Synergy Pharmaceuticals (SGYP) 10-Q 9 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 09, 2017
Document and Entity Information
Entity Registrant Name	SYNERGY PHARMACEUTICALS, INC.
Entity Central Index Key	1,347,613
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding (in shares)		224,954,941

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 117,787	$ 82,387
Accounts receivable	5,036	0
Inventories	13,045	5,640
Prepaid expenses and other current assets	8,560	889
Total Current Assets	144,428	88,916
Property and equipment, net	1,045	593
Security deposits	318	343
Total Assets	145,791	89,852
Current Liabilities:
Accounts payable	17,182	15,584
Accrued expenses	14,208	13,552
Interest payable on senior convertible notes	581	294
Deferred revenues, net	1,927	0
Total Current Liabilities	33,898	29,430
Senior convertible notes, net	17,125	22,665
Long term debt, net	95,977	0
Derivative financial instruments, at estimated fair value-warrants	0	216
Other long-term liabilities	460	0
Total Liabilities	147,460	52,311
Commitments and contingencies
Stockholders’ (Deficit)/Equity
Preferred stock, authorized 20,000,000 shares and none outstanding, at September 30, 2017 and December 31, 2016	0	0
Common stock, par value of $.0001, 400,000,000 shares authorized at September 30, 2017 and 350,000,000 shares authorized at December 31, 2016. Issued and outstanding 224,954,941 shares and 202,737,860 shares at September 30, 2017 and December 31, 2016, respectively.	23	20
Additional paid-in capital	768,664	620,513
Accumulated deficit	(770,356)	(582,992)
Total Stockholders’ (Deficit)/Equity	(1,669)	37,541
Total Liabilities and Stockholders’ (Deficit)/Equity	$ 145,791	$ 89,852

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, authorized shares (in shares)	20,000,000	20,000,000
Preferred stock, outstanding shares (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	400,000,000	350,000,000
Common stock, issued shares (in shares)	224,954,941	202,737,860
Common stock, outstanding shares (in shares)	224,954,941	202,737,860

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Net sales	$ 5,008	$ 0	$ 7,420	$ 0
Cost of goods sold	2,163	0	6,858	0
Gross profit	2,845	0	562	0
Costs and expenses:
Research and development	6,572	24,610	48,015	72,396
Selling, general and administrative	43,973	13,872	136,557	30,497
Loss from operations	(47,700)	(38,482)	(184,010)	(102,893)
Other expenses
Interest expense, net	(1,226)	(1,674)	(2,361)	(10,383)
Debt conversion expense	0	0	(1,209)	(25,615)
Change in fair value of derivative instruments-warrants	55	(87)	216	151
Total other expenses	(1,171)	(1,761)	(3,354)	(35,847)
Net loss	$ (48,871)	$ (40,243)	$ (187,364)	$ (138,740)
Weighted Average Common Shares Outstanding
Basic and Diluted (in shares)	224,954,941	179,786,580	221,854,099	155,410,353
Net Loss per Common Share, Basic and Diluted
Net Loss per Common Share, Basic and Diluted (in dollars per share)	$ (0.22)	$ (0.22)	$ (0.84)	$ (0.89)

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT)/EQUITY (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands	Total	Common Shares	Additional Paid in Capital	Deficit Accumulated
Beginning balance (in shares) at Dec. 31, 2016	202,737,860	202,737,860
Beginning balance at Dec. 31, 2016	$ 37,541	$ 20	$ 620,513	$ (582,992)
Increase (Decrease) in Stockholders' Equity
Notes conversions including shares issued for accrued interest (in shares)		1,579,099
Notes conversions	4,912	$ 1	4,911
Debt conversion expense (in shares)		212,800
Debt conversion expense	1,209		1,209
Common stock issued in connection with exercise of stock options (in shares)		99,978
Common stock issued in connection with exercise of stock options	347		347
Common stock issued in registered direct offering (in shares)		20,325,204
Common stock issued in registered direct offering	121,951	$ 2	121,949
Fees and expenses — sale of common stock	(347)		(347)
Stock based compensation expense	20,082		20,082
Net loss for the period	$ (187,364)			(187,364)
Ending balance (in shares) at Sep. 30, 2017	224,954,941	224,954,941
Ending balance at Sep. 30, 2017	$ (1,669)	$ 23	$ 768,664	$ (770,356)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows From Operating Activities:
Net loss	$ (187,364)	$ (138,740)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	121	193
Amortization of deferred debt costs and debt discount	1,014	4,658
Accretion of back-end facility fee	21	0
Loss on disposal of property and equipment	44	0
Stock-based compensation expense	20,082	8,494
Interest expense — Payment-in-kind (PIK)	765	0
Change in fair value of derivative instruments—warrants	(216)	(151)
Common stock issued for interest on Notes	0	2,445
Debt conversion expense	1,209	25,615
Changes in operating assets and liabilities:
Accounts receivable	(5,036)	0
Inventories	(7,405)	0
Security deposit	25	0
Prepaid expenses and other current assets	(7,671)	1,561
Accounts payable and accrued expenses	2,145	3,452
Deferred revenues, net	1,927	0
Accrued interest expense on senior convertible notes	287	486
Total Adjustments	7,312	46,753
Net Cash used in Operating Activities	(180,052)	(91,987)
Cash Flows From Investing Activities:
Net sales of available-for-sale securities	0	50,097
Additions to property and equipment	(48)	(297)
Net Cash (used in) provided by Investing Activities	(48)	49,800
Cash Flows From Financing Activities:
Proceeds of sale of common stock	121,951	89,845
Proceeds from borrowings, net of issuance costs	95,140	0
Payment for deferred financing costs	(1,591)	0
Fees and expenses — note conversions	0	(434)
Fees and expenses — sale of common stock	(347)	0
Proceeds from exercise of stock options	347	213
Net Cash provided by Financing Activities	215,500	89,624
Net increase in cash and cash equivalents	35,400	47,437
Cash and cash equivalents at beginning of period	82,387	61,653
Cash and cash equivalents at end of period	117,787	109,090
Supplementary disclosure of cash flow information:
Cash paid for interest on senior convertible notes	698	2,969
Cash paid for taxes	20	45
Supplementary disclosure of non-cash investing and financing activities:
Conversion of senior convertible notes to Synergy Common Stock	4,912	82,274
Amount added to principal of term loan for Payment-in-kind (PIK) interest	765	0
Non-cash tenant improvement allowance	$ 587	$ 0

Business Overview

Business Overview	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Overview	Business Overview Synergy Pharmaceuticals Inc. ("the Company" or "Synergy") is a biopharmaceutical company focused on the development and commercialization of novel gastrointestinal (GI) therapies. The Company pioneered the discovery, research and development efforts around analogs of uroguanylin, a naturally occurring and endogenous human GI peptide, for the treatment of GI diseases and disorders. Synergy discovered, is developing, and controls 100% worldwide rights to its proprietary uroguanylin based GI platform. Net cash used in operating activities was approximately $180.1 million for the nine months ended September 30, 2017 . As of September 30, 2017 , Synergy had approximately $117.8 million of cash and cash equivalents. During the nine months ended September 30, 2017 , Synergy incurred losses from operations of approximately $187.4 million . As of September 30, 2017 , Synergy had working capital of approximately $110.5 million . Recent Developments On September 1, 2017, Synergy entered into a senior secured term loan of up to $300 million with CRG Servicing LLC, as administrative and collateral agent, and the lenders and guarantors party thereto (the "Term Loan"). The Term Loan is available for working capital and general corporate purposes. The Company borrowed $100 million at time of closing. The Term Loan provides for future borrowings, subject to the satisfaction of certain financial and revenue milestones and other borrowing conditions as follows: (i) an additional $100 million on or before February 28, 2018, and (ii) up to two additional tranches of up to $50 million each on or before March 29, 2019. The Term Loan has a maturity date of June 30, 2025, unless prepaid earlier. The Term Loan bears interest at a rate equal to 9.5% per annum, with quarterly, interest-only payments until June 30, 2022, subject to extension through the maturity date upon the Company’s satisfaction of certain conditions. At the Company’s option, until June 30, 2019, a portion of the interest payments may be paid in kind, and thereby added to the principal. Following, the interest-only period, the Term Loans will amortize in equal quarterly installments unless entirely payable at maturity. On January 31, 2017, Synergy entered into an underwriting agreement with Cantor Fitzgerald & Co., as representative of the several underwriters, to issue and sell 20,325,204 shares of common stock of the Company in an underwritten public offering pursuant to a Registration Statement on Form S-3 (File No. 333-205484) and a related prospectus supplement filed with the Securities and Exchange Commission (the “Offering”). The public offering price was $6.15 per share of Common Stock. The Offering closed on February 6, 2017, yielding net proceeds of approximately $121.6 million , after deducting underwriting discounts and commissions and offering expenses payable by the Company. On February 28, 2017, Synergy received consents from certain holders of its Notes to enter into a Supplemental Indenture which eliminated certain restrictive covenants from the Indenture related to the Notes. The restrictive covenants eliminated from the Indenture were Limitation on Indebtedness, Future Financing Rights for Certain Investors and Licensing Limitations. On February 28, 2017, Synergy entered into the Supplemental Indenture with Wells Fargo, N.A., as trustee and paid an aggregate of approximately $1.6 million to such holders for the consent. These fees associated with the debt modification were accounted for under Accounting Standards Codification ("ASC") 470-50 and are amortized using the effective interest method over the remaining term of the debt. In March 2017, Synergy exchanged approximately $4.9 million aggregate principal amount of the Notes for approximately 1.8 million shares of its common stock, with approximately 1.6 million shares representing the conversion price of $3.11 pursuant to the existing terms of the Notes. As of September 30, 2017 , approximately $18.6 million of the Notes remain outstanding. The Company recognized a debt conversion expense of $1.2 million representing 0.2 million shares during the quarter ended March 31, 2017.

Basis of Presentation, Accounti

Basis of Presentation, Accounting Policies and Going Concern	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation, Accounting Policies and Going Concern	Basis of Presentation, Accounting Policies and Going Concern These unaudited condensed consolidated financial statements include Synergy and its wholly-owned subsidiary Synergy Advanced Pharmaceuticals, Inc. These unaudited condensed consolidated financial statements have been prepared following the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) for interim reporting, which permit reduced disclosures for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary to present fairly Synergy’s interim financial information. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2016 contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2017 . All intercompany balances and transactions have been eliminated. Notwithstanding the Company's recent debt and equity financings, Synergy may be required to raise additional capital within the next year to continue the development and commercialization of current product candidates and to continue to fund operations at the current cash expenditure levels. Synergy cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that Synergy raises additional funds by issuing equity securities, Synergy’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact Synergy’s ability to conduct business. If Synergy is unable to raise additional capital when required or on acceptable terms, Synergy may have to (i) significantly delay, scale back or discontinue the development and/or commercialization of one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that Synergy would otherwise seek to develop or commercialize on unfavorable terms. Synergy's consolidated financial statements as of December 31, 2016 and its unaudited condensed consolidated financial statements as of September 30, 2017 have been prepared under the assumption that the Company will continue as a going concern for the next twelve months. Synergy's independent registered public accounting firm has issued a report as of December 31, 2016 that includes an explanatory paragraph referring to the Company's recurring and continuing losses from operations and expressing substantial doubt in the Company's ability to continue as a going concern without additional capital becoming available. Synergy's ability to continue as a going concern is dependent upon its ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate significant revenue. Synergy's consolidated financial statements as of December 31, 2016 and its unaudited condensed consolidated financial statements as of and for the period ended September 30, 2017 do not include any adjustments that might result from the unfavorable outcome of this uncertainty. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP and the rules and regulations of the SEC requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. Accounts Receivable The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables primarily related to amounts due from 3rd party customers for the sale of TRULANCE. The Company believes that credit risks associated with these customers are not significant. To date, the Company has no t had any write-offs of bad debt, and the Company did no t have an allowance for doubtful accounts as of September 30, 2017 . Inventories Inventories consist of finished goods, work in process and raw materials and are stated at the lower of cost or net realizable value with cost determined under the first-in, first-out basis. Synergy capitalizes inventories manufactured in preparation for initiating sales of a product candidate when the related product candidate is considered to have a high likelihood of regulatory approval and the related costs are expected to be recoverable through sales of the inventories. In determining whether or not to capitalize such inventories, Synergy evaluates, among other factors, information regarding the product candidate's safety and efficacy, the status of regulatory submissions and communications with regulatory authorities and the outlook for commercial sales. In addition, Synergy evaluates risks associated with manufacturing the product candidate and the remaining shelf life of the inventories. Costs associated with developmental products prior to satisfying the inventory capitalization criteria are charged to research and development expense as incurred. There is a risk inherent in these judgments and any changes in these judgments may have a material impact on Synergy's financial results in future periods. In July 2015, the FASB issued an accounting standard update (ASU No. 2015-11) intended to simplify the measurement of inventory by requiring inventory to be measured at the lower of cost or net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, etc. The Company adopted this standard as of January 1, 2017, which had no impact on the consolidated financial statements. Revenue recognition Synergy recognizes revenue from sales of TRULANCE when the earnings process is complete, which under Accounting Standards Codification ASC 605, Revenue Recognition is when revenue is realized or realizable and earned, there is persuasive evidence a revenue arrangement exists, delivery of goods or services has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Until Synergy has the ability to reliably estimate returns of TRULANCE from its customers, revenue will be recognized based on patient prescriptions, and not based on sales to distributors. Product sales that are not yet accounted through patient prescriptions are classified as deferred revenues, net. Product sales are recorded net of all sales related deductions, including but not limited to: customer loyalty programs, trade discounts, fee for service agreements, sales returns and allowances, commercial and government rebates, and chargebacks. The Company estimates these sales deductions based on contractual terms, historical payment experience, third party data, estimated utilization or redemption rates, government regulations, and customer inventory levels. Accruals for trade discounts, fee for service agreements and chargebacks are reflected as a direct reduction of accounts receivable and accruals for commercial and government rebates and customer loyalty programs are reflected as accrued expenses. Cost of Goods Sold Cost of goods sold (“COGS”) includes (i) direct cost of manufacturing and packaging drug product and (ii) technical operations overhead costs which are generally more fixed in nature, including salaries, benefits, consulting, stability testing and other services. Technical operations are responsible for planning, coordinating, and executing the Company’s inventory production plan and ensuring that product quality satisfies FDA requirements. Costs incurred by the technical operations organization are recorded as expense in the period in which they are incurred. Certain direct costs associated with pre-commercial inventory, other than packaging, were expensed prior to receiving FDA approval. (See Inventories in Footnote 2 "Basis of Presentation, Accounting Policies and Going Concern").

Recent Accounting Pronouncement

Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2017
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board ("IASB") issued a comprehensive new revenue recognition standard ASC 606 Revenue From Contracts With Customers. The new standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard is designed to create greater comparability for financial statement users across industries, jurisdictions and capital markets and also requires enhanced disclosures. The new standard will be effective for the Company beginning January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company has substantially completed its assessment of customer contracts under the new revenue recognition standard for its sole revenue stream, product sales. Synergy will adopt the new standard using the modified retrospective method in 2018 and will provide enhanced financial statement disclosure related to adoption, comprehensive disclosure about contracts with customers (i.e. disaggregation of revenue, contract balances, performance obligations) and significant judgments used in applying the new guidance. Upon adoption, the Company will recognize revenue upon shipment of product to the customer, net of variable consideration (including an estimate for returns). The Company's ability to estimate the impact of adoption is dependent upon knowing the amount of product sales that are not yet consumed through prescriptions at time of adoption. Accordingly, the Company cannot reasonably estimate the impact at time of adoption of the new standard on our financial statements at this time. In May 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” which clarifies when a change to terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the vesting condition, fair value or the award classification is not the same both before and after a change to the terms and conditions of the award. The new guidance is effective on a prospective basis beginning on January 1, 2018 and early adoption is permitted. The Company does not expect the adoption of this standard to have an impact on its consolidated financial statements. In March 2016, FASB issued Accounting Standards Update ("ASU") No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” ("ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company adopted this ASU during the fourth quarter of 2016 and due to losses, the excess tax benefits will not affect expense since these amounts have not, and will not be applicable. The Company is also continuing its policy to estimate the forfeiture rate after adoption of this ASU. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The adoption of ASU 2016-02 is not expected to have a material impact on the Company’s consolidated financial statements and disclosures except upon initial adoption.

Cash and cash equivalents

Cash and cash equivalents	9 Months Ended
	Sep. 30, 2017
Cash, Cash Equivalents, and Short-term Investments [Abstract]
Cash and cash equivalents	Cash and cash equivalents All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. As of September 30, 2017 and December 31, 2016 , the amount of cash and cash equivalents was $117.8 million and $82.4 million , respectively and consists of checking accounts and short-term U.S. Treasury money market mutual funds. Checking accounts are held at U.S. commercial banks, and balances were in excess of the FDIC insurance limit.

Inventory

Inventory	9 Months Ended
	Sep. 30, 2017
Inventory Disclosure [Abstract]
Inventory	Inventory Inventory as of September 30, 2017 and December 31, 2016 consisted of the following: September 30, 2017 December 31, 2016 Raw Materials $ 4,213 $ 5,347 Work-in-process 5,597 293 Finished goods 3,235 — Inventories $ 13,045 $ 5,640

Debt

Debt	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Debt	Debt Convertible Notes On November 3, 2014, Synergy closed a private offering of $200.0 million aggregate principal amount of 7.50% Convertible Senior Notes due 2019, (the "Notes"), including the full exercise of the over-allotment option granted to the initial purchasers to purchase an additional $25.0 million aggregate principal amount of the Notes, interest payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2015. The net proceeds from the offering were $187.3 million after deducting the initial purchasers’ discounts and offering expenses. The Notes will mature on November 1, 2019, unless earlier purchased or converted. The Notes are convertible, at any time, into shares of Synergy’s common stock at an initial conversion rate of 321.5434 shares per $1,000 principal amount of notes, which is equivalent to the original conversion price of $3.11 per share. Initial purchaser's discounts and offering expenses associated with the sale of the Notes of $12.7 million have been deferred and are being recognized as expense over the expected term of the Notes, calculated using the effective interest rate method. The remaining deferred debt costs have been presented as a reduction of the Notes in accordance with the newly adopted ASU No. 2015-3 “ Simplifying the Presentation of Debt Issuance Costs” . On March 18, 2016 Synergy entered into an agreement (the "Exchange") for the exchange of $79.8 million in aggregate principal amount of the Notes, representing approximately 50% of the outstanding aggregate principal amount of Notes, for 35.3 million shares of Synergy's common stock, with a total of 25.6 million shares representing the conversion price of $3.11 pursuant to the existing terms of the Notes. The Company recognized a debt conversion expense of approximately $25.6 million representing 9.6 million shares for the quarter ended March 31,2016. In November 2016 Synergy exchanged $55.7 million in aggregate principal amount of the Notes, representing approximately 70% of the outstanding aggregate principal amount of Notes, for 20.5 million shares of Synergy's common stock, with a total of 17.9 million shares representing the conversion price of $3.11 pursuant to the existing terms of the Notes. The Company recognized a debt conversion expense of approximately $14.5 million representing 2.6 million shares for the quarter ended December 31, 2016. On February 28, 2017, Synergy received consents from certain holders of its Notes to enter into a Supplemental Indenture which eliminates certain restrictive covenants from the Indenture related to the Notes. The restrictive covenants eliminated from the Indenture are Limitation on Indebtedness, Future Financing Rights for Certain Investors and Licensing Limitations. On February 28, 2017, Synergy entered into the Supplemental Indenture with Wells Fargo, N.A., as trustee and paid an aggregate of approximately $1.6 million to such holders for the consent. These fees associated with the debt modification were accounted for under Accounting Standards Codification ("ASC") 470-50 and amortized using the effective interest method over the remaining term of the debt. In March 2017, Synergy exchanged approximately $4.9 million aggregate principal amount of the Notes for approximately 1.8 million shares of its common stock, with approximately 1.6 million shares representing the conversion price of $3.11 pursuant to the existing terms of the Notes. As of September 30, 2017 , approximately $18.6 million of the Notes remain outstanding. The Company recognized a debt conversion expense of approximately $1.2 million representing 0.2 million shares for the quarter ended March 31, 2017. A summary of quarterly activity and balances associated with the Notes and related deferred debt costs is presented below ($ in thousands): Notes Balance Deferred Debt Costs Notes, net of Balance, December 31, 2016 $ 23,514 $ 849 $ 22,665 Deferred financing cost related to debt modification on February 28, 2017 1,591 (1,591 ) Less: amortization three months ended March 31, 2017 (1) (608 ) 608 Conversions (4,911 ) — (4,911 ) Balance, March 31, 2017 18,603 1,832 16,771 Less: amortization of deferred financing cost for the three months ended June 30, 2017 (59 ) 59 Less: amortization of debt modification cost for the three months ended June 30, 2017 (118 ) 118 Balance, June 30, 2017 $ 18,603 $ 1,655 $ 16,948 Less: amortization of deferred financing cost for the three months ended September 30, 2017 (59 ) 59 Less: amortization of debt modification cost for the three months ended September 30, 2017 (118 ) 118 Balance, September 30, 2017 $ 18,603 $ 1,478 $ 17,125 _____________________ (1) Includes accelerated amortization of deferred debt costs attributable to conversions and exchanges Long term debt, net On September 1, 2017, Synergy Pharmaceuticals Inc. entered into a senior secured term loan of up to $300 million with CRG Servicing LLC, as administrative and collateral agent, and the lenders and guarantors party thereto (the "Term Loan"). The Term Loan is available for working capital and general corporate purposes. The Company borrowed $100 million at time of closing. The Term Loan provides for future borrowings, subject to the satisfaction of certain financial and revenue milestones, including, as described in the Term Loan, the requirement to have a certain minimum balance of cash and cash equivalents on hand as of January 31, 2018, and other borrowing conditions, as follows: (i) an additional $100 million on or before February 28, 2018, and (ii) up to 2 additional tranches of up to $50 million each on or before March 29, 2019. The Term Loan has a maturity date of June 30, 2025, unless earlier prepaid. The Term Loan bears interest at a rate equal to 9.50% per annum, with quarterly, interest-only payments until June 30, 2022, subject to extension through the maturity date upon the Company’s satisfaction of certain conditions. At the Company’s option, until June 30, 2019, a portion of the interest payments may be paid in kind, and thereby added to the principal. Following, the interest-only period, the Term Loan will amortize in equal quarterly installments unless entirely payable at maturity. The obligations under the Term Loan are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in (i) all tangible and intangible assets of the Company and the Subsidiary Guarantors, except for certain customary excluded property, and (ii) all of the capital stock owned by the Company and Subsidiary Guarantors (limited, in the case of the stock of certain non-U.S. subsidiaries of the Company and certain U.S. subsidiaries substantially all of whose assets consist of equity interests in non-U.S. subsidiaries, to 65% of the capital stock of such subsidiaries, subject to certain exception). The obligations under the Term Loan are guaranteed by Synergy Advanced Pharmaceuticals, Inc. and each of the Company’s future direct and indirect subsidiaries (other than certain subsidiaries whose guarantee would result in material adverse tax consequences, subject to certain exceptions). The Term Loan contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. Further, the Term Loan contains customary negative covenants limiting the ability of the Company and its subsidiaries, among other things, to incur future debt, grant liens, make investments, make acquisitions, make certain restricted payments and sell assets, subject to certain exceptions. In addition, the Term Loan requires the Company to comply with a minimum market capitalization covenant, maintain its status as a national exchange listed company, a daily minimum liquidity covenant and an annual revenue requirement based on the sales of TRULANCE. The Term Loan may be prepaid by the Company at any time, subject to a prepayment premium of up to 40% of the principal amount, depending on the date of prepayment. Upon the occurrence of certain events relating to asset sales above a specified threshold or in the event of a change of control transaction, the Company may also be required to prepay all or a part of the outstanding principal and interest under the Term Loan in addition to the prepayment premium described above on the principal amount prepaid. Upon payment of the Term Loan at maturity or prepayment on any earlier date, a back-end facility fee will apply to the amounts paid or prepaid. As of September 30, 2017 , the Company was in compliance with all applicable covenants. As of September 30, 2017 , principal and PIK payments under the Term Loan were as follows: Period Ending December 31, Principal and PIK Loan Repayments 2017 — 2018 — 2019 — 2020 — 2021 and thereafter 100,000 100,000 Add: Accretion of back-end facility fee 21 Add: PIK interest 765 100,786 Less: Debt financing costs, net of amortization (4,809 ) Balance at September 30, 2017 $ 95,977

Accounting for Shared-based Pay

Accounting for Shared-based Payments	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Accounting for Shared-based Payments	Accounting for Share-based Payments Stock Options ASC Topic 718 “Compensation—Stock Compensation” requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. Synergy accounts for shares of common stock, stock options and warrants issued to employees based on the fair value of the stock, stock option or warrant, if that value is more reliably measurable than the fair value of the consideration or services received. The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505-50 “ Equity -Based Payment to Non-Employees” and accordingly the value of the stock compensation to non-employees is based upon the measurement date as determined at either; a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly the fair value of these options is being “marked to market” quarterly until the measurement date is determined. Synergy adopted the 2008 Equity Compensation Incentive Plan (the “2008 Plan”) during the quarter ended September 30, 2008. Stock options granted under the 2008 Plan typically vest after three years of continuous service from the grant date and have a contractual term of ten years . On June 8, 2015, Synergy amended its 2008 Plan and increased the number of shares of its common stock reserved for issuance under the Plan from 15,000,000 to 30,000,000 . Synergy adopted the 2017 Equity Incentive Plan (the “2017 Plan”) during the quarter ended June 30, 2017. The number of shares of its common stock reserved for issuance under the 2017 Plan is 9,000,000 and no grants have been awarded as of September 30, 2017 . In June 2017, the Company modified 2,159,500 stock options, which were previously granted as change of control options, to become immediately vested. The Company recorded a charge of $6.8 million during the three months ended June 30, 2017. There are no outstanding change of control options as of June 30, 2017. Stock-based compensation has been recognized in operating results as follows: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended ($ in thousands) 2017 2016 2017 2016 Included in research and development $ 477 $ 961 $ 2,270 $ 2,555 Included in selling, general and administrative 3,411 3,624 17,812 5,939 Total stock-based compensation expense $ 3,888 $ 4,585 $ 20,082 $ 8,494 The unrecognized compensation cost related to non-vested stock options outstanding at September 30, 2017 , net of expected forfeitures, was approximately $16.7 million to be recognized over a weighted-average remaining vesting period of approximately 1.16 years . The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions during the periods indicated. Nine Months Ended Nine Months Ended Risk-free interest rate 1.85%-2.24% 1.13%-1.74% Dividend yield — — Expected volatility 62%-73% 50 % Expected term (in years) 6 years 6 years A summary of stock option activity and of changes in stock options outstanding under the Plan is presented below: Number of Options Exercise Price Per Share Weighted Average Exercise Price Per Share Intrinsic Value (in thousands) Weighted Average Remaining Contractual Term Balance outstanding, December 31, 2016 27,867,171 $0.44-9.12 $ 3.78 $ 65,618 7.1 years Granted 2,133,000 $3.79 4.93 — Exercised (99,978 ) $0.50-5.34 5.48 201 Forfeited (1,089,402 ) $2.61-7.91 4.64 — Balance outstanding, September 30, 2017 28,810,791 $0.44-9.12 $ 3.89 $ 7,936 6.2 years Exercisable, at September 30, 2017 (1) 20,041,157 $0.44-9.12 $ 4.36 $ 7,936 5.1 years __________________________ (1) Includes 2,159,500 change of control stock options that were modified to immediately vest during June 2017.

Stockholders_ (Deficit)_Equity

Stockholders’ (Deficit)/Equity	9 Months Ended
	Sep. 30, 2017
Stockholders' Equity Note [Abstract]
Stockholders’ (Deficit)/Equity	Stockholders’ (Deficit)/Equity On May 5, 2016 , Synergy announced that it had entered into definitive agreements with certain institutional investors to sell 29,948,334 shares of common stock at a price of $3.00 per share. The shares were offered and sold directly to institutional investors by the Company in a registered direct offering conducted without an underwriter or placement agent. The gross proceeds from the offering were approximately $89.8 million . The offering closed on May 6, 2016. From January 1, 2016 through December 31, 2016 warrants to purchase 2,430,657 shares of common stock were exercised, yielding proceeds to the Company of $11.3 million . On January 31, 2017, Synergy entered into an underwriting agreement with Cantor Fitzgerald & Co., as representative of several underwriters, to issue and sell 20,325,204 shares of common stock of the Company in an underwritten public offering pursuant to a Registration Statement on Form S-3 (File No. 333-205484) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “Offering”). The public offering price was $6.15 per share of Common Stock. The Offering closed on February 6, 2017, yielding net proceeds of approximately $121.6 million , after deducting underwriting discounts and commissions and offering expenses payable by the Company.

Research and Development Expens

Research and Development Expense	9 Months Ended
	Sep. 30, 2017
Research and Development [Abstract]
Research and Development Expense	Research and Development Expense Research and development costs include expenditures in connection with the Company's research and development laboratory, salaries and staff costs, application and filing for regulatory approval of proposed products, regulatory and scientific consulting fees, as well as contract research, patient costs, drug formulation and tableting, data collection, monitoring, and clinical trial insurance. In accordance with FASB ASC Topic 730-10-55, Research and Development , Synergy recorded $0.1 million in prepaid research and development costs as of September 30, 2017 and approximately $0.5 million as of December 31, 2016 , for nonrefundable advances for production of drug substance and analytical testing services for its drug candidates. In accordance with this guidance, Synergy expenses these costs when drug compound is delivered and services are performed. The Company recorded inventory, manufactured for sale of a product candidate, when the product candidate was considered to have a high likelihood of regulatory approval and the related costs are expected to be recoverable through sales. In determining whether or not to record such inventories, the Company evaluated, among other factors, information regarding the product candidate's safety and efficacy, the status of regulatory submissions and communications with regulatory authorities and the outlook for commercial sales. Prior to October 1, 2016, all costs associated with batches of inventory, manufactured for sale, were charged to research and development as incurred. Beginning in the fourth quarter of 2016, Synergy began capitalizing inventory costs for TRULANCE in preparation for its planned launch in the U.S. The Company will record inventory, manufactured for sale of a product candidate, when the product candidate is considered to have a high likelihood of regulatory approval and the related costs are expected to be recoverable through sales. In determining whether or not to record such inventories, the Company evaluates, among other factors, information regarding the product candidate's safety and efficacy, the status of regulatory submissions and communications with regulatory authorities and the outlook for commercial sales.

Derivative Financial Instrument

Derivative Financial Instruments	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	Derivative Financial Instruments Synergy Derivative Financial Instruments Effective January 1, 2009, the Company adopted provisions of ASC Topic 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity” (“ASC Topic 815-40”). ASC Topic 815-40 clarifies the determination of whether an instrument issued by an entity (or an embedded feature in the instrument) is indexed to an entity’s own stock, which would qualify as a scope exception under ASC Topic 815-10. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, Synergy has determined that certain warrants issued in connection with sale of its common stock must be classified as derivative instruments. In accordance with ASC Topic 815-40, these warrants are also being re-measured at each balance sheet date based on estimated fair value, and any resultant changes in fair value are being recorded in the Company’s statement of operations. The Company estimates the fair value of certain warrants using the Black-Scholes option pricing model in order to determine the associated derivative instrument liability and change in fair value described above. The range of assumptions used to determine the fair value of the warrants at each period end was: September 30, 2017 September 30, 2016 Fair value of Synergy common stock $ 2.90 $ 5.51 Expected warrant term 0.4 years 1.4 years Risk-free interest rate 1.13 % 0.68 % Expected volatility 40 % 40 % Dividend yield — — Fair value of stock is the closing market price of the Company’s common stock at the end of each reporting period when the derivative instruments are marked to market. Expected volatility is a management estimate of future volatility, over the expected warrant term, based on historical volatility of Synergy’s common stock. The warrants have a transferability provision and based on guidance provided in SAB 107 for instruments issued with such a provision, Synergy used the full contractual term as the expected term of the warrants. The risk free rate is based on the U.S. Treasury security rates for maturities consistent with the expected remaining term of the warrants at the date quarterly revaluation. The following table sets forth the components of changes in the Synergy’s outstanding warrants which were deemed derivative financial instruments and the associated liability balance for the periods indicated: Date Description Warrants Derivative Instrument Liability (in thousands) 12/31/2016 Balance of derivative financial instruments liability 210,000 $ 216 3/31/2017 Change in fair value of warrants during the three months ended March 31, 2017 (122 ) 6/30/2017 Change in fair value of warrants during the three months ended June 30, 2017 (39 ) 9/30/2017 Change in fair value of warrants during the three months ended September 30, 2017 (55 ) 9/30/2017 Balance of derivative financial instruments liability 210,000 $ —

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Financial instruments consist of cash and cash equivalents, accounts payable and derivative instruments. These financial instruments are stated at their respective historical carrying amounts, which approximate fair value due to their short term nature. The value of Senior Convertible Notes and the Term Loan is stated at carrying value at September 30, 2017 . The Company believes it could obtain borrowings at September 30, 2017 with comparable terms as the November 2014 Notes and the Term Loan, therefore, the carrying value approximates fair value. The following table presents the Company’s liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2016 and September 30, 2017 : ($ in thousands) Description Quoted Prices Significant Significant Balance as of December 31, 2016 Quoted Prices Significant Significant Balance as of Derivative liabilities related to Warrants $ — $ — $ 216 $ 216 $ — $ — $ — $ — The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the nine months ended September 30, 2017 : ($ in thousands) Description Balance as of December 31, 2016 (Gain) or loss Expiration of Balance as of Derivative liabilities related to Warrants $ 216 $ (216 ) $ — $ — The unrealized gains or losses on the derivative liabilities are recorded as a change in fair value of derivative liabilities in the Company’s statement of operations. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, Synergy reviews the assets and liabilities that are subject to ASC Topic 815-40. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3.

Loss per Share

Loss per Share	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Loss per Share	Loss per Share Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share, (“ASC Topic 260”) for periods presented. In accordance with ASC Topic 260, basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Diluted weighted-average shares are the same as basic weighted-average shares because shares issuable pursuant to the exercise of stock options and warrants would be antidilutive. The following table sets forth potential common shares issuable upon the exercise of outstanding options, the exercise of warrants, and the conversion of the Senior Convertible Notes, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be antidilutive, including the impact on dilutive net loss per share of in-the-money warrants as per ASC 260-10-45-35 through ASC 260-10-45-37: Nine Months Ended Nine Months Ended Stock Options 28,810,791 26,737,930 Warrants 869,688 4,726,822 Senior Convertible Notes 5,981,672 25,460,450 Total shares issuable upon exercise or conversion 35,662,151 56,925,202

Basis of Presentation, Accoun19

Basis of Presentation, Accounting Policies and Going Concern (Policies)	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	These unaudited condensed consolidated financial statements include Synergy and its wholly-owned subsidiary Synergy Advanced Pharmaceuticals, Inc. These unaudited condensed consolidated financial statements have been prepared following the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) for interim reporting, which permit reduced disclosures for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments necessary to present fairly Synergy’s interim financial information. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2016 contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2017 . All intercompany balances and transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP and the rules and regulations of the SEC requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates.
Accounts Receivable	Accounts Receivable The Company makes judgments as to its ability to collect outstanding receivables and provides an allowance for receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices not specifically reviewed. The Company’s receivables primarily related to amounts due from 3rd party customers for the sale of TRULANCE. The Company believes that credit risks associated with these customers are not significant.
Inventories	Inventories Inventories consist of finished goods, work in process and raw materials and are stated at the lower of cost or net realizable value with cost determined under the first-in, first-out basis. Synergy capitalizes inventories manufactured in preparation for initiating sales of a product candidate when the related product candidate is considered to have a high likelihood of regulatory approval and the related costs are expected to be recoverable through sales of the inventories. In determining whether or not to capitalize such inventories, Synergy evaluates, among other factors, information regarding the product candidate's safety and efficacy, the status of regulatory submissions and communications with regulatory authorities and the outlook for commercial sales. In addition, Synergy evaluates risks associated with manufacturing the product candidate and the remaining shelf life of the inventories. Costs associated with developmental products prior to satisfying the inventory capitalization criteria are charged to research and development expense as incurred. There is a risk inherent in these judgments and any changes in these judgments may have a material impact on Synergy's financial results in future periods. In July 2015, the FASB issued an accounting standard update (ASU No. 2015-11) intended to simplify the measurement of inventory by requiring inventory to be measured at the lower of cost or net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, etc. The Company adopted this standard as of January 1, 2017, which had no impact on the consolidated financial statements.
Revenue Recognition	Revenue recognition Synergy recognizes revenue from sales of TRULANCE when the earnings process is complete, which under Accounting Standards Codification ASC 605, Revenue Recognition is when revenue is realized or realizable and earned, there is persuasive evidence a revenue arrangement exists, delivery of goods or services has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. Until Synergy has the ability to reliably estimate returns of TRULANCE from its customers, revenue will be recognized based on patient prescriptions, and not based on sales to distributors. Product sales that are not yet accounted through patient prescriptions are classified as deferred revenues, net. Product sales are recorded net of all sales related deductions, including but not limited to: customer loyalty programs, trade discounts, fee for service agreements, sales returns and allowances, commercial and government rebates, and chargebacks. The Company estimates these sales deductions based on contractual terms, historical payment experience, third party data, estimated utilization or redemption rates, government regulations, and customer inventory levels. Accruals for trade discounts, fee for service agreements and chargebacks are reflected as a direct reduction of accounts receivable and accruals for commercial and government rebates and customer loyalty programs are reflected as accrued expenses.
Cost of Goods Sold	Cost of Goods Sold Cost of goods sold (“COGS”) includes (i) direct cost of manufacturing and packaging drug product and (ii) technical operations overhead costs which are generally more fixed in nature, including salaries, benefits, consulting, stability testing and other services. Technical operations are responsible for planning, coordinating, and executing the Company’s inventory production plan and ensuring that product quality satisfies FDA requirements. Costs incurred by the technical operations organization are recorded as expense in the period in which they are incurred. Certain direct costs associated with pre-commercial inventory, other than packaging, were expensed prior to receiving FDA approval. (See Inventories in Footnote 2 "Basis of Presentation, Accounting Policies and Going Concern")
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board ("IASB") issued a comprehensive new revenue recognition standard ASC 606 Revenue From Contracts With Customers. The new standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The standard is designed to create greater comparability for financial statement users across industries, jurisdictions and capital markets and also requires enhanced disclosures. The new standard will be effective for the Company beginning January 1, 2018. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company has substantially completed its assessment of customer contracts under the new revenue recognition standard for its sole revenue stream, product sales. Synergy will adopt the new standard using the modified retrospective method in 2018 and will provide enhanced financial statement disclosure related to adoption, comprehensive disclosure about contracts with customers (i.e. disaggregation of revenue, contract balances, performance obligations) and significant judgments used in applying the new guidance. Upon adoption, the Company will recognize revenue upon shipment of product to the customer, net of variable consideration (including an estimate for returns). The Company's ability to estimate the impact of adoption is dependent upon knowing the amount of product sales that are not yet consumed through prescriptions at time of adoption. Accordingly, the Company cannot reasonably estimate the impact at time of adoption of the new standard on our financial statements at this time. In May 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting,” which clarifies when a change to terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the vesting condition, fair value or the award classification is not the same both before and after a change to the terms and conditions of the award. The new guidance is effective on a prospective basis beginning on January 1, 2018 and early adoption is permitted. The Company does not expect the adoption of this standard to have an impact on its consolidated financial statements. In March 2016, FASB issued Accounting Standards Update ("ASU") No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” ("ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company adopted this ASU during the fourth quarter of 2016 and due to losses, the excess tax benefits will not affect expense since these amounts have not, and will not be applicable. The Company is also continuing its policy to estimate the forfeiture rate after adoption of this ASU. In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued ASU 2016-02 to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a lessee will recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-to-use asset representing its right to use the underlying asset for the lease term. The amendments of this ASU are effective for reporting periods beginning after December 15, 2018, with early adoption permitted. An entity will be required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The adoption of ASU 2016-02 is not expected to have a material impact on the Company’s consolidated financial statements and disclosures except upon initial adoption.

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2017
Inventory Disclosure [Abstract]
Schedule of inventory	Inventory as of September 30, 2017 and December 31, 2016 consisted of the following: September 30, 2017 December 31, 2016 Raw Materials $ 4,213 $ 5,347 Work-in-process 5,597 293 Finished goods 3,235 — Inventories $ 13,045 $ 5,640

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of activity and balances associated with the Notes and related deferred transaction costs	A summary of quarterly activity and balances associated with the Notes and related deferred debt costs is presented below ($ in thousands): Notes Balance Deferred Debt Costs Notes, net of Balance, December 31, 2016 $ 23,514 $ 849 $ 22,665 Deferred financing cost related to debt modification on February 28, 2017 1,591 (1,591 ) Less: amortization three months ended March 31, 2017 (1) (608 ) 608 Conversions (4,911 ) — (4,911 ) Balance, March 31, 2017 18,603 1,832 16,771 Less: amortization of deferred financing cost for the three months ended June 30, 2017 (59 ) 59 Less: amortization of debt modification cost for the three months ended June 30, 2017 (118 ) 118 Balance, June 30, 2017 $ 18,603 $ 1,655 $ 16,948 Less: amortization of deferred financing cost for the three months ended September 30, 2017 (59 ) 59 Less: amortization of debt modification cost for the three months ended September 30, 2017 (118 ) 118 Balance, September 30, 2017 $ 18,603 $ 1,478 $ 17,125 _____________________ (1) Includes accelerated amortization of deferred debt costs attributable to conversions and exchanges
Schedule of principal and PIK payments under the Term Loan	As of September 30, 2017 , principal and PIK payments under the Term Loan were as follows: Period Ending December 31, Principal and PIK Loan Repayments 2017 — 2018 — 2019 — 2020 — 2021 and thereafter 100,000 100,000 Add: Accretion of back-end facility fee 21 Add: PIK interest 765 100,786 Less: Debt financing costs, net of amortization (4,809 ) Balance at September 30, 2017 $ 95,977

Accounting for Shared-based P22

Accounting for Shared-based Payments (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of stock-based compensation expense	Stock-based compensation has been recognized in operating results as follows: Three Months Ended Three Months Ended Nine Months Ended Nine Months Ended ($ in thousands) 2017 2016 2017 2016 Included in research and development $ 477 $ 961 $ 2,270 $ 2,555 Included in selling, general and administrative 3,411 3,624 17,812 5,939 Total stock-based compensation expense $ 3,888 $ 4,585 $ 20,082 $ 8,494
Schedule of weighted-average assumptions used to estimate fair value of stock option awards using the Black-Scholes option valuation model	The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions during the periods indicated. Nine Months Ended Nine Months Ended Risk-free interest rate 1.85%-2.24% 1.13%-1.74% Dividend yield — — Expected volatility 62%-73% 50 % Expected term (in years) 6 years 6 years
Summary of stock option activity and of changes in stock options outstanding under the Plan	A summary of stock option activity and of changes in stock options outstanding under the Plan is presented below: Number of Options Exercise Price Per Share Weighted Average Exercise Price Per Share Intrinsic Value (in thousands) Weighted Average Remaining Contractual Term Balance outstanding, December 31, 2016 27,867,171 $0.44-9.12 $ 3.78 $ 65,618 7.1 years Granted 2,133,000 $3.79 4.93 — Exercised (99,978 ) $0.50-5.34 5.48 201 Forfeited (1,089,402 ) $2.61-7.91 4.64 — Balance outstanding, September 30, 2017 28,810,791 $0.44-9.12 $ 3.89 $ 7,936 6.2 years Exercisable, at September 30, 2017 (1) 20,041,157 $0.44-9.12 $ 4.36 $ 7,936 5.1 years __________________________ (1) Includes 2,159,500 change of control stock options that were modified to immediately vest during June 2017.

Derivative Financial Instrume23

Derivative Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of range of assumptions used to determine the fair value of the warrants	The range of assumptions used to determine the fair value of the warrants at each period end was: September 30, 2017 September 30, 2016 Fair value of Synergy common stock $ 2.90 $ 5.51 Expected warrant term 0.4 years 1.4 years Risk-free interest rate 1.13 % 0.68 % Expected volatility 40 % 40 % Dividend yield — —
Schedule of changes in derivative financial instruments and associated liability balance	The following table sets forth the components of changes in the Synergy’s outstanding warrants which were deemed derivative financial instruments and the associated liability balance for the periods indicated: Date Description Warrants Derivative Instrument Liability (in thousands) 12/31/2016 Balance of derivative financial instruments liability 210,000 $ 216 3/31/2017 Change in fair value of warrants during the three months ended March 31, 2017 (122 ) 6/30/2017 Change in fair value of warrants during the three months ended June 30, 2017 (39 ) 9/30/2017 Change in fair value of warrants during the three months ended September 30, 2017 (55 ) 9/30/2017 Balance of derivative financial instruments liability 210,000 $ —

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Schedule of liabilities that are measured and recognized at fair value on a recurring basis	The following table presents the Company’s liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of December 31, 2016 and September 30, 2017 : ($ in thousands) Description Quoted Prices Significant Significant Balance as of December 31, 2016 Quoted Prices Significant Significant Balance as of Derivative liabilities related to Warrants $ — $ — $ 216 $ 216 $ — $ — $ — $ —
Summary of changes in the fair value of Level 3 liabilities	The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the nine months ended September 30, 2017 : ($ in thousands) Description Balance as of December 31, 2016 (Gain) or loss Expiration of Balance as of Derivative liabilities related to Warrants $ 216 $ (216 ) $ — $ —

Loss per Share (Tables)

Loss per Share (Tables)	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Schedule of potential common shares excluded from the computation of diluted weighted average shares outstanding	The following table sets forth potential common shares issuable upon the exercise of outstanding options, the exercise of warrants, and the conversion of the Senior Convertible Notes, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be antidilutive, including the impact on dilutive net loss per share of in-the-money warrants as per ASC 260-10-45-35 through ASC 260-10-45-37: Nine Months Ended Nine Months Ended Stock Options 28,810,791 26,737,930 Warrants 869,688 4,726,822 Senior Convertible Notes 5,981,672 25,460,450 Total shares issuable upon exercise or conversion 35,662,151 56,925,202

Business Overview (Details)

Business Overview (Details)	Sep. 01, 2017USD ($)tranche	Feb. 28, 2017USD ($)	Feb. 06, 2017USD ($)	Jan. 31, 2017$ / sharesshares	Mar. 18, 2016USD ($)$ / sharesshares	Mar. 31, 2017USD ($)shares	Nov. 30, 2016USD ($)shares	Sep. 30, 2017USD ($)	Mar. 31, 2017USD ($)shares	Dec. 31, 2016USD ($)shares	Sep. 30, 2016USD ($)	Mar. 31, 2016USD ($)shares	Sep. 30, 2017USD ($)shares	Sep. 30, 2016USD ($)	Dec. 31, 2015USD ($)	Nov. 03, 2014USD ($)$ / shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net cash (used in) operating activities													$ (180,052,000)	$ (91,987,000)
Cash and cash equivalents								$ 117,787,000		$ 82,387,000	$ 109,090,000		117,787,000	109,090,000	$ 61,653,000
Net loss from operations								48,871,000			40,243,000		187,364,000	138,740,000
Working capital								110,500,000					110,500,000
Subsidiary, Sale of Stock [Line Items]
Proceeds of sale of common stock													121,951,000	89,845,000
Payment for indenture consent		$ 1,600,000
Debt conversion amount													4,912,000	82,274,000
Debt conversion expense								0	$ 1,209,000		$ 0		$ 1,209,000	$ 25,615,000
Common Shares
Subsidiary, Sale of Stock [Line Items]
Shares sold in private placement (in shares) | shares													20,325,204
Debt conversion expense (in shares) | shares									200,000				212,800
Convertible Senior Notes Due 2019
Subsidiary, Sale of Stock [Line Items]
Debt conversion amount					$ 79,800,000	$ 4,900,000	$ 55,700,000		$ 4,911,000
Number of shares issued on conversion of debt (in shares) | shares					35,300,000	1,800,000	20,500,000
Debt conversion per original conversion price (in shares) | shares						1,600,000				2,600,000		9,600,000
Conversion price (in dollars per share) | $ / shares					$ 3.11											$ 3.11
Aggregate principal amount								$ 18,600,000					$ 18,600,000			$ 200,000,000
Debt conversion expense										$ 14,500,000		$ 25,600,000
Public Stock Offering
Subsidiary, Sale of Stock [Line Items]
Shares sold in private placement (in shares) | shares				20,325,204
Shares issued (in dollars per share) | $ / shares				$ 6.15
Proceeds of sale of common stock			$ 121,600,000
CRG Servicing LLC | Secured Debt | Line of Credit | Term Loan
Subsidiary, Sale of Stock [Line Items]
Maximum borrowing capacity (up to)	$ 300,000,000
Proceeds from line of credit	100,000,000
Remaining borrowing capacity	$ 100,000,000
Interest rate per annum	9.50%
CRG Servicing LLC | Secured Debt | Line of Credit | Tranche One | Term Loan
Subsidiary, Sale of Stock [Line Items]
Remaining borrowing capacity	$ 50,000,000
Number of tranches | tranche	2
CRG Servicing LLC | Secured Debt | Line of Credit | Tranche Two | Term Loan
Subsidiary, Sale of Stock [Line Items]
Remaining borrowing capacity	$ 50,000,000
Number of tranches | tranche	2

Basis of Presentation, Accoun27

Basis of Presentation, Accounting Policies and Going Concern (Details)	9 Months Ended
	Sep. 30, 2017USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Allowance for loan and lease losses, write-offs	$ 0
Allowance for doubtful accounts receivable	$ 0

Cash and cash equivalents (Deta

Cash and cash equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Cash, Cash Equivalents, and Short-term Investments [Abstract]
Cash and cash equivalents	$ 117,787	$ 82,387	$ 109,090	$ 61,653

Inventory (Details)

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Raw Materials	$ 4,213	$ 5,347
Work-in-process	5,597	293
Finished goods	3,235	0
Inventories	$ 13,045	$ 5,640

Debt - Senior Convertible Notes

Debt - Senior Convertible Notes (Details) - USD ($)	Feb. 28, 2017	Mar. 18, 2016	Nov. 03, 2014	Mar. 31, 2017	Nov. 30, 2016	Sep. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Mar. 31, 2016	Sep. 30, 2017	Sep. 30, 2016	Nov. 01, 2014
Debt Instrument [Line Items]
Net proceeds from offering											$ 95,140,000	$ 0
Debt conversion amount											4,912,000	82,274,000
Debt conversion expense						$ 0	$ 1,209,000		$ 0		$ 1,209,000	$ 25,615,000
Payment for indenture consent	$ 1,600,000
Common Shares
Debt Instrument [Line Items]
Debt conversion expense (in shares)							200,000				212,800
Convertible Senior Notes Due 2019
Debt Instrument [Line Items]
Aggregate principal amount			$ 200,000,000			$ 18,600,000					$ 18,600,000
Interest rate			7.50%
Additional aggregate principal amount pertaining to the over-allotment option granted			$ 25,000,000
Net proceeds from offering			$ 187,300,000
Conversion rate (per $1,000 principal amount of notes)		0.3215434
Conversion price (in dollars per share)		$ 3.11	$ 3.11
Transactions costs													$ 12,700,000
Debt conversion amount		$ 79,800,000		$ 4,900,000	$ 55,700,000		$ 4,911,000
Percent of principal converted		50.00%			70.00%
Number of shares issued on conversion of debt (in shares)		35,300,000		1,800,000	20,500,000
Number of shares issued on conversion price excluding share issued for accrued interest (in shares)		25,600,000			17,900,000
Debt conversion expense								$ 14,500,000		$ 25,600,000
Debt conversion per original conversion price (in shares)				1,600,000				2,600,000		9,600,000

Debt - Schedule of Activity and

Debt - Schedule of Activity and Balances Associated with the Notes and Related Deferred Transaction Costs (Details) - USD ($) $ in Thousands	Feb. 28, 2017	Mar. 18, 2016	Mar. 31, 2017	Nov. 30, 2016	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2017	Sep. 30, 2016
Convertible Notes And Deferred Transaction Costs[Roll forward]
Less: amortization of deferred financing cost								$ (1,014)	$ (4,658)
Conversions								(4,912)	$ (82,274)
Convertible Senior Notes Due 2019
Convertible Notes And Deferred Transaction Costs[Roll forward]
Notes Balance, beginning of period					$ 18,603	$ 18,603	$ 23,514	23,514
Deferred Debt Costs, beginning of period					1,655	1,832	849	849
Notes, net of Deferred Debt Costs, beginning of period					16,948	16,771	22,665	22,665
Less: amortization of deferred financing cost					(59)	(59)	(608)
Conversions		$ (79,800)	$ (4,900)	$ (55,700)			(4,911)
Notes Balance, end of period			18,603		18,603	18,603	18,603	18,603
Deferred Debt Costs, end of period			1,832		1,478	1,655	1,832	1,478
Less: amortization of debt modification cost	$ (1,591)				(118)	(118)
Notes, net of Deferred Debt Costs, end of period			$ 16,771		$ 17,125	$ 16,948	$ 16,771	$ 17,125

Debt - Long Term Debt, Net (Det

Debt - Long Term Debt, Net (Details) - CRG Servicing LLC - Secured Debt - Line of Credit - Term Loan	Sep. 01, 2017USD ($)tranche
Debt Instrument [Line Items]
Maximum borrowing capacity (up to)	$ 300,000,000
Proceeds from line of credit	100,000,000
Remaining borrowing capacity	$ 100,000,000
Interest rate per annum	9.50%
Covenant, perfected interest, percentage of capital stock of subsidiaries	65.00%
Covenant, prepayment premium, percentage of principal amount	40.00%
Tranche One
Debt Instrument [Line Items]
Remaining borrowing capacity	$ 50,000,000
Number of tranches | tranche	2
Tranche Two
Debt Instrument [Line Items]
Remaining borrowing capacity	$ 50,000,000
Number of tranches | tranche	2

Debt - Schedule of Principal an

Debt - Schedule of Principal and PIK Interest Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Balance at September 30, 2017	$ 95,977	$ 0
CRG Servicing LLC | Secured Debt | Line of Credit | Term Loan
Debt Instrument [Line Items]
2,017	0
2,018	0
2,019	0
2,020	0
2021 and thereafter	100,000
Long-term debt, gross	100,000
Add: Accretion of back-end facility fee	21
Add: PIK interest	765
Long-term debt, including unamortized discount	100,786
Less: Debt financing costs, net of amortization	(4,809)
Balance at September 30, 2017	$ 95,977

Accounting for Shared-based P34

Accounting for Shared-based Payments - Stock Options (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended
	Jun. 30, 2017	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Jun. 08, 2015	Jun. 07, 2015
Shared-based payments
Total stock-based compensation expense		$ 3,888		$ 4,585	$ 20,082	$ 8,494
Research and development | Employee
Shared-based payments
Total stock-based compensation expense		477		961	2,270	2,555
General and administrative | Employee
Shared-based payments
Total stock-based compensation expense		$ 3,411		$ 3,624	$ 17,812	$ 5,939
2008 Equity Compensation Incentive Plan
Shared-based payments
Number of shares reserved under the plan (in shares)							30,000,000	15,000,000
2017 Equity Incentive Plan
Shared-based payments
Number of shares reserved under the plan (in shares)		9,000,000			9,000,000
Granted (in shares)		0
Stock Options
Shared-based payments
Vesting period					3 years
Contractual term					10 years
Number of stock options which vest upon a change of control (in shares)	2,159,500
Share-based compensation expense			$ 6,800
Unrecognized compensation cost related to non-vested employee stock options, net of expected forfeitures		$ 16,700			$ 16,700
Weighted-average remaining vesting period over which unrecognized compensation cost is to be recognized					1 year 1 month 28 days
Weighted-average assumptions used to estimate fair value of stock option awards using the Black-Scholes option valuation model
Risk-free interest rate, minimum					1.85%	1.13%
Risk-free interest rate, maximum					2.24%	1.74%
Dividend yield					0.00%	0.00%
Expected volatility						50.00%
Expected term					6 years	6 years
Stock Options | Minimum
Weighted-average assumptions used to estimate fair value of stock option awards using the Black-Scholes option valuation model
Expected volatility					62.00%
Stock Options | Maximum
Weighted-average assumptions used to estimate fair value of stock option awards using the Black-Scholes option valuation model
Expected volatility					73.00%

Accounting for Shared-based P35

Accounting for Shared-based Payments - Schedule of Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2017	Sep. 30, 2017	Dec. 31, 2016
Weighted Average Remaining Contractual Term
Number of stock options which vest upon a change of control (in shares)	2,159,500
$0.44-9.12
Number of Options
Balance outstanding, beginning of period (in shares)		27,867,171
Balance outstanding, end of period (in shares)		28,810,791	27,867,171
Exercisable at the end of the period (in shares)		20,041,157
Exercise Price Per Share
Exercise price, low end of the range (in dollars per share)		$ 0.44	$ 0.44
Exercise price, high end of the range (in dollars per share)		9.12	9.12
Weighted Average Exercise Price Per Share
Balance outstanding, beginning of period (in dollars per share)		3.78
Balance outstanding, end of period (in dollars per share)		3.89	$ 3.78
Exercisable at the end of the period (in dollars per share)		$ 4.36
Intrinsic Value
Outstanding		$ 7,936	$ 65,618
Exercisable, end of period		$ 7,936
Weighted Average Remaining Contractual Term
Balance		6 years 2 months 9 days	7 years 1 month 6 days
Exercisable at the end of the period		5 years 1 month 10 days
$ 3.79
Number of Options
Granted (in shares)		2,133,000
Exercise Price Per Share
Exercise price, high end of the range (in dollars per share)		$ 3.79
Weighted Average Exercise Price Per Share
Granted (in dollars per share)		$ 4.93
$0.50-5.34
Number of Options
Exercised (in shares)		(99,978)
Exercise Price Per Share
Exercise price, low end of the range (in dollars per share)		$ 0.5
Exercise price, high end of the range (in dollars per share)		5.34
Weighted Average Exercise Price Per Share
Exercised (in dollars per share)		$ 5.48
Intrinsic Value
Exercised		$ 201
$2.61-7.91
Number of Options
Forfeited (in shares)		(1,089,402)
Exercise Price Per Share
Exercise price, low end of the range (in dollars per share)		$ 2.61
Exercise price, high end of the range (in dollars per share)		7.91
Weighted Average Exercise Price Per Share
Forfeited (in dollars per share)		$ 4.64

Stockholders_ (Deficit)_Equity

Stockholders’ (Deficit)/Equity (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 06, 2017	Jan. 31, 2017	May 06, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Debt Instrument [Line Items]
Net proceeds from private placement				$ 121,951	$ 89,845
Proceeds from exercise of warrants						$ 11,300
Warrants
Debt Instrument [Line Items]
Exercise of warrants (in shares)						2,430,657
Private Placement
Debt Instrument [Line Items]
Shares sold in private placement (in shares)			29,948,334
Shares issued (in dollars per share)			$ 3
Net proceeds from private placement			$ 89,800
Public Stock Offering
Debt Instrument [Line Items]
Shares sold in private placement (in shares)		20,325,204
Shares issued (in dollars per share)		$ 6.15
Net proceeds from private placement	$ 121,600

Research and Development Expe37

Research and Development Expense (Details) - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Research and Development [Abstract]
Prepaid research and development costs	$ 0.1	$ 0.5

Derivative Financial Instrume38

Derivative Financial Instruments - Range of Assumptions (Details) - Derivative instrument liability - Warrants - Black-Scholes option pricing model - $ / shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Range of assumptions used to determine the fair value of the warrants
Fair value of Synergy common stock (in dollars per share)	$ 2.9	$ 5.51
Expected warrant term	4 months 24 days	1 year 4 months 24 days
Risk-free interest rate	1.13%	0.68%
Expected volatility	40.00%	40.00%
Dividend yield	0.00%	0.00%

Derivative Financial Instrume39

Derivative Financial Instruments - Changes in Outstanding Warrants (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Changes in derivative instrument liability
Balance at the beginning of the period			$ 216		$ 216
Change in fair value of warrants during the quarter	$ (55)			$ 87	(216)	$ (151)
Balance at the end of the period	$ 0				$ 0
Derivative instrument liability
Derivative Financial Instruments
Balance of warrants outstanding (in shares)	210,000				210,000		210,000
Changes in derivative instrument liability
Balance at the beginning of the period			216		$ 216
Change in fair value of warrants during the quarter	$ (55)	$ (39)	$ (122)
Balance at the end of the period	$ 0				$ 0

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value of Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities related to Warrants	$ 0	$ 216
Derivative instrument liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities related to Warrants	0	216
Fair value on a recurring basis | Warrants | Derivative instrument liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities related to Warrants	0	216
Fair value on a recurring basis | Warrants | Derivative instrument liability | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liabilities related to Warrants	$ 0	$ 216

Fair Value Measurements - Level

Fair Value Measurements - Level 3 Roll Forward (Details) - Warrants - Derivative instrument liability $ in Thousands	9 Months Ended
	Sep. 30, 2017USD ($)
Changes in the fair value of Level 3 liabilities
Balance as of December 31, 2016	$ 216
(Gain) or loss recognized in earnings from Change in Fair Value	(216)
Expiration of warrants	0
Balance as of September 30, 2017	$ 0

Loss per Share (Details)

Loss per Share (Details) - shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Loss per Share
Total shares issuable upon exercise or conversion (in shares)	35,662,151	56,925,202
Stock Options
Loss per Share
Total shares issuable upon exercise or conversion (in shares)	28,810,791	26,737,930
Warrants
Loss per Share
Total shares issuable upon exercise or conversion (in shares)	869,688	4,726,822
Senior Convertible Notes
Loss per Share
Total shares issuable upon exercise or conversion (in shares)	5,981,672	25,460,450