Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 06, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'SafeStitch Medical, Inc. | ' |
Entity Central Index Key | '0000876378 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 168,396,174 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Sales | $362 | $531 | $1,212 | $1,741 |
Operating Expenses | ' | ' | ' | ' |
Cost of goods sold | 2,059 | 1,077 | 4,096 | 3,465 |
Research and development | 2,909 | 1,228 | 7,855 | 4,552 |
Sales and marketing | 437 | 1,025 | 1,490 | 2,991 |
General and administrative | 1,279 | 777 | 2,665 | 2,176 |
Merger expenses | 2,891 | 0 | 2,891 | 0 |
Total Operating Expenses | 9,575 | 4,107 | 18,997 | 13,184 |
Operating Loss | -9,213 | -3,576 | -17,785 | -11,443 |
Other (Expense) Income | ' | ' | ' | ' |
Remeasurement of fair value of preferred stock warrant liability | -1,800 | 0 | -1,800 | 0 |
Interest expense, net | -252 | -94 | -742 | -251 |
Total Other (Expense) Income, net | -2,052 | -94 | -2,542 | -251 |
Net Loss | -11,265 | -3,670 | -20,327 | -11,694 |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive loss | ($11,265) | ($3,670) | ($20,327) | ($11,694) |
Net loss per share - basic and diluted (in dollars per share) | ($0.21) | ($0.68) | ($0.95) | ($2.17) |
Weighted average common shares outstanding - basic and diluted (in shares) | 52,921 | 5,391 | 21,409 | 5,391 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets | ' | ' |
Cash and cash equivalents | $23,829 | $8,896 |
Short-term investments | 1,104 | 907 |
Accounts receivable, net | 294 | 536 |
Accounts receivable - related party | 24 | 0 |
Interest receivable | 10 | 16 |
Inventory, net | 766 | 1,382 |
Other current assets | 1,033 | 235 |
Total Current Assets | 27,060 | 11,972 |
Restricted cash | 375 | 375 |
Property and equipment, net | 1,823 | 1,767 |
Intellectual property, net | 2,866 | 3,241 |
Trade names | 10 | 0 |
Goodwill | 93,670 | 0 |
Other long term assets | 129 | 205 |
Total Assets | 125,933 | 17,560 |
Current Liabilities | ' | ' |
Accounts payable | 2,567 | 515 |
Related party payable | 0 | 6 |
Accrued expenses | 1,078 | 538 |
Note payable - current portion | 3,795 | 1,519 |
Total Current Liabilities | 7,440 | 2,578 |
Long Term Liabilities | ' | ' |
Preferred stock warrant liability | 0 | 109 |
Note payable - less current portion | 5,604 | 8,481 |
Total Liabilities | 13,044 | 11,168 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Common stock | 168 | 5 |
Additional paid-in capital | 172,757 | 1,288 |
Accumulated deficit | -90,233 | -69,906 |
Total Stockholders' Equity (Deficit) | 112,889 | -68,613 |
Total Liabilities, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) | 125,933 | 17,560 |
Series A Redeemable Convertible Preferred Stock [Member] | ' | ' |
Long Term Liabilities | ' | ' |
Redeemable Convertible Preferred Stock | 0 | 19,885 |
Series B Redeemable Convertible Preferred Stock [Member] | ' | ' |
Long Term Liabilities | ' | ' |
Redeemable Convertible Preferred Stock | 0 | 40,016 |
Series B-1 Redeemable Convertible Preferred Stock [Member] | ' | ' |
Long Term Liabilities | ' | ' |
Redeemable Convertible Preferred Stock | 0 | 15,104 |
Series B Convertible Preferred Stock [Member] | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Preferred stock | $30,197 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Stockholders Equity | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 225,000,000 | 113,000,000 |
Common stock, shares issued | 167,504,447 | 4,674,495 |
Common stock, shares outstanding | 167,504,447 | 4,674,495 |
Series A Redeemable Convertible Preferred Stock [Member] | ' | ' |
Stockholders Equity | ' | ' |
Redeemable convertible preferred stock, par value (in dollars per share) | ' | $0.00 |
Redeemable convertible preferred stock, shares authorized | ' | 5,734,402 |
Redeemable convertible preferred stock, shares issued | ' | 5,696,261 |
Redeemable convertible preferred stock, shares outstanding | ' | 5,696,261 |
Series B Redeemable Convertible Preferred Stock [Member] | ' | ' |
Stockholders Equity | ' | ' |
Redeemable convertible preferred stock, par value (in dollars per share) | ' | $0.00 |
Redeemable convertible preferred stock, shares authorized | ' | 11,504,298 |
Redeemable convertible preferred stock, shares issued | ' | 11,489,972 |
Redeemable convertible preferred stock, shares outstanding | ' | 11,489,972 |
Series B-1 Redeemable Convertible Preferred Stock [Member] | ' | ' |
Stockholders Equity | ' | ' |
Redeemable convertible preferred stock, par value (in dollars per share) | ' | $0.00 |
Redeemable convertible preferred stock, shares authorized | ' | 48,454,545 |
Redeemable convertible preferred stock, shares issued | ' | 45,998,220 |
Redeemable convertible preferred stock, shares outstanding | ' | 45,998,220 |
Series B Convertible Preferred Stock [Member] | ' | ' |
Stockholders Equity | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | ' |
Preferred stock, shares authorized | 25,000,000 | ' |
Preferred stock, shares issued | 7,569,704.40 | ' |
Preferred stock, shares outstanding | 7,569,704.40 | ' |
Consolidated_Statements_of_Pre
Consolidated Statements of Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Series A Preferred Stock | Series B Preferred Stock | Series B-1 Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
In Thousands | |||||||
Beginning Balance at Dec. 31, 2012 | ($68,613) | $19,885 | $40,016 | $15,104 | $5 | $1,288 | ($69,906) |
Beginning Balance, Shares at Dec. 31, 2012 | ' | 5,696 | 11,490 | 45,998 | 4,675 | ' | ' |
Accretion of issuance costs | -40 | 0 | 31 | 9 | 0 | -40 | 0 |
Stock-based compensation | 484 | 0 | 0 | 0 | 0 | 484 | 0 |
Exercise of stock options | 34 | 0 | 0 | 0 | 0 | 34 | ' |
Exercise of stock options, Shares | ' | 0 | 0 | 0 | 53 | ' | ' |
Exercise of warrants | 50 | 0 | 0 | 0 | 0 | 50 | 0 |
Exercise of warrants, Shares | ' | 0 | 0 | 0 | 150 | ' | ' |
Reverse acquisition recapitalization adjustment | 169,195 | -19,885 | -40,047 | -15,113 | 163 | 169,032 | ' |
Reverse acquisition recapitalization adjustment, Shares | ' | -5,696 | -11,490 | -45,998 | 162,895 | ' | ' |
Redemption of TransEnterix shares for cash to non-accredited investors | ' | ' | ' | ' | 0 | ' | ' |
Redemption of TransEnterix shares for cash to non-accredited investors, Shares | ' | ' | ' | ' | 271 | ' | ' |
Conversion of preferred stock warrants to common stock warrants | 1,909 | ' | ' | ' | ' | 1,909 | ' |
Issuance of Preferred Stock | 30,197 | ' | 30,197 | ' | ' | ' | ' |
Issuance of Preferred Stock, Shares | ' | ' | 7,570 | ' | ' | ' | ' |
Net loss | -20,327 | ' | ' | ' | ' | ' | -20,327 |
Ending Balance at Sep. 30, 2013 | $112,889 | $0 | $30,197 | $0 | $168 | $172,757 | ($90,233) |
Ending Balance, Share at Sep. 30, 2013 | ' | 0 | 7,570 | 0 | 167,502 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Operating Activities | ' | ' |
Net loss | ($20,327) | ($11,694) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ' | ' |
Depreciation and amortization | 1,064 | 1,444 |
Amortization of debt issuance costs | 78 | 23 |
Remeasurement of fair value of preferred stock warrant liability | 1,800 | 0 |
Accretion/amortization of bond discount/premium | -1 | 1 |
Stock-based compensation | 484 | 274 |
Gain on disposal of property and equipment | 32 | 4 |
Impairment loss on property and equipment | 304 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 251 | -232 |
Interest receivable | 6 | -62 |
Inventory | 667 | -282 |
Other current and long term assets | -527 | -122 |
Accounts payable | 1,444 | -351 |
Related party payable | 173 | -10 |
Accrued expenses | 505 | 125 |
Net cash and cash equivalents used in operating activities | -14,047 | -10,901 |
Investing Activities | ' | ' |
Purchase of investments | -1,104 | -4,702 |
Proceeds from sale and maturities of investments | 907 | 0 |
Cash received in acquisition of a business, net of cash paid | 305 | 0 |
Purchase of property and equipment | -724 | -92 |
Proceeds from sale of property and equipment | 0 | 49 |
Net cash and cash equivalents used in investing activities | -616 | -4,745 |
Financing Activities | ' | ' |
Proceeds from issuance of debt | 1,998 | 4,000 |
Payment of debt | -601 | 0 |
Proceeds from issuance of preferred stock, net of issuance costs | 28,199 | 268 |
Proceeds from exercise of stock options | 0 | 3 |
Net cash and cash equivalents provided by financing activities | 29,596 | 4,271 |
Net increase (decrease) in cash and cash equivalents | 14,933 | -11,375 |
Cash and Cash Equivalents, beginning of period | 8,896 | 14,004 |
Cash and Cash Equivalents, end of period | 23,829 | 2,629 |
Supplemental Disclosure for Cash Flow Information | ' | ' |
Interest paid | 625 | 219 |
Supplemental Schedule of Noncash Investing and Financing Activities | ' | ' |
Issuance of preferred stock warrants and debt issuance costs | 128 | 63 |
Conversion of bridge notes to preferred stock | 1,998 | 0 |
Conversion of preferred stock warrants to common stock warrants | $1,909 | $0 |
Description_of_Business
Description of Business | 9 Months Ended | |
Sep. 30, 2013 | ||
Business Combination, Description [Abstract] | ' | |
Description of Business | ' | |
1 | Description of Business | |
SafeStitch Medical, Inc., a Delaware corporation (“SafeStitch”), was originally incorporated in August 1988 as NCS Ventures Corp., after which SafeStitch’s name was changed to Cellular Technical Services Company, Inc. (“Cellular Technical”). On September 4, 2007, SafeStitch acquired SafeStitch LLC, and, in January 2008, Cellular Technical changed its name to SafeStitch Medical, Inc. On September 3, 2013, SafeStitch consummated a merger with TransEnterix, Inc. (“TransEnterix”) in which a wholly owned subsidiary of the Company merged with TransEnterix, with TransEnterix being the surviving entity (the “Merger”). As such, the term the “Company” refers to the combined enterprise of SafeStitch Medical, Inc. and TransEnterix, the term “SafeStitch” refers to the business of SafeStitch Medical, Inc. prior to the Merger and the term “TransEnterix” refers to the business of TransEnterix, Inc., prior to the Merger. See Note 14 for a description of the Merger and the related transactions. The Merger is being treated as a reverse acquisition for financial accounting and reporting purposes, with SafeStitch as the acquired entity and TransEnterix as the acquirer. As a result, the assets and liabilities and the historical operations that are reflected in the Company’s financial statements filed with the SEC are those of TransEnterix, and the Company’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of TransEnterix and SafeStitch effective September 3, 2013. Effective September 3, 2013, the Company is headquartered in Morrisville, North Carolina. | ||
The Company is a medical device company that is focused on the development and commercialization of a robotic assisted surgical system called the SurgiBot™ System (“SurgiBot”). The SurgiBot utilizes flexible instruments through articulating channels controlled directly by the surgeon, with robotic assistance, at the patient’s bedside. The flexible nature of the SurgiBot allows for multiple instruments to be introduced and deployed through a single space, thereby offering room for visualization and manipulation once in the body. The SurgiBot also integrates three-dimensional, or 3-D, high definition vision technology. The Company has also commercialized the SPIDER® Surgical System, (the “SPIDER System”) a manual laparoscopic system in the United States, Europe and the Middle East. The SPIDER System utilizes flexible instruments and articulating channels controlled directly by the surgeon, allowing for multiple instruments to be introduced via a single small incision. The product is U.S. Food and Drug Administration cleared and has received CE Mark approval. The Company sells its products through a direct sales force and international distributors. | ||
Prior to the Merger, SafeStitch was focused on developing its Gastroplasty Device for the treatment of obesity and GERD, and has developed surgical devices, including the SMART Dilator™ and Bite Blocks, to be utilized in treating obesity, GERD, esophageal strictures and airway problems during endoscopy. SafeStitch also has a 510k cleared and CE Mark approved stapler called the AMID Hernia Fixation Device. | ||
The Company operates in one business segment. | ||
Concurrent with the closing of the Merger on September 3, 2013, the Company completed a private placement of 7,544,704.4 shares of its Series B Convertible Preferred Stock (“Preferred Stock”), par value $0.01, each share of which is convertible, subject to certain conditions, into ten (10) shares of common stock, par value $0.001 per share (“Common Stock”) for a purchase price of $4.00 per share of Preferred Stock, which was paid in cash, cancellation of certain indebtedness of TransEnterix or a combination thereof. The Company issued and sold an additional 25,000 shares of Preferred Stock within the period provided in the Securities Purchase Agreement. | ||
The Company is subject to a number of risks similar to other similarly-sized companies in the medical device industry. These risks include, without limitation, the historical lack of profitability, our ability to raise additional capital, our ability to successfully develop, clinically test and commercialize our products, the timing and outcome of the regulatory review process for our products, changes in the health care and regulatory environments of the United States and other countries in which we intend to operate, our ability to attract and retain key management, marketing and scientific personnel, competition from new entrants, our ability to successfully prepare, file, prosecute, maintain, defend and enforce patent claims and other intellectual property rights, our ability to successfully transition from a research and development company to a marketing, sales and distribution concern, and our ability to identify and pursue development of additional products. | ||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |
Sep. 30, 2013 | ||
Summary Of Significant Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
2 | Summary of Significant Accounting Policies | |
Basis of presentation | ||
The Company has prepared the accompanying unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 and the Company's Form 8-K filed with the Securities and Exchange Commission Securities Act of 1933 filed September 6, 2013. The accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair statement of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. These principles require 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The principal estimates relate to accounts receivable reserves, inventory valuation, stock-based compensation, accrued expenses, income tax valuation and purchase price accounting related to the acquisition of SafeStitch. Actual results could differ from those estimates. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. | ||
The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred operating losses and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional equity financings, debt financings and other funding transactions. There can be no assurance that the Company will be able to complete any such transaction on acceptable terms or otherwise. If the Company is unable to obtain the necessary capital, it will need to pursue a plan to license or sell its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. | ||
For a description of our critical accounting policies and estimates, please refer to the “Critical Accounting Policies and Estimates” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Form 8-K filed with the Securities and Exchange Commission Securities Act of 1933 filed September 6, 2013 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. There have been no material changes in any of our accounting policies since December 31, 2012, however the Company has adopted the following new accounting policies related to the Merger. | ||
Identifiable Intangible Assets and Goodwill | ||
Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain intangible assets are amortized over 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. | ||
Indefinite-lived intangible assets, such as goodwill are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. | ||
Debt Issuance Costs | ||
The Company capitalizes costs associated with the issuance of debt instruments and amortizes these costs to interest expense over the term of the related debt agreement using the effective yield amortization method. Unamortized debt issuance costs will be charged to operations when indebtedness under the related credit facility is repaid prior to maturity. | ||
Business Acquisitions | ||
Business acquisitions are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.” ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, “Fair Value Measurements,” as of the acquisition date. For certain assets and liabilities, book value approximates fair value. In addition, ASC 805 establishes that consideration transferred be measured at the closing date of the acquisition at the then-current market price, which may be different than the amount of consideration assumed in the pro forma financial statements. Under ASC 805, acquisition related costs (i.e., advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company are expensed in the period in which the costs are incurred. The application of the acquisition method of accounting requires the Company to make estimates and assumptions related to the estimated fair values of net assets acquired. Significant judgments are used during this process, particularly with respect to intangible assets. Generally, intangible assets are amortized over their estimated useful lives. Goodwill and other indefinite-lived intangibles are not amortized, but are annually assessed for impairment. Therefore, the purchase price allocation to intangible assets and goodwill has a significant impact on future operating results. | ||
Impact of Recently Issued Accounting Standards | ||
New accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standards setting bodies that the Company adopts according to the various timetables the FASB specifies. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s result of operations, financial position or cash flow. | ||
Income_Taxes
Income Taxes | 9 Months Ended | |
Sep. 30, 2013 | ||
Income Taxes [Abstract] | ' | |
Income Taxes | ' | |
3 | Income Taxes | |
Income taxes have been accounted for using the liability method in accordance with FASB ASC 740. The Company computes its interim provision for income taxes by applying the estimated annual effective tax rate method. The Company estimates an annual effective tax rate of 0% for the year ended December 31, 2013 as the Company incurred losses for the nine month period ended September 30, 2013 and is forecasting additional losses through the 4th quarter, resulting in an estimated net loss for both financial statement and tax purposes for the year ended December 31, 2013. Due to the Company’s history of losses, there is not sufficient evidence at this time to support the conclusion that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the net deferred tax assets have been reduced by a full valuation allowance. Therefore, no federal or state income taxes are expected and none have been recorded at this time. | ||
The Company’s effective tax rate for each of the nine month periods ended September 30, 2013 and 2012 was 0%. At September 30, 2013, the Company had no unrecognized tax benefits that would affect the Company’s effective tax rate. | ||
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 9 Months Ended | |
Sep. 30, 2013 | ||
Basic and Diluted Net Loss Per Share [Abstract] | ' | |
Net Loss Per Common Share | ' | |
4 | Net Loss Per Common Share | |
Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss available to common stockholders per common share is computed by dividing net loss by the weighted average number of common shares and dilutive potential common share equivalents then outstanding. The Company’s potential dilutive common shares, which consist of shares issuable upon the exercise of stock options, have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive. | ||
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Cash and Cash Equivalents [Abstract] | ' | |||||||
Cash and Cash Equivalents | ' | |||||||
5 | Cash and Cash Equivalents | |||||||
The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include money market funds. Cash equivalents are carried at fair market value. At September 30, 2013, the Company had $375,000 of restricted cash in a certificate of deposit securing a line of credit. Related unrealized gains and losses were not material as of September 30, 2013 and December 31, 2012. There have been no unrealized gains or losses reclassified to accumulated other comprehensive income. | ||||||||
Cash and cash equivalents and restricted cash consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Cash | $ | 1,181 | $ | 729 | ||||
Money market | $ | 22,648 | $ | 8,167 | ||||
Total cash and cash equivalents | $ | 23,829 | $ | 8,896 | ||||
Restricted cash | $ | 375 | $ | 375 | ||||
Total | $ | 24,204 | $ | 9,271 | ||||
Fair_Value
Fair Value | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ' | |||||||||||||
Fair Value | ' | |||||||||||||
6 | Fair Value | |||||||||||||
The Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These assets include available for sale securities classified as cash equivalents and preferred stock warrant liability. ASC 820-10 requires the valuation using a three-tiered approach, which requires that fair value measurements be classified and disclosed in one of three tiers. These tiers are: Level 1, defined as quoted prices in active markets for identical assets or liabilities; Level 2, defined as valuations based on observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable input data; and Level 3, defined as valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. | ||||||||||||||
For assets and liabilities recorded at fair value, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and therefore, are based primarily upon estimates, are often calculated based on the economic and competitive environment, the characteristics of the asset or liability and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. | ||||||||||||||
As prescribed by U.S. GAAP, the Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. An adjustment to the pricing method used within either Level 1 or Level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. | ||||||||||||||
The determination of where an asset or liability falls in the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures and based on various factors, it is possible that an asset or liability may be classified differently from period to period. However, the Company expects changes in classifications between levels will be rare. | ||||||||||||||
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2012, and September 30, 2013 (unaudited), using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | ||||||||||||||
December 31, 2012 | ||||||||||||||
(In thousands) | ||||||||||||||
Description | Quoted Prices in | Significant Other | Significant Unobservable | Total | ||||||||||
Active Markets for | Observable Inputs | Inputs | ||||||||||||
Identical Assets | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | December 31, 2012 | |||||||||||
Assets measured at fair value | ||||||||||||||
Cash and Cash Equivalents | $ | 8,896 | $ | - | $ | - | $ | 8,896 | ||||||
Restricted Cash | 375 | - | - | 375 | ||||||||||
Short term investments | 907 | 907 | ||||||||||||
Total Assets measured at fair value | $ | 9,271 | $ | 907 | $ | - | $ | 10,178 | ||||||
Liabilities measured at fair value | ||||||||||||||
Preferred Stock Warrant Liability | $ | - | $ | - | $ | -109 | $ | -109 | ||||||
Total Liabilities measured at fair value | $ | - | $ | - | $ | -109 | $ | -109 | ||||||
September 30, 2013 (unaudited) | ||||||||||||||
(In thousands) | ||||||||||||||
Description | Quoted Prices in | Significant Other | Significant Unobservable | Total | ||||||||||
Active Markets for | Observable Inputs | Inputs | ||||||||||||
Identical Assets | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | September 30, 2013 | |||||||||||
Assets measured at fair value | ||||||||||||||
Cash and Cash Equivalents | $ | 23,829 | $ | - | $ | - | $ | 23,829 | ||||||
Restricted Cash | 375 | - | - | 375 | ||||||||||
Short term investments | - | $ | 1,104 | $ | 1,104 | |||||||||
Total Assets measured at fair value | $ | 24,204 | $ | 1,104 | $ | - | $ | 25,308 | ||||||
Investments
Investments | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||
Investments | ' | |||||||||||||
7 | Investments | |||||||||||||
Investments consist of short-term corporate bonds carried at amortized cost using the effective interest method. The Company classifies its corporate bonds as held-to-maturity based upon management’s positive intention and ability to hold these securities until their maturity dates. The aggregate fair values of investment securities along with unrealized gains and losses determined on an individual investment security basis are as follows: | ||||||||||||||
(In thousands) | ||||||||||||||
Amortized Cost | Unrealized Gain | Unrealized (Loss) | Fair Value | |||||||||||
30-Sep-13 | ||||||||||||||
Corporate bonds | $ | 1,105 | $ | - | $ | -1 | $ | 1,104 | ||||||
December 31,2012 | ||||||||||||||
Corporate bonds | $ | 907 | $ | - | $ | - | $ | 907 | ||||||
Accounts_Receivable_Net
Accounts Receivable, Net | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Accounts Receivable, Net | ' | |||||||
8 | Accounts Receivable, Net | |||||||
The following table presents the components of accounts receivable: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Gross accounts receivable | $ | 326 | $ | 586 | ||||
Allowance for uncollectible accounts | -32 | -50 | ||||||
Total accounts receivable, net | $ | 294 | $ | 536 | ||||
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
9 | Inventories | |||||||
The following table presents the components of inventories: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Finished goods | $ | 701 | $ | 708 | ||||
Raw materials | 691 | 784 | ||||||
Work in process | 173 | - | ||||||
Reserve for excess and obsolete inventory | -799 | -110 | ||||||
Total inventories | $ | 766 | $ | 1,382 | ||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill and Intangible Assets | ' | |||||||
10 | Goodwill and Intangible Assets | |||||||
The following table presents the carrying value of the components of goodwill and intangible assets at the balance sheet dates: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Goodwill | $ | 93,670 | $ | - | ||||
Intangible assets: | ||||||||
Intellectual property | $ | 5,000 | $ | 5,000 | ||||
Tradenames | 10 | - | ||||||
Amortization of intangible assets | -2,134 | -1,759 | ||||||
Total intangible assets | $ | 2,876 | $ | 3,241 | ||||
Accrued_Expenses
Accrued Expenses | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
11 | Accrued Expenses | |||||||
The following table presents the components of accrued expenses: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Vacation | $ | 230 | $ | 66 | ||||
Bonus | 315 | - | ||||||
Vendors | 146 | 76 | ||||||
Legal and professional fees | 70 | 53 | ||||||
Interest | 69 | 43 | ||||||
Corporate credit card | 65 | 47 | ||||||
Salaries and commissions | 52 | 41 | ||||||
Rent | 50 | 82 | ||||||
Consulting | - | 67 | ||||||
Other | 81 | 63 | ||||||
Total accrued expenses | $ | 1,078 | $ | 538 | ||||
Debt
Debt | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Debt [Abstract] | ' | ||||
Debt | ' | ||||
12 | Debt | ||||
In connection with the Merger, the Company assumed and became the borrower under TransEnterix’ s outstanding credit facility pursuant to the terms of the Loan and Security Agreement, dated as of January 17, 2012, (the “Loan Agreement”) , among TransEnterix, Silicon Valley Bank, as collateral agent (the “Collateral Agent”), and Silicon Valley Bank and Oxford Finance, LLC, as lenders (the “Lenders”). The Second Amendment to Loan Agreement, dated as of September 3, 2013, amends the Loan and Security Agreement among the Collateral Agent, the lenders party thereto, and SafeStitch (as so amended, the “Amended Loan Agreement”). The Amended Loan Agreement evidences a term loan, which will mature on January 1, 2016 (the “Term Loan”). The following table presents the components of long-term debt: | |||||
September 30, | |||||
2013 | |||||
(In thousands) | |||||
(unaudited) | |||||
Total long-term debt | 9,399 | ||||
Less: Current portion of long-term debt | 3,795 | ||||
Total long-term debt, net of current portion | $ | 5,604 | |||
The Term Loan bears interest at a fixed rate equal to 8.75%. | |||||
Commencing August 2013, the Amended Loan Agreement provides for the amortization of principal (in the form of level monthly payments of principal and interest). The Term Loan will be required to be prepaid if the Term Loan is accelerated following an event of default. In addition, the Company is permitted to prepay the Term Loan in full at any time upon 10 days’ written notice to the Lenders. Upon the earliest to occur of the maturity date, acceleration of the Term Loan, or prepayment of the Term Loan, the Company is required to make a final payment equal to the original principal amount of the Term Loan multiplied by 3.33% (the “Final Payment Fee”). Any prepayment, whether mandatory or voluntary, must include the Final Payment Fee, interest at the default rate (which is the rate otherwise applicable plus 5%) with respect to any amounts past due, the Collateral Agent’s and the Lenders’ expenses, and all other obligations that are due and payable to the Collateral Agent and the Lenders. | |||||
The Amended Loan Agreement is secured by a security interest in substantially all assets of the Company and any future subsidiaries, other than intellectual property. The Amended Loan Agreement contains customary representations (tested on a continual basis) that, subject to exceptions, restrict the Company’s ability to do the following things: declare dividends or redeem or repurchase equity interests; incur additional liens; make loans and investments; incur additional indebtedness; engage in mergers, acquisitions, and asset sales; transact with affiliates; fail to appoint a chief executive officer, chief financial officer, and chief technology officer upon vacancy; undergo a change in control; add or change business locations; and engage in businesses that are not related to the Company’s existing business. | |||||
Warrants
Warrants | 9 Months Ended | |
Sep. 30, 2013 | ||
Warrants [Abstract] | ' | |
Warrants | ' | |
13 | Warrants | |
On March 22, 2013, SafeStitch entered into a stock purchase agreement (the “2013 Stock Purchase Agreement”) with approximately 17 investors (the "2013 PIPE Investors") pursuant to which the 2013 PIPE Investors agreed to purchase an aggregate of approximately 12,100,000 shares of common stock at a price of $0.25 per share for aggregate consideration of approximately $3.0 million. Included in this private placement was the issuance of PIPE Warrants to purchase approximately 6,050,000 common shares, representing one warrant for every two common shares purchased, with an exercise price of $0.33 per share and five year expiration. Among the Investors purchasing Shares were related parties who purchased 6.4 million shares and received 3.2 million warrants. During the three months ended September 30, 2013, 200,000 warrants were exercised. | ||
On January 17, 2012, TransEnterix entered into the SVB-Oxford Loan and Security Agreement with Silicon Valley Bank (“SVB”) and Oxford Finance LLC (“Oxford”). Pursuant to this agreement, TransEnterix issued warrants to SVB and Oxford on January 17, 2012 and December 21, 2012, respectively, to purchase shares of capital stock. Following the Merger, these warrants were assumed by the Company and are now exercisable for an aggregate of approximately 1,397,937 shares of Common Stock. | ||
Closing_of_Merger_and_Financin
Closing of Merger and Financing Transaction | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Merger and Financial disclosure [Abstract] | ' | ||||||||||||||||
Closing of Merger and Financing Transaction | ' | ||||||||||||||||
14 | Closing of Merger and Financing Transaction | ||||||||||||||||
On September 3, 2013, the Company consummated the Merger in which a wholly owned subsidiary of the Company merged with TransEnterix, pursuant to the Merger Agreement. Under the terms of the Merger Agreement, TransEnterix remained as the surviving corporation and as a wholly-owned subsidiary of the Company. | |||||||||||||||||
Upon the closing of the Merger, and in accordance with the terms of the Merger Agreement, the Company issued an aggregate of 105,549,746 shares of the Company’s common stock as Merger consideration and paid $293,000 to unaccredited investors in lieu of common stock. | |||||||||||||||||
During July 2013, TransEnterix issued promissory notes (the “Bridge Notes”) in the aggregate principal amount of $2.0 million, as contemplated by the Merger Agreement. The Bridge Notes bore interest at a rate of 8% per annum. The Bridge Notes were not secured by any collateral and were subordinated in right of payment to the loan evidenced by the Loan and Security Agreement dated as of January 17, 2012, among Oxford , SVB and TransEnterix. The Bridge Notes were converted into Series B preferred stock at the effective time of the Merger. | |||||||||||||||||
Concurrent with the closing of the Merger, and in accordance with the terms of a Securities Purchase Agreement, the Company issued 7,544,704.4 shares of Preferred Stock, each share of which is convertible, subject to certain conditions, into ten (10) shares of Common Stock, for a purchase price of $4.00 per share of Preferred Stock, which was paid in cash, cancellation of certain Bridge Notes of TransEnterix or a combination thereof. Pursuant to the Securities Purchase Agreement, the Company issued and sold an additional 25,000 shares of Preferred Stock within the period provided in the Securities Purchase Agreement resulting in gross proceeds to the Company of approximately $100,000. | |||||||||||||||||
At the closing of the Merger, each outstanding share of capital stock of TransEnterix was cancelled and extinguished and converted into the right to receive a portion of the Merger consideration in accordance with the Merger Agreement. The Bridge Notes were terminated at closing of the Merger, and the holders of such Bridge Notes received Merger consideration in accordance with the Merger Agreement. All stock option plans of TransEnterix, each outstanding option to purchase common stock of TransEnterix, whether vested or unvested, and each warrant to acquire capital stock of TransEnterix were assumed by the Company concurrent with the closing of the Merger. | |||||||||||||||||
The Merger effectuated on September 3, 2013 qualified as a tax-free reorganization under Section 368 of the Internal Revenue Code. As a result of the Merger, the utilization of certain tax attributes of the Company may be limited in future periods under the rules prescribed under Section 382 of the Internal Revenue Code. | |||||||||||||||||
The Company’s assets and liabilities are presented at their preliminary estimated fair values, with the excess of the purchase price over the sum of these fair values presented as goodwill. The Company has not completed the detailed valuation studies necessary to arrive at the required estimates of fair market value of its assets and liabilities and the related allocations of purchase price. The valuations of assets and liabilities are in process and are not expected to be finalized until later in 2013, as information may become available within the measurement period which indicates a potential change to these valuations. Accordingly, the final allocations of and the effects on the results of operations may differ materially from the preliminary allocations amounts included herein. | |||||||||||||||||
The following table summarizes the purchase price: | |||||||||||||||||
Common shares outstanding at the date of merger (in thousands) | 61,749 | ||||||||||||||||
Closing price per share | $ | 1.52 | |||||||||||||||
$ | 93,858 | ||||||||||||||||
Cash consideration | 293 | ||||||||||||||||
Total purchase price | $ | 94,151 | |||||||||||||||
The purchase price was allocated to the net assets acquired utilizing the methodology prescribed in ASC 805. The Company recorded goodwill of $93.7 million after recording net assets acquired at fair value as presented in the following table. | |||||||||||||||||
The following table summarizes the allocation of the purchase price to the net assets acquired (in thousands): | |||||||||||||||||
Cash and cash equivalents | $ | 597 | |||||||||||||||
Accounts receivable | 9 | ||||||||||||||||
Accounts receivable, related party | 45 | ||||||||||||||||
Inventory | 50 | ||||||||||||||||
Other current assets | 53 | ||||||||||||||||
Property and equipment | 357 | ||||||||||||||||
Other long-term asset | 2 | ||||||||||||||||
Intangible assets | 10 | ||||||||||||||||
Goodwill | 93,670 | ||||||||||||||||
Total assets acquired | $ | 94,793 | |||||||||||||||
Accounts payable and other liabilities | 642 | ||||||||||||||||
Total purchase price | $ | 94,151 | |||||||||||||||
Following the announcement of the Merger, the SafeStitch stock price increased prior to the Merger closing date of September 3, 2013, generating additional goodwill. As a result, there may be impairment in the future and the impairment of goodwill will be assessed annually. | |||||||||||||||||
The Company allocated $10,000 of the purchase price to identifiable intangible assets of tradenames that met the separability and contractual legal criterion of ASC 805. The tradename will be amortized using the straight-line method over 10 years. | |||||||||||||||||
The results of operations of SafeStitch have been included in our consolidated financial statements from the date of the acquisition. The following pro forma results of operations assume the acquisition of SafeStitch as of the beginning of 2012. The pro forma results for the nine months ended September 30, 2013 presented below reflect our historical data and the historical data of the SafeStitch business. The pro forma results of operations presented below may not be indicative of the results the Company would have achieved had the Company completed the acquisition on January 1, 2013, or that the Company may achieve in the future. | |||||||||||||||||
Historical | |||||||||||||||||
SafeStitch Medical, Inc. | Results of | Pro Forma | Pro Forma | ||||||||||||||
(the Company) | SafeStitch | SafeStitch Medical, Inc | Adjustments | Results | |||||||||||||
(in thousands) | |||||||||||||||||
Revenue | $ | 1,212 | $ | 25 | $ | 1,237 | $ | - | $ | 1,237 | |||||||
Net loss | $ | -20,327 | $ | -2,062 | $ | -22,389 | $ | - | $ | -22,389 | |||||||
Historical TransEnterix loss per | $ | -0.13 | |||||||||||||||
common share - basic | |||||||||||||||||
and diluted | |||||||||||||||||
Pro forma loss per common share - | $ | -0.13 | |||||||||||||||
basic and diluted: | |||||||||||||||||
Pro forma loss | $ | -22,389 | |||||||||||||||
Pro forma weighted average common | 167,502 | ||||||||||||||||
shares | |||||||||||||||||
Pro forma loss per common share | $ | -0.13 | |||||||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Subsequent Events [Abstract] | ' | ||||
Subsequent Events | ' | ||||
15 | Subsequent Events | ||||
On October 24, 2013, the Company entered into a new warehouse operating lease for a period of 52 months commencing in January 2014, with an option to renew for an additional six years. The future minimum lease payments for this operating lease are as follows: | |||||
Year ending December 31, | |||||
2014 | $ | 83 | |||
2015 | 114 | ||||
2016 | 117 | ||||
2017 | 121 | ||||
2018 | 124 | ||||
$ | 559 | ||||
On or about October 29, 2013, the Company received written consents in lieu of a meeting of stockholders from holders of approximately 89% of our common stock and approximately 98% of our Preferred Stock representing a majority of the total issued and outstanding shares of capital voting stock of the Company to authorize the Board to approve the following: | |||||
(1) to file an Amended and Restated Certificate of Incorporation (the “Restated Certificate) which (a) increases the number of authorized shares of Common Stock from 225,000,000 to 750,000,000 shares, and (b) makes certain other changes; | |||||
(2) to file the Restated Certificate to change the name of the Company to “TransEnterix, Inc.” (the “Name Change”); | |||||
(3) to approve the amendment and restatement of our 2007 Incentive Compensation Plan (“2007 Plan”) (a) increasing the number of shares of common stock authorized for issuance under the 2007 Plan from 5,000,000 shares of Common Stock to 24,700,000 shares of common stock, (b) increasing the per-person award limitations for Options or Stock Appreciation Rights from 1,000,000 to 2,500,000 shares and for Restricted Stock, Deferred Stock, Performance Shares and/or Other Stock-Based Awards from 500,000 to 1,000,000 shares, and (c) changing the name of the 2007 Plan to reflect the Name Change; and | |||||
(4) to approve an amendment and restatement of our Bylaws, changing the name of our Bylaws to reflect the Name Change. | |||||
The Company expects the matters approved by a majority of its common stockholders and Series B preferred stockholders to be effective by December 31, 2013. Following the effectiveness of the Restated Certificate as filed with the State of Delaware, each of the Series B Preferred Shares issued in September 2013 will automatically convert into 10 shares of common stock as set forth in the Certificate of Designation of the Series B Convertible Preferred Stock. | |||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Summary Of Significant Accounting Policies [Abstract] | ' |
Basis of presentation | ' |
Basis of presentation | |
The Company has prepared the accompanying unaudited consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 and the Company's Form 8-K filed with the Securities and Exchange Commission Securities Act of 1933 filed September 6, 2013. The accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair statement of the Company’s consolidated financial position, results of operations and cash flows for the periods presented. These principles require 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The principal estimates relate to accounts receivable reserves, inventory valuation, stock-based compensation, accrued expenses, income tax valuation and purchase price accounting related to the acquisition of SafeStitch. Actual results could differ from those estimates. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. | |
The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred operating losses and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional equity financings, debt financings and other funding transactions. There can be no assurance that the Company will be able to complete any such transaction on acceptable terms or otherwise. If the Company is unable to obtain the necessary capital, it will need to pursue a plan to license or sell its assets, seek to be acquired by another entity, cease operations and/or seek bankruptcy protection. | |
For a description of our critical accounting policies and estimates, please refer to the “Critical Accounting Policies and Estimates” section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Form 8-K filed with the Securities and Exchange Commission Securities Act of 1933 filed September 6, 2013 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. There have been no material changes in any of our accounting policies since December 31, 2012, however the Company has adopted the following new accounting policies related to the Merger. | |
Identifiable Intangible Assets and Goodwill | ' |
Identifiable Intangible Assets and Goodwill | |
Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain intangible assets are amortized over 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. | |
Indefinite-lived intangible assets, such as goodwill are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. | |
Debt Issuance Costs | ' |
Debt Issuance Costs | |
The Company capitalizes costs associated with the issuance of debt instruments and amortizes these costs to interest expense over the term of the related debt agreement using the effective yield amortization method. Unamortized debt issuance costs will be charged to operations when indebtedness under the related credit facility is repaid prior to maturity. | |
Business Acquisitions | ' |
Business Acquisitions | |
Business acquisitions are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations.” ASC 805 requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values, as determined in accordance with ASC 820, “Fair Value Measurements,” as of the acquisition date. For certain assets and liabilities, book value approximates fair value. In addition, ASC 805 establishes that consideration transferred be measured at the closing date of the acquisition at the then-current market price, which may be different than the amount of consideration assumed in the pro forma financial statements. Under ASC 805, acquisition related costs (i.e., advisory, legal, valuation and other professional fees) and certain acquisition-related restructuring charges impacting the target company are expensed in the period in which the costs are incurred. The application of the acquisition method of accounting requires the Company to make estimates and assumptions related to the estimated fair values of net assets acquired. Significant judgments are used during this process, particularly with respect to intangible assets. Generally, intangible assets are amortized over their estimated useful lives. Goodwill and other indefinite-lived intangibles are not amortized, but are annually assessed for impairment. Therefore, the purchase price allocation to intangible assets and goodwill has a significant impact on future operating results. | |
Impact of Recently Issued Accounting Standards | ' |
Impact of Recently Issued Accounting Standards | |
New accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standards setting bodies that the Company adopts according to the various timetables the FASB specifies. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s result of operations, financial position or cash flow. | |
Cash_and_Cash_Equivalents_Tabl
Cash and Cash Equivalents (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Cash and Cash Equivalents [Abstract] | ' | |||||||
Summary of Cash and Cash Equivalents | ' | |||||||
Cash and cash equivalents and restricted cash consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Cash | $ | 1,181 | $ | 729 | ||||
Money market | $ | 22,648 | $ | 8,167 | ||||
Total cash and cash equivalents | $ | 23,829 | $ | 8,896 | ||||
Restricted cash | $ | 375 | $ | 375 | ||||
Total | $ | 24,204 | $ | 9,271 | ||||
Fair_Value_Tables
Fair Value (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ' | |||||||||||||
Summary of Fair Value | ' | |||||||||||||
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2012, and September 30, 2013 (unaudited), using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | ||||||||||||||
December 31, 2012 | ||||||||||||||
(In thousands) | ||||||||||||||
Description | Quoted Prices in | Significant Other | Significant Unobservable | Total | ||||||||||
Active Markets for | Observable Inputs | Inputs | ||||||||||||
Identical Assets | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | December 31, 2012 | |||||||||||
Assets measured at fair value | ||||||||||||||
Cash and Cash Equivalents | $ | 8,896 | $ | - | $ | - | $ | 8,896 | ||||||
Restricted Cash | 375 | - | - | 375 | ||||||||||
Short term investments | - | 907 | - | 907 | ||||||||||
Total Assets measured at fair value | $ | 9,271 | $ | 907 | $ | - | $ | 10,178 | ||||||
Liabilities measured at fair value | ||||||||||||||
Preferred Stock Warrant Liability | $ | - | $ | - | $ | -109 | $ | -109 | ||||||
Total Liabilities measured at fair value | $ | - | $ | - | $ | -109 | $ | -109 | ||||||
September 30, 2013 (unaudited) | ||||||||||||||
(In thousands) | ||||||||||||||
Description | Quoted Prices in | Significant Other | Significant Unobservable | Total | ||||||||||
Active Markets for | Observable Inputs | Inputs | ||||||||||||
Identical Assets | ||||||||||||||
(Level 1) | (Level 2) | (Level 3) | September 30, 2013 | |||||||||||
Assets measured at fair value | ||||||||||||||
Cash and Cash Equivalents | $ | 23,829 | $ | - | $ | - | $ | 23,829 | ||||||
Restricted Cash | 375 | - | - | 375 | ||||||||||
Short term investments | - | $ | 1,104 | - | $ | 1,104 | ||||||||
Total Assets measured at fair value | $ | 24,204 | $ | 1,104 | $ | - | $ | 25,308 | ||||||
Investments_Tables
Investments (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||
Summary of Investment security | ' | |||||||||||||
The aggregate fair values of investment securities along with unrealized gains and losses determined on an individual investment security basis are as follows: | ||||||||||||||
(In thousands) | ||||||||||||||
Amortized Cost | Unrealized Gain | Unrealized (Loss) | Fair Value | |||||||||||
30-Sep-13 | ||||||||||||||
Corporate bonds | $ | 1,105 | $ | - | $ | -1 | $ | 1,104 | ||||||
December 31,2012 | ||||||||||||||
Corporate bonds | $ | 907 | $ | - | $ | - | $ | 907 | ||||||
Accounts_Receivable_Net_Tables
Accounts Receivable, Net (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Summary of Accounts receivable | ' | |||||||
The following table presents the components of accounts receivable: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Gross accounts receivable | $ | 326 | $ | 586 | ||||
Allowance for uncollectible accounts | -32 | -50 | ||||||
Total accounts receivable, net | $ | 294 | $ | 536 | ||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Summary of Inventories | ' | |||||||
The following table presents the components of inventories: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Finished goods | $ | 701 | $ | 708 | ||||
Raw materials | 691 | 784 | ||||||
Work in process | 173 | - | ||||||
Reserve for excess and obsolete inventory | -799 | -110 | ||||||
Total inventories | $ | 766 | $ | 1,382 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Summary of Intangible Assets and Goodwill | ' | |||||||
The following table presents the carrying value of the components of goodwill and intangible assets at the balance sheet dates: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Goodwill | $ | 93,670 | $ | - | ||||
Intangible assets: | ||||||||
Intellectual property | $ | 5,000 | $ | 5,000 | ||||
Tradenames | 10 | - | ||||||
Amortization of intangible assets | -2,134 | -1,759 | ||||||
Total intangible assets | $ | 2,876 | $ | 3,241 | ||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Summary of Accrued Expenses | ' | |||||||
The following table presents the components of accrued expenses: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
(unaudited) | ||||||||
Vacation | $ | 230 | $ | 66 | ||||
Bonus | 315 | - | ||||||
Vendors | 146 | 76 | ||||||
Legal and professional fees | 70 | 53 | ||||||
Interest | 69 | 43 | ||||||
Corporate credit card | 65 | 47 | ||||||
Salaries and commissions | 52 | 41 | ||||||
Rent | 50 | 82 | ||||||
Consulting | - | 67 | ||||||
Other | 81 | 63 | ||||||
Total accrued expenses | $ | 1,078 | $ | 538 | ||||
Debt_Tables
Debt (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Debt [Abstract] | ' | ||||
Summary of Debt | ' | ||||
The following table presents the components of long-term debt: | |||||
September 30, | |||||
2013 | |||||
(In thousands) | |||||
(unaudited) | |||||
Total long-term debt | 9,399 | ||||
Less: Current portion of long-term debt | 3,795 | ||||
Total long-term debt, net of current portion | $ | 5,604 | |||
Closing_of_Merger_and_Financin1
Closing of Merger and Financing Transaction (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Merger and Financial disclosure [Abstract] | ' | ||||||||||||||||
Summary Of Purchase Price | ' | ||||||||||||||||
The following table summarizes the purchase price: | |||||||||||||||||
Common shares outstanding at the date of merger (in thousands) | 61,749 | ||||||||||||||||
Closing price per share | $ | 1.52 | |||||||||||||||
$ | 93,858 | ||||||||||||||||
Cash consideration | 293 | ||||||||||||||||
Total purchase price | $ | 94,151 | |||||||||||||||
Summary of Business Acquisitions, by Acquisition | ' | ||||||||||||||||
The following table summarizes the allocation of the purchase price to the net assets acquired (in thousands): | |||||||||||||||||
Cash and cash equivalents | $ | 597 | |||||||||||||||
Accounts receivable | 9 | ||||||||||||||||
Accounts receivable, related party | 45 | ||||||||||||||||
Inventory | 50 | ||||||||||||||||
Other current assets | 53 | ||||||||||||||||
Property and equipment | 357 | ||||||||||||||||
Other long-term asset | 2 | ||||||||||||||||
Intangible assets | 10 | ||||||||||||||||
Goodwill | 93,670 | ||||||||||||||||
Total assets acquired | $ | 94,793 | |||||||||||||||
Accounts payable and other liabilities | 642 | ||||||||||||||||
Total purchase price | $ | 94,151 | |||||||||||||||
Summary of Business Acquisition, Pro Forma Information | ' | ||||||||||||||||
The pro forma results of operations presented below may not be indicative of the results the Company would have achieved had the Company completed the acquisition on January 1, 2013, or that the Company may achieve in the future. | |||||||||||||||||
Historical | |||||||||||||||||
SafeStitch Medical, Inc. | Results of | Pro Forma | Pro Forma | ||||||||||||||
(the Company) | SafeStitch | SafeStitch Medical, Inc | Adjustments | Results | |||||||||||||
(in thousands) | |||||||||||||||||
Revenue | $ | 1,212 | $ | 25 | $ | 1,237 | $ | - | $ | 1,237 | |||||||
Net loss | $ | -20,327 | $ | -2,062 | $ | -22,389 | $ | - | $ | -22,389 | |||||||
Historical TransEnterix loss per | $ | -0.13 | |||||||||||||||
common share - basic | |||||||||||||||||
and diluted | |||||||||||||||||
Pro forma loss per common share - | $ | -0.13 | |||||||||||||||
basic and diluted: | |||||||||||||||||
Pro forma loss | $ | -22,389 | |||||||||||||||
Pro forma weighted average common | 167,502 | ||||||||||||||||
shares | |||||||||||||||||
Pro forma loss per common share | $ | -0.13 | |||||||||||||||
Subsequent_Events_Tables
Subsequent Events (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Subsequent Events [Abstract] | ' | ||||
Operating Leases of Lessee Disclosure | ' | ||||
The future minimum lease payments for this operating lease are as follows: | |||||
Year ending December 31, | |||||
2014 | $ | 83 | |||
2015 | 114 | ||||
2016 | 117 | ||||
2017 | 121 | ||||
2018 | 124 | ||||
$ | 559 | ||||
Description_of_Business_Detail
Description of Business (Details Textual) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Common Stock [Member] | Private Placement [Member] | Private Placement [Member] | Series B Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | |||
Common Stock [Member] | Private Placement [Member] | ||||||
Stock Issued During Period, Shares, New Issues | ' | ' | ' | 7,545 | ' | 25,000,000 | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | 10 | ' | 10 | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | $4 |
Preferred Stock, Par or Stated Value Per Share | ' | ' | ' | $0.01 | ' | $0.01 | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) | 9 Months Ended |
Sep. 30, 2013 | |
Summary of Significant Accounting Policies (Textual) [Abstract] | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | '10 years |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Contingency [Line Items] | ' | ' |
Effective Income Tax Rate Reconciliation, Percent, Total | 0.00% | 0.00% |
Cash_and_Cash_Equivalents_Deta
Cash and Cash Equivalents (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Cash and Cash Equivalents [Line Items] | ' | ' | ' | ' |
Cash | $1,181 | $729 | ' | ' |
Money market | 22,648 | 8,167 | ' | ' |
Total cash and cash equivalents | 23,829 | 8,896 | 2,629 | 14,004 |
Restricted cash | 375 | 375 | ' | ' |
Total | $24,204 | $9,271 | ' | ' |
Cash_and_Cash_Equivalents_Deta1
Cash and Cash Equivalents (Details Textual) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Cash and Cash Equivalents [Line Items] | ' | ' |
Restricted Cash and Cash Equivalents, Current | $375 | $375 |
Fair_value_Details
Fair value (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets measured at fair value | ' | ' |
Cash and Cash Equivalents | $24,204 | $9,271 |
Restricted Cash | 375 | 375 |
Short term investments | 1,104 | 907 |
Total Assets measured at fair value | 25,308 | 10,178 |
Liabilities measured at fair value | ' | ' |
Preferred Stock Warrant Liability | ' | -109 |
Total Liabilities measured at fair value | ' | -109 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Assets measured at fair value | ' | ' |
Cash and Cash Equivalents | 23,829 | 8,896 |
Restricted Cash | 375 | 375 |
Short term investments | 0 | ' |
Total Assets measured at fair value | 24,204 | 9,271 |
Liabilities measured at fair value | ' | ' |
Preferred Stock Warrant Liability | ' | 0 |
Total Liabilities measured at fair value | ' | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Assets measured at fair value | ' | ' |
Cash and Cash Equivalents | 0 | 0 |
Restricted Cash | 0 | 0 |
Short term investments | 1,104 | 907 |
Total Assets measured at fair value | 1,104 | 907 |
Liabilities measured at fair value | ' | ' |
Preferred Stock Warrant Liability | ' | 0 |
Total Liabilities measured at fair value | ' | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Assets measured at fair value | ' | ' |
Cash and Cash Equivalents | 0 | 0 |
Restricted Cash | 0 | 0 |
Total Assets measured at fair value | 0 | 0 |
Liabilities measured at fair value | ' | ' |
Preferred Stock Warrant Liability | ' | -109 |
Total Liabilities measured at fair value | ' | ($109) |
Investments_Details
Investments (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Investments [Line Items] | ' | ' |
Amortized Cost | $1,105 | $907 |
Unrealized Gain | 0 | 0 |
Unrealized (Loss) | -1 | 0 |
Fair Value | $1,104 | $907 |
Accounts_Receivable_Net_Detail
Accounts Receivable, Net (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Receivable Net [Line Items] | ' | ' |
Gross accounts receivable | $326 | $586 |
Allowance for uncollectible accounts | -32 | -50 |
Total accounts receivable, net | $294 | $536 |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Finished goods | $701 | $708 |
Raw materials | 691 | 784 |
Work in process | 173 | 0 |
Reserve for excess and obsolete inventory | -799 | -110 |
Total inventories | $766 | $1,382 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Intangible Assets By Major Class [Line Items] | ' | ' |
Goodwill | $93,670 | $0 |
Intangible assets: | ' | ' |
Intellectual property | 5,000 | 5,000 |
Tradenames | 10 | 0 |
Amortization of intangible assets | -2,134 | -1,759 |
Total intangible assets | $2,876 | $3,241 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Line Items] | ' | ' |
Vacation | $230 | $66 |
Bonus | 315 | 0 |
Vendors | 146 | 76 |
Legal and professional fees | 70 | 53 |
Interest | 69 | 43 |
Corporate credit card | 65 | 47 |
Salaries and commissions | 52 | 41 |
Rent | 50 | 82 |
Consulting | 0 | 67 |
Other | 81 | 63 |
Total accrued expenses | $1,078 | $538 |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Line Of Credit Facility [Line Items] | ' | ' |
Total long-term debt | $9,399 | ' |
Less: Current portion of long-term debt | 3,795 | ' |
Total long-term debt, net of current portion | $5,604 | $8,481 |
Debt_Details_Textual
Debt (Details Textual) | 9 Months Ended |
Sep. 30, 2013 | |
Line of Credit Facility (Textual) [Abstract] | ' |
Final Payment Fee Percentage | 3.33% |
Debt Instrument, Basis Spread on Variable Rate | 5.00% |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 8.75% |
Warrants_Details_textual
Warrants (Details textual) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Mar. 22, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Class of Stock [Line Items] | ' | ' | ' | ' |
Issuance of Preferred Stock | $3,000 | ' | $30,197 | ' |
Warrants Exercised Price | ' | 200,000 | ' | ' |
Stock Issued During Period Shares, Warrants Exercised | ' | ' | ' | 1,397,937 |
2013 PIPE investors [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Number of Investors | 17 | ' | ' | ' |
Purchase of Common stock | ' | ' | 12,000 | ' |
Price per Share | $0.25 | ' | ' | ' |
Warrants to purchase common shares | 6,050,000 | ' | ' | ' |
Exercise price of Warrants | ' | ' | $0.33 | ' |
Expiry period for warrants | ' | ' | '5 years | ' |
Stock Purchase Agreement [Member] | ' | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' | ' |
Stock Issued In Private Placement Shares | 6,400,000 | ' | ' | ' |
Warrants Issued In Private Placement | 3,200,000 | ' | ' | ' |
Closing_of_Merger_and_Financin2
Closing of Merger and Financing Transaction (Details) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Common shares outstanding at the date of merger (in thousands) | 167,504,447 | 4,674,495 |
Cash consideration | $293 | ' |
Total purchase price | 94,151 | ' |
Date of Merger [Member] | ' | ' |
Common shares outstanding at the date of merger (in thousands) | 61,749 | ' |
Closing price per share | $1.52 | ' |
Total purchase price | $93,858 | ' |
Closing_of_Merger_and_Financin3
Closing of Merger and Financing Transaction (Details 1) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Cash and cash equivalents | $597 | ' |
Accounts receivable | 9 | ' |
Accounts receivable, related party | 45 | ' |
Inventory | 50 | ' |
Other current assets | 53 | ' |
Property and equipment | 357 | ' |
Other long-term asset | 2 | ' |
Intangible assets | 10 | ' |
Goodwill | 93,670 | 0 |
Total assets acquired | 94,793 | ' |
Accounts payable and other liabilities | 642 | ' |
Total purchase price | $94,151 | ' |
Closing_of_Merger_and_Financin4
Closing of Merger and Financing Transaction (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue | $362 | $531 | $1,212 | $1,741 |
Net loss | -11,265 | -3,670 | -20,327 | -11,694 |
Predecessor [Member] | ' | ' | ' | ' |
Revenue | ' | ' | 25 | ' |
Net loss | ' | ' | -2,062 | ' |
Historical Results of Predecessor Company [Member] | ' | ' | ' | ' |
Revenue | ' | ' | 1,237 | ' |
Net loss | ' | ' | -22,389 | ' |
Historical TransEnterix loss per common share - basic and diluted | ' | ' | ($0.13) | ' |
Pro forma loss per common share - basic and diluted: | ' | ' | ($0.13) | ' |
Pro forma loss | ' | ' | -22,389 | ' |
Pro forma weighted average common shares | ' | ' | 167,502 | ' |
Pro forma loss per common share | ' | ' | ($0.13) | ' |
Pro Forma Adjustments [Member] | ' | ' | ' | ' |
Revenue | ' | ' | 0 | ' |
Net loss | ' | ' | 0 | ' |
Pro Forma Results [Member] | ' | ' | ' | ' |
Revenue | ' | ' | 1,237 | ' |
Net loss | ' | ' | -22,389 | ' |
SafeStitch Medical, Inc. [Member] | ' | ' | ' | ' |
Revenue | ' | ' | 1,212 | ' |
Net loss | ' | ' | ($20,327) | ' |
Closing_of_Merger_and_Financin5
Closing of Merger and Financing Transaction (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | ||
Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Stock Issued During Period Shares Merger | ' | 105,549,746 | ' | ' |
Stock Issued During Period Value Merger | ' | $293,000 | ' | ' |
Debt Instrument Principal Amount | 2,000,000 | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ' | ' | ' |
Proceeds From Issuance Of Preferred Stock and Preference Stock | ' | 28,199,000 | 268,000 | ' |
Goodwill | ' | 93,670,000 | ' | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | ' | $10,000 | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | ' | '10 years | ' | ' |
Common Stock [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | 10 | ' | ' |
Private Placement [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | 7,545 | ' | ' |
Private Placement [Member] | Common Stock [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | 10 | ' | ' |
Series B Redeemable Convertible Preferred Stock [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Share Price | ' | $25,000 | ' | ' |
Series B Redeemable Convertible Preferred Stock [Member] | Private Placement [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Share Price | ' | $4 | ' | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | Sep. 30, 2013 |
Subsequent Event [Member] | ' |
Operating Leased Assets [Line Items] | ' |
2014 | $83 |
2015 | 114 |
2016 | 117 |
2017 | 121 |
2018 | 124 |
Operating Leases, Future Minimum Payments Due, Total | $559 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 31, 2013 | Oct. 29, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 |
Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | Common Stock [Member] | Private Placement [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Stock Appreciation Rights (Sars) [Member] | Performance Shares [Member] | Common Stock [Member] | Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | Common Stock [Member] | Series B Preferred Stock [Member] | |||||||
Stock Appreciation Rights (Sars) [Member] | Performance Shares [Member] | |||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | ' | ' | ' | ' | ' | ' | ' | '52 months | ' | ' | ' | ' | ' | ' |
Lessee Leasing Arrangements, Operating Leases, Renewal Term | ' | ' | ' | ' | ' | ' | ' | '6 years | ' | ' | ' | ' | ' | ' |
Percentage of Issued and Outstanding Stock Held By Stock Holders | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 89.00% | 98.00% |
Common Stock, Shares Authorized | 225,000,000 | 113,000,000 | ' | ' | ' | ' | ' | ' | 750,000,000 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | 5,000,000 | 1,000,000 | 500,000 | ' | ' | ' | ' | 24,700,000 | 2,500,000 | 1,000,000 | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | 10 | 10 | ' | ' | ' | ' | ' | 10 | ' |