Debt | Debt Notes Payable On July 30, 2015, the Company and Ocera Subsidiary entered into a Loan and Security Agreement (the “Loan Agreement”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) (collectively, the “Lenders”). The Loan Agreement provides for up to $20.0 million in new term loans (the “Term Loan Facility”), $10.0 million of which was funded on July 30, 2015. The remaining $10.0 million is available for draw until December 31, 2016 at the Company’s discretion, subject to achievement of certain financial and clinical milestones. The milestones would be satisfied if the Company (a) has raised proceeds of at least $15.0 million from the sale of equity securities or upfront payments from a partnership agreement and (b) achieved positive data from its ongoing Phase 2b clinical trial of OCR-002. The annual interest rate for the initial $10.0 million funding is 8.275% , and the interest rate for the second tranche will be fixed upon drawdown at an annual rate of the greater of 8.275% or 8.085% plus the 30-day U.S. LIBOR rate. Loan payments are interest-only until February 1, 2017, followed by 30 equal monthly payments of principal and interest through the scheduled maturity date of August 1, 2019 if the second tranche is not drawn. If the second tranche is drawn, the interest-only period continues to August 1, 2017, followed by 24 equal monthly payments. In addition, a final payment equal to 3% of the aggregate amount drawn will be due at maturity or on earlier repayment. If the Company prepays all or a portion of the loans, a prepayment fee of between 1 - 3% of the principal amount prepaid will also be due depending on the timing of the prepayment. The 30-day U.S. LIBOR rate is 0.43% at December 31, 2015 . At the initial funding, the Company received net proceeds of $9.7 million after fees and expenses. These fees and expenses are being accounted for as a debt discount and classified within notes payable on the Company’s balance sheet. Consistent with the early adoption of ASU 2015-3, the Company's legal and consulting fees of $0.3 million are presented in the balance sheet as a direct deduction from the carrying amount of the notes liability, consistent with debt discounts. Debt discounts, issuance costs and the final payment are being amortized or accreted as interest expense over the term of the loan using the effective interest method. In connection with the Loan Agreement, the Company agreed to issue to the Lenders warrants to purchase shares of common stock equal to 4% of the amount loaned, divided by the exercise price, which was the average closing price of the common stock for the 10 trading days prior to funding. Accordingly, in connection with the initial funding, the Company issued the Lenders warrants to purchase an aggregate of 97,680 shares at an exercise price of $4.095 per share. The Company recorded $0.3 million for the relative value of the warrants as a debt discount within notes payable and an increase to additional paid-in capital on the Company’s balance sheet (see Note 6). The debt discount is being amortized as interest expense over the term of the loan using the effective interest method. The Term Loan Facility is secured by substantially all of our assets and the assets of Ocera Subsidiary, Inc., except that the collateral does not include any intellectual property held by us or Ocera Subsidiary. However, pursuant to the terms of a negative pledge arrangement, the Company has agreed not to encumber any of the intellectual property of the Company or our subsidiaries. The Loan Agreement contains customary representations, warranties and covenants by the Company, which covenants limit the Company's ability to convey, sell, lease, transfer, assign or otherwise dispose of certain of our assets; engage in any business other than the businesses we currently engage in or reasonably related thereto; liquidate or dissolve; make certain management changes; undergo certain change of control events; create, incur, assume, or be liable with respect to certain indebtedness; grant certain liens; pay dividends and make certain other restricted payments; make certain investments; enter into any material transactions with any affiliates, with certain exceptions; make payments on any subordinated debt; and permit certain of the Company's subsidiaries to maintain, own or otherwise hold any material assets or conduct any business operations other than as disclosed to the Lenders. In addition, subject to certain exceptions, the Company and Ocera Subsidiary are required to maintain with SVB their respective primary deposit accounts, securities accounts and commodity accounts. The Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, our failure to fulfill certain of the Company's obligations under the Loan Agreement, the occurrence of a material adverse change, which is defined as a material adverse change in the Company's business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, or a material impairment in the perfection or priority of the Lenders’ lien in the collateral or in the value of such collateral. In the event of default by the Company under the Loan Agreement, the Lenders would be entitled to exercise their remedies thereunder, including the right to accelerate the debt, upon which we may be required to repay all amounts then outstanding under the Loan Agreement, which could harm the Company's financial condition. The Company was in compliance with all applicable covenants set forth in the Loan Agreement as of December 31, 2015. The Company recorded interest expense related to the Term Loan Facility of $0.5 million for the twelve months ended December 31, 2015. The annual effective interest rate on the note payable, including the amortization of the debt discounts and accretion of the final payments, is 11.72% . Future payments under the Loan Agreement as of December 31, 2015 are as follows ( in thousands): Years ending December 31: 2016 $ 828 2017 3,839 2018 4,442 2019 3,261 Total minimum payments 12,370 Less amount representing interest 2,370 Notes payable, gross 10,000 Unamortized discount on notes payable (492 ) Notes Payable, balance 9,508 Current portion of notes payable — Non-current portion of notes payable $ 9,508 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. In connection with the March 2012 Notes, the lenders received warrants to purchase 65,731 shares of the Company’s common stock (the "March Warrants") at an exercise price of $0.67 per share. The March Warrants of 26,292 shares have a seven year term expiring on March 30, 2019 and the June Warrants of 39,439 shares have a seven year term expiring on June 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. 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") at an exercise price of $0.67 per share. 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 became 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 2012 Notes 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 2012 Notes 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 of non-cash interest expense and amortization of debt discount related to the convertible notes payable for the years ended December 31, 2013. Warrants Common Stock Warrants In connection with the $10.0 million initial funding under the Term Loan Facility in July 2015, the Company issued warrants to purchase a total of 97,680 shares of common stock to the Lenders (See Notes Payable above). The exercise price for each warrant is $4.095 per share. The warrants are immediately exercisable, and excluding certain mergers or acquisitions, will expire on July 30, 2025. The warrants were determined to be indexed to the Company's common stock and to meet the criteria to be classified in permanent stockholders' equity on the Company's balance sheet. The fair value of the warrants issued was approximately $0.3 million and was estimated using a Black-Scholes valuation model on a non-recurring basis with the following assumptions: fair value of common stock at issuance of $3.84 ; risk-free interest rate of 2.28% based upon observed risk-free interest rates appropriate for the expected term of the warrants; expected volatility of 87% based on the average historical volatilities of a peer group of publicly-traded companies within the Company’s industry; expected term of 10 years, which is the contractual life of the warrants; and a dividend yield of 0% . The allocation of proceeds to the warrants in a relative-fair-value allocation with the related notes payable was also $0.3 million . As of December 31, 2015, all of these warrants remained outstanding and exercisable. 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 a private placement pursuant to the Securities Purchase Agreement and sold 3,940,887 shares of common stock and warrants exercisable for an aggregate of 788,177 shares of common stock for an aggregate purchase price of $28.0 million . The warrants have a five year life at an exercise price of $7.663 per share. The following table summarizes the outstanding common stock warrants and the corresponding exercise price as of December 31, 2015 and 2014: Number of Warrants Outstanding at December 31 Per-Share Exercise Issuance Date 2015 2014 Price Expiration 12/3/2008 — 2,380 84.00 12/3/2015 9/30/2010 3,240 3,240 160.44 4/6/2016 1/31/2012 13,623 13,623 44.04 1/31/2022 3/30/2012 24,388 25,022 0.67 3/30/2019 6/30/2012 36,583 37,535 0.67 6/30/2019 10/1/2012 62,558 62,558 0.67 10/1/2019 11/8/2013 788,177 788,177 7.66 11/8/2018 7/30/2015 97,680 — 4.10 7/30/2025 Total 1,026,249 932,535 In December 2014, 6,347 warrants were exercised at an exercise price of $0.67 price per share in a cashless exercise with 5,604 shares of common stock being issued. In May 2015, 1,586 warrants were exercised at an exercise price of $0.67 price per share in a cashless exercise with 1,301 shares of common stock being issued. In December 2015, 2,380 warrants were expired and have been removed from the warrants outstanding table at December 31, 2015. |