Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 28, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'TRANSENTERIX INC. | ' | ' |
Entity Central Index Key | '0000876378 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $10,671,629 |
Entity Common Stock, Shares Outstanding | ' | 244,272,728 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets | ' | ' |
Cash and cash equivalents | $10,014 | $8,896 |
Short-term investments | 6,191 | 907 |
Accounts receivable, net | 188 | 536 |
Interest receivable | 68 | 16 |
Inventory, net | 701 | 1,382 |
Other current assets | 593 | 235 |
Total Current Assets | 17,755 | 11,972 |
Restricted cash | 375 | 375 |
Property and equipment, net | 1,864 | 1,767 |
Intellectual property, net | 2,741 | 3,241 |
Trade names, net | 10 | 0 |
Goodwill | 93,842 | 0 |
Other long term assets | 127 | 205 |
Total Assets | 116,714 | 17,560 |
Current Liabilities | ' | ' |
Accounts payable | 1,804 | 521 |
Accrued expenses | 1,406 | 538 |
Note payable - current portion | 3,879 | 1,519 |
Total Current Liabilities | 7,089 | 2,578 |
Long Term Liabilities | ' | ' |
Preferred stock warrant liability | 0 | 109 |
Note payable - less current portion | 4,602 | 8,481 |
Total Liabilities | 11,691 | 11,168 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity (Deficit) | ' | ' |
Common stock $0.001 par value, 750,000,000 and 130,322,900 shares authorized at December 31, 2013 and December 31, 2012, respectively; 244,207,733 and5,391,095 shares issued and outstanding at December 31, 2013 and December31, 2012, respectively | 244 | 5 |
Additional paid-in capital | 203,043 | 1,288 |
Accumulated deficit | -98,264 | -69,906 |
Total Stockholders' Equity (Deficit) | 105,023 | -68,613 |
Total Liabilities, Redeemable Convertible Preferred Stock, and Stockholders' Equity (Deficit) | 116,714 | 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 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2012 |
Stockholders Equity | ' |
Common stock, par value (in dollars per share) | $0.00 |
Common stock, shares authorized | 130,322,900 |
Common stock, shares issued | 5,391,095 |
Common stock, shares outstanding | 5,391,095 |
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 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Sales | $1,431 | $2,115 |
Operating Expenses | ' | ' |
Cost of goods sold | 4,810 | 4,420 |
Research and development | 12,700 | 6,283 |
Sales and marketing | 1,943 | 3,723 |
General and administrative | 4,221 | 2,763 |
Loss on disposal of property and equipment | 450 | 0 |
Merger expenses | 2,911 | 0 |
Total Operating Expenses | 27,035 | 17,189 |
Operating Loss | -25,604 | -15,074 |
Other (Expense) Income | ' | ' |
Remeasurement of fair value of preferred stock warrant liability | -1,800 | 0 |
Interest expense, net | -954 | -351 |
Total Other (Expense) Income, net | -2,754 | -351 |
Net Loss | -28,358 | -15,425 |
Other comprehensive income (loss) | 0 | 0 |
Comprehensive loss | ($28,358) | ($15,425) |
Net loss per share - basic and diluted (in dollars per share) | ($0.45) | ($2.86) |
Weighted average common shares outstanding - basic and diluted (in shares) | 63,655 | 5,391 |
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 | Series B Non-Redeemable Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
In Thousands | ||||||||
Beginning Balance at Dec. 31, 2011 | ($53,611) | $19,972 | $40,020 | $14,822 | $0 | $5 | $865 | ($54,481) |
Beginning Balance, Shares at Dec. 31, 2011 | ' | 5,734 | 11,504 | 45,121 | 0 | 5,282 | ' | ' |
Proceeds from Issuance of Series B-1 Preferred Stock net of issuance costs of $21 | 0 | 0 | 0 | 268 | 0 | 0 | 0 | 0 |
Proceeds from Issuance of Series B-1 Preferred Stock net of issuance costs of $21, Shares | ' | 0 | 0 | 877 | 0 | 0 | ' | ' |
Accretion of issuance costs | -106 | 46 | 46 | 14 | 0 | 0 | -106 | 0 |
Stock-based compensation | 343 | 0 | 0 | 0 | 0 | 0 | 343 | 0 |
Exercise of stock options | 3 | 0 | 0 | 0 | 0 | 0 | 3 | 0 |
Exercise of stock options, Shares | 48 | 0 | 0 | 0 | 0 | 48 | ' | ' |
Conversion of preferred stock to common stock | 183 | -133 | -50 | 0 | 0 | 0 | 183 | 0 |
Conversion of preferred stock to common stock, Shares | ' | -38 | -14 | 0 | 0 | 61 | ' | ' |
Net loss | -15,425 | 0 | 0 | 0 | 0 | 0 | 0 | -15,425 |
Ending Balance at Dec. 31, 2012 | -68,613 | 19,885 | 40,016 | 15,104 | 0 | 5 | 1,288 | -69,906 |
Ending Balance, Share at Dec. 31, 2012 | ' | 5,696 | 11,490 | 45,998 | 0 | 5,391 | ' | ' |
Accretion of issuance costs | -40 | 0 | 31 | 9 | 0 | 0 | -40 | 0 |
Stock-based compensation | 941 | 0 | 0 | 0 | 0 | 0 | 941 | 0 |
Exercise of stock options | 54 | 0 | 0 | 0 | 0 | 0 | 54 | 0 |
Exercise of stock options, Shares | 341 | 0 | 0 | 0 | 0 | 341 | ' | ' |
Exercise of warrants | 90 | 0 | 0 | 0 | 0 | 1 | 89 | 0 |
Exercise of warrants, Shares | ' | 0 | 0 | 0 | 0 | 833 | ' | ' |
Reverse acquisition recapitalization adjustment | 168,843 | -19,885 | -40,047 | -15,113 | 0 | 162 | 168,681 | 0 |
Reverse acquisition recapitalization adjustment, Shares | ' | -5,696 | -11,490 | -45,998 | 0 | 162,217 | ' | ' |
Redemption of TransEnterix Surgical shares for cash to non-accredited investors | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Redemption of TransEnterix Surgical shares for cash to non-accredited investors, Shares | ' | 0 | 0 | 0 | 0 | -271 | ' | ' |
Conversion of preferred stock warrants to common stock warrants | 1,909 | 0 | 0 | 0 | 0 | 0 | 1,909 | 0 |
Issuance of Preferred Stock | 30,197 | 0 | ' | 0 | 30,197 | 0 | 0 | 0 |
Issuance of Preferred Stock, Shares | ' | 0 | 0 | 0 | 7,570 | 0 | ' | ' |
Conversion of preferred stock to common stock | 0 | 0 | 0 | 0 | -30,197 | 76 | 30,121 | 0 |
Conversion of preferred stock to common stock, Shares | ' | 0 | 0 | 0 | -7,570 | 75,697 | ' | ' |
Net loss | -28,358 | 0 | 0 | 0 | 0 | 0 | 0 | -28,358 |
Ending Balance at Dec. 31, 2013 | $105,023 | $0 | $0 | $0 | $0 | $244 | $203,043 | ($98,264) |
Ending Balance, Share at Dec. 31, 2013 | ' | 0 | 0 | 0 | 0 | 244,208 | ' | ' |
Consolidated_Statements_of_Pre1
Consolidated Statements of Preferred Stock and Stockholders' Equity (Deficit) [Parenthetical] (Series B-1 Preferred Stock, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Series B-1 Preferred Stock | ' |
Proceeds from Issuance of Preferred Stock net of issuance costs | $21 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Activities | ' | ' |
Net loss | ($28,358) | ($15,425) |
Adjustments to reconcile net loss to net cash and cash equivalents used inoperating activities: | ' | ' |
Depreciation and amortization | 1,483 | 1,713 |
Amortization of debt issuance costs | 103 | 39 |
Remeasurement of fair value of preferred stock warrant liability | 1,800 | 0 |
Accretion/amortization of bond discount/premium | 52 | 144 |
Stock-based compensation | 941 | 343 |
Loss on disposal of property and equipment | 31 | 48 |
Impairment loss on property and equipment | 450 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 402 | -226 |
Interest receivable | -52 | -16 |
Inventory | 731 | -143 |
Other current and long term assets | -328 | -108 |
Restricted cash | 0 | 125 |
Accounts payable | 641 | -139 |
Accrued expenses | 868 | -484 |
Net cash and cash equivalents used in operating activities | -21,236 | -14,148 |
Investing Activities | ' | ' |
Purchase of investments | -6,240 | -8,150 |
Proceeds from sale and maturities of investments | 904 | 7,098 |
Cash received in acquisition of a business, net of cash paid | 246 | 0 |
Purchase of property and equipment | -1,377 | -184 |
Proceeds from sale of property and equipment | 0 | 49 |
Net cash and cash equivalents used in investing activities | -6,467 | -1,187 |
Financing Activities | ' | ' |
Proceeds from issuance of debt | 1,998 | 10,000 |
Payment of debt | -1,519 | 0 |
Proceeds from issuance of preferred stock, net of issuance costs | 28,199 | 268 |
Debt issuance costs | 0 | -44 |
Proceeds from exercise of stock options and warrants | 143 | 3 |
Net cash and cash equivalents provided by financing activities | 28,821 | 10,227 |
Net increase (decrease) in cash and cash equivalents | 1,118 | -5,108 |
Cash and Cash Equivalents, beginning of year | 8,896 | 14,004 |
Cash and Cash Equivalents, end of year | 10,014 | 8,896 |
Supplemental Disclosure for Cash Flow Information | ' | ' |
Interest paid | 824 | 306 |
Supplemental Schedule of Noncash Investing and Financing Activities | ' | ' |
Issuance of preferred stock warrants and debt issuance costs | 0 | 128 |
Conversion of bridge notes to preferred stock | 1,998 | 0 |
Conversion of preferred stock warrants to common stock warrants | 1,909 | 0 |
Conversion of preferred stock to common stock | $30,197 | $0 |
Organization_and_Capitalizatio
Organization and Capitalization | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization and Capitalization | ' |
1. Organization and Capitalization | |
TransEnterix, Inc., formerly known as SafeStitch Medical, Inc., a Delaware corporation (“SafeStitch”) was originally incorporated in August 1988 as NCS Ventures Corp., after which NCS Ventures Corp. name was changed to Cellular Technical Services Company, Inc. On September 4, 2007, Cellular Technical Services Company, Inc. acquired SafeStitch LLC, and, in January 2008, changed its name to SafeStitch Medical, Inc. On September 3, 2013, SafeStitch and TransEnterix Surgical, Inc., a Delaware corporation formerly known as TransEnterix, Inc. (“TransEnterix Surgical”) consummated a merger transaction whereby TransEnterix Surgical merged with a merger subsidiary of SafeStitch, with TransEnterix Surgical as the surviving entity in the merger (“the Merger”) As a result of the Merger, TransEnterix Surgical became a wholly owned subsidiary of SafeStitch. On December 6, 2013, SafeStitch changed its corporate name to TransEnterix, Inc. As used herein, the term “Company” refers to the combination of SafeStitch and TransEnterix Surgical after giving effect to the Merger, the term “SafeStitch” refers to the business of SafeStitch Medical, Inc. prior to the Merger, and the term “TransEnterix Surgical” refers to the business of TransEnterix Surgical, Inc. prior to the Merger. | |
Pursuant to the Merger Agreement, each share of TransEnterix Surgical’s capital stock issued and outstanding immediately preceding the Merger was converted into the right to receive 1.1533 shares (“the Exchange Ratio”) of SafeStitch’s common stock, par value $0.001 per share , other than those shares of TransEnterix Surgical’s common stock held by non-accredited investors, which shares were instead converted into the right to receive an amount in cash per share of SafeStitch common stock equal to $1.08, without interest, which was the volume-weighted average price of a share of common stock on the OTCBB for the 60-trading day period ended on August 30, 2013 (one business day prior to the effective date of the Merger). 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. Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, the Company assumed all of TransEnterix Surgical’s options, whether vested or unvested, and warrants issued and outstanding immediately prior to the Merger at the same Exchange Ratio. | |
In connection with the Merger, the Company entered into a securities purchase agreement with certain private investors, the majority of which were considered related parties as existing investors in SafeStitch and TransEnterix Surgical, pursuant to which the investors agreed to purchase an aggregate of 7,569,704.4 shares of the Company’s Series B Convertible Preferred Stock for a purchase price of $4.00 per share of Series B Preferred Stock, which was paid in cash, cancellation of certain indebtedness of TransEnterix Surgical or a combination thereof (the “Private Placement”). Each share of Series B Preferred Stock was automatically converted upon authorization of additional common shares into ten shares of our common stock, par value $0.001 per share, on December 6, 2013. | |
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 (“the SurgiBot System”). The SurgiBot System 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 System allows for multiple instruments to be introduced and deployed through a single site, thereby offering room for visualization and manipulation once in the body. The SurgiBot System also integrates three-dimensional, (“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 site. The product is U.S. Food and Drug Administration cleared. 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. | |
The Company operates in one business segment. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||
Summary of Significant Accounting Policies | ' | ||||
2. Summary of Significant Accounting Policies | |||||
Going Concern | |||||
The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of $98.3 million, including a net loss of $28.4 million for the year ended December 31, 2013, and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated 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. | |||||
Consolidation | |||||
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Isis Tele-Communications, Inc., which has no current operations, SafeStitch LLC, and TransEnterix Surgical, Inc. All inter-company accounts and transactions have been eliminated in consolidation. | |||||
Use of Estimates | |||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include identifiable intangible assets and goodwill, the valuation of common stock for purposes of determining stock compensation expense, excess and obsolete inventory reserves, allowance for uncollectible accounts, and deferred tax asset valuation allowances. | |||||
Reverse Merger | |||||
On September 3, 2013, SafeStitch and TransEnterix Surgical, consummated the Merger whereby TransEnterix Surgical merged with a merger subsidiary of SafeStitch, with TransEnterix Surgical as the surviving entity in the Merger. As a result of the Merger, TransEnterix Surgical became a wholly owned subsidiary of SafeStitch. On December 6, 2013, SafeStitch changed its corporate name to TransEnterix, Inc. | |||||
The Reverse Merger has been accounted for as a reverse acquisition under which TransEnterix Surgical was considered the acquirer of SafeStitch. As such, the financial statements of TransEnterix Surgical are treated as the historical financial statements of the combined company, with the results of SafeStitch being included from September 3, 2013. | |||||
As a result of the Reverse Merger with SafeStitch, historical common stock amounts and additional paid in capital have been retroactively adjusted using an Exchange Ratio of 1.1533. | |||||
Cash and Cash Equivalents, Restricted Cash, and Short-Term Investments | |||||
The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents and investments with original maturities of between 91 days and one year to be short-term investments. In order to manage exposure to credit risk, the Company invests in high-quality investments rated at least A2 by Moody’s Investors Service or A by Standard & Poor. | |||||
Restricted cash consisting of a money market account used as collateral securing a letter of credit under the terms of the corporate office operating lease that commenced in 2010 was $375,000 as of December 31, 2013 and 2012. | |||||
The Company’s investments consist of corporate bonds and are classified as available for sale. Investments classified as available for sale are measured at fair value, and net unrealized gains and losses are recorded as a component of accumulated other comprehensive income (loss) on the balance sheet until realized. Realized gains and losses on sales of investment securities are determined based on the specific-identification method and are recorded in interest and other income. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization and accretion is included in interest and other income. | |||||
Accounts Receivable | |||||
Accounts receivable are recorded at net realizable value, which includes an allowance for estimated uncollectable accounts. The allowance for uncollectible accounts was determined based on historical collection experience. | |||||
Fair Value of Financial Instruments | |||||
The carrying values of cash equivalents, accounts receivable, interest receivable, accounts payable, and certain accrued expenses at December 31, 2013 and 2012, approximate their fair values due to the short-term nature of these items. The Company’s debt balance approximates fair value as of December 31, 2013 and 2012. | |||||
Concentrations and Credit Risk | |||||
The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and investments held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however the Company’s cash deposits may at times exceed the FDIC insured limit. Balances in excess of federally insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. | |||||
The Company had one customer who constituted 61% of the Company’s net accounts receivable at December 31, 2013. The Company had two customers who constituted 42% and 13%, respectively, of the Company’s net accounts receivable at December 31, 2012. The Company had one customer who accounted for 37% and 21% of revenues in 2013 and 2012, respectively. | |||||
Inventory | |||||
Inventory, which includes material, labor and overhead costs, is stated at standard costs which approximates actual cost, determined on a first-in, first-out basis, not in excess of market value. Raw materials consist of purchased material as well as sub-assemblies for which some labor has been applied. The Company records reserves, when necessary, to reduce the carrying value of inventory to their net realizable value. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis. | |||||
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. No impairment existed at December 31, 2013 or 2012. | |||||
Indefinite-lived intangible assets, such as goodwill are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis at December 31st or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. No impairment existed at December 31, 2013. | |||||
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 | |||||
In July 2013, the Financial Accounting Standards Board issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which updated the guidance in ASC Topic 740, Income Taxes. The amendments in ASU 2013-11 provide guidance for the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. This guidance is effective January 1, 2014. The Company does not expect adoption of this guidance to have a material impact on its consolidated results of operations and financial condition. | |||||
Effective January 1, 2013, the Company adopted the amended guidance in ASC Topic 220, Comprehensive Income. The amended guidance requires entities to disclose additional information about reclassification adjustments, including (1) changes in accumulated other comprehensive income by component and (2) significant items reclassified out of accumulated other comprehensive income by presenting the amount reclassified and the individual income statement line items affected. The adoption of ASU No. 2013-02 did not have a material impact on the Company’s consolidated financial position or results of operations. | |||||
Risk and Uncertainties | |||||
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. | |||||
Property and Equipment | |||||
Property and equipment consists primarily of molds, machinery, manufacturing equipment, computer equipment, furniture, and leasehold improvements, which are recorded at cost. | |||||
Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: | |||||
Molds | 3 years | ||||
Machinery and manufacturing equipment | 5 years | ||||
Computer equipment | 3 years | ||||
Furniture | 5 years | ||||
Leasehold improvements | Lesser of lease term or 3 to 10 years | ||||
Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred. | |||||
Intellectual Property | |||||
Intellectual property consists of purchased patent rights. Amortization is recorded using the straight-line method over the estimated useful life of the patents of 10 years. This method approximates the period over which the Company expects to receive the benefit from these assets. | |||||
Long-Lived Assets | |||||
The Company reviews its long-lived assets including property and equipment and purchased intellectual property, for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine the recoverability of its long-lived assets, the Company evaluates the probability that future estimated undiscounted net cash flows will be less than the carrying amount of the assets. If such estimated cash flows are less than the carrying amount of the long-lived assets, then such assets are written down to their fair value. The Company’s estimates of anticipated cash flows and the remaining estimated useful lives of long-lived assets could be reduced in the future, resulting in a reduction to the carrying amount of long-lived assets. | |||||
Preferred Stock Warrant Liability | |||||
In January and December 2012, TransEnterix Surgical entered into promissory notes with two lenders and issued preferred stock warrants to each lender in connection with the issuance of the promissory notes. At December 31, 2012, TransEnterix Surgical accounted for these freestanding warrants to purchase TransEnterix Surgical Series B-1 Convertible Preferred Stock as liabilities at fair value on the accompanying balance sheet. The warrants were subject to re-measurement at each balance sheet date prior to the Merger, and the change in fair value through the Merger date was recognized as other income (expense). TransEnterix Surgical used the Monte Carlo simulation method to value the warrants prior to the Merger which is a generally accepted statistical method used to generate a defined number of stock price paths in order to develop a reasonable estimate of the range of TransEnterix Surgical’s future expected stock prices and minimizes standard error. In connection with the Merger, the warrants, which previously were convertible into shares of TransEnterix Surgical Series B-1 Convertible Preferred Stock, were amended to be convertible into warrants to purchase the Company’s common stock. Upon conversion of the warrants upon the date of the Merger, the preferred stock warrant liability was reclassified into additional paid-in capital. | |||||
Significant assumptions used in the valuation of the preferred stock warrants liability December 31, 2012 were as follows: | |||||
Exercise price | $ | 0.29 | |||
Risk-free interest rate | 1.78 | % | |||
Expected volatility | 160 | % | |||
Expected life (years) | 9 | ||||
Expected dividend yield | 0 | % | |||
Revenue Recognition | |||||
Revenue from product sales is recognized when persuasive evidence of an arrangement exists, delivery has occurred which is typically at shipping point, the fee is fixed or determinable and collectability is reasonably assured. Shipping and handling costs billed to customers are included in revenue. | |||||
Cost of Goods Sold | |||||
Cost of goods sold consists of materials, labor and overhead incurred internally to produce the products. Shipping and handling costs incurred by the Company are included in cost of goods sold. | |||||
Research and Development Costs | |||||
Research and development expenses primarily consist of engineering, product development and regulatory expenses, incurred in the design, development, testing and enhancement of our products and legal services associated with our efforts to obtain and maintain broad protection for the intellectual property related to our products. Research and development costs are expensed as incurred. | |||||
Stock-Based Compensation | |||||
The Company follows ASC 718 (“Stock Compensation”) and ASC 505-50 (“Equity-Based Payments to Non-employees”), which provide guidance in accounting for share-based awards exchanged for services rendered and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company determines the fair value of the stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. | |||||
The Company records as expense the fair value of stock-based compensation awards, including employee stock options. Compensation expense for stock-based compensation was $941,245 and $343,137 for the years ended December 31, 2013 and 2012, respectively. | |||||
Income Taxes | |||||
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets or liabilities for the temporary differences between financial reporting and tax basis of the Company’s assets and liabilities, and for tax carryforwards at enacted statutory rates in effect for the years in which the asset or liability is expected to be realized. The effect on deferred taxes of a change in tax rates is recognized in income during the period that includes the enactment date. In addition, valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amounts expected to be realized. | |||||
Comprehensive income (loss) | |||||
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive net loss is equal to its net loss for all periods presented. | |||||
Cash_Cash_Equivalents_Restrict
Cash, Cash Equivalents, Restricted Cash, and Short-term Investments | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Cash and Cash Equivalents [Abstract] | ' | |||||||
Cash, Cash Equivalents, Restricted Cash, and Short-term Investments | ' | |||||||
3. Cash, Cash Equivalents, Restricted Cash, and Short-term Investments | ||||||||
Cash, cash equivalents, restricted cash, and short-term investments consist of the following: | ||||||||
December 31 | ||||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Cash | $ | 930 | $ | 729 | ||||
Money market | 9,084 | 8,167 | ||||||
Total cash and cash equivalents | $ | 10,014 | $ | 8,896 | ||||
Corporate bonds | $ | 6,191 | $ | 907 | ||||
Total short-term investments | $ | 6,191 | $ | 907 | ||||
Total restricted cash | $ | 375 | $ | 375 | ||||
Total | $ | 16,580 | $ | 10,178 | ||||
Fair_Value
Fair Value | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | ' | |||||||||||||
Fair Value | ' | |||||||||||||
4. Fair Value | ||||||||||||||
The Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis. These assets and liabilities include available for sale securities classified as cash equivalents and a preferred stock warrant liability, respectively. ASC 820-10 (“Fair Value Measurement Disclosure”) 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, 2013 and 2012, 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, 2013 | ||||||||||||||
(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, 2013 | |||||||||||
Assets measured at fair value | ||||||||||||||
Cash and Cash Equivalents | $ | 10,014 | $ | - | $ | - | $ | 10,014 | ||||||
Restricted Cash | 375 | - | - | 375 | ||||||||||
Short term investments | - | $ | 6,191 | - | $ | 6,191 | ||||||||
Total Assets measured at | $ | 10,389 | $ | 6,191 | $ | - | $ | 16,580 | ||||||
fair value | ||||||||||||||
December 31, 2012 | ||||||||||||||
(In thousands) | ||||||||||||||
Quoted Prices in | ||||||||||||||
Active Markets for | Significant Other | Significant | ||||||||||||
Identical Assets | Observable Inputs | Unobservable Inputs | Total | |||||||||||
Description | (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 | ||||||
The change in the fair value of the Level III preferred stock warrant liability is summarized below: | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
(In thousands) | ||||||||||||||
Fair value at beginning of year | $ | 109 | $ | - | ||||||||||
Issuances | - | 128 | ||||||||||||
Change in fair value recorded in other income (expense) | 1,800 | -19 | ||||||||||||
Reclassification to additional paid-in capital upon the merger | -1,909 | - | ||||||||||||
Fair value at end of year | $ | - | $ | 109 | ||||||||||
The Company utilized the Monte Carlo simulation to value the liability related to the preferred warrants, which requires significant unobservable, or Level 3, inputs. The Monte Carlo simulation is a generally accepted statistical method used to generate a defined number of stock price paths in order to develop a reasonable estimate of the range of the Company’s future expected stock prices and minimizes standard error. | ||||||||||||||
Investments
Investments | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||
Investments | ' | |||||||||||||
5. Investments | ||||||||||||||
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 | |||||||||||
31-Dec-13 | ||||||||||||||
Corporate bonds | $ | 6,191 | $ | - | $ | - | $ | 6,191 | ||||||
December 31,2012 | ||||||||||||||
Corporate bonds | $ | 907 | $ | - | $ | - | $ | 907 | ||||||
None of the securities have contractual maturities of more than one year and therefore do not have continuous unrealized losses greater than 12 months. Gross realized gains were $0 and $177 for the years ended December 31, 2013 and 2012, respectively. | ||||||||||||||
Accounts_Receivable_Net
Accounts Receivable, Net | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Accounts Receivable, Net | ' | |||||||
6. Accounts Receivable, Net | ||||||||
The following table presents the components of accounts receivable: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Gross accounts receivable | $ | 220 | $ | 586 | ||||
Allowance for uncollectible accounts | -32 | -50 | ||||||
Total accounts receivable, net | $ | 188 | $ | 536 | ||||
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
7. Inventories | ||||||||
The following table presents the components of inventories: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Finished goods | $ | 896 | $ | 708 | ||||
Raw materials | - | 784 | ||||||
Reserve for excess and obsolete inventory | -195 | -110 | ||||||
Total inventories | $ | 701 | $ | 1,382 | ||||
During the year ended December 31, 2013, the reserve for excess and obsolete inventory was increased by approximately $803,000 primarily to reserve for raw materials that the Company no longer anticipates selling. Of this amount, approximately $718,000 was written-off and removed from inventory, resulting in an increase in the reserve for excess and obsolete inventory of approximately $85,000. | ||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
8. Property and Equipment | ||||||||
Property and equipment consisted of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Machinery and manufacturing equipment | $ | 2,453 | $ | 2,722 | ||||
Molds | - | 1,228 | ||||||
Computer equipment | 1,327 | 1,081 | ||||||
Furniture | 287 | 286 | ||||||
Leasehold improvements | 1,249 | 673 | ||||||
Total property and equipment | 5,316 | 5,990 | ||||||
Accumulated depreciation and amortization | -3,452 | -4,223 | ||||||
Property and equipment, net | $ | 1,864 | $ | 1,767 | ||||
Depreciation expense was $982,616 and $1,212,819, for the years ended December 31, 2013 and 2012, respectively. | ||||||||
During the year ended December 31, 2013, an impairment charge of $449,853 was incurred for a charge in the estimate of the useful lives for certain manufacturing property and equipment that the Company does not anticipate using in the future. | ||||||||
Intellectual_Property
Intellectual Property | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Intellectual Property | ' | |||||||
9. Intellectual Property | ||||||||
In 2009, the Company purchased certain patents from an affiliated company for $5 million in cash and concurrently terminated a license agreement related to the patents. Intellectual Property consisted of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Patents | $ | 5,000 | $ | 5,000 | ||||
Accumulated amortization | -2,259 | -1,759 | ||||||
Intellectual property, net | $ | 2,741 | $ | 3,241 | ||||
Amortization expense was $500,004 for the years ended December 31, 2013 and 2012. At December 31, 2013, the estimated amortization expense for each of the five succeeding years is approximately $500,000 per year. The patent expiration dates begin in 2027. | ||||||||
Debt_Issuance_Costs
Debt Issuance Costs | 12 Months Ended |
Dec. 31, 2013 | |
Debt [Abstract] | ' |
Debt Issuance Costs | ' |
10. Debt Issuance Costs | |
In connection with the issuance of notes payable, TransEnterix Surgical incurred debt acquisition costs in the amount of $109,133 and $43,853 during the years ended December 31, 2011 and 2012, respectively. TransEnterix Surgical capitalizes these costs and is amortizing them over the life of the debt, using the straight-line method of amortization which approximates the effective-interest method. Amortization expense for the debt issuance costs was $65,318 and $28,285 for the years ended December 31, 2013 and 2012, respectively. | |
In January 2012, TransEnterix Surgical recorded $63,030 of debt issuance costs related to the issuance to the lenders of warrants to purchase Series B-1 Convertible Redeemable Preferred Stock. The preferred stock warrants were issued in conjunction with a promissory note issued to the lenders. At that time, TransEnterix Surgical began amortizing the debt issuance costs over the four year term of the promissory note resulting in $15,921 and $10,539 of interest expense for the years ended December 31, 2013 and 2012, respectively. | |
In December 2012, TransEnterix Surgical recorded $65,455 of debt issuance costs related to the issuance of warrants to purchase Series B-1 Convertible Redeemable Preferred Stock to lenders. The preferred stock warrants were issued in conjunction with a promissory note issued to the lender. At that time, TransEnterix Surgical began amortizing the debt issuance costs over the three year term of the promissory note resulting in $21,601 and $592 of interest expense for the year ended December 31, 2013 and 2012, respectively. | |
Total amortization expense related to issuance of warrants was $37,522 and $39,416 for the years ended December 31, 2013 and 2012, respectively. Total accumulated amortization for the warrant issuance costs was $76,938 and $39,416 at December 31, 2013 and 2012, respectively. Debt issuance costs, net of amortization, are recorded within other assets on the consolidated balance sheets. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||||
Income Taxes | ' | ||||||||||||||
11. Income Taxes | |||||||||||||||
No income tax expense or benefit has been recorded for the years ended December 31, 2013 or December 31, 2012. This is due to the establishment of a valuation allowance against the deferred tax assets generated during those periods. The valuation allowance was recorded due to management’s assessment of the likelihood that said deferred tax assets will be realized in future periods. | |||||||||||||||
Significant components of the Company’s deferred tax assets consist of the following at December 31 (in thousands): | |||||||||||||||
2013 | 2012 | ||||||||||||||
Current deferred tax assets: | |||||||||||||||
Inventory reserves | $ | 71 | $ | 41 | |||||||||||
Accrued expenses | 331 | 77 | |||||||||||||
Deferred Rent | 14 | 30 | |||||||||||||
Allowance for uncollectible accounts receivable | 12 | 18 | |||||||||||||
Valuation allowance | -428 | -166 | |||||||||||||
Net current deferred tax asset | — | — | |||||||||||||
Noncurrent deferred tax assets: | |||||||||||||||
Stock-based compensation | 1,170 | 186 | |||||||||||||
Contribution carryforward | 2 | — | |||||||||||||
Research credit carryforward | 2,307 | 874 | |||||||||||||
Fixed assets | 235 | 141 | |||||||||||||
Capitalized start up costs | 4,676 | 2,180 | |||||||||||||
Net operating loss carryforwards | 38,286 | 22,820 | |||||||||||||
46,676 | 26,201 | ||||||||||||||
Valuation allowance | -46,672 | -26,201 | |||||||||||||
Net noncurrent deferred tax asset | 4 | — | |||||||||||||
Noncurrent deferred tax liability | |||||||||||||||
Purchase accounting intangibles | -4 | — | |||||||||||||
Net deferred tax asset (liability) | $ | — | $ | — | |||||||||||
The Merger transaction described in Note 1 was in the form of a tax-free reorganization under Internal Revenue Code Sec. 368. The transaction qualifies as a Business Combination under ASC 740. The goodwill recorded under U.S. GAAP purchase accounting is not deductible for tax purposes. | |||||||||||||||
At December 31, 2013 and 2012, the Company has provided a full valuation allowance against its net deferred assets, since realization of these benefits is not more likely than not. The valuation allowance increased approximately $20.7 million from the prior year. At December 31, 2013, the Company had federal and state net operating loss tax carryforwards of approximately $104.7 million and $75.6 million, respectively. These net operating loss carryforwards expire in various amounts starting in 2027 and 2022, respectively. At December 31, 2013, the Company had federal research credit carryforwards in the amount of $2.3 million. These carryforwards begin to expire in 2027. The utilization of the federal net operating loss carryforwards and credit carryforwards will depend on the Company’s ability to generate sufficient taxable income prior to the expiration of the carryforwards. In addition, the maximum annual use of net operating loss and research credit carryforwards is limited in certain situations where changes occur in stock ownership. | |||||||||||||||
On July 23, 2013, North Carolina enacted House Bill 998, which reduced the corporate income tax rate from 6.9% in 2013 to 6% in 2014 and to 5% in 2015. As a result of the new enacted tax rate, the Company adjusted its deferred tax assets in 2013 by applying the lower rate, which resulted in a decrease to the deferred tax assets and a corresponding decrease to the valuation allowance of approximately $0.4 million. | |||||||||||||||
The Company has evaluated its tax positions to consider whether it has any unrecognized tax benefits. As of December 31, 2013 and 2012, the Company has not recorded any amounts associated with unrecognized tax benefits. | |||||||||||||||
The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes. As of December 31, 2013, the Company had no accrued interest related to uncertain tax positions. | |||||||||||||||
The Company has analyzed its filing positions in all significant federal and state jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to United States Federal, state, and local tax examinations by tax authorities for years before 2010, although carryforward attributes that were generated prior to 2010 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period. No income tax returns are currently under examination by taxing authorities. | |||||||||||||||
Taxes computed at the statutory federal income tax rate of 34% are reconciled to the provision for income taxes as follows for the years ended December 31: | |||||||||||||||
2013 | 2012 | ||||||||||||||
Percent of | Percent of | ||||||||||||||
Pretax | Pretax | ||||||||||||||
Amount | Earnings | Amount | Earnings | ||||||||||||
United States federal tax statutory rate | $ | -9,642 | 34 | % | $ | -5,245 | 34 | % | |||||||
State taxes (net of deferred benefit) | -662 | 2.3 | % | -469 | 3 | % | |||||||||
Non-deductible expenses | 1,556 | -5.5 | % | — | 0 | % | |||||||||
Change in valuation allowance | 20,733 | -73.1 | % | 5,101 | -33.1 | % | |||||||||
Adjustment for valuation allowance recorded as | -11,785 | 41.6 | % | — | 0 | % | |||||||||
part of purchase accounting | |||||||||||||||
Other, net | -200 | 0.7 | % | 613 | -3.9 | % | |||||||||
Provision for income taxes | $ | — | 0 | % | $ | — | 0 | % | |||||||
RelatedParty_Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Certain Relationships and Related Party Transactions [Abstract] | ' |
Related-Party Transactions | ' |
12. Related-Party Transactions | |
At December 31, 2012, Synecor, LLC owned 37% of the common stock of TransEnterix Surgical. In addition, at December 31, 2012, Synecor, LLC and its shareholders and officers collectively owned approximately 85% of the common stock of TransEnterix Surgical, as well as 17% of the preferred stock of TransEnterix Surgical. At December 31, 2013, Synecor, LLC and its shareholders and officers collectively owned approximately 12% of the Company’s common stock. Various research and development services were purchased from Synecor LLC and its wholly owned subsidiary Synchrony Labs LLC and totaled approximately $90,000 and $108,000 for the years ended December 31, 2013 and 2012, respectively. | |
The Company’s directors Dr. Hsiao and Dr. Frost are each significant stockholders and/or directors of Non-Invasive Monitoring Systems, Inc. (“NIMS”), a publicly-traded medical device company, Tiger X Medical, Inc. (“Tiger X”) (formerly known as Cardo Medical, Inc.), a publicly-traded medical device company, and TigerMedia, Inc. (“TigerMedia) (formerly known as SearchMedia Holdings Limited), a publicly-traded media company operating primarily in China. Director Richard Pfenniger is also a shareholder of NIMS. The Company’s Chief Legal Officer serves under a Board-approved cost sharing arrangement as Corporate Counsel of TigerMedia and as the Chief Legal Officer of each of NIMS and Tiger X. Additionally, the Company’s former Chief Financial Officer, also serves as the Chief Financial Officer and supervises the accounting staff of NIMS under a Board-approved cost sharing arrangement whereby the total salaries of the accounting staffs of the companies are shared. The Company has recorded reductions to general and administrative expenses for the years ended December 31, 2013 of $55,000, to account for the sharing of accounting and legal administrative costs under this arrangement. Aggregate accounts receivable from NIMS, Tiger X and TigerMedia were approximately $14,000 as of December 31, 2013 and are included in other receivable – related party. | |
SafeStitch entered into a five-year lease for office space in Miami, Florida with a company controlled by Dr. Frost. The current rental payments under the Miami office lease, which commenced January 1, 2008 and expired on December 31, 2012, are approximately $12,000 per month and are currently on a month-to-month basis. The Company recorded $48,000 of rent expense related to the Miami lease for the year ended December 31, 2013. | |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||
Stock-Based Compensation | ' | ||||||||||
13. Stock-Based Compensation | |||||||||||
The Company’s stock-based compensation plans include the TransEnterix, Inc. 2007 Incentive Compensation Plan, previously named the SafeStitch Medical, Inc. 2007 Incentive Compensation Plan (the “2007 Plan”), as well as options outstanding under the TransEnterix, Inc. Stock Option Plan (the “2006 Plan”). As part of the Merger, options outstanding, whether vested or unvested, under the 2006 Plan were adjusted by the Exchange Ratio of 1.1533, and assumed by the Company concurrent with the closing of the Merger . | |||||||||||
The 2007 Plan was approved by the majority of the SafeStitch’s stockholders on November 13, 2007. The 2007 Plan was amended on June 19, 2012 to increase the number of shares of common stock available for issuance to 5,000,000 and was amended on October 29, 2013 to (a) increase 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) increase 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) change the name of the 2007 Plan to reflect the change to the TransEnterix, Inc. 2007 Incentive Compensation Plan. Under the 2007 Plan, which is administered by the Compensation Committee, the Company may grant stock options, stock appreciation rights, restricted stock and/or deferred stock to employees, officers, directors, consultants and vendors. The exercise price of stock options or stock appreciation rights may not be less than the fair market value of the Company’s shares at the date of grant and, within any 12 month period. Additionally, no stock options or stock appreciation rights granted under the 2007 Plan may have a term exceeding ten years. | |||||||||||
The 2006 Plan was adopted in September 2006 and provided for the granting of up to 400,000 stock options to employees, directors, and consultants. Under the 2006 Plan, both employees and non-employees were eligible for such stock options. In 2009, the 2006 Plan was amended to increase the total options pool to 5,550,264. In 2011, the 2006 Plan was amended to increase the total options pool to 16,890,945. The Board of Directors had the authority to administer the plan and determine, among other things, the exercise price, term and dates of the exercise of all options at their grant date. Under the 2006 Plan, options become vested generally over four years, and expire not more than 10 years after the date of grant. As part of the Merger, options outstanding under the 2006 Plan were adjusted by the Conversion Ratio, and remain in existence as options in the combined entity. | |||||||||||
During the years ended December 31, 2013 and 2012, the Company recognized $941,245 and $343,137, respectively, of stock-based compensation expense. | |||||||||||
The Company recognizes as expense, the grant-date fair value of stock options and other stock based compensation issued to employees and non-employee directors over the requisite service periods, which are typically the vesting periods. The Company uses the Black-Scholes-Merton model to estimate the fair value of its stock-based payments. The volatility assumption used in the Black-Scholes-Merton model is based on the calculated historical volatility based on an analysis of reported data for a peer group of companies. The expected term of options granted by the Company has been determined based upon the simplified method, because the Company does not have sufficient historical information regarding its options to derive the expected term. Under this approach, the expected term is the mid-point between the weighted average of vesting period and the contractual term. The risk-free interest rate is based on U.S. Treasury rates whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. The Company estimates forfeitures based on the historical experience of the Company and adjusts the estimated forfeiture rate based upon actual experience. | |||||||||||
The fair value of options granted were estimated using the Black-Scholes-Merton option pricing model based on the assumptions in the table below: | |||||||||||
Year ended December 31, | 2013 | 2012 | |||||||||
Expected dividend yield | 0% | 0% | |||||||||
Expected volatility | 62%-63% | 55% - 67% | |||||||||
Risk-free interest rate | 1.64% - 1.98% | 0.4% - 3.7% | |||||||||
Expected life (in years) | 5.7 – 6.1 | 2.9 - 10.0 | |||||||||
The Company is also required to estimate the fair value of the common stock underlying the stock-based awards when performing the fair value calculations with the Black-Scholes option-pricing model. The fair value of the common stock underlying the stock-based awards for the common stock before the Company was public was estimated on each grant date by the Board of Directors, with input from management. The Board of Directors is comprised of a majority of non-employee directors with significant experience in the medical device industry. Given the absence of a public trading market of the Company’s common stock prior to the Merger, and in accordance with the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately- Held-Company Equity Securities Issued as Compensation, the Board of Directors exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the common stock, including among other things, the rights, preferences and privileges of the redeemable convertible preferred stock, business performance, present value of future cash flows, likelihood of achieving a liquidity event, illiquidity of the Company’s capital stock, management experience, stage of development, industry information and macroeconomic conditions. In addition, the Company’s Board of Directors utilized independent valuations performed by an unrelated third-party specialist to assist with the valuation of the common stock; however, the Company and the Board of Directors have assumed full responsibility for the estimates. The Board of Directors utilized the fair values of the common stock derived in the third-party valuations to set the exercise price for options granted during the year ended December 31, 2012, and also for options granted prior to the Merger in fiscal 2013. | |||||||||||
The following table summarizes the Company’s stock option activity, including grants to non-employees, for the years ended December 31, 2013 and 2012: | |||||||||||
Weighted- | |||||||||||
Average | |||||||||||
Weighted- | Remaining | ||||||||||
Number of | Average | Contractual | |||||||||
Shares | Exercise Price | Term (Years) | |||||||||
Options outstanding at December 31, 2011 | 4,164,090 | $ | 0.48 | 7.58 | |||||||
Granted | 11,769,866 | 0.07 | |||||||||
Cancelled | -2,962,834 | 0.14 | |||||||||
Exercised | -48,356 | 0.07 | |||||||||
Options outstanding at December 31, 2012 | 12,922,766 | $ | 0.08 | 8.7 | |||||||
Options assumed through merger with SafeStitch | 3,547,750 | 0.75 | |||||||||
Granted | 3,015,696 | 0.44 | |||||||||
Cancelled | -30,643 | 0.08 | |||||||||
Exercised | -341,133 | 0.16 | |||||||||
Options outstanding at December 31, 2013 | 19,114,436 | $ | 0.26 | 7.95 | |||||||
The following table summarizes information about stock options outstanding at December 31, 2013: | |||||||||||
Weighted- | |||||||||||
Average | |||||||||||
Weighted- | Remaining | ||||||||||
Number of | Average | Contractual | |||||||||
Shares | Exercise Price | Term (Years) | |||||||||
Exercisable at December 31, 2013 | 10,031,605 | $ | 0.3 | 7.23 | |||||||
Vested or expected to vest at December 31, 2013 | 18,788,438 | $ | 0.26 | 7.94 | |||||||
The aggregate intrinsic value of stock options outstanding, exercisable, and vested or expected to vest at December 31, 2013 was approximately $24.8 million, $12.7 million, and $24.3 million, respectively. This amount is before applicable income taxes and represents the closing market price of the Company’s common stock at December 31, 2013 less the grant price, multiplied by the number of stock options that had a grant price that is less than the closing market price. This amount represents the amount that would have been received by the optionees had these stock options been exercised on that date. | |||||||||||
The following table summarizes the unvested stock option activity: | |||||||||||
Weighted-Average | |||||||||||
Number of Shares | Fair Value | ||||||||||
Unvested options at December 31, 2011 | 1,683,733 | $ | 0.33 | ||||||||
Granted | 11,769,866 | 0.07 | |||||||||
Vested | -3,612,025 | 0.14 | |||||||||
Forfeited | -1,303,895 | 0.23 | |||||||||
Unvested options at December 31, 2012 | 8,537,679 | $ | 0.08 | ||||||||
Unvested options assumed through merger with SafeStitch | 1,116,000 | 0.49 | |||||||||
Granted | 3,015,696 | 0.19 | |||||||||
Vested | -3,559,092 | 0.25 | |||||||||
Forfeited | -27,452 | 0.04 | |||||||||
Unvested options at December 31, 2013 | 9,082,831 | $ | 0.22 | ||||||||
The Company granted 3,015,696 and 11,769,866 options to employees and nonemployees during the years ended December 31, 2013 and 2012, respectively, with a weighted-average grant date fair value of $0.19 and $0.07, respectively. The total intrinsic value of options exercised during 2013 and 2012 was approximately $347,593 and $0, respectively. | |||||||||||
The total fair value of options vested during 2013 and 2012 was $879,826 and $263,751, respectively. As of December 31, 2013, the Company had future employee stock-based compensation expense of $1,790,930 related to unvested share awards, which is expected to be recognized over an estimated weighted-average period of 2.6 years. | |||||||||||
Restricted_Stock_Units
Restricted Stock Units | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Equity [Abstract] | ' | ||||||
Restricted Stock Units | ' | ||||||
14. Restricted Stock Units | |||||||
In 2013, the Company issued Restricted Stock Units (“RSUs”) to certain employees which vest over three years. By their terms, the RSUs become immediately vested upon the earlier of (i) a change of control and (ii) defined vesting dates, subject to the continuous service with the Company at the applicable vesting event. When vested, the RSUs represents the right to be issued the number of shares of the Company’s common stock that is equal to the number of RSUs granted. The fair value of each RSU is estimated based upon the closing price of the Company’s common stock on the grant date. Share-based compensation expense related to RSUs and awards is recognized over the requisite service period as adjusted for estimated forfeitures. | |||||||
The following is a summary of the RSU activity for the year ended December 31, 2013: | |||||||
Number of | Weighted | ||||||
Restricted | Average | ||||||
Stock Units | Grant | ||||||
Outstanding | Date Fair | ||||||
Value | |||||||
Unvested, December 31, 2012 | - | - | |||||
Granted | 1,050,000 | $ | 1.44 | ||||
Vested | - | - | |||||
Unvested, December 31, 2013 | 1,050,000 | $ | 1.44 | ||||
As of December 31, 2013, the Company recorded $121,169 in compensation expense for the RSUs. As of December 31, 2013, the unrecognized stock-based compensation expense related to unvested RSUs was approximately $1.4 million, which is expected to be recognized over a weighted average period of approximately 2.8 years. The weighted average grant date fair value of the RSUs granted in 2013 was $1.44. | |||||||
Warrants
Warrants | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ' | ||||||||||||
Warrants | ' | ||||||||||||
15. 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 6,048,000 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 2013 PIPE Investors purchasing Shares were related parties who purchased 6.4 million shares and received 3.2 million warrants. There were approximately 6 million warrants outstanding that were assumed as of the Merger. During the year ended December 31, 2013, 270,000 warrants were exercised. | |||||||||||||
On January 17, 2012, TransEnterix Surgical entered into the SVB-Oxford Loan and Security Agreement with Silicon Valley Bank (“SVB”) and Oxford Finance LLC (“Oxford”). Pursuant to this agreement, TransEnterix Surgical issued preferred stock warrants to SVB and Oxford on January 17, 2012 and December 21, 2012, respectively, to purchase shares of capital stock. The warrants expire 10 years from the issue date. The warrants were remeasured immediately prior to the Merger. As a result of the remeasurement, the Company recorded approximately $1.8 million of other expense in the accompanying statements of operations and other comprehensive income (loss). As of the Merger, the preferred stock warrants converted to common stock warrants, adjusted based on the Exchange Ratio of 1.1533, and the preferred stock warrant liability was reclassified to additional paid-in capital. | |||||||||||||
These warrants are exercisable for an aggregate of approximately 1,397,939 shares of common stock. During the year ended December 31, 2013, 698,967 warrants were exercised in a cashless transaction for 563,834 shares of common stock. The summary of warrant activity for the years ended December 31, 2012 and 2013 is as follows: | |||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Average | Remaining | Weighted | |||||||||||
Number of | Exercise | Contractual | Average | ||||||||||
Warrants | Price | Life (in years) | Fair Value | ||||||||||
Outstanding at January 1, 2012 | - | $ | - | - | $ | - | |||||||
Granted | 1,397,939 | 0.29 | 9.1 | 0.11 | |||||||||
Exercised | - | - | - | - | |||||||||
Expired/cancelled | - | - | - | - | |||||||||
Outstanding at December 31, 2012 | 1,397,939 | $ | 0.29 | 9.1 | $ | 0.09 | |||||||
Granted | |||||||||||||
Warrants assumed in merger with | |||||||||||||
SafeStitch | 5,998,000 | 0.33 | 4.3 | 0.23 | |||||||||
Exercised | -968,969 | 0.29 | - | 1.05 | |||||||||
Expired/cancelled | - | - | - | - | |||||||||
Outstanding at December 31, 2013 | 6,426,970 | $ | 0.29 | 4.7 | $ | 0.35 | |||||||
The aggregate intrinsic value of the preferred stock warrants in the above table was $8.7 million and $0 at December 31, 2013 and 2012, respectively. The aggregate intrinsic value is before applicable income taxes and is calculated based on the difference between the exercise price of the warrants and the estimated fair market value of the Company’s Series B-1 Preferred Stock as of the respective dates. | |||||||||||||
Notes_Payable
Notes Payable | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Debt [Abstract] | ' | ||||
Notes Payable | ' | ||||
16. Notes Payable | |||||
On January 17, 2012, TransEnterix Surgical entered into a loan and security agreement (the “ SVB-Oxford LSA”) with Silicon Valley Bank and Oxford Finance, LLC (collectively, “the Lenders”). The terms of the agreement provide for two term loans in aggregate of $10,000,000 comprised of a $4,000,000 term loan and a $6,000,000 term loan. In connection with the Merger, the Company assumed and became the borrower under TransEnterix Surgical’s outstanding credit facility. The Second and Third Amendment to the SVB-Oxford LSA, dated as of September 3, 2013 and October 31, 2013, respectively, amend the SVB-Oxford LSA among the lenders and the Company (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: | |||||
As of December 31, 2013 future principal payments under the Company’s notes payable agreements are as follows: | |||||
Years ending December 31, | |||||
(In thousands) | |||||
2014 | $ | 3,879 | |||
2015 | 4,232 | ||||
2016 | 370 | ||||
Total | $ | 8,481 | |||
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 Lenders’ expenses, and all other obligations that are due and payable to 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. | |||||
In conjunction with the SVB-Oxford LSA, TransEnterix Surgical issued the Lenders warrants to purchase 1,397,939 shares of the Company’s Series B-1 Convertible Preferred Stock. The warrants were issued on January 17, 2012 and December 12, 2012 with an initial exercise price of $0.29 per share and expire on January 16, 2022. The warrants were recorded at fair value as a liability on the Company’s balance sheet on the date of issuance and are revalued as of each balance sheet date. The warrants converted to common stock warrants on the Merger date, adjusted based on the Exchange Ratio of 1.1533, and the preferred stock warrant liability was reclassified to additional paid-in capital (see Note 15 Warrants). | |||||
Basic_and_Diluted_Net_Loss_per
Basic and Diluted Net Loss per Share | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Basic and Diluted Net Loss Per Share [Abstract] | ' | |||||
Basic and Diluted Net Loss per Share | ' | |||||
17. Basic and Diluted Net Loss per Share | ||||||
Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all dilutive potential common shares that were outstanding during the period. Diluted potential common shares consist of incremental shares issuable upon exercise of stock options and warrants and conversion of preferred stock. In computing diluted net loss per share for the years ended December 31, 2013 and 2012, no adjustment has been made to the weighted average outstanding common shares as the assumed exercise of outstanding options and warrants and conversion of preferred stock would be anti-dilutive. | ||||||
Potential common shares not included in calculating diluted net loss per share are as follows: | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Stock options | 19,114,436 | 12,922,766 | ||||
Stock warrants | 6,426,968 | 1,397,939 | ||||
Nonvested Restricted stock units | 1,050,000 | |||||
Total | 26,591,404 | 14,320,705 | ||||
Closing_of_Merger_and_Financin
Closing of Merger and Financing Transaction | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Merger and Financial disclosure [Abstract] | ' | |||||||
Closing of Merger and Financing Transaction | ' | |||||||
18. Closing of Merger and Financing Transaction | ||||||||
On September 3, 2013, the Company consummated the Merger in which a wholly owned subsidiary of SafeStitch merged with TransEnterix Surgical, pursuant to the Merger Agreement. Under the terms of the Merger Agreement, TransEnterix Surgical remained as the surviving corporation and as a wholly-owned subsidiary SafeStitch. | ||||||||
Pursuant to the Merger Agreement, each share of TransEnterix Surgical’s capital stock issued and outstanding immediately preceding the Merger was converted into the right to receive 1.1533 shares of the Company’s common stock, par value $0.001 per share , other than those shares of TransEnterix Surgical’s common stock held by non-accredited investors, which shares were instead converted into the right to receive an amount in cash per share of SafeStitch common stock equal to $1.08, without interest, which was the volume-weighted average price of a share of common stock on the OTCBB for the 60-trading day period ended on August 30, 2013 (one business day prior to the effective date of the Merger). 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. Additionally, pursuant to the Merger Agreement, upon consummation of the Merger, the Company assumed all of TransEnterix Surgical’s options, whether vested or unvested, and warrants issued and outstanding immediately prior to the Merger at the same Exchange Ratio. | ||||||||
During July 2013, TransEnterix Surgical issued promissory notes (the “Bridge Notes”) to related parties consisting of existing investors of TransEnterix Surgical, 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 Surgical. 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 Series B 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 Series B Preferred Stock, which was paid in cash, cancellation of certain Bridge Notes of TransEnterix Surgical or a combination thereof. The majority of the Series B Preferred Stock was issued to related parties who were existing stockholders of SafeStitch and TransEnterix Surgical. Pursuant to the Securities Purchase Agreement, the Company issued and sold an additional 25,000 shares of Series B Preferred Stock within the period provided in the Securities Purchase Agreement resulting in gross proceeds to the Company of approximately $100,000. Each share of Series B Preferred Stock was converted into ten shares of our common stock, par value $0.001 per share, on December 6, 2013. | ||||||||
At the closing of the Merger, each outstanding share of capital stock of TransEnterix Surgical 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 the closing of the Merger, and the holders of such Bridge Notes received Merger consideration in accordance with the Merger Agreement. | ||||||||
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 following table summarizes the purchase price (in thousands): | ||||||||
Common shares outstanding at the date of merger | 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 $93.9 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 | 54 | |||||||
Inventory | 50 | |||||||
Other current assets | 53 | |||||||
Property and equipment | 185 | |||||||
Other long-term asset | 2 | |||||||
Intangible assets | 10 | |||||||
Goodwill | 93,842 | |||||||
Total assets acquired | $ | 94,793 | ||||||
Accounts payable and other liabilities | 642 | |||||||
Total purchase price | $ | 94,151 | ||||||
The Company allocated $ 10,000 of the purchase price to identifiable intangible assets of trade names that met the separability and contractual legal criterion of ASC 805. The trade names will be amortized using the straight-line method over 5 years. | ||||||||
The results of operations of SafeStitch have been included in the Company’s consolidated financial statements from the date of the Merger. The following pro forma results of operations assume the acquisition of SafeStitch as of the beginning of 2012. The pro forma results for the year ended December 31, 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 Merger on January 1, 2013, or that the Company may achieve in the future. | ||||||||
Year ended December 31, | ||||||||
2013 | 2012 | |||||||
(In thousands, except per share) | ||||||||
Revenues | $ | 1,456 | $ | 2,150 | ||||
Net loss | -30,420 | -22,149 | ||||||
Earnings per share | $ | -0.17 | $ | -0.13 | ||||
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders Equity Note [Abstract] | ' |
Stockholdersb Equity (Deficit) | ' |
19. Stockholders’ Equity (Deficit) | |
TransEnterix Surgical | |
Common and Preferred Stock | |
On July 12, 2006, TransEnterix Surgical had 11,533,000 shares of common stock authorized. On December 27, 2007, TransEnterix Surgical authorized an additional 2,883,250 shares of common stock for a total of 14,416,250 authorized shares. On October 2, 2009, TransEnterix Surgical authorized an additional 24,219,300 shares of common stock for a total of 38,635,550 authorized shares. On November 30, 2011 TransEnterix Surgical authorized an additional 88,227,450 shares of common stock for a total of 126,863,000 authorized shares. In January 2012 TransEnterix Surgical authorized an additional 3,459,900 shares of common stock for a total of 130,322,900 authorized shares. As of December 31, 2012, 5,391,095 shares of common stock were issued at $0.001 par value per share and were outstanding. Each holder of common stock was entitled to one vote for each share held thereof. In connection with the Merger, the TransEnterix Surgical common stock was converted to common stock of the Company. | |
On December 27, 2007, TransEnterix Surgical had 6,500,000 shares of preferred stock authorized. On October 2, 2009, TransEnterix Surgical authorized an additional 15,234,402 shares of preferred stock for a total of 21,734,402 authorized shares. On November 30, 2011, TransEnterix Surgical authorized an additional 40,958,843 shares of preferred stock for a total of 62,693,245 authorized shares. In January 2012, TransEnterix Surgical authorized an additional 3,000,000 shares of preferred stock for a total of 65,693,245 shares. In connection with the Merger, the TransEnterix Surgical preferred stock was converted to common stock of the Company. | |
On December 31, 2007, TransEnterix Surgical completed the issuance of 3,143,749 shares of Series A Redeemable Convertible (“Series A”) Preferred Stock at $3.49 per preferred share. In March 2008, TransEnterix Surgical completed a second closing of Preferred Stock and had 3,373,882 shares of Series A Preferred Stock at $3.49 per preferred share issued and outstanding as of December 31, 2008. On February 18, 2009, TransEnterix Surgical completed the final closing of Series A Preferred Stock and had 5,734,402 shares of Preferred Stock at $3.49 per preferred share issued and outstanding as of December 31, 2011. During 2012, 38,141 shares of Series A Preferred Stock were converted to common stock. At December 31, 2012 TransEnterix Surgical had 5,696,261 shares of Series A Preferred Stock at $3.49 per preferred share issued and outstanding. In connection with the Merger, the TransEnterix Surgical Series A Preferred Stock was converted to common stock of the Company. | |
On October 6, 2009, TransEnterix Surgical completed the issuance of 11,504,298 shares of Series B Redeemable Convertible (“Series B”) Preferred Stock at $3.49 per preferred share. On November 30, 2011, TransEnterix Surgical completed the closing of Series B-1 Reedemable Convertible (“Series B-1”) Preferred Stock and had 45,121,691 shares of Preferred Stock at $0.33 per preferred share issued and outstanding as of December 31, 2011. In January 2012, TransEnterix Surgical completed a second closing of Series B-1 Preferred Stock. During 2012, 49,998 shares of TransEnterix Surgical’s Series B Preferred Stock were converted to common stock. TransEnterix Surgical had 45,998,220 shares of Series B-1 Preferred Stock at $0.33 per share issued and outstanding at December 31, 2012. In connection with the Merger, the TransEnterix Surgical Series B-1 Preferred Stock was converted to common stock of the Company. | |
TransEnterix Surgical recorded the shares of redeemable convertible preferred stock at their fair values at issuance, net of issuance costs. These shares have been presented outside of permanent equity due to the redemption feature. The carrying value of TransEnterix Surgical’s redeemable convertible preferred stock was increased by periodic accretion using the effective interest method so that the carrying amount will equal the redemption value at the redemption date. | |
Voting Rights | |
The holders of TransEnterix Surgical common stock and preferred stock shall vote together and not as separate classes, except as otherwise provided by law or agreed to contractually. Each holder of preferred stock was entitled to the number of votes equal to the number of shares of common stock, into which the shares of preferred stock held by such holder could be converted immediately after the close of business on the record date fixed for a stockholders meeting or the effective date of a written consent. The holders of shares of preferred stock were entitled to vote on all matters on which the common stock was entitled to vote and act by written consent in the same manner as the common stock. | |
Holders of preferred stock were entitled to notice of any stockholders meeting in accordance with the bylaws of TransEnterix Surgical. Fractional votes were not, however, permitted and any fractional voting rights were disregarded. | |
Dividends | |
In any calendar year, the holders of outstanding shares of preferred stock were entitled to receive dividends, when, as and if declared by the Board of Directors, out of any assets at the time legally available therefore, at the dividends rate specified for such shares of preferred stock payable in preference and priority to any declaration or payment of any distribution on Common stock of TransEnterix Surgical in such calendar year. No distributions were to be made with respect to the common stock until all declared dividends on preferred stock had been paid or set aside for payment to the preferred stock holders. Payments of any dividends to the holders of the Preferred Stock were to be made on a pro rata basis. The right to receive dividends on shares of preferred stock were not to be cumulative, and no right to such dividends were to accrue to holders of preferred stock by reason of the fact that dividends on said shares were not paid or declared in any calendar year. No dividends were declared during the years ended December 31, 2013 and 2012. | |
Liquidation | |
In the event of a liquidation, dissolution, or winding up of TransEnterix Surgical, either voluntary or involuntary, the holders of Series B-1 Preferred Stock and Series B Preferred Stock were entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of TransEnterix Surgical to the holders of Series A Preferred Stock and the holders of common stock by reason of their ownership of such stock, an amount per share for each share of preferred stock held by them equal to the sum of the liquidation preference for the Series B-1 Preferred Stock and the Series B Preferred Stock, respectively and (ii) all declared and unpaid dividends on such shares of preferred stock. If upon liquidation, the assets of TransEnterix Surgical were insufficient to permit the payments to such stock holders, then the entire assets of TransEnterix Surgical legally available for distributions were to be distributed with equal priority and pro rata among the holders of Series B-1 Preferred Stock and the Series B Preferred Stock in proportion to the full amounts to which they would otherwise be entitled. | |
After payment or setting aside for payment to the holders of Series B-1 Preferred Stock and Series B Preferred Stock, the holders of Series A Preferred Stock were entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of TransEnterix Surgical to the holders of common stock by reason of their ownership of such stock, an amount per share for each share of preferred stock held by them equal to the sum of the liquidation preference for the Series A Preferred Stock and (ii) all declared and unpaid dividends on such shares of preferred stock. If upon liquidation, the assets of TransEnterix Surgical are insufficient to permit the payments to such stock holders, then the assets of TransEnterix Surgical legally available for distributions to the holders of Series A Preferred Stock after payment of the full amount payable to the holders of Series B-1 Preferred Stock and Series B Preferred Stock were to be distributed with equal priority and pro rata among the holders of Series A Preferred Stock in proportion to the full amounts to which they would otherwise be entitled. | |
After the payment or setting aside for payment to the holders of preferred stock of the full amounts to holders of Preferred Series B-1, Preferred Series B, and Preferred Series A Stock, the remaining assets of TransEnterix Surgical legally available for distribution were to be distributed pro rata to the holders of the Series B-1 Preferred Stock, Series B Preferred Stock, and common stock of TransEnterix Surgical in proportion to the number of shares of common stock held by them, with the share of Series B-1 Preferred Stock and Series B Preferred Stock being treated for this purpose as if they had been converted to shares of common stock at the then applicable Conversion Rate, as defined in TransEnterix Surgical’s Articles of Incorporation. | |
Conversion | |
Each share of Preferred Stock was convertible, at the option of the holder, at any time after the date of issuance at the office of TransEnterix Surgical or any transfer agent for the preferred stock, into that number of fully paid nonassessable shares of common stock determined by dividing the original issue price for the relevant series of preferred stock by the conversion price for such shares in said series. The conversion price for the Preferred Stock Series A and B shall mean $3.49, and Series B-1 shall mean $0.33, and was subject to adjustment from time to time for recapitalizations. In connection with the Merger, the TransEnterix Surgical Series A, Series B and Series B-1 Preferred Stock was converted to common stock of the Company. | |
Redemption | |
At the written request of any holder of preferred stock delivered to TransEnterix Surgical on or after the fifth anniversary of the date of the filing of the amended and restated Certificate of Incorporation (November 30, 2016), TransEnterix Surgical shall redeem up to 25% of the shares of preferred stock then held by such holder within 20 days after receiving such notification and up to another 25% of the shares of preferred stock then held by the holder on each of the first three anniversaries of such initial redemption request. The redemption price was equal to the original issuance price plus all declared but unpaid dividends. | |
Carrying Value | |
The preferred stock was initially recorded by TransEnterix Surgical at the total proceeds received upon issuance, less the issuance costs. The difference between the total proceeds and the total redemption value at the redemption date is charged first to paid-in capital, if any, and then to the accumulated deficit over the period from issuance until redemption first becomes available. The amount of accretion during each period is determined by using the effective interest rate method. Accretion amounted to approximately $40,000 and $106,300 for the years ended December 31, 2013 and 2012, respectively. | |
The Company | |
In connection with the Merger, the Company entered into a securities purchase agreement with accredited investors pursuant to which the investors agreed to purchase an aggregate of 7,569,704.4 shares of the Company’s Series B Convertible Preferred Stock for a purchase price of $4.00 per share of Series B Preferred Stock, which was paid in cash, cancellation of certain indebtedness of TransEnterix Surgical or a combination thereof. Each share of Series B Preferred Stock was converted into ten shares of our common stock, par value $0.001 per share, on December 6, 2013 amounting to 75,697,044 shares of common stock. | |
On December 6, 2013, the Company increased the number of shares of common stock authorized from 225,000,000 to 750,000,000. | |
As of December 31, 2013, 25,000,000 shares of preferred stock are authorized, no shares are issued and outstanding. | |
Agreement_with_Creighton_Unive
Agreement with Creighton University | 12 Months Ended |
Dec. 31, 2013 | |
Agreement With University [Abstract] | ' |
Agreement with Creighton University | ' |
20. Agreement with Creighton University | |
On May 26, 2006, SafeStitch entered into an exclusive license and development agreement (the “Creighton Agreement”) with Creighton University (“Creighton”), granting the Company a worldwide exclusive (even as to the university) license, with rights to sublicense, to all the Company’s product candidates and associated know-how based on Creighton technology, including the exclusive right to manufacture, use and sell the product candidates. | |
Pursuant to the Creighton Agreement, the Company is obligated to pay Creighton, on a quarterly basis, a royalty of 1.5% of the revenue collected worldwide from the sale of any product licensed under the Creighton Agreement, less certain amounts including, without limitation, chargebacks, credits, taxes, duties and discounts or rebates. Also pursuant to the Creighton Agreement, the Company agreed to invest, in the aggregate, at least $2.5 million over 36 months, beginning May 26, 2006, towards development of any licensed product. This $2.5 million investment obligation excluded the first $150,000 of costs related to the prosecution of patents, which the Company invested outside of the Creighton Agreement. The Company is further obligated to pay to Creighton an amount equal to 20% of certain of the Company’s research and development expenditures as reimbursement for the use of Creighton’s facilities. Failure to comply with the payment obligations above will result in all rights in the licensed patents and know-how reverting back to Creighton. As of December 31, 2013, the Company had satisfied the $2.5 million investment obligation and the facility reimbursement obligation described above. | |
Pursuant to the Creighton Agreement, SafeStitch is entitled to exercise its own business judgment and sole and absolute discretion over the marketing, sale, distribution, promotion and other commercial exploitation of any licensed products, provided that, if the Company has not commercially exploited or commenced development of a licensed patent and its associated know-how by the seventh anniversary of the later of the date of the Creighton Agreement or the date such technology is disclosed to and accepted by SafeStitch, then the licensed patent and associated know-how shall revert back to the university, with no rights retained by the Company, and the university will have the right to seek a third party with whom to commercialize such patent and associated know-how, unless the Company purchases one or more one-year extensions. The Company is in compliance with these requirements. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
21. Commitments and Contingencies | |||||
On November 2, 2009, TransEnterix Surgical entered into an operating lease for its corporate offices for a period of five years commencing in April 2010, with an option to renew for an additional six years. On October 25, 2013, the Company entered into an operating lease for its warehouse for a period of four years and four months commencing in January 2014, with an option to renew for an additional six years. Rent expense was approximately $360,000 for each of the years ended December 31, 2013 and 2012. As of December 31, 2013, the Company’s approximate future minimum payments for its operating lease obligations are as follows: | |||||
Years ending December 31, | |||||
(In thousands) | |||||
2014 | $ | 498 | |||
2015 | 218 | ||||
2016 | 117 | ||||
2017 | 121 | ||||
2018 | 124 | ||||
Total | $ | 1,078 | |||
TransEnterix Surgical leases its manufacturing facility under a one-year lease from third parties. Rent expense under this lease was $54,533 and $51,455 for the years ended December 31, 2013 and 2012, respectively. SafeStitch leases various office space on a month to month basis. Rent expense under these leases was $55,301 for the year ended December 31, 2013, including $48,000 to a company controlled by a shareholder. | |||||
The Company is obligated to pay royalties to Creighton on the sales of products licensed from Creighton pursuant to an exclusive license and development agreement (see Note 20). The Company is also obligated under an agreement with Dr. Parviz Amid to pay a 1.5% royalty for the first three years and then a 4% royalty on the following seven years to Dr. Amid on the net sales of any product developed with Dr. Amid’s assistance, including the AMID HFD, for a period of ten years from the first commercial sale of such product. Royalties were incurred in the amount of $1,300 during the year ended December 31, 2012 and no royalties were incurred during the year ended December 31, 2013. | |||||
The Company has placed orders with various suppliers for the purchase of certain tooling, inventory and contract engineering and research services. Each of these orders has a duration or expected completion within the next twelve months. The Company currently has no material commitments with terms beyond twelve months. | |||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||
Going Concern | ' | ||||
Going Concern | |||||
The accompanying consolidated financial statements have been prepared on a going concern basis. The Company has accumulated a deficit of $98.3 million, including a net loss of $28.4 million for the year ended December 31, 2013, and has not generated significant revenue or positive cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated 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. | |||||
Consolidation | ' | ||||
Consolidation | |||||
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Isis Tele-Communications, Inc., which has no current operations, SafeStitch LLC, and TransEnterix Surgical, Inc. All inter-company accounts and transactions have been eliminated in consolidation. | |||||
Use of Estimates | ' | ||||
Use of Estimates | |||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include identifiable intangible assets and goodwill, the valuation of common stock for purposes of determining stock compensation expense, excess and obsolete inventory reserves, allowance for uncollectible accounts, and deferred tax asset valuation allowances. | |||||
Reverse Merger | ' | ||||
Reverse Merger | |||||
On September 3, 2013, SafeStitch and TransEnterix Surgical, consummated the Merger whereby TransEnterix Surgical merged with a merger subsidiary of SafeStitch, with TransEnterix Surgical as the surviving entity in the Merger. As a result of the Merger, TransEnterix Surgical became a wholly owned subsidiary of SafeStitch. On December 6, 2013, SafeStitch changed its corporate name to TransEnterix, Inc. | |||||
The Reverse Merger has been accounted for as a reverse acquisition under which TransEnterix Surgical was considered the acquirer of SafeStitch. As such, the financial statements of TransEnterix Surgical are treated as the historical financial statements of the combined company, with the results of SafeStitch being included from September 3, 2013. | |||||
As a result of the Reverse Merger with SafeStitch, historical common stock amounts and additional paid in capital have been retroactively adjusted using an Exchange Ratio of 1.1533. | |||||
Cash and Cash Equivalents, Restricted Cash, and Short-Term Investments | ' | ||||
Cash and Cash Equivalents, Restricted Cash, and Short-Term Investments | |||||
The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents and investments with original maturities of between 91 days and one year to be short-term investments. In order to manage exposure to credit risk, the Company invests in high-quality investments rated at least A2 by Moody’s Investors Service or A by Standard & Poor. | |||||
Restricted cash consisting of a money market account used as collateral securing a letter of credit under the terms of the corporate office operating lease that commenced in 2010 was $375,000 as of December 31, 2013 and 2012. | |||||
The Company’s investments consist of corporate bonds and are classified as available for sale. Investments classified as available for sale are measured at fair value, and net unrealized gains and losses are recorded as a component of accumulated other comprehensive income (loss) on the balance sheet until realized. Realized gains and losses on sales of investment securities are determined based on the specific-identification method and are recorded in interest and other income. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method. Such amortization and accretion is included in interest and other income. | |||||
Accounts Receivable | ' | ||||
Accounts Receivable | |||||
Accounts receivable are recorded at net realizable value, which includes an allowance for estimated uncollectable accounts. The allowance for uncollectible accounts was determined based on historical collection experience. | |||||
Fair Value of Financial Instruments | ' | ||||
Fair Value of Financial Instruments | |||||
The carrying values of cash equivalents, accounts receivable, interest receivable, accounts payable, and certain accrued expenses at December 31, 2013 and 2012, approximate their fair values due to the short-term nature of these items. The Company’s debt balance approximates fair value as of December 31, 2013 and 2012. | |||||
Concentration and Credit Risk | ' | ||||
Concentrations and Credit Risk | |||||
The Company’s principal financial instruments subject to potential concentration of credit risk are cash and cash equivalents and investments held in money market accounts. The Company places cash deposits with a federally insured financial institution. The Company maintains its cash at banks and financial institutions it considers to be of high credit quality; however the Company’s cash deposits may at times exceed the FDIC insured limit. Balances in excess of federally insured limitations may not be insured. The Company has not experienced losses on these accounts, and management believes that the Company is not exposed to significant risks on such accounts. | |||||
The Company had one customer who constituted 61% of the Company’s net accounts receivable at December 31, 2013. The Company had two customers who constituted 42% and 13%, respectively, of the Company’s net accounts receivable at December 31, 2012. The Company had one customer who accounted for 37% and 21% of revenues in 2013 and 2012, respectively. | |||||
Inventory | ' | ||||
Inventory | |||||
Inventory, which includes material, labor and overhead costs, is stated at standard costs which approximates actual cost, determined on a first-in, first-out basis, not in excess of market value. Raw materials consist of purchased material as well as sub-assemblies for which some labor has been applied. The Company records reserves, when necessary, to reduce the carrying value of inventory to their net realizable value. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis. | |||||
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. No impairment existed at December 31, 2013 or 2012. | |||||
Indefinite-lived intangible assets, such as goodwill are not amortized. The Company tests the carrying amounts of goodwill for recoverability on an annual basis at December 31st or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. No impairment existed at December 31, 2013. | |||||
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 | |||||
In July 2013, the Financial Accounting Standards Board issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," which updated the guidance in ASC Topic 740, Income Taxes. The amendments in ASU 2013-11 provide guidance for the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The guidance requires an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. This guidance is effective January 1, 2014. The Company does not expect adoption of this guidance to have a material impact on its consolidated results of operations and financial condition. | |||||
Effective January 1, 2013, the Company adopted the amended guidance in ASC Topic 220, Comprehensive Income. The amended guidance requires entities to disclose additional information about reclassification adjustments, including (1) changes in accumulated other comprehensive income by component and (2) significant items reclassified out of accumulated other comprehensive income by presenting the amount reclassified and the individual income statement line items affected. The adoption of ASU No. 2013-02 did not have a material impact on the Company’s consolidated financial position or results of operations. | |||||
Risk And Uncertainties | ' | ||||
Risk and Uncertainties | |||||
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. | |||||
Property and Equipment | ' | ||||
Property and Equipment | |||||
Property and equipment consists primarily of molds, machinery, manufacturing equipment, computer equipment, furniture, and leasehold improvements, which are recorded at cost. | |||||
Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: | |||||
Molds | 3 years | ||||
Machinery and manufacturing equipment | 5 years | ||||
Computer equipment | 3 years | ||||
Furniture | 5 years | ||||
Leasehold improvements | Lesser of lease term or 3 to 10 years | ||||
Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred. | |||||
Intellactual Property | ' | ||||
Intellectual Property | |||||
Intellectual property consists of purchased patent rights. Amortization is recorded using the straight-line method over the estimated useful life of the patents of 10 years. This method approximates the period over which the Company expects to receive the benefit from these assets. | |||||
Long-lived assets | ' | ||||
Long-Lived Assets | |||||
The Company reviews its long-lived assets including property and equipment and purchased intellectual property, for possible impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine the recoverability of its long-lived assets, the Company evaluates the probability that future estimated undiscounted net cash flows will be less than the carrying amount of the assets. If such estimated cash flows are less than the carrying amount of the long-lived assets, then such assets are written down to their fair value. The Company’s estimates of anticipated cash flows and the remaining estimated useful lives of long-lived assets could be reduced in the future, resulting in a reduction to the carrying amount of long-lived assets. | |||||
Preferred Stock Warrant Liability | ' | ||||
Preferred Stock Warrant Liability | |||||
In January and December 2012, TransEnterix Surgical entered into promissory notes with two lenders and issued preferred stock warrants to each lender in connection with the issuance of the promissory notes. At December 31, 2012, TransEnterix Surgical accounted for these freestanding warrants to purchase TransEnterix Surgical Series B-1 Convertible Preferred Stock as liabilities at fair value on the accompanying balance sheet. The warrants were subject to re-measurement at each balance sheet date prior to the Merger, and the change in fair value through the Merger date was recognized as other income (expense). TransEnterix Surgical used the Monte Carlo simulation method to value the warrants prior to the Merger which is a generally accepted statistical method used to generate a defined number of stock price paths in order to develop a reasonable estimate of the range of TransEnterix Surgical’s future expected stock prices and minimizes standard error. In connection with the Merger, the warrants, which previously were convertible into shares of TransEnterix Surgical Series B-1 Convertible Preferred Stock, were amended to be convertible into warrants to purchase the Company’s common stock. Upon conversion of the warrants upon the date of the Merger, the preferred stock warrant liability was reclassified into additional paid-in capital. | |||||
Significant assumptions used in the valuation of the preferred stock warrants liability December 31, 2012 were as follows: | |||||
Exercise price | $ | 0.29 | |||
Risk-free interest rate | 1.78 | % | |||
Expected volatility | 160 | % | |||
Expected life (years) | 9 | ||||
Expected dividend yield | 0 | % | |||
Revenue Recognition | ' | ||||
Revenue Recognition | |||||
Revenue from product sales is recognized when persuasive evidence of an arrangement exists, delivery has occurred which is typically at shipping point, the fee is fixed or determinable and collectability is reasonably assured. Shipping and handling costs billed to customers are included in revenue. | |||||
Cost of Good Sold | ' | ||||
Cost of Goods Sold | |||||
Cost of goods sold consists of materials, labor and overhead incurred internally to produce the products. Shipping and handling costs incurred by the Company are included in cost of goods sold. | |||||
Research and Development Costs | ' | ||||
Research and Development Costs | |||||
Research and development expenses primarily consist of engineering, product development and regulatory expenses, incurred in the design, development, testing and enhancement of our products and legal services associated with our efforts to obtain and maintain broad protection for the intellectual property related to our products. Research and development costs are expensed as incurred. | |||||
Stock-Based Compensation | ' | ||||
Stock-Based Compensation | |||||
The Company follows ASC 718 (“Stock Compensation”) and ASC 505-50 (“Equity-Based Payments to Non-employees”), which provide guidance in accounting for share-based awards exchanged for services rendered and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company determines the fair value of the stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty’s performance is complete. | |||||
The Company records as expense the fair value of stock-based compensation awards, including employee stock options. Compensation expense for stock-based compensation was $941,245 and $343,137 for the years ended December 31, 2013 and 2012, respectively. | |||||
Income Taxes | ' | ||||
Income Taxes | |||||
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets or liabilities for the temporary differences between financial reporting and tax basis of the Company’s assets and liabilities, and for tax carryforwards at enacted statutory rates in effect for the years in which the asset or liability is expected to be realized. The effect on deferred taxes of a change in tax rates is recognized in income during the period that includes the enactment date. In addition, valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amounts expected to be realized. | |||||
Comprehensive income (loss) | ' | ||||
Comprehensive income (loss) | |||||
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The Company’s comprehensive net loss is equal to its net loss for all periods presented. | |||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Summary Of Significant Accounting Policies [Abstract] | ' | ||||
Summary of Estimated Lives of Assets | ' | ||||
Depreciation is recorded using the straight-line method over the estimated useful lives of the assets as follows: | |||||
Molds | 3 years | ||||
Machinery and manufacturing equipment | 5 years | ||||
Computer equipment | 3 years | ||||
Furniture | 5 years | ||||
Leasehold improvements | Lesser of lease term or 3 to 10 years | ||||
Summary of Preferred Stock Warrants | ' | ||||
Significant assumptions used in the valuation of the preferred stock warrants liability December 31, 2012 were as follows: | |||||
Exercise price | $ | 0.29 | |||
Risk-free interest rate | 1.78 | % | |||
Expected volatility | 160 | % | |||
Expected life (years) | 9 | ||||
Expected dividend yield | 0 | % | |||
Cash_Cash_Equivalents_Restrict1
Cash, Cash Equivalents, Restricted Cash, and Short-term Investments (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Cash and Cash Equivalents [Abstract] | ' | |||||||
Summary of Cash and Cash Equivalent and Restricted Cash | ' | |||||||
Cash, cash equivalents, restricted cash, and short-term investments consist of the following: | ||||||||
December 31 | ||||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Cash | $ | 930 | $ | 729 | ||||
Money market | 9,084 | 8,167 | ||||||
Total cash and cash equivalents | $ | 10,014 | $ | 8,896 | ||||
Corporate bonds | $ | 6,191 | $ | 907 | ||||
Total short-term investments | $ | 6,191 | $ | 907 | ||||
Total restricted cash | $ | 375 | $ | 375 | ||||
Total | $ | 16,580 | $ | 10,178 | ||||
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | |||||||||||||
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, 2013 and 2012, 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, 2013 | ||||||||||||||
(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, 2013 | |||||||||||
Assets measured at fair value | ||||||||||||||
Cash and Cash Equivalents | $ | 10,014 | $ | - | $ | - | $ | 10,014 | ||||||
Restricted Cash | 375 | - | - | 375 | ||||||||||
Short term investments | - | $ | 6,191 | - | $ | 6,191 | ||||||||
Total Assets measured at | $ | 10,389 | $ | 6,191 | $ | - | $ | 16,580 | ||||||
fair value | ||||||||||||||
December 31, 2012 | ||||||||||||||
(In thousands) | ||||||||||||||
Quoted Prices in | ||||||||||||||
Active Markets for | Significant Other | Significant | ||||||||||||
Identical Assets | Observable Inputs | Unobservable Inputs | Total | |||||||||||
Description | (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 | ||||||
Fair Value, Inputs, Level 3 [Member] | ' | |||||||||||||
Defined Benefit Plan Disclosure [Line Items] | ' | |||||||||||||
Summary of Preferred Stock Warrent Liability | ' | |||||||||||||
The change in the fair value of the Level III preferred stock warrant liability is summarized below: | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
(In thousands) | ||||||||||||||
Fair value at beginning of year | $ | 109 | $ | - | ||||||||||
Issuances | - | 128 | ||||||||||||
Change in fair value recorded in other income (expense) | 1,800 | -19 | ||||||||||||
Reclassification to additional paid-in capital upon the merger | -1,909 | - | ||||||||||||
Fair value at end of year | $ | - | $ | 109 | ||||||||||
Investments_Tables
Investments (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 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 | |||||||||||
31-Dec-13 | ||||||||||||||
Corporate bonds | $ | 6,191 | $ | - | $ | - | $ | 6,191 | ||||||
December 31,2012 | ||||||||||||||
Corporate bonds | $ | 907 | $ | - | $ | - | $ | 907 | ||||||
Accounts_Receivable_Net_Tables
Accounts Receivable, Net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Summary of Accounts receivable | ' | |||||||
The following table presents the components of accounts receivable: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Gross accounts receivable | $ | 220 | $ | 586 | ||||
Allowance for uncollectible accounts | -32 | -50 | ||||||
Total accounts receivable, net | $ | 188 | $ | 536 | ||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Summary of Inventories | ' | |||||||
The following table presents the components of inventories: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Finished goods | $ | 896 | $ | 708 | ||||
Raw materials | - | 784 | ||||||
Reserve for excess and obsolete inventory | -195 | -110 | ||||||
Total inventories | $ | 701 | $ | 1,382 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment [Abstract] | ' | |||||||
Summary of Property and Equipment | ' | |||||||
Property and equipment consisted of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Machinery and manufacturing equipment | $ | 2,453 | $ | 2,722 | ||||
Molds | - | 1,228 | ||||||
Computer equipment | 1,327 | 1,081 | ||||||
Furniture | 287 | 286 | ||||||
Leasehold improvements | 1,249 | 673 | ||||||
Total property and equipment | 5,316 | 5,990 | ||||||
Accumulated depreciation and amortization | -3,452 | -4,223 | ||||||
Property and equipment, net | $ | 1,864 | $ | 1,767 | ||||
Intellectual_Property_Tables
Intellectual Property (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Summry of intelectual property | ' | |||||||
In 2009, the Company purchased certain patents from an affiliated company for $5 million in cash and concurrently terminated a license agreement related to the patents. Intellectual Property consisted of the following: | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
(In thousands) | ||||||||
Patents | $ | 5,000 | $ | 5,000 | ||||
Accumulated amortization | -2,259 | -1,759 | ||||||
Intellectual property, net | $ | 2,741 | $ | 3,241 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||||
Summary of Deferred Tax Assets and Liabilities | ' | ||||||||||||||
Significant components of the Company’s deferred tax assets consist of the following at December 31 (in thousands): | |||||||||||||||
2013 | 2012 | ||||||||||||||
Current deferred tax assets: | |||||||||||||||
Inventory reserves | $ | 71 | $ | 41 | |||||||||||
Accrued expenses | 331 | 77 | |||||||||||||
Deferred Rent | 14 | 30 | |||||||||||||
Allowance for uncollectible accounts receivable | 12 | 18 | |||||||||||||
Valuation allowance | -428 | -166 | |||||||||||||
Net current deferred tax asset | — | — | |||||||||||||
Noncurrent deferred tax assets: | |||||||||||||||
Stock-based compensation | 1,170 | 186 | |||||||||||||
Contribution carryforward | 2 | — | |||||||||||||
Research credit carryforward | 2,307 | 874 | |||||||||||||
Fixed assets | 235 | 141 | |||||||||||||
Capitalized start up costs | 4,676 | 2,180 | |||||||||||||
Net operating loss carryforwards | 38,286 | 22,820 | |||||||||||||
46,676 | 26,201 | ||||||||||||||
Valuation allowance | -46,672 | -26,201 | |||||||||||||
Net noncurrent deferred tax asset | 4 | — | |||||||||||||
Noncurrent deferred tax liability | |||||||||||||||
Purchase accounting intangibles | -4 | — | |||||||||||||
Net deferred tax asset (liability) | $ | — | $ | — | |||||||||||
Summary of Provision for Income Taxes | ' | ||||||||||||||
Taxes computed at the statutory federal income tax rate of 34% are reconciled to the provision for income taxes as follows for the years ended December 31: | |||||||||||||||
2013 | 2012 | ||||||||||||||
Percent of | Percent of | ||||||||||||||
Pretax | Pretax | ||||||||||||||
Amount | Earnings | Amount | Earnings | ||||||||||||
United States federal tax statutory rate | $ | -9,642 | 34 | % | $ | -5,245 | 34 | % | |||||||
State taxes (net of deferred benefit) | -662 | 2.3 | % | -469 | 3 | % | |||||||||
Non-deductible expenses | 1,556 | -5.5 | % | — | 0 | % | |||||||||
Change in valuation allowance | 20,733 | -73.1 | % | 5,101 | -33.1 | % | |||||||||
Adjustment for valuation allowance recorded as | -11,785 | 41.6 | % | — | 0 | % | |||||||||
part of purchase accounting | |||||||||||||||
Other, net | -200 | 0.7 | % | 613 | -3.9 | % | |||||||||
Provision for income taxes | $ | — | 0 | % | $ | — | 0 | % | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||
Summary of Share Based Fair Value Assumptions | ' | ||||||||||
The fair value of options granted were estimated using the Black-Scholes-Merton option pricing model based on the assumptions in the table below: | |||||||||||
Year ended December 31, | 2013 | 2012 | |||||||||
Expected dividend yield | 0% | 0% | |||||||||
Expected volatility | 62%-63% | 55% - 67% | |||||||||
Risk-free interest rate | 1.64% - 1.98% | 0.4% - 3.7% | |||||||||
Expected life (in years) | 5.7 – 6.1 | 2.9 - 10.0 | |||||||||
Summary of Stock Option Activity | ' | ||||||||||
The following table summarizes the Company’s stock option activity, including grants to non-employees, for the years ended December 31, 2013 and 2012: | |||||||||||
Weighted- | |||||||||||
Average | |||||||||||
Weighted- | Remaining | ||||||||||
Number of | Average | Contractual | |||||||||
Shares | Exercise Price | Term (Years) | |||||||||
Options outstanding at December 31, 2011 | 4,164,090 | $ | 0.48 | 7.58 | |||||||
Granted | 11,769,866 | 0.07 | |||||||||
Cancelled | -2,962,834 | 0.14 | |||||||||
Exercised | -48,356 | 0.07 | |||||||||
Options outstanding at December 31, 2012 | 12,922,766 | $ | 0.08 | 8.7 | |||||||
Options assumed through merger with SafeStitch | 3,547,750 | 0.75 | |||||||||
Granted | 3,015,696 | 0.44 | |||||||||
Cancelled | -30,643 | 0.08 | |||||||||
Exercised | -341,133 | 0.16 | |||||||||
Options outstanding at December 31, 2013 | 19,114,436 | $ | 0.26 | 7.95 | |||||||
Summary of Stock Options Outstanding | ' | ||||||||||
The following table summarizes information about stock options outstanding at December 31, 2013: | |||||||||||
Weighted- | |||||||||||
Average | |||||||||||
Weighted- | Remaining | ||||||||||
Number of | Average | Contractual | |||||||||
Shares | Exercise Price | Term (Years) | |||||||||
Exercisable at December 31, 2013 | 10,031,605 | $ | 0.3 | 7.23 | |||||||
Vested or expected to vest at December 31, 2013 | 18,788,438 | $ | 0.26 | 7.94 | |||||||
Summary of Unvested Stock Option Activity | ' | ||||||||||
The following table summarizes the unvested stock option activity: | |||||||||||
Weighted-Average | |||||||||||
Number of Shares | Fair Value | ||||||||||
Unvested options at December 31, 2011 | 1,683,733 | $ | 0.33 | ||||||||
Granted | 11,769,866 | 0.07 | |||||||||
Vested | -3,612,025 | 0.14 | |||||||||
Forfeited | -1,303,895 | 0.23 | |||||||||
Unvested options at December 31, 2012 | 8,537,679 | $ | 0.08 | ||||||||
Unvested options assumed through merger with SafeStitch | 1,116,000 | 0.49 | |||||||||
Granted | 3,015,696 | 0.19 | |||||||||
Vested | -3,559,092 | 0.25 | |||||||||
Forfeited | -27,452 | 0.04 | |||||||||
Unvested options at December 31, 2013 | 9,082,831 | $ | 0.22 | ||||||||
Restricted_Stock_Units_Tables
Restricted Stock Units (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Equity [Abstract] | ' | ||||||
Summary of Restricted Stock Unit Activity | ' | ||||||
The following is a summary of the RSU activity for the year ended December 31, 2013: | |||||||
Number of | Weighted | ||||||
Restricted | Average | ||||||
Stock Units | Grant | ||||||
Outstanding | Date Fair | ||||||
Value | |||||||
Unvested, December 31, 2012 | - | - | |||||
Granted | 1,050,000 | $ | 1.44 | ||||
Vested | - | - | |||||
Unvested, December 31, 2013 | 1,050,000 | $ | 1.44 | ||||
Warrants_Tables
Warrants (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Warrants and Rights Note Disclosure [Abstract] | ' | ||||||||||||
Summary of Warrant Activity | ' | ||||||||||||
The summary of warrant activity for the years ended December 31, 2012 and 2013 is as follows: | |||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Average | Remaining | Weighted | |||||||||||
Number of | Exercise | Contractual | Average | ||||||||||
Warrants | Price | Life (in years) | Fair Value | ||||||||||
Outstanding at January 1, 2012 | - | $ | - | - | $ | - | |||||||
Granted | 1,397,939 | 0.29 | 9.1 | 0.11 | |||||||||
Exercised | - | - | - | - | |||||||||
Expired/cancelled | - | - | - | - | |||||||||
Outstanding at December 31, 2012 | 1,397,939 | $ | 0.29 | 9.1 | $ | 0.09 | |||||||
Granted | |||||||||||||
Warrants assumed in merger with | |||||||||||||
SafeStitch | 5,998,000 | 0.33 | 4.3 | 0.23 | |||||||||
Exercised | -968,969 | 0.29 | - | 1.05 | |||||||||
Expired/cancelled | - | - | - | - | |||||||||
Outstanding at December 31, 2013 | 6,426,970 | $ | 0.29 | 4.7 | $ | 0.35 | |||||||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Table Text Block Supplement [Abstract] | ' | ||||
Summary of Notes Payable Agreements | ' | ||||
As of December 31, 2013 future principal payments under the Company’s notes payable agreements are as follows: | |||||
Years ending December 31, | |||||
(In thousands) | |||||
2014 | $ | 3,879 | |||
2015 | 4,232 | ||||
2016 | 370 | ||||
Total | $ | 8,481 | |||
Basic_and_Diluted_Net_Loss_per1
Basic and Diluted Net Loss per Share (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Basic and Diluted Net Loss Per Share [Abstract] | ' | |||||
Summary of Potential Common Shares | ' | |||||
Potential common shares not included in calculating diluted net loss per share are as follows: | ||||||
December 31, | ||||||
2013 | 2012 | |||||
Stock options | 19,114,436 | 12,922,766 | ||||
Stock warrants | 6,426,968 | 1,397,939 | ||||
Nonvested Restricted stock units | 1,050,000 | |||||
Total | 26,591,404 | 14,320,705 | ||||
Closing_of_Merger_and_Financin1
Closing of Merger and Financing Transaction (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Merger and Financial disclosure [Abstract] | ' | |||||||
Summary Of Purchase Price | ' | |||||||
The following table summarizes the purchase price (in thousands): | ||||||||
Common shares outstanding at the date of merger | 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 | 54 | |||||||
Inventory | 50 | |||||||
Other current assets | 53 | |||||||
Property and equipment | 185 | |||||||
Other long-term asset | 2 | |||||||
Intangible assets | 10 | |||||||
Goodwill | 93,842 | |||||||
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 Merger on January 1, 2013, or that the Company may achieve in the future. | ||||||||
Year ended December 31, | ||||||||
2013 | 2012 | |||||||
(In thousands, except per share) | ||||||||
Revenues | $ | 1,456 | $ | 2,150 | ||||
Net loss | -30,420 | -22,149 | ||||||
Earnings per share | $ | -0.17 | $ | -0.13 | ||||
Commitment_and_Contingencies_T
Commitment and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Summary of Future Minimum Payments and Operating Lease Obligations | ' | ||||
As of December 31, 2013, the Company’s approximate future minimum payments for its operating lease obligations are as follows: | |||||
Years ending December 31, | |||||
(In thousands) | |||||
2014 | $ | 498 | |||
2015 | 218 | ||||
2016 | 117 | ||||
2017 | 121 | ||||
2018 | 124 | ||||
Total | $ | 1,078 | |||
Organization_and_Capitalizatio1
Organization and Capitalization (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 06, 2013 | Dec. 31, 2012 | Aug. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 06, 2013 | Nov. 06, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Merger Agreement [Member] | Merger Agreement [Member] | Merger Agreement [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Private Placement [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | ||||
Merger Agreement [Member] | Private Placement [Member] | ||||||||||||
Organization and Capitalization [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | 7,545,000 | ' | 7,570,000 |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | ' | 10 | 10 | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | $4 |
Stockholders Equity Note, Stock Split, Conversion Ratio | 1.1533 | ' | ' | 1.1533 | 1.1533 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Share Price | ' | ' | ' | ' | $1.08 | $1.08 | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | ' | ' | ' | ' | ' | ' | ' | ' | ' | $105,549,746 | ' | ' | ' |
Payments to Acquire Businesses, Gross | $293,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Molds [Member] | ' |
Change In Accounting Estimate [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Machinery and manufacturing equipment | ' |
Change In Accounting Estimate [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Computer equipment | ' |
Change In Accounting Estimate [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Furniture | ' |
Change In Accounting Estimate [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Leasehold improvements | Maximum [Member] | ' |
Change In Accounting Estimate [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '10 years |
Leasehold improvements | Minimum [Member] | ' |
Change In Accounting Estimate [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Change In Accounting Estimate [Line Items] | ' |
Exercise price | $0.29 |
Risk-free interest rate | 1.78% |
Expected volatility | 160.00% |
Expected life (years) | '9 years |
Expected dividend yield | 0.00% |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of Significant Accounting Policies (Textual) [Abstract] | ' | ' |
Retained Earnings (Accumulated Deficit) | ($98,264,000) | ($69,906,000) |
Net Income (Loss) Attributable To Parent | -28,358,000 | -15,425,000 |
Restricted Cash and Cash Equivalents, Current | 375,000 | 375,000 |
Stockholders Equity Note, Stock Split, Conversion Ratio | 1.1533 | ' |
Employee Stock Option [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) [Abstract] | ' | ' |
Allocated Share-based Compensation Expense | $941,245 | $343,137 |
Patents [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) [Abstract] | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '10 years | ' |
Customer One [Member] | Accounts Receivable [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) [Abstract] | ' | ' |
Concentration Risk, Percentage | 61.00% | 42.00% |
Customer One [Member] | Sales Revenue, Net [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) [Abstract] | ' | ' |
Concentration Risk, Percentage | 37.00% | 21.00% |
Customer Two [Member] | Accounts Receivable [Member] | ' | ' |
Summary of Significant Accounting Policies (Textual) [Abstract] | ' | ' |
Concentration Risk, Percentage | ' | 13.00% |
Cash_Cash_Equivalents_Restrict2
Cash, Cash Equivalents, Restricted Cash, and Short-term Investments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Cash and Cash Equivalents [Line Items] | ' | ' | ' |
Cash | $930 | $729 | ' |
Money market | 9,084 | 8,167 | ' |
Total cash and cash equivalents | 10,014 | 8,896 | 14,004 |
Corporate bonds | 6,191 | 907 | ' |
Total short-term investments | 6,191 | 907 | ' |
Total restricted cash | 375 | 375 | ' |
Total | $16,580 | $10,178 | ' |
Fair_value_Details
Fair value (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Assets measured at fair value | ' | ' | ' |
Cash and Cash Equivalents | $10,014 | $8,896 | ' |
Restricted Cash | 375 | 375 | ' |
Short term investments | 6,191 | 907 | ' |
Total Assets measured at fair value | 16,580 | 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 | 10,014 | 8,896 | ' |
Restricted Cash | 375 | 375 | ' |
Short term investments | 0 | 0 | ' |
Total Assets measured at fair value | 10,389 | 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 | 6,191 | 907 | ' |
Total Assets measured at fair value | 6,191 | 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 | ' |
Short term investments | 0 | 0 | ' |
Total Assets measured at fair value | 0 | 0 | ' |
Liabilities measured at fair value | ' | ' | ' |
Preferred Stock Warrant Liability | 0 | -109 | 0 |
Total Liabilities measured at fair value | ' | ($109) | ' |
Fair_value_Details_1
Fair value (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value at beginning of year | ($109) | ' |
Change in fair value recorded in other income (expense) | -1,800 | 0 |
Reclassification to additional paid-in capital upon the merger | 1,909 | ' |
Fair value at end of year | ' | -109 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Fair value at beginning of year | -109 | 0 |
Issuances | 0 | 128 |
Change in fair value recorded in other income (expense) | 1,800 | -19 |
Reclassification to additional paid-in capital upon the merger | -1,909 | 0 |
Fair value at end of year | $0 | ($109) |
Investments_Details
Investments (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Investments [Line Items] | ' | ' |
Amortized Cost | $6,191 | $907 |
Unrealized Gain | 0 | 0 |
Unrealized (Loss) | 0 | 0 |
Fair Value | $6,191 | $907 |
Investments_Details_Textual
Investments (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
Realized Investment Gains (Losses) | $0 | $177 |
Accounts_Receivable_Net_Detail
Accounts Receivable, Net (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Receivable Net [Line Items] | ' | ' |
Gross accounts receivable | $220 | $586 |
Allowance for uncollectible accounts | -32 | -50 |
Total accounts receivable, net | $188 | $536 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ' | ' |
Finished goods | $896 | $708 |
Raw materials | 0 | 784 |
Reserve for excess and obsolete inventory | -195 | -110 |
Total inventories | $701 | $1,382 |
Inventories_Details_Textual
Inventories (Details Textual) (Inventory Valuation and Obsolescence [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Inventory [Line Items] | ' |
Valuation Allowances and Reserves, Period Increase (Decrease) | $85,000 |
Raw Materials [Member] | ' |
Inventory [Line Items] | ' |
Valuation Allowances and Reserves, Period Increase (Decrease) | 803,000 |
Valuation Allowances and Reserves, Deductions | $718,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | $5,316 | $5,990 |
Accumulated depreciation and amortization | -3,452 | -4,223 |
Property and equipment, net | 1,864 | 1,767 |
Machinery and Manufacturing Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 2,453 | 2,722 |
Molds [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 0 | 1,228 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 1,327 | 1,081 |
Furniture [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | 287 | 286 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, Gross | $1,249 | $673 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation | $982,616 | $1,212,819 |
Gain (Loss) on Disposition of Assets, Total | -450,000 | 0 |
Impairment of Long-Lived Assets Held-for-use | $449,853 | ' |
Intellectual_Property_Details
Intellectual Property (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Intellectual Property [Line Items] | ' | ' |
Intellectual property, net | $2,741 | $3,241 |
Patents [Member] | ' | ' |
Intellectual Property [Line Items] | ' | ' |
Patents | 5,000 | 5,000 |
Accumulated amortization | -2,259 | -1,759 |
Intellectual property, net | $2,741 | $3,241 |
Intellectual_Property_Details_
Intellectual Property (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Intellectual Property [Line Items] | ' | ' |
Amortization of Intangible Assets | $500,004 | $500,004 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 500,000 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 500,000 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 500,000 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 500,000 | ' |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $500,000 | ' |
Debt_Issuance_Costs_Details_Te
Debt Issuance Costs (Details Textual) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jan. 31, 2012 | |
Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | ||||
Promissory Note 1 [Member] | Promissory Note 2 [Member] | Promissory Note 3 [Member] | Promissory Note 4 [Member] | Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | $43,853 | $109,133 | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Financing Costs | 65,318 | 28,285 | ' | 37,522 | 39,416 | ' | ' | ' | ' | ' | ' |
Debt Issuance Cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,455 | 63,030 |
Interest Expense, Long-term Debt, Total | ' | ' | ' | ' | ' | 15,921 | 10,539 | 21,601 | 592 | ' | ' |
Accumulated Amortization, Deferred Finance Costs | ' | ' | ' | $76,938 | $39,416 | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current deferred tax assets: | ' | ' |
Inventory reserves | $71 | $41 |
Accrued expenses | 331 | 77 |
Deferred Rent | 14 | 30 |
Allowance for uncollectible accounts receivable | 12 | 18 |
Valuation allowance | -428 | -166 |
Net current deferred tax asset | 0 | 0 |
Noncurrent deferred tax assets: | ' | ' |
Stock-based compensation | 1,170 | 186 |
Contribution carryforward | 2 | 0 |
Research credit carryforward | 2,307 | 874 |
Fixed assets | 235 | 141 |
Capitalized start up costs | 4,676 | 2,180 |
Net operating loss carryforwards | 38,286 | 22,820 |
Deferred Tax Assets, Gross | 46,676 | 26,201 |
Valuation allowance | -46,672 | -26,201 |
Net noncurrent deferred tax asset | 4 | 0 |
Noncurrent deferred tax liability | ' | ' |
Purchase accounting intangibles | -4 | 0 |
Net deferred tax asset (liability) | $0 | $0 |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Contingency [Line Items] | ' | ' |
United States federal tax statutory rate, Amount | ($9,642) | ($5,245) |
State taxes (net of deferred benefit), Amount | -662 | -469 |
Non-deductible expenses, Amount | 1,556 | 0 |
Change in valuation allowance, Amount | 20,733 | 5,101 |
Adjustment for valuation allowance recorded as part of purchase accounting, Amount | -11,785 | 0 |
Other, net, Amount | -200 | 613 |
Provision for income taxes, Amount | $0 | $0 |
United States federal tax statutory rate, Percentof Pretax Earnings | 34.00% | 34.00% |
State taxes (net of deferred benefit), Percentof Pretax Earnings | 2.30% | 3.00% |
Non-deductible expenses, Percentof Pretax Earnings | -5.50% | 0.00% |
Change in valuation allowance, Percentof Pretax Earnings | -73.10% | -33.10% |
Adjustment for valuation allowance recorded as part of purchase accounting, Percentof Pretax Earnings | 41.60% | 0.00% |
Other, net, Percentof Pretax Earnings | 0.70% | -3.90% |
Provision for income taxes | 0.00% | 0.00% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
In Millions, unless otherwise specified | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Scenario, Forecast [Member] | Scenario, Forecast [Member] | Research Tax Credit Carryforward [Member] | Domestic Tax Authority [Member] | State and Local Jurisdiction [Member] | Maximum [Member] | Minimum [Member] | |||
Income Tax Contingency [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $0.40 | $20.70 | ' | ' | ' | ' | ' | ' | ' |
Operating Loss Carry forwards | ' | ' | ' | ' | ' | 104.7 | 75.6 | ' | ' |
Operating Loss Carry forwards Expiration Period | ' | ' | ' | ' | ' | ' | ' | '2027 | '2022 |
Tax Credit Carry forward, Amount | ' | ' | ' | ' | $2.30 | ' | ' | ' | ' |
Tax Credit Carry forward Expiration Period | ' | ' | ' | ' | '2027 | ' | ' | ' | ' |
Corporate Income Tax Rate | ' | 6.90% | ' | ' | ' | ' | ' | ' | ' |
Corporate Income Tax Rate For Future Peiod | ' | ' | 5.00% | 6.00% | ' | ' | ' | ' | ' |
RelatedParty_Transactions_Deta
Related-Party Transactions (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Line of Credit Facility [Line Items] | ' | ' |
Accounts Receivable, Related Parties, Current | $14,000 | ' |
Related Party Transaction, Amounts of Transaction | 55,000 | ' |
Miami [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Operating Leases Expiration Period | '5 years | ' |
Miami Lease Agreement [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Operating Leases Monthly Rent Expenses | 12,000 | ' |
Accrued Rent, Current | 48,000 | ' |
Synecor, LLC [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Payments to Acquire in Process Research and Development | $90,000 | $108,000 |
Synecor, LLC [Member] | Preferred Stock [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | 17.00% |
Synecor, LLC [Member] | Common Stock [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | 37.00% |
Officer [Member] | Synecor, LLC [Member] | Common Stock [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 12.00% | 85.00% |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of Share-Based Compensation of Fair Value Assumptions | ' | ' |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility, Minimum | 62.00% | 55.00% |
Expected volatility, Maximum | 63.00% | 67.00% |
Risk-free interest rate, Minimum | 1.64% | 0.40% |
Risk-free interest rate, Maximum | 1.98% | 3.70% |
Maximum [Member] | ' | ' |
Summary of Share-Based Compensation of Fair Value Assumptions | ' | ' |
Summary of Share Based Compensation of Fair Value Assumptions | '6 years 1 month 6 days | '10 years |
Minimum [Member] | ' | ' |
Summary of Share-Based Compensation of Fair Value Assumptions | ' | ' |
Summary of Share Based Compensation of Fair Value Assumptions | '5 years 8 months 12 days | '2 years 10 months 24 days |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary of Company's Stock Option activity | ' | ' | ' |
Outstanding, Shares | 12,922,766 | 4,164,090 | ' |
Outstanding, Weighted-Average Exercise Price | $0.08 | $0.48 | ' |
Outstanding, Weighted-Average Remaining Contractual Term | '7 years 11 months 12 days | ' | '7 years 6 months 29 days |
Options assumed through merger with SafeStitch | 3,547,750 | ' | ' |
Options assumed through merger with SafeStitch, Weighted-Average Excise Price | $0.75 | ' | ' |
Granted, Shares | 3,015,696 | 11,769,866 | ' |
Granted, Weighted-Average Exercise Price | $0.44 | $0.07 | ' |
Options assumed through merger with SafeStitch, Weighted-Average Remaining Contractual Term | '8 years 8 months 12 days | ' | ' |
Cancelled, Shares | -30,643 | -2,962,834 | ' |
Cancelled, Weighted-Average Exercise Price | $0.08 | $0.14 | ' |
Exercised, Shares | -341,000 | -48,000 | ' |
Exercised, Weighted-Average Exercise Price | $0.16 | $0.07 | ' |
Outstanding, Shares | 19,114,436 | 12,922,766 | 4,164,090 |
Outstanding, Weighted-Average Exercise Price | $0.26 | $0.08 | $0.48 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ' |
Exercisable, Number of Shares | 10,031,605 |
Exercisable, Weighted-Average Exercise Price | $0.30 |
Exercisable, Weighted-Average Remaining Contractual Term | '7 years 2 months 23 days |
Vested and expected to vest, Number of Shares | 18,788,438 |
Vested and expected to vest, Weighted-Average Exercise Price | $0.26 |
Vested and expected to vest, Weighted-Average Remaining Contractual Term | '7 years 11 months 8 days |
StockBased_Compensation_Detail3
Stock-Based Compensation (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ' | ' |
Granted, Shares | 3,015,696 | 11,769,866 |
Unvested Options [Member] | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ' | ' |
Balance Beginning, Number of Shares | 8,537,679 | 1,683,733 |
Unvested options assumed through merger with SafeStitch, Number of Shares | 1,116,000 | ' |
Granted, Shares | 3,015,696 | 11,769,866 |
Vested, Number of Shares | -3,559,092 | -3,612,025 |
Forfeited, Number of Shares | -27,452 | -1,303,895 |
Balance Ending, Number of Shares | 9,082,831 | 8,537,679 |
Balance Beginning | 0.08 | 0.33 |
Granted, Weighted-Average FairValue | 0.19 | 0.07 |
Vested, Weighted-Average FairValue | 0.25 | 0.14 |
Forfeited, Weighted-Average FairValue | 0.04 | 0.23 |
Balance Ending, Weighted-Average FairValue | 0.22 | 0.08 |
Unvested options assumed through merger with SafeStitch, Weighted-Average FairValue | 0.49 | ' |
StockBased_Compensation_Detail4
Stock-Based Compensation (Details Textual) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 29, 2013 | Jun. 19, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2006 [Member] | Incentive Compensation Plan 2006 [Member] | Incentive Compensation Plan 2006 [Member] | Unvested Options [Member] | Unvested Options [Member] | Stock appreciation rights (SARs) [Member] | Stock appreciation rights (SARs) [Member] | Merger Agreement [Member] | |||||
Incentive Compensation Plan 2007 [Member] | Incentive Compensation Plan 2007 [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | 24,700,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,015,696 | 11,769,866 | ' | ' | ' | ' | 400,000 | 16,890,945 | 5,550,264 | 3,015,696 | 11,769,866 | ' | ' | ' |
Stock Appreciation Rights Maximum Term | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $347,593 | $0 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.19 | $0.07 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 879,826 | 263,751 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | 1,790,930 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '2 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-Based Compensation | 941,000 | 343,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders Equity Note, Stock Split, Conversion Ratio | 1.1533 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.1533 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | ' | ' | ' | ' | 1,000,000 | 500,000 | ' | ' | ' | ' | ' | 2,500,000 | 1,000,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 24,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 12,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $24,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted_Stock_Units_Details
Restricted Stock Units (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Restricted Stock Units (RSUs) [Member] | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ' |
Balance Beginning | 0 |
Granted | 1,050,000 |
Balance Ending | 1,050,000 |
Balance Beginning | $0 |
Granted | $1.44 |
Balance Ending | $1.44 |
Restricted_Stock_Units_Details1
Restricted Stock Units (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '2 years 7 months 6 days |
Restricted Stock Units (RSUs) [Member] | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award [Line Items] | ' |
Deferred Compensation Liability, Current, Total | 121,169 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 1,400,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '2 years 9 months 18 days |
Share Based Compensation Arrangement By Share Based Payment Award Non Option Equity Instruments Grants In Period Weighted Average Grant Date Fair Value | 1.44 |
Warrants_Details
Warrants (Details) (Warrants Not Settleable in Cash [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Warrants Not Settleable in Cash [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Balance Beginning | 1,397,939 | 0 |
Granted, NumberofWarrants | ' | 1,397,939 |
Forfeited, Number of Shares | 5,998,000 | ' |
Forfeited, Number of Shares | -968,969 | 0 |
Expired/cancelled, Numberof Warrants | 0 | 0 |
Balance Ending | 6,426,970 | 1,397,939 |
Granted, Weighted Average Exercise Price | ' | $0.29 |
Warrants assumed in merger with SafeStitch, Weighted Average Exercise Price | $0.33 | ' |
Exercised, Weighted Average Exercise Price | $0.29 | ' |
Balance Ending, Weighted Average Exercise Price | $0.29 | $0.29 |
Granted, Weighted Average Remaining Contractual Life(inyears) | ' | '9 years 1 month 6 days |
Warrants assumed in merger with SafeStitch, Weighted Average Remaining Contractual Term | '4 years 3 months 18 days | ' |
Balance Ending, Weighted Average Remaining Contractual Life (in years) | '4 years 8 months 12 days | '9 years 1 month 6 days |
Balance Begining, Weighted Average FairValue | $0.09 | $0 |
Granted, Weighted Average Fair Value | ' | $0.11 |
Balance Ending, Weighted Average Fair Value | $0.35 | $0.09 |
Share Based Compensation Arrangement By Share Based Payment Award Warrants Assumed Weighted Average Grand Date Fair Value | $0.23 | ' |
Share Based Compensation Arrangement By Share Based Paymen tAward Warrants Weighted Average Exercised | $1.05 | ' |
Warrants_Details_textual
Warrants (Details textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ' | ' |
Stock Issued During Period, Value, New Issues | $30,197,000 | ' |
Stockholders Equity Note, Stock Split, Conversion Ratio | 1.1533 | ' |
Change in fair value recorded in other income (expense) | -1,800,000 | 0 |
Warrants Not Settleable in Cash [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Warrants Exercised During Period | 698,967 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | 8,700,000 | 0 |
Stock Purchase Agreement 2013 [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Stock Issued During Period Private Placement Shares | 6,400,000 | ' |
Warrants Issued During Period Private Placement | 3,200,000 | ' |
Common Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Stock Issued During Period, Shares, New Issues | 0 | ' |
Stock Issued During Period, Value, New Issues | 0 | ' |
Stock Issued During Period Shares Warrants Exercised | 563,834 | 1,397,939 |
Series A Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Stock Issued During Period, Shares, New Issues | 0 | ' |
Stock Issued During Period, Value, New Issues | 0 | ' |
2013 PIPE investors [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Number Of Investors | 17 | ' |
Stock Issued During Period, Shares, New Issues | 12,100,000 | ' |
Equity Issuance, Per Share Amount | $0.25 | ' |
Stock Issued During Period, Value, New Issues | 3,000,000 | ' |
Warrants to purchase common shares | 6,048,000 | ' |
Warrant Exercise Price | $0.33 | ' |
Warrant Expiry Period | '5 years | ' |
Merger Agreement [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Stockholders Equity Note, Stock Split, Conversion Ratio | 1.1533 | ' |
Merger Agreement [Member] | Warrants Not Settleable in Cash [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Warrants Exercised During Period | 270,000 | ' |
Warrants Outstanding During Period | 6,000,000 | ' |
Change in fair value recorded in other income (expense) | ' | $1,800,000 |
Notes_Payable_Details
Notes Payable (Details) (Notes Payable, Other Payables [Member], USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Notes Payable, Other Payables [Member] | ' |
Debt Instrument [Line Items] | ' |
2014 | $3,879 |
2015 | 4,232 |
2016 | 370 |
Total | $8,481 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 17, 2012 | Dec. 31, 2013 | Jan. 17, 2012 | Jan. 17, 2012 | |
Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Merger Agreement [Member] | Term A Loan [Member] | Term B Loan [Member] | ||||
Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | |||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | $43,853 | $109,133 | ' | ' | ' | $10,000,000 | ' | $4,000,000 | $6,000,000 |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | ' | ' | ' | 8.75% | ' | ' | ' | ' | ' |
Final Payment Fee Percentage | ' | ' | ' | ' | 3.33% | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' |
Class Of Warrant Or Right, Number Of Securities Called By Warrants Or Rights | ' | ' | ' | ' | 1,397,939 | ' | ' | ' | ' | ' |
Warrant Exercise Price | ' | ' | ' | $0.29 | ' | $0.33 | ' | ' | ' | ' |
Stockholders Equity Note, Stock Split, Conversion Ratio | 1.1533 | ' | ' | ' | ' | ' | ' | 1.1533 | ' | ' |
Warrants Expiration Date | ' | 16-Jan-22 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Expiration or Due Date | 1-Jan-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic_and_Diluted_Net_Loss_per2
Basic and Diluted Net Loss per Share (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 26,591,404 | 14,320,705 |
Employee Stock Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 19,114,436 | 12,922,766 |
Stock Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,426,968 | 1,397,939 |
Nonvested Restricted stock units (RSUs) [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,050,000 | ' |
Basic_and_Diluted_Net_Loss_per3
Basic and Diluted Net Loss per Share (Details Textual) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Basic and Diluted Net Loss per Share [Line Items] | ' | ' |
Weighted average outstanding common shares | 0 | 0 |
Closing_of_Merger_and_Financin2
Closing of Merger and Financing Transaction (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ' | ' |
Common shares outstanding at the date of merger | 244,207,733 | 5,391,095 |
Total purchase price | $93,858 | ' |
Cash consideration | 293 | ' |
Total purchase price | $94,151 | ' |
Merger Agreement [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Common shares outstanding at the date of merger | 61,749 | ' |
Closing price per share | $1.52 | ' |
Closing_of_Merger_and_Financin3
Closing of Merger and Financing Transaction (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
Cash and cash equivalents | $597 | ' |
Accounts receivable | 54 | ' |
Inventory | 50 | ' |
Other current assets | 53 | ' |
Property and equipment | 185 | ' |
Other long-term asset | 2 | ' |
Intangible assets | 10 | ' |
Goodwill | 93,842 | 0 |
Total assets acquired | 94,793 | ' |
Accounts payable and other liabilities | 642 | ' |
Total purchase price | $94,151 | $93,858 |
Closing_of_Merger_and_Financin4
Closing of Merger and Financing Transaction (Details 2) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ' | ' |
Revenues | $1,431 | $2,115 |
Net loss | -28,358 | -15,425 |
Pro Forma Results [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Revenues | 1,456 | 2,150 |
Net loss | ($30,420) | ($22,149) |
Earnings per share | ($0.17) | ($0.13) |
Closing_of_Merger_and_Financin5
Closing of Merger and Financing Transaction (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2013 | Dec. 31, 2013 | Dec. 06, 2013 | Dec. 31, 2012 | Aug. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 06, 2013 | Nov. 06, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Merger Agreement [Member] | Merger Agreement [Member] | Merger Agreement [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Private Placement [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | |||||
Merger Agreement [Member] | Private Placement [Member] | |||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $105,549,746 | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | 293,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Principal Amount | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | $4 |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | 7,545,000 | ' | 7,570,000 |
Goodwill | ' | 93,842,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | ' | ' | 10 | 10 | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | ' | $10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders Equity Note, Stock Split, Conversion Ratio | ' | 1.1533 | ' | ' | 1.1533 | 1.1533 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | ' | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' | ' |
Business Acquisition, Share Price | ' | ' | ' | ' | ' | $1.08 | $1.08 | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Deficit_De
Stockholders' Equity (Deficit) (Details Textual) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 06, 2013 | Oct. 29, 2013 | Jan. 31, 2012 | Jan. 17, 2012 | Dec. 31, 2011 | Nov. 30, 2011 | Dec. 31, 2009 | Oct. 02, 2009 | Dec. 31, 2007 | Dec. 27, 2007 | Jul. 12, 2006 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 06, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 06, 2013 | |
Private Placement [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | Series B-1 Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Series B Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | ||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 750,000,000 | 130,322,900 | 225,000,000 | 24,219,300 | ' | 3,459,900 | 126,863,000 | 88,227,450 | 38,635,550 | ' | 14,416,250 | 2,883,250 | 11,533,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | 244,207,733 | 5,391,095 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Preferred Stock, Shares Authorized | 25,000,000 | 65,693,245 | ' | ' | 3,000,000 | ' | 62,693,245 | 40,958,843 | 21,734,402 | 15,234,402 | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,696,261 | 5,734,402 | 3,373,882 | 3,143,749 | ' | ' | 11,504,298 | ' | 45,998,220 | 45,121,691 | ' | ' | ' | ' |
Preferred Stock, Par or Stated Value Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.49 | $3.49 | $3.49 | $3.49 | ' | ' | $3.49 | ' | $0.33 | $0.33 | ' | ' | ' | ' |
Preferred Stock, Shares Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,696,261 | 5,734,402 | 3,373,882 | ' | ' | ' | ' | ' | ' | 45,121,691 | ' | ' | ' | ' |
Conversion of Stock, Shares Converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,141 | ' | ' | ' | ' | 49,998 | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends, Preferred Stock, Total | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.49 | ' | ' | ' | ' | 3.49 | ' | ' | 0.33 | ' | ' | ' | ' | ' | ' |
Preferred Stock Redemption Percentage | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Accretion of Redemption Discount | 40,000 | 106,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,545,000 | 0 | ' | ' | ' | ' | 0 | ' | ' | 0 | ' | ' | ' | 7,570,000 | 0 | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | $4 | ' | ' |
Conversion of Stock, Amount Issued | $1,909,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $75,697,044 | ' |
Agreement_with_Creighton_Unive1
Agreement with Creighton University (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
AGREEMENT WITH CREIGHTON UNIVERSITY [Line Items] | ' |
Percentage of royalty of product revenue | 1.50% |
Minimum investment under royalty agreement | $2,500,000 |
Period for minimum investment under royalty agreement | '36 months |
Patent related under royalty agreement | $150,000 |
Reimbursement percentage of research and development expenses | 20.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies [Line Items] | ' |
2014 | $498 |
2015 | 218 |
2016 | 117 |
2017 | 121 |
2018 | 124 |
Operating Leases, Future Minimum Payments Due, Total | $1,078 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies (Textual) [Abstract] | ' | ' |
Percentage Of Royalty Paid For One To Three Years | 1.50% | ' |
Percentage Of Royalty Paid For Four To Ten Years | 4.00% | ' |
Royalty Expense | $0 | $1,300 |
Office Building [Member] | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' |
Operating Leases, Rent Expense | 55,301 | ' |
Shareholder [Member] | Office Building [Member] | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' |
Operating Leases, Rent Expense | 48,000 | ' |
Corporate Office [Member] | Warehouse [Member] | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' |
Operating Leases, Rent Expense | 360,000 | 360,000 |
Manufacturing Facility [Member] | ' | ' |
Commitments and Contingencies (Textual) [Abstract] | ' | ' |
Operating Leases, Rent Expense | $54,533 | $51,455 |