ' | ' | ' | 5,774 | 1,437 | ' | ' | ' | ' | 36,130 | 0 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ||||
Preferred stock warrant liability | ' | ' | 16 | [1] | ' | ' | ' | ' | ' | 0 | [1] | ' | ' | ' | ' | ' | 0 | [1] | ' | ' | ' | ' | ' | 16 | [1] | ' | ' | ' | ' |
Total liabilities | ' | ' | $16 | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | $16 | ' | ' | ' | ' | ||||
Risk-free interest rate | 0.08% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Expected dividend rate | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Expected term | '3 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Expected volatility rate | 79.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
[1] | The Company estimated fair value of its preferred stock warrant liability at issuance and adjusts the carrying valueeach reporting period utilizing the Black-Scholes option-pricing model based on the following significant unobservable inputs: risk-free rate of 0.08%; expected dividend rates of 0%; remaining expected life of the warrants of 0.3 years; expected volatility of 79% of the fair value of the underlying preferred stock. |
Fair_Value_Measurements_Level_
Fair Value Measurements (Level 3 Liabilities) (Details) (Convertible Preferred Stock Warrants [Member], Level 3 [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Convertible Preferred Stock Warrants [Member] | Level 3 [Member] | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Convertible preferred stock warrant liabilities, beginning of period | $16 |
Change in fair value of warrant liability | -15 |
Conversion of preferred stock warrants into common stock warrants | -1 |
Convertible preferred stock warrant liabilities, end of period | $0 |
Balance_Sheet_Components_Avail
Balance Sheet Components (Available For Sale Investments) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | $31,676 |
Unrealized Gains | 14 |
Unrealized Losses | -10 |
Estimated Fair Value | 31,680 |
Short-term investments [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 30,162 |
Unrealized Gains | 14 |
Unrealized Losses | -9 |
Estimated Fair Value | 30,167 |
Short-term investments [Member] | Corporate Debt Securities [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 14,930 |
Unrealized Gains | 0 |
Unrealized Losses | -9 |
Estimated Fair Value | 14,921 |
Short-term investments [Member] | Commercial Paper [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 15,232 |
Unrealized Gains | 14 |
Unrealized Losses | 0 |
Estimated Fair Value | 15,246 |
Long-term investments [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 1,514 |
Unrealized Gains | 0 |
Unrealized Losses | -1 |
Estimated Fair Value | 1,513 |
Long-term investments [Member] | Corporate Debt Securities [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 1,514 |
Unrealized Gains | 0 |
Unrealized Losses | -1 |
Estimated Fair Value | $1,513 |
Balance_Sheet_Components_Inves
Balance Sheet Components (Investments by Contractual Maturity) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Available-for-sale Securities, Maturity Date [Abstract] | ' |
Under 1 Year | $30,167 |
1 to 2 Years | 1,513 |
Total | 31,680 |
Commercial Paper [Member] | ' |
Available-for-sale Securities, Maturity Date [Abstract] | ' |
Under 1 Year | 15,246 |
1 to 2 Years | 0 |
Total | 15,246 |
Corporate Debt Securities [Member] | ' |
Available-for-sale Securities, Maturity Date [Abstract] | ' |
Under 1 Year | 14,921 |
1 to 2 Years | 1,513 |
Total | $16,434 |
Balance_Sheet_Components_Prope
Balance Sheet Components (Property and Equipment) (Details) (USD $) | 12 Months Ended | 108 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $83 | $332 | $83 |
Less accumulated depreciation | -24 | -325 | -24 |
Property and equipment, net | 59 | 7 | 59 |
Depreciation expense | 29 | 20 | 406 |
Minimum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '3 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '5 years | ' | ' |
Computer equipment and software [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 40 | 135 | 40 |
Computer equipment and software [Member] | Minimum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '1 year 6 months | ' | ' |
Computer equipment and software [Member] | Maximum [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life | '3 years | ' | ' |
Office furniture and equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | 43 | 128 | 43 |
Useful life | '5 years | ' | ' |
Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment, gross | $0 | $69 | $0 |
Useful life | '4 years | ' | ' |
Balance_Sheet_Components_Acqui
Balance Sheet Components (Acquired Intangible Assets) (Details) (USD $) | 12 Months Ended | 108 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization expense | ($295,000) | $0 | ($295,000) |
Impairment of intangible asset | -3,070,000 | 0 | -3,070,000 |
Useful life | '2 years | ' | ' |
Estimated future amortization expense in 2014 | 200,000 | ' | 200,000 |
Estimated future amortization expense in 2015 | 100,000 | ' | 100,000 |
Customer Agreements [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Beginning balance, finite-lived intangible assets, net | 0 | ' | ' |
Acquired in merger with Tranzyme (Note 5) | 3,700,000 | ' | ' |
Amortization expense | -295,000 | ' | ' |
Impairment of intangible asset | -3,070,000 | ' | ' |
Ending balance, finite-lived intangible assets, net | 335,000 | ' | 335,000 |
Useful life | '2 years | ' | ' |
Licensing Agreements [Member] | Bristol-Myers Squibb Company [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Impairment of intangible asset | -3,100,000 | ' | ' |
Expected undiscounted cash flow | $0 | ' | ' |
Percentage of assets impaired | 100.00% | ' | ' |
Balance_Sheet_Components_Chang
Balance Sheet Components (Change in Goodwill) (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 15, 2013 | Apr. 23, 2013 |
Discontinued Operations [Member] | Tranzyme Inc. [Member] | Tranzyme Inc. [Member] | ||
Goodwill [Line Items] | ' | ' | ' | ' |
Goodwill | $595 | $500 | $1,100 | $1,054 |
Goodwill [Roll Forward] | ' | ' | ' | ' |
Beginning balance | 0 | 500 | 1,100 | 1,054 |
Acquired in Merger with Tranzyme (Note 5) | 1,054 | ' | ' | ' |
Reclassified to discontinued operations (Note 6) | -459 | ' | ' | ' |
Ending balance | $595 | $500 | $1,100 | $1,054 |
Balance_Sheet_Components_Accru
Balance Sheet Components (Accrued Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Balance Sheet Components [Abstract] | ' | ' |
Accrued compensation | $1,093 | $123 |
Accrued interest | 0 | 92 |
Accrued clinical trials | 417 | 10 |
Accrued manufacturing expense | 0 | 31 |
Other accrued liabilities | 392 | 24 |
Accrued liabilities | $1,902 | $280 |
Merger_with_Tranzyme_Purchase_
Merger with Tranzyme (Purchase Price) (Details) (USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Jul. 15, 2013 | Jul. 15, 2013 | Apr. 23, 2013 |
board_member | Private Ocera [Member] | Tranzyme Inc. [Member] | |
board_member | |||
Business Acquisition [Line Items] | ' | ' | ' |
Number of board members | 9 | 6 | ' |
Fair value of Tranzyme shares outstanding | ' | ' | $13,249 |
Fair value of vested Tranzyme stock options | ' | ' | 275 |
Purchase Price | ' | ' | $13,524 |
Merger_with_Tranzyme_Recognize
Merger with Tranzyme (Recognized Identifiable Assets Acquired and Liabilities Assumed) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 15, 2013 | Apr. 23, 2013 |
In Thousands, unless otherwise specified | Tranzyme Inc. [Member] | Tranzyme Inc. [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | $7,464 |
Accounts and investment tax credits receivable, net | ' | ' | ' | 636 |
Prepaid expenses and other assets | ' | ' | ' | 159 |
Fixed assets | ' | ' | ' | 744 |
Intangible assets | ' | ' | ' | 5,940 |
Goodwill | 595 | 0 | 1,100 | 1,054 |
Accounts payable | ' | ' | ' | -1,029 |
Accrued and long-term liabilities | ' | ' | ' | -1,307 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Deferred Revenue | ' | ' | ' | -137 |
Total purchase price allocation | ' | ' | ' | $13,524 |
Merger_with_Tranzyme_Intangibl
Merger with Tranzyme (Intangible Assets Acquired) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 23, 2013 | Dec. 31, 2013 | Apr. 23, 2013 | Apr. 23, 2013 | Apr. 23, 2013 | Apr. 23, 2013 | |
Minimum [Member] | Maximum [Member] | Tranzyme Inc. [Member] | Tranzyme Inc. [Member] | Tranzyme Inc. [Member] | Tranzyme Inc. [Member] | Tranzyme Inc. [Member] | Tranzyme Inc. [Member] | ||
Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Developed Technology [Member] | ||||||
Minimum [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets subject to amortization | ' | ' | ' | ' | $300,000 | ' | ' | ' | ' |
Remaining useful life | '2 years | '2 years 6 months | '5 years | ' | ' | ' | ' | ' | ' |
Continuing operations | ' | ' | ' | 3,700,000 | ' | 3,700,000 | ' | ' | 0 |
Discontinued operations | ' | ' | ' | 2,240,000 | ' | 480,000 | ' | ' | 1,760,000 |
Intangible assets acquired | ' | ' | ' | $5,940,000 | ' | $4,180,000 | ' | ' | $1,760,000 |
Useful life | ' | ' | ' | ' | ' | ' | '2 years 6 months | '5 years | '5 years |
Merger_with_Tranzyme_Pro_Forma
Merger with Tranzyme (Pro Forma Information) (Details) (Tranzyme Inc. [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Tranzyme Inc. [Member] | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' |
Licensing revenue | $188 | $3,756 |
Net loss from continuing operations | ($23,248) | ($26,679) |
Net loss per share from continuing operations, basic and diluted (usd per share) | ($2.31) | ($3.43) |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Jul. 15, 2013 | |
Customer Agreements And Intellectual Property [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Sale price for discontinued operations | ' | $4,000,000 |
Tranzyme Pharma Inc. [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Estimated to be incurred | 859,000 | ' |
Positions eliminated | 17 | ' |
Restructuring charges | 859,000 | ' |
Tranzyme Pharma Inc. [Member] | Discontinued Operations [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | 859,000 | ' |
Tranzyme Pharma Inc. [Member] | Employee Severance [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | 700,000 | ' |
Tranzyme Pharma Inc. [Member] | Operating Activities [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | 45,000 | ' |
Tranzyme Pharma Inc. [Member] | Other liabilities [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring charges | 114,000 | ' |
Tranzyme Pharma Inc. [Member] | Customer Agreements And Intellectual Property [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Sale price for discontinued operations | ' | 4,000,000 |
Proceeds from sale of intangible assets | 3,000,000 | ' |
Tranzyme Pharma Inc. [Member] | Sherbrooke, Quebec [Member] | Employee Severance [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Estimated to be incurred | 700,000 | ' |
Tranzyme Pharma Inc. [Member] | Sherbrooke, Quebec [Member] | Operating Activities [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Estimated to be incurred | 45,000 | ' |
Tranzyme Pharma Inc. [Member] | Sherbrooke, Quebec [Member] | Other liabilities [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Estimated to be incurred | $114,000 | ' |
Discontinued_Operations_Discon
Discontinued Operations (Discontinued Operations in the Company’s Consolidated Statements of Operations and Comprehensive Loss) (Details) (USD $) | 12 Months Ended | 108 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Net loss from discontinued operations | ($2,025) | $0 | ($2,025) |
Tranzyme Pharma Inc. [Member] | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Revenue | 467 | ' | ' |
Research and development | -1,134 | ' | ' |
General and administrative | -220 | ' | ' |
Amortization of intangible assets | -187 | ' | ' |
Restructuring charges | -859 | ' | ' |
Loss on disposal of assets | -86 | ' | ' |
Other income (expense), net | -6 | ' | ' |
Net loss from discontinued operations | ($2,025) | ' | ' |
Discontinued_Operations_Discon1
Discontinued Operations (Discontinued Operations in the Company's Consolidated Statement of Financial Position) (Details) (Tranzyme Pharma Inc. [Member], USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Tranzyme Pharma Inc. [Member] | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' |
Prepaid expenses and other current assets | $178 |
Property and equipment, net | 356 |
Intangible assets, net | 2,053 |
Goodwill | 442 |
Assets of discontinued operations | 3,029 |
Deposit on sale of assets | 3,000 |
Accounts payable | 106 |
Accrued liabilities | 397 |
Liabilities of discontinued operations | $3,503 |
Discontinued_Operations_Restru
Discontinued Operations (Restructuring Activities) (Details) (Tranzyme Pharma Inc. [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring charges | $859 |
Cash payments and other settlements | -357 |
Restructuring reserve | 502 |
Post-Employment Benefits [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring charges | 700 |
Cash payments and other settlements | -308 |
Restructuring reserve | 392 |
Moving and Shipping Costs [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring charges | 114 |
Cash payments and other settlements | -15 |
Restructuring reserve | 99 |
Operating Activities [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring charges | 45 |
Cash payments and other settlements | -34 |
Restructuring reserve | $11 |
License_Agreements_and_Acquire1
License Agreements and Acquired Development and Commericialization Rights (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2009 | Mar. 31, 2008 | Jul. 31, 2004 | Dec. 31, 2008 | Dec. 31, 2013 | |
Open Biosystems, Inc. [Member] | Bristol-Myers Squibb Company [Member] | Licensing Agreements [Member] | Licensing Agreements [Member] | Licensing Agreements [Member] | Licensing Agreements [Member] | |
Kuereha Corporation [Member] | Kuereha Corporation [Member] | UCL Business PLC [Member] | UCL Business PLC [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Up-front fee for licensing | ' | ' | $500,000 | $1,500,000 | $1,000,000 | ' |
Maximum future milestone payments | ' | ' | ' | ' | ' | 17,000,000 |
Royalty revenue | $85,000 | ' | ' | ' | ' | ' |
Long-Term Commitment, Term | ' | '2 years | ' | ' | ' | ' |
Convertible_Notes_Payable_Shor
Convertible Notes Payable (Short-term Debt) (Details) (USD $) | 12 Months Ended | 108 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jul. 15, 2013 | Oct. 02, 2012 | Jul. 15, 2013 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Oct. 31, 2012 | Jul. 15, 2013 | Jul. 15, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Mar. 30, 2012 | Dec. 31, 2013 | Jun. 30, 2012 | Oct. 02, 2012 | Dec. 31, 2013 | |
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Series C Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Special Conditions Met [Member] | Special Conditions Not Met [Member] | March 2012 Warrants [Member] | March 2012 Warrants [Member] | June 2012 Warrants [Member] | June 2012 Warrants [Member] | October 2012 Warrants [Member] | October 2012 Warrants [Member] | ||||||
March 2012 Notes [Member] | October 2012 Notes [Member] | Convertible Notes Payable [Member] | Series C Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Convertible Notes Payable [Member] | Common Stock [Member] | |||||||||||
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||
March 2012 Notes [Member] | March 2012 Notes [Member] | ||||||||||||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of holders' written consent for prepayment of principal | ' | ' | ' | ' | ' | ' | 67.00% | ' | ' | ' | 67.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants as a percentage of notes outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | 75.00% | ' | ' | ' | ' | ' | ' |
Warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,292 | ' | 39,439 | 65,731 | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants | ' | ' | ' | ' | 0.67 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.67 | ' | 0.67 | ' | ' | 0.67 |
Conversion price | ' | ' | ' | $2.05 | ' | ' | ' | ' | ' | ' | ' | $2.05 | $2.05 | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | 0 | 92,000 | 0 | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of promissory note and accrued interest | ' | ' | ' | ' | ' | 186,217 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount, net and noncash interest expense | $92,000 | $184,000 | $410,000 | ' | ' | ' | ' | $200,000 | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible_Notes_Payable_Long
Convertible Notes Payable (Long-term Debt) (Details) (USD $) | Jul. 15, 2013 | Oct. 02, 2012 | Mar. 31, 2006 | Nov. 08, 2013 | Nov. 02, 2013 | Apr. 24, 2013 | Mar. 31, 2006 | Jul. 15, 2013 | Nov. 08, 2013 |
In Millions, except Share data, unless otherwise specified | Notes Payable [Member] | Convertible Debt [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | ||
Convertible Debt [Member] | |||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | ' | $4 | ' | ' | ' | ' | ' | ' |
Warrants issued | ' | ' | ' | 788,177 | ' | ' | 26,332 | ' | ' |
Exercise price of warrants | ' | 0.67 | ' | 7.663 | ' | ' | 8.35 | ' | ' |
Term of warrants | ' | ' | ' | '5 years | ' | ' | '7 years | ' | ' |
Warrants expired | ' | ' | ' | ' | 13,166 | 13,166 | ' | ' | ' |
Warrants converted upon completion of merger | 19,243 | ' | ' | ' | ' | ' | ' | 13,166 | ' |
Value of units issued | ' | ' | ' | $28 | ' | ' | ' | ' | ' |
Units issued for stock and warrants | ' | ' | ' | 3,940,887 | ' | ' | ' | ' | 3,940,887 |
Shares of common stock issuable per warrant | ' | ' | ' | ' | ' | ' | ' | ' | 0.2 |
Convertible_Notes_Payable_Warr
Convertible Notes Payable (Warrants) (Details) (USD $) | Dec. 31, 2013 | Jul. 15, 2013 | Oct. 02, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Oct. 31, 2012 | Mar. 31, 2012 | Nov. 02, 2013 | Apr. 24, 2013 | Jul. 15, 2013 | Mar. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
March 2012 Warrants [Member] | March 2012 Warrants [Member] | October 2012 Warrants [Member] | October 2012 Warrants [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | ||||
December 2008 Warrants [Member] | September 2010 Warrants [Member] | January 2012 Warrants [Member] | March 2012 Warrants [Member] | June 2012 Warrants [Member] | October 2012 Warrants [Member] | Warrants, Issued November Two Thousand Thirteen [Member] | ||||||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants outstanding, value | ' | ' | ' | ' | $61,000 | $111,000 | $32,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification of fair value to additional paid-in-capital | ' | ' | ' | $93,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants converted upon completion of merger | ' | 19,243 | ' | ' | ' | ' | ' | ' | ' | 13,166 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants outstanding | 938,882 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,380 | 3,240 | 13,623 | 26,292 | 39,439 | 65,731 | 788,177 |
Exercise price of warrants | ' | ' | 0.67 | ' | ' | ' | ' | ' | ' | ' | 8.35 | 84 | 160.44 | 44.04 | 0.67 | 0.67 | 0.67 | 7.66 |
Warrants expired | ' | ' | ' | ' | ' | ' | ' | 13,166 | 13,166 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Deficit_Co
Stockholders' Equity (Deficit) (Convertible Preferred Stock) (Details) (USD $) | Dec. 31, 2013 | Jul. 15, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | |||
Temporary Equity [Line Items] | ' | ' | ' |
Conversion price | ' | $2.05 | ' |
Private Ocera [Member] | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' |
Shares issued upon conversion | ' | 8.35463 | ' |
Series A Convertible Preferred Stock [Member] | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' |
Convertible preferred stock, value | $0 | ' | $14,346 |
Par value (usd per share) | $0.00 | ' | $0.00 |
Shares authorized | 0 | ' | 14,720,000 |
Shares issued | 0 | ' | 1,735,565 |
Shares outstanding | 0 | ' | 1,735,565 |
Liquidation preference | 0 | ' | 14,500 |
Series B Convertible Preferred Stock [Member] | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' |
Convertible preferred stock, value | 0 | ' | 11,983 |
Par value (usd per share) | $0.00 | ' | $0.00 |
Shares authorized | 0 | ' | 8,600,000 |
Shares issued | 0 | ' | 1,029,369 |
Shares outstanding | 0 | ' | 1,029,369 |
Liquidation preference | 0 | ' | 12,040 |
Series C Convertible Preferred Stock [Member] | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' |
Conversion price | ' | $2.05 | ' |
Convertible preferred stock, value | 0 | ' | 35,414 |
Par value (usd per share) | $0.00 | ' | $0.00 |
Shares authorized | 0 | ' | 17,350,000 |
Shares issued | 0 | ' | 2,075,390 |
Shares outstanding | 0 | ' | 2,075,390 |
Liquidation preference | $0 | ' | $35,521 |
Stockholders_Equity_Deficit_Co1
Stockholders' Equity (Deficit) (Common Stock) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2005 | Dec. 31, 2012 | Oct. 02, 2012 | Dec. 31, 2011 | Nov. 08, 2013 | Apr. 23, 2013 | Jun. 30, 2005 | Nov. 08, 2013 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Warrant [Member] | ||||||
Common Stock [Member] | |||||||||
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | ' | ' | 3,940,887 | 3,317,796 | 574,531 | 788,177 |
Shares issued, value | $46,425,000 | $5,000 | ' | ' | ' | $28,000,000 | $20,000,000 | ' | ' |
Share price (usd per share) | ' | ' | $1.84 | ' | $1.42 | ' | $6.03 | $0.01 | ' |
Proceeds from issuance of common stock | 48,000,000 | ' | ' | ' | ' | ' | ' | 5,000 | ' |
Exercise price of warrants | ' | ' | ' | 0.67 | ' | ' | ' | ' | 7.663 |
Adjustments to Additional Paid-in Capital, issuance costs | ' | ' | ' | ' | ' | $1,500,000 | $26,000 | ' | ' |
Stockholders_Equity_Deficit_Co2
Stockholders' Equity (Deficit) (Common Stock Shares Reserved for Future Issuance) (Details) | Dec. 31, 2013 | Dec. 31, 2012 |
Class of Stock [Line Items] | ' | ' |
Outstanding warrants | 938,882 | ' |
Total shares reserved for future issuance | 3,611,518 | ' |
Stock Options [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Stock options outstanding | 1,909,769 | 692,709 |
Shares available for grant under stock option plans | 762,867 | 39,226 |
Stock_Options_Stock_Option_Act
Stock Options (Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Options Outstanding | ' | ' |
Stock options vested and expected to vest | 1,743,061 | ' |
Stock options exercisable | 510,119 | 692,709 |
Weighted-average Exercise Price Per Share | ' | ' |
Weighted-average exercise price, options exercisable | $8.87 | ' |
Weighted-average exercise price, options vested and expected to vest | $11.56 | ' |
Weighted-average remaining contractual life, options outstanding | '8 years 6 months 29 days | '6 years 1 month 17 days |
Weighted-average remaining contractual life, options vested and expected to vest | '8 years 5 months 19 days | ' |
Weighted-average remaining contractual life, options exercisable | '5 years 8 months 5 days | ' |
Aggregate Intrinsic value, options outstanding | $11,818 | $368 |
Aggregate Intrinsic value, options vested and expected to vest | 10,942 | ' |
Aggregate Intrinsic value, options exercisable | $4,476 | ' |
Stock Options [Member] | ' | ' |
Shares Available for Grant | ' | ' |
Stock options granted | -1,414,650 | ' |
Shares available for grant | 762,867 | 39,226 |
Stock options cancelled | 322,221 | ' |
Additional shares authorized | 2,000,000 | ' |
Stock Options Outstanding | ' | ' |
Beginning balance, options | 692,709 | ' |
Stock options granted | -1,414,650 | ' |
Stock options exercised | -88,465 | ' |
Stock options cancelled | -326,240 | ' |
Ending balance, options | 1,909,769 | ' |
Weighted-average Exercise Price Per Share | ' | ' |
Weighted-average exercise price, options outstanding | $1.42 | ' |
Grants in period | $7.75 | ' |
Exercises in period | $0.92 | ' |
Cancelled in period | $14.68 | ' |
Weighted-average exercise price, options outstanding | $8.77 | ' |
Stock Options [Member] | Tranzyme Inc. [Member] | ' | ' |
Shares Available for Grant | ' | ' |
Stock options granted | -217,115 | ' |
Stock Options Outstanding | ' | ' |
Stock options granted | -217,115 | ' |
Weighted-average Exercise Price Per Share | ' | ' |
Grants in period | $44.52 | ' |
Stock Options [Member] | 2011 Plan [Member] | ' | ' |
Shares Available for Grant | ' | ' |
Shares available for grant | 762,867 | ' |
Additional shares authorized | 33,185 | ' |
Stock_Options_Stockbased_compe
Stock Options (Stock-based compensation expense) (Details) (USD $) | 12 Months Ended | 108 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | $507 | $154 | $1,388 |
Research and Development [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | 68 | 27 | ' |
General and Administrative [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | $439 | $127 | ' |
Stock_Options_Valuation_Assump
Stock Options (Valuation Assumptions) (Details) | 12 Months Ended | 108 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' |
Expected life in years | ' | '6 years 3 months | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock Options [Member] | ' | ' | ' |
Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' |
Risk free interest rate, minimum | 0.06% | 0.95% | 0.06% |
Risk free interest rate, maximum | 2.02% | 1.11% | 2.02% |
Expected life in years | ' | '6 years 3 months | ' |
Expected volatility, minimum | 52.00% | 92.00% | 52.00% |
Expected volatility, maximum | 100.00% | 109.00% | 109.00% |
Stock Options [Member] | Minimum [Member] | ' | ' | ' |
Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' |
Expected life in years | '3 months | ' | '3 months |
Stock Options [Member] | Maximum [Member] | ' | ' | ' |
Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' |
Expected life in years | '6 years 0 months 29 days | ' | '6 years 3 months |
Stock_Options_Additional_Infor
Stock Options (Additional Information) (Details) (USD $) | 12 Months Ended | 108 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 108 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 13, 2013 | Jul. 15, 2013 | Dec. 31, 2013 | Aug. 13, 2013 | Aug. 13, 2013 | |
Executive Officer [Member] | Executive Officer [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | 2005 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | 2011 Plan [Member] | |||||
Executive Officer [Member] | Maximum [Member] | Maximum [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | |||||||||||
Options Vesting Monthly Over A Year [Member] | Director [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares available for grant under stock option plans | ' | ' | ' | ' | ' | ' | 762,867 | 39,226 | ' | ' | ' | 0 | ' | ' | 762,867 | ' | ' |
Shares authorized for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,302,328 | 302,328 | ' | 1,454,200 | 140,000 |
Options exercisable | 510,119 | 692,709 | 510,119 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options vested | 505,445 | 620,147 | 505,445 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | $507,000 | $154,000 | $1,388,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life in years | ' | '6 years 3 months | ' | ' | ' | ' | ' | '6 years 3 months | ' | '6 years 0 months 29 days | '6 years 3 months | ' | ' | ' | ' | ' | ' |
Fair value of stock options granted | ' | ' | ' | ' | ' | ' | 15,800,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation costs not yet recognized | ' | ' | ' | ' | ' | ' | 15,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period for recognizing costs | ' | ' | ' | ' | ' | ' | '3 years 11 months 19 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of common stock | ' | $1.84 | ' | $1.42 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in price of stock | ' | $1.17 | ' | $0.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original valuation of common stock | ' | $0.67 | ' | $0.67 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued in period | ' | ' | ' | ' | 61,653 | ' | 1,414,650 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting term | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | $507,000 | $154,000 | $1,388,000 | ' | ' | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Rate_Reconciliati
Income Taxes (Rate Reconciliation) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 108 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal statutory tax rate | ' | ' | ' | ' | ' | ' | ' | ' | 34.00% | 34.00% | ' |
Loss from continuing operations | ($6,606) | ($6,065) | ($2,087) | ($731) | ($726) | ($820) | ($1,009) | ($1,053) | ($15,489) | ($3,608) | ($79,461) |
Income tax (benefit) at statutory rate | ' | ' | ' | ' | ' | ' | ' | ' | -5,267 | -1,227 | ' |
State income tax, net of federal benefit | ' | ' | ' | ' | ' | ' | ' | ' | -225 | -282 | ' |
Permanent items | ' | ' | ' | ' | ' | ' | ' | ' | 516 | 238 | ' |
Refinement of §382 limitation | ' | ' | ' | ' | ' | ' | ' | ' | -23,816 | 0 | ' |
Unrecognized tax benefits | ' | ' | ' | ' | ' | ' | ' | ' | 1,840 | 0 | ' |
Change in valuation allowance | ' | ' | ' | ' | ' | ' | ' | ' | 26,549 | 1,315 | ' |
Other | ' | ' | ' | ' | ' | ' | ' | ' | 403 | -44 | ' |
Tax expense | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0 | ' |
Income_Taxes_Deferred_Tax_Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carryforwards | $25,967 | $0 |
Research and development credits | 2,760 | 0 |
Compensation accruals | 37 | 49 |
Equity compensation | 531 | 40 |
Fixed assets | 0 | 6 |
Other | 0 | 4 |
Gross deferred tax assets | 29,295 | 99 |
Valuation allowance | -29,228 | -99 |
Net deferred tax assets | 67 | 0 |
Fixed assets | -17 | 0 |
Intangible assets | -50 | 0 |
Deferred tax liabilities | -67 | 0 |
Net deferred tax asset/(liability) | $0 | $0 |
Income_Taxes_Unrecognized_Tax_
Income Taxes (Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' |
Beginning balance | $0 |
Increases in prior period positions | 1,761 |
Increases in current period positions | 79 |
Ending balance | $1,840 |
Income_Taxes_Net_Operating_Los
Income Taxes (Net Operating Loss Carryforwards) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Loss Carryforwards [Line Items] | ' | ' |
Net operating loss carryforwards | $25,967,000 | $0 |
Federal [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Operating Loss Carryforwards | 75,400,000 | ' |
Net operating loss carryforwards | 59,800,000 | ' |
State [Member] | North Carolina [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Operating Loss Carryforwards | 15,600,000 | ' |
State [Member] | California [Member] | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' |
Operating Loss Carryforwards | 63,000,000 | ' |
Net operating loss carryforwards | $59,300,000 | ' |
Income_Taxes_Tax_Credit_Carryf
Income Taxes (Tax Credit Carryforwards) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Tax Credit Carryforward [Line Items] | ' | ' |
Research and development credits | $2,760,000 | $0 |
Net operating loss carryforwards | 25,967,000 | 0 |
Federal [Member] | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' |
Research and development credits | 2,900,000 | ' |
Net operating loss carryforwards | 59,800,000 | ' |
Federal [Member] | Research Tax Credit Carryforward [Member] | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' |
Tax Credit Carryforward, Amount | 3,100,000 | ' |
State [Member] | California [Member] | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' |
Net operating loss carryforwards | 59,300,000 | ' |
Tax Credit Carryforward, Deferred Tax Asset | 2,200,000 | ' |
State [Member] | California [Member] | Research Tax Credit Carryforward [Member] | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' |
Tax Credit Carryforward, Amount | $2,200,000 | ' |
Retirement_Savings_Plan_Detail
Retirement Savings Plan (Details) (401(k) Plan [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
401(k) Plan [Member] | ' |
Defined Contribution Plan Disclosure [Line Items] | ' |
Employer matching contribution percentage | 3.00% |
Employer contribution amount | $58 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 1 Months Ended | 12 Months Ended | 108 Months Ended | ||
Oct. 31, 2009 | Mar. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' | ' |
Lease term | '39 months | '4 years | ' | ' | ' |
Term for lease renewal | '3 years | ' | ' | ' | ' |
Rent expense | ' | ' | $300,000 | $100,000 | $1,400,000 |
Future Minimum Payments Due by Fiscal Year Maturity [Abstract] | ' | ' | ' | ' | ' |
2014 | ' | ' | 225,000 | ' | 225,000 |
2015 | ' | ' | 38,000 | ' | 38,000 |
Thereafter | ' | ' | 0 | ' | 0 |
Total | ' | ' | 263,000 | ' | 263,000 |
Purchase commitments | ' | ' | $800,000 | ' | $800,000 |
Summary_of_Operations_by_Quart2
Summary of Operations by Quarter (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 108 Months Ended | ||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $52 | $33 | $0 | $0 | $0 | $0 | $0 | $0 | $85 | $0 | $85 |
Operating expenses | 6,668 | 6,089 | 2,017 | 640 | 640 | 778 | 903 | 1,060 | 15,414 | 3,381 | 81,963 |
Net loss from continuing operations | -6,606 | -6,065 | -2,087 | -731 | -726 | -820 | -1,009 | -1,053 | -15,489 | -3,608 | -79,461 |
Net loss | ($7,294) | ($7,402) | ($2,087) | ($731) | ($726) | ($820) | ($1,009) | ($1,053) | ($17,514) | ($3,608) | ($81,486) |
Net loss per share from continuing operations—basic and diluted | ($0.48) | ($0.63) | ($3.24) | ($1.15) | ($1.16) | ($1.31) | ($1.61) | ($1.68) | ($2.52) | ($5.76) | ' |
Net loss per share—basic and diluted | ($0.54) | ($0.77) | ($3.24) | ($1.15) | ($1.16) | ($1.31) | ($1.61) | ($1.68) | ($2.85) | ($5.76) | ' |
Shares used to compute net loss per share—basic and diluted | 13,632,204 | 9,669,825 | 643,674 | 637,221 | 626,593 | 626,593 | 626,593 | 626,593 | 6,145,731 | 626,593 | ' |