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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2014	Apr. 30, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	INTERCEPT PHARMACEUTICALS INC
Entity Central Index Key	0001270073
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	icpt
Entity Common Stock, Shares Outstanding		21,087,357
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 11,210,833	$ 13,363,185
Investment securities, available-for-sale	122,894,295	131,468,797
Prepaid expenses and other current assets	4,796,328	2,732,556
Total current assets	138,901,456	147,564,538
Fixed assets, net	1,910,442	1,672,295
Security deposits	1,082,209	1,081,747
Total assets	141,894,107	150,318,580
Current liabilities:
Accounts payable, accrued expenses and other liabilities	8,763,999	7,259,805
Short-term portion of warrant liability	276,738,805
Short-term portion of deferred revenue	1,621,620	1,621,622
Total current liabilities	287,124,424	8,881,427
Long-term liabilities:
Long-term portion of deferred revenue	8,513,516	8,918,916
Long-term portion of warrant liability		50,112,137
Total liabilities	295,637,940	67,912,480
Stockholders' equity (deficit):
Common stock. 25,000,000 shares authorized; 19,389,610, and 19,566,640 shares issued and outstanding as of December 31, 2013 and March 31, 2014, respectively; par value $0.001 per share	19,567	19,390
Additional paid-in capital	289,834,694	268,302,617
Accumulated other comprehensive income, net	43,484	59,853
Accumulated deficit during development stage	(443,641,578)	(185,975,760)
Total stockholders' equity (deficit)	(153,743,833)	82,406,100
Total liabilities and stockholders' equity	$ 141,894,107	$ 150,318,580

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2014	Dec. 31, 2013
Statement Of Financial Position [Abstract]
Common stock, authorized	25,000,000	25,000,000
Common stock, shares, issued	19,566,640	19,389,610
Common stock, shares, outstanding	19,566,640	19,389,610
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		139 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Income Statement [Abstract]
Licensing revenue	$ 405,403	$ 405,405	$ 6,278,265
Costs and expenses:
Research and development	25,929,683	4,832,556	125,305,881
General and administrative	5,651,127	2,396,854	48,381,048
Total costs and expenses	31,580,810	7,229,410	173,686,929
Other income (expense):
Revaluation of warrants	(226,626,668)	(3,682,505)	(278,143,310)
Foreign currency loss on liquidation			(191,733)
Other income, net	136,257	296,362	1,613,170
QTDP Grant			488,959
Total other income (expense)	(226,490,411)	(3,386,143)	(276,232,914)
Net loss	(257,665,818)	(10,210,148)	(443,641,578)
Dividends on preferred stock, not declared			(10,944,134)
Net loss attributable to common stockholders	$ (257,665,818)	$ (10,210,148)	(454,585,712)
Net loss per share, basic and diluted (in dollars per share)	$ (13.21)	$ (0.62)
Weighted average shares outstanding, basic and diluted (in shares)	19,504,748	16,558,297
Other comprehensive gain (loss):
Unrealized gain (loss) on investment securities	$ 16,369	$ (245,481)	43,484
Total comprehensive loss	$ (257,649,449)	$ (10,455,629)	$ (443,598,094)

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		139 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Cash flows from operating activities:
Net loss	$ (257,665,818)	$ (10,210,148)	$ (443,641,578)
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of warrants	226,626,668	3,682,505	278,143,310
Stock-based compensation	19,072,642	1,607,181	38,296,607
Impairment of bonds			151,402
Loss from sale of assets			217,296
Depreciation	61,661	22,650	2,534,013
Foreign currency loss on liquidation			191,733
Amortization of investment premium	551,913		2,284,975
Changes in:
Prepaid expenses and other current assets	(2,064,234)	187,568	(5,137,984)
Accounts payable, accrued expenses, and other current liabilities	1,504,194	(520,024)	8,764,003
Deferred revenue	(405,402)	(405,405)	10,135,136
Interest accrued on promissory notes			91,249
Net cash used in operating activities	(12,318,376)	(5,635,673)	(107,969,838)
Cash flows from investing activities:
Investments in certificates of deposit			(627,631)
Purchases of investment securities	(15,723,676)	(10,243,468)	(207,489,760)
Sales of investment securities	23,729,896	2,000,000	82,089,650
Purchases of equipment, improvements, and furniture and fixtures	(299,808)	(8,664)	(3,326,186)
Net cash (used in) provided by investing activities	7,706,412	(8,252,132)	(129,353,927)
Cash flows from financing activities:
Proceeds from issuance of stock offerings, net of issuance costs			233,646,499
Proceeds from issuance of common stock warrants			7,385,897
Costs associated with issuance of stock	(338,816)		(338,816)
Payments of capital lease obligation			(1,335,567)
Proceeds from exercise of options	2,798,428	87,428	7,735,221
Proceeds from exercise of warrants			383,097
Proceeds from issuance of convertible promissory notes payable			1,250,000
Net cash provided by financing activities	2,459,612	87,428	248,726,331
Effect of exchange rate changes			(191,733)
Net (decrease) in cash and cash equivalents	(2,152,352)	(13,800,377)	11,210,833
Cash and cash equivalents - beginning of period	13,363,185	45,511,641
Cash and cash equivalents - end of period	$ 11,210,833	31,711,264	11,210,833
Supplemental disclosure of cash flow information:
Cash paid during the year for interest			181,980
Supplemental disclosures of noncash activities:
Conversion of promissory note payable, including accrued interest of $91,250 into common shares			1,341,249
Issuance of 108,169 warrants for private placement agent fees			1,471,485
Acquisition of equipment pursuant to capital leases			1,335,567
Issuance of common stock for cashless warrant exchange		$ 3,628,077	$ 9,713,800

Condensed Consolidated Statements of Cash Flows (Parenthetical)	Mar. 31, 2014 USD ($) shares
Statement Of Cash Flows [Abstract]
Accrued interest, promissory note \| $	$ 91,250
Warrant issuance \| shares	108,169

Nature of Business and Basis of Presentation

3 Months Ended

Mar. 31, 2014

Nature of Business and Basis of Presentation [Abstract]

Nature of Business and Basis of Presentation

Intercept Pharmaceuticals, Inc. (“Intercept” or the “Company”), a development stage company, is a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat chronic liver and intestinal diseases utilizing its proprietary bile acid chemistry. The Company’s product candidates have the potential to treat orphan and more prevalent liver diseases for which there currently are limited therapeutic solutions.

The Company has its administrative headquarters in New York, New York and an office in San Diego, California. The Company has a wholly owned subsidiary in Italy which acts as the Company’s legal representative for its clinical trials in the European Union to satisfy European Union regulatory requirements. Intercept was incorporated in Delaware in September 2002.

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in conformity with 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.

The accompanying condensed interim financial statements are unaudited. The condensed interim unaudited financial statements have been prepared in accordance with GAAP on the same basis as the annual audited financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the dates and periods presented herein. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes set forth in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2014. The results for the three months ended March 31, 2013 and March 31, 2014 (unaudited), and for the period from inception (September 4, 2002) through March 31, 2014 (unaudited) are not necessarily indicative of results to be expected for the year ending December 31, 2014, any other interim periods or any future year or period.

Significant Agreements

3 Months Ended

Mar. 31, 2014

Significant Agreements [Abstract]

Significant Agreements

Dainippon Sumitomo Pharma Co, Ltd. (DSP)

In March 2011, the Company entered into an exclusive license agreement with DSP to research, develop and commercialize obeticholic acid (OCA) as a therapeutic for the treatment of primary biliary cirrhosis (PBC) and nonalcoholic steatohepatitis (NASH) in Japan and China (excluding Taiwan) and agreed not to commercialize other farnesoid X receptor, or FXR, agonist compounds or products for PBC, NASH or specified additional indications in countries in which DSP retains an exclusive license to OCA under the agreement. Under the terms of the license agreement, the Company received an up-front payment from DSP of $15.0 million and may be eligible to receive additional milestone payments up to an aggregate of approximately $30.0 million in development milestones based on the initiation or completion of clinical trials, $70.0 million in regulatory approval milestones and $200.0 million in sales milestones. The regulatory approval milestones include $15.0 million for receiving marketing approval for OCA for NASH in Japan, $10.0 million for receiving marketing approval for OCA for NASH in China, and up to $5.0 million for receiving marketing approval for OCA for PBC in the United States. The sales milestones are based on aggregate sales amounts of OCA and include $5.0 million for achieving net sales of $50.0 million, $10.0 million for achieving net sales of $100.0 million, $20.0 million for achieving net sales of $200.0 million, $40.0 million for achieving net sales of $400.0 million and $120.0 million for achieving net sales of $1.2 billion. DSP is also required to make royalty payments ranging from the tens to the twenties in percent based on net sales of OCA products in the DSP territory. DSP has the exclusive option to add several other Asian countries to its territory, including Korea and Taiwan, and to pursue OCA for additional indications. DSP will be responsible for the costs of developing and commercializing OCA in its territory.

The Company evaluated the license agreement with DSP and determined that it is a revenue arrangement with multiple deliverables, or performance obligations. The Company’s substantive performance obligations under this license include an exclusive license to its technology, technical and scientific support to the development plan and participation on a joint steering committee. The Company determined that these performance obligations represent a single unit of accounting, since, initially, the license does not have stand-alone value to DSP without the Company’s technical expertise and steering committee participation during the development of OCA. This development period is currently estimated as continuing through June 2020 and, as such, the up-front payment is being recognized ratably over this period. During the three months ended March 31, 2013 and 2014, the Company recorded revenue of $405,000 and $405,000, respectively, in “Licensing Revenue” in its Consolidated Statement of Operations for the Company’s efforts under the agreement. The Company has not achieved any of the milestones relating to the agreement as of March 31, 2014 and has not recognized any revenue related to such milestones. The Company has determined that each potential future development, regulatory and sales milestone is substantive.

Investments

3 Months Ended

Mar. 31, 2014

Investments [Abstract]

Investments

The following table summarizes the Company’s cash, cash equivalents and investments as of December 31, 2013 and March 31, 2014:



	As of December 31, 2013
			Gross		Gross
	Amortized Cost		Unrealized		Unrealized		Fair Value
			Gains		Losses
	(In thousands)
Cash and cash equivalents:
Cash and money market funds	$	13,363	$	-	$	-	$	13,363
Investment securities:
Commercial paper		7,993		1		-		7,994
Corporate debt securities		115,704		115		(59)		115,760
U.S. government and agency securities		6,657		6		-		6,663
Municipal securities		1,051		1		-		1,052
Total investments		131,405		123		(59)		131,469
Total cash, cash equivalents and investments	$	144,768	$	123	$	(59)	$	144,832



	As of March 31, 2014
			Gross		Gross
	Amortized Cost		Unrealized		Unrealized		Fair Value
			Gains		Losses
	(In thousands)
Cash and cash equivalents:
Cash and money market funds	$	11,211	$	-	$	-	$	11,211
Investment securities:
Commercial paper		2,996		1		-		2,997
Corporate debt securities		112,185		101		(63)		112,223
U.S. government and agency securities		6,626		5		-		6,631
Municipal securities		1,039		4		-		1,043
Total investments		122,846		111		(63)		122,894
Total cash, cash equivalents and investments	$	134,057	$	111	$	(63)	$	134,105

The following table shows the gross unrealized losses and fair value of the Company’s available-for-sale investments aggregated by investment category and length of time that individual securities have been in the position:



	As of December 31, 2013
	Less than 12 months				12 Months or greater				Total
					(In thousands)
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Corporate debt securities	$	9,515	$	(2)	$	31,312	$	(57)	$	40,827	$	(59)
Total	$	9,515	$	(2)	$	31,312	$	(57)	$	40,827	$	(59)


	As of March 31, 2014
	Less than 12 months				12 Months or greater				Total
					(In thousands)
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
Corporate debt securities	$	15,75915,759	$	(13)	$	32,234	$	(50)	$	47,993	$	(63)
Total	$	15,759	$	(13)	$	32,23432,234	$	(50)	$	47,993	$	(63)

- Definition

The entire disclosure for investments in certain debt and equity securities.

+ References + Details

Income Taxes

3 Months Ended

Mar. 31, 2014

Income Taxes [Abstract]

Income Taxes


	4.	Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be resolved. The effect of a change in tax rates or laws on deferred tax assets and deferred tax liabilities is recognized in operations in the period that includes the enactment date of the rate change.

The deferred tax asset or liability represents future tax return consequences of those differences, which will be taxable when the assets and liabilities are recovered or settled. The provision for income taxes may differ from the actual expense that would result from applying the federal statutory rate to income before taxes because certain expenses for financial reporting purposes are not deductible for tax purposes. At December 31, 2013 and March 31, 2014, the Company had available net operating loss carryforwards to reduce future taxable income of approximately $108.2 million and $123.4 million, respectively, for tax reporting purposes. These carryforwards expire between 2024 and 2032. The ability of the Company to utilize its net operating losses in future years is subject to limitation in accordance with provisions of Section 382 of the Internal Revenue Code due to previous ownership changes; however, these changes have not resulted in material limitations to the Company’s ability to utilize the net operating losses. The Company’s combined federal, state and city deferred tax asset of approximately $60.2 million and $74.5 million at December 31, 2013 and March 31, 2014, respectively, resulted from the tax effects of net operating losses and differences between the book and tax bases for the share-based compensation and depreciation. The Company does not have any deferred tax liabilities. Since the Company has not yet achieved sustained profitable operations, management believes its deferred tax assets do not satisfy the more-likely-than-not realization criteria and has provided an allowance for the full amount of the tax asset. As a result, the Company has not recorded any income tax benefit since its inception.

Warrants to Purchase Common Stock

3 Months Ended

Mar. 31, 2014

Warrants to Purchase Common Stock [Abstract]

Warrants to Purchase Common Stock

In conjunction with various financing transactions, the Company issued warrants to purchase the Company’s common stock. Certain of the warrants include a so-called “down round” provision that provides for a reduction in the warrant exercise price if there are subsequent issuances of additional shares of common stock for consideration per share less than the per share warrant exercise prices and the remaining warrants contain a provision that require the underlying shares to be registered upon an IPO. These warrants are deemed to be derivative instruments and as such, are recorded as a liability and are marked-to-market at each reporting period. The Company estimates the fair values of the warrants at each reporting period using a Black-Scholes option-pricing model. Management concluded, under the Company’s facts and circumstances, that the estimated fair values of the warrants using the Black-Scholes option-pricing model approximates, in all material respects, estimates the values determined using a binomial valuation model. The estimates in the Black-Scholes option-pricing model and the binomial valuation model are based, in part, on subjective assumptions, including but not limited to stock price volatility, the expected life of the warrants, the risk free interest rate and the fair value of the common stock underlying the warrants, and could differ materially in the future. Changes in the fair value of the common stock warrant liability from the prior period are recorded as a component of other income and expense.

As of March 31, 2014, the Company had outstanding warrants to purchase a total of 865,381 shares of its common stock, at a weighted average exercise price of $10.40 per share. These warrants were exercised on a cashless basis on April 10, 2014 into 834,758 shares of the Company’s common stock. The Company will reduce the warrant value to $220.9 million, reclassify such value to equity in the second quarter of 2014 and will record a final non-cash warrant revaluation adjustment to other income of approximately $56 million.

Fair Value Measurements

3 Months Ended

Mar. 31, 2014

Fair Value Measurements [Abstract]

Fair Value Measurements

The carrying amounts of the Company’s receivables and payables approximate their fair value due to their short maturities.

Accounting principles provide guidance for using fair value to measure assets and liabilities. The guidance includes a three level hierarchy of valuation techniques used to measure fair value, defined as follows:

•

Unadjusted Quoted Prices — The fair value of an asset or liability is based on unadjusted quoted prices in active markets for identical assets or liabilities (Level 1).

•

Pricing Models with Significant Observable Inputs — The fair value of an asset or liability is based on information derived from either an active market quoted price, which may require further adjustment based on the attributes of the financial asset or liability being measured, or an inactive market transaction (Level 2).

•

Pricing Models with Significant Unobservable Inputs — The fair value of an asset or liability is primarily based on internally derived assumptions surrounding the timing and amount of expected cash flows for the financial instrument. Therefore, these assumptions are unobservable in either an active or inactive market (Level 3).

The Company considers an active market as one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, the Company views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. When appropriate, non-performance risk, or that of a counterparty, is considered in determining the fair values of liabilities and assets, respectively.

The Company’s cash deposits and money market funds are classified within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. Investments are classified as Level 2 instruments based on market pricing or other observable inputs. None of the Company’s investments are classified within Level 3 of the fair value hierarchy. The Company’s warrant liability has been valued pursuant to the discussion in note 5 above and thus is included in Level 3.

Financial assets and liabilities, carried at fair value are classified in the tables below in one of the three categories described above:



			Fair Value Measurements Using
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
	Total		Identical Assets or		Inputs		Inputs
			Liabilities (Level 1)		(Level 2)		(Level 3)
			(In thousands)

December 31, 2013
Assets:
Money market funds	$	8,216	$	8,216	$	—	$	—
Available for sale securities:
Commercial paper		7,994		—		7,994	$	—
Corporate debt securities		115,760		—		115,760		—
U.S. government and agency securities		6,663		—		6,663		—
Municipal securities		1,052		—		1,052		—
Total assets:	$	139,685	$	8,216	$	131,469	$	—

Liabilities:
Warrants to purchase common stock	$	(50,112)	$	—	$	—	$	(50,112)
Total liabilities	$	(50,112)	$	—	$	—	$	(50,112)

March 31, 2014
Assets:
Money market funds	$	7,052	$	7,052	$	—	$	—
Available for sale securities:
Commercial paper		2,997		—		2,997		—
Corporate debt securities		112,223		—		112,223		—
U.S. government and agency securities		6,631		—		6,631		—
Municipal securities		1,043		—		1,043		—
Total assets:	$	129,946	$	7,052	$	122,894	$	—

Liabilities:
Warrants to purchase common stock	$	(276,739)	$	—	$	—	$	(276,739)
Total liabilities	$	(276,739)	$	—	$	—	$	(276,739)

The estimated fair value of marketable debt securities (commercial paper, corporate debt securities, U.S. government and agency securities and municipal securities), by contractual maturity, are as follows:


	Fair Value as of
	December 31, 2013		March 31, 2014
	(In thousands)
Due in one year or less	$	56,044	$	67,967
Due after one year through 2 years		75,425		54,927
Total investments in debt securities	$	131,469	$	122,894

Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Stockholders' Equity and Preferred Stock

3 Months Ended

Mar. 31, 2014

Stockholders' Equity and Preferred Stock [Abstract]

Stockholders' Equity and Preferred Stock

Stockholders’ Equity and Preferred Stock

Common Stock

In September 2002, the Company issued 949,035 shares of common stock at a price of $0.03 per share to the founders of the Company (Founders’ shares).

In November 2002, the Company issued 60,576 shares of common stock at a price of $0.03 per share to the principal investigators and other researchers of the Company pursuant to an authorization by the Board of Directors to issue and sell these shares by subscription to the named parties in conjunction with the signing of certain research agreements.

In October 2003, the Company issued 112,498 shares of common stock at a price of $0.03 per share to the two principal investigators pursuant to an authorization by the Board of Directors to issue and sell these shares by subscription.

In October 2003, the Company repurchased and canceled 550,960 Founders’ shares from certain founders of the Company at a price of $0.03 per share.

From October 2003 through May 2004, pursuant to a private placement agreement dated October 2003, the Company issued an aggregate of 392,163 shares of common stock at a price of $7.22 per share, receiving net proceeds of $2.4 million after $474,000 in related offering costs. In addition, Class A warrants to purchase 137,251 shares of common stock and Class B warrants to purchase 117,640 shares of common stock were issued to the placement agent and its assigns as additional placement agent commission under the terms of the placement agent agreement.

In November 2005, the Company issued 51,922 shares of common stock, warrants with a two-year term to purchase 51,922 shares of common stock at an exercise price of $7.22 per share and warrants with a five-year term to purchase 86,538 shares of common stock at an exercise price of $7.22 per share, all pursuant to a private subscription agreement with two outside investors, receiving net proceeds of $375,000.

In May 2006, pursuant to a private placement agreement, the Company issued 2,087,091 shares of common stock at a price of $9.82, receiving net proceeds of $19.5 million, after $1.0 million in related offering costs. Also in May 2006, the Company’s 6% convertible promissory notes that were issued in February 2005 with a face amount of $1.3 million, along with $91,000 of accrued interest, were converted into 160,637 shares of common stock at a price of $8.35 per share pursuant to the mandatory conversion terms of the notes.

In October 2012, the Company completed the initial public offering (IPO) of its common stock pursuant to a registration statement on Form S-1. In the IPO, the Company sold an aggregate of 5,750,000 shares of common stock under the registration statement at a public offering price of $15.00 per share. Net proceeds were approximately $78.7 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. Upon the closing of the IPO, all outstanding shares of the Company’s preferred stock (described below) were converted into 7,403,817 shares of common stock. Additionally, upon completion of the IPO, the Company is now authorized to issue 25,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share.

In June 2013, the Company completed a public offering of 1,989,500 shares of its common stock at a public offering price of $33.01 per share. The shares were registered pursuant to a registration statement on Form S-1. Net proceeds were approximately $61.2 million, after deducting underwriting discounts and commission and offering expenses payable by the Company.

In April 2014, the Company completed a public offering of 1,000,000 shares of its common stock, of which 600,000 shares were sold by the Company and 400,000 shares were sold by certain selling stockholders, at a public offering price of $320.00 per share. The shares were registered pursuant to a registration statement on Form S-3. After underwriting discounts and commissions and estimated offering expenses, the Company received net proceeds from the offering of approximately $183.4 million. The Company did not receive any proceeds from the sale of shares of common stock by the selling stockholders.

Dividends

The holders of common stock are entitled to receive dividends from time to time as declared by the Board of Directors. No cash dividend may be declared or paid to common stockholders until paid on each series of outstanding preferred stock in accordance with their respective terms.

Voting

The holders of shares of common stock are entitled to one vote for each share held with respect to all matters voted on by the stockholders of the Company.

Preferred Stock

In May 2008, to effectuate the sale of Series A preferred stock, the Company amended and restated its Certificate of Incorporation in its entirety to increase the number of shares of preferred stock it was authorized to issue to 13,888,889 shares and to designate such shares as Series A preferred stock. In May 2008, 13,888,889 shares of Series A preferred stock were sold to Genextra, S.p.A. for net proceeds of $24.3 million, after $749,000 in related offering costs. In connection with this financing, the Company issued warrants with a five-year term to purchase 108,169 shares of common stock at $10.40 per share to the placement agent.

In January 2010, the Company further amended and restated its Certificate of Incorporation in its entirety to increase the number of shares of preferred stock it was authorized to issue to 27,777,778 shares and designated 13,888,889 of such shares as Series B preferred stock. In January 2010, 13,888,889 shares of Series B preferred stock and a warrant with a five-year term to purchase 865,381 shares of common stock at $10.40 per share were sold to Genextra for $24.9 million, after $112,000 in related offering costs.

In August 2012, the Company further amended and restated its Certificate of Incorporation in its entirety to increase the number of shares of preferred stock it was authorized to issue to 52,777,778 shares and designated 25,000,000 of such shares as Series C preferred stock. In August 2012, 15,000,000 shares of Series C preferred stock were sold to Genextra and OrbiMed Advisors LLC for $29.7 million, after $300,000 in related offering costs. Upon the completion of the IPO, all outstanding shares of the Company’s preferred stock, including 13,888,889 shares of Series A preferred stock, 13,888,889 shares of Series B preferred stock and 15,000,000 shares of Series C preferred stock, were converted into 7,403,817 shares of common stock and all accrued dividends on the preferred stock were eliminated.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

2003 Stock Incentive Plan and 2012 Stock Plan

3 Months Ended

Mar. 31, 2014

2003 Stock Incentive Plan and 2012 Stock Plan [Abstract]

2003 Stock Incentive Plan and 2012 Stock Plan

The 2003 Stock Incentive Plan was terminated upon the pricing of the IPO in October 2012, and 555,843 shares available under the 2003 Stock Incentive Plan were added to the 2012 Plan. All outstanding options issued under the 2003 Plan as of the date of termination remained outstanding and are subject to their respective terms and the terms of the 2003 Plan.

In September 2012, the Company’s board of directors and stockholders approved the 2012 Equity Incentive Plan (2012 Plan), which became effective upon the pricing of the Company’s IPO in October 2012. The 2012 Plan will expire on September 13, 2022. Under the 2012 Plan, the Company may grant incentive stock options, non-qualified stock options, restricted and unrestricted stock awards and other stock-based awards. As of March 31, 2014, there were 1,066,627 shares of common stock authorized for issuance under the 2012 Plan (including 775,584 shares of common stock which were added to the 2012 Plan on January 1, 2014 in accordance with its terms).

The following table summarizes stock option activity during the three months ended March 31, 2014:



	Number of		Weighted
	Shares		Average
			Exercise Price

Outstanding, December 31, 2013		1,524,837	$	21.33
Granted		121,900		251.55
Exercised		(160,902)		16.62
Forfeited		(3,029)		21.50
Outstanding, March 31, 2014		1,482,806	$	40.76

Exercisable, March 31, 2014		760,752	$	12.62

The following table summarizes the aggregate restricted stock unit (RSU) activity:



	Number of		Weighted
	Shares		Average
			Grant Date Fair Value

Outstanding, December 31, 2013		121,069	$	25.30
Exercised		(16,128)		25.50
Outstanding, March 31, 2014		104,941	$	25.26

Net Loss Per Share

3 Months Ended

Mar. 31, 2014

Net Loss Per Share [Abstract]

Net Loss Per Share


	9.	Net Loss Per Share

The following table presents the historical computation of basic and diluted net loss per share:



		Three Months
		Ended March 31,
		2013		2014
		(In thousands, except share and
		per share amounts)
Historical net loss per share
Numerator:
Net loss attributable to common stockholders	$	(10,210)	$	(257,666)
Denominator:
Weighted average shares outstanding, basic and diluted		16,558,297		19,504,748
Net loss per share, basic and diluted	$	(0.62)	$	(13.21)

The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding:



	As of March 31,
	2013	2014
	(In thousands)



Options	1,646	1,483
Warrants to purchase common stock	1,043	865
Restricted stock units	176	105
Total	2,865	2,453

Litigation	3 Months Ended
Litigation	Mar. 31, 2014
Litigation [Abstract]
Litigation	10. Litigation On February 21, 2014 and February 28, 2014, purported shareholder class actions, styled Scot H. Atwood v. Intercept Pharmaceuticals, Inc. et al. and George Burton v. Intercept Pharmaceuticals, Inc. et al., respectively, were filed in the United States District Court for the Southern District of New York, naming the Company and certain of its officers as defendants. These lawsuits were filed by stockholders who claim to be suing on behalf of anyone who purchased or otherwise acquired the Company’s securities between January 9, 2014 and January 10, 2014. The lawsuits allege that the Company made material misrepresentations and/or omissions of material fact in its public disclosures during the period from January 9, 2014 to January 10, 2014, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The alleged improper disclosures relate to the Company’s January 9, 2014 announcement that the FLINT trial had been stopped early based on a pre-defined interim efficacy analysis. Specifically, the lawsuits claim that the January 9, 2014 announcement was misleading because it did not contain information regarding certain lipid abnormalities seen in the FLINT trial in OCA-treated patients compared to placebo. The plaintiffs in each suit seek unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorneys’ fees. On April 22, 2014, two individuals each moved to consolidate the cases and to be appointed as the lead plaintiff. Those motions are currently pending before the Court. Additional complaints may be filed against the Company and its directors and officers related to its disclosures. The Company believes that these lawsuits are without merit. At this time, no assessment can be made as to the likely outcome of these lawsuits or whether the outcome will be material to the Company. Therefore, the Company has not accrued for any loss contingencies related to these lawsuits.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2014
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events New San Diego Office Lease On May 1, 2014, the Company entered into a lease agreement with The Irvine Company LLC for its new office in San Diego. The lease will provide the Company with approximately 47,000 rentable square feet in San Diego for office space. The lease term is anticipated to commence in September 2014 and is anticipated to end in September 2019. The Company also has an option to further extend the lease for an additional five year term at market rates prevailing at such time. The rent for the first year will be approximately $874,000 without giving effect to rent abatements and the rent will gradually increase every 12 months during the lease term. During the first six months, the Company will receive a partial rent abatement from the landlord. The landlord will also provide the Company with contributions of up to approximately $2.4 million for improvements to the office space. Pursuant to the terms of the new lease, the Company has provided the landlord with a letter of credit for $874,000, which will decrease at certain times during the term of the lease. The Irvine Company LLC, which is also the landlord of the Company’s current San Diego office, has agreed to release the Company from its obligations under the current San Diego lease effective as of the commencement date of the lease for the new San Diego office.

Investments (Tables)

3 Months Ended

Mar. 31, 2014

Investments [Abstract]

Schedule of Available-for-sale Securities Reconciliation

The following table summarizes the Company’s cash, cash equivalents and investments as of December 31, 2013 and March 31, 2014: