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Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2014	Oct. 31, 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		21,359,677
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2014

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 18,059,045	$ 13,363,185
Investment securities, available-for-sale	254,747,198	131,468,797
Prepaid expenses and other current assets	6,282,505	2,732,556
Total current assets	279,088,748	147,564,538
Fixed assets, net	5,131,360	1,672,295
Security deposits	1,800,683	1,081,747
Total assets	286,020,791	150,318,580
Current liabilities:
Accounts payable, accrued expenses and other liabilities	14,714,346	7,259,805
Short-term portion of deferred revenue	1,781,620	1,621,622
Total current liabilities	16,495,966	8,881,427
Long-term liabilities:
Long-term portion of deferred revenue	8,462,705	8,918,916
Long-term portion of warrant liability		50,112,137
Total liabilities	24,958,671	67,912,480
Stockholders' equity:
Common stock. 25,000,000 shares authorized; 19,389,610, and 21,323,549 shares issued and outstanding as of December 31, 2013 and September 30, 2014, respectively; par value $0.001 per share	21,324	19,390
Additional paid-in capital	695,621,511	268,302,617
Accumulated other comprehensive income (loss), net	(203,078)	59,853
Accumulated deficit	(434,377,637)	(185,975,760)
Total stockholders' equity	261,062,120	82,406,100
Total liabilities and stockholders' equity	$ 286,020,791	$ 150,318,580

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2014	Dec. 31, 2013
Statement Of Financial Position [Abstract]
Common stock, authorized	35,000,000	35,000,000
Common stock, shares, issued	21,323,549	19,389,610
Common stock, shares, outstanding	21,323,549	19,389,610
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statement of Operations [Abstract]
Licensing revenue	$ 445,405	$ 405,407	$ 1,296,213	$ 1,216,219
Costs and expenses:
Research and development	27,380,958	8,392,628	56,592,841	18,358,155
General and administrative	9,135,968	3,115,095	22,741,998	8,402,454
Total costs and expenses	36,516,926	11,507,723	79,334,839	26,760,609
Other income (expense):
Revaluation of warrants		(20,756,086)	(170,831,872)	(30,010,672)
Other income, net	228,247	121,329	468,621	130,924
Total other income (expense)	228,247	(20,634,757)	(170,363,251)	(29,879,748)
Net income (loss)	$ (35,843,274)	$ (31,737,073)	$ (248,401,877)	$ (55,424,138)
Net loss per share, basic and diluted (in dollars per share)	$ (1.69)	$ (1.65)	$ (12.07)	$ (3.15)
Weighted average shares outstanding:
Weighted average shares outstanding, basic and diluted (in shares)	21,260,303	19,198,923	20,583,146	17,585,531

Condensed Consolidated Statements of Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statement of Comprehensive Loss [Abstract]
Net loss	$ (35,843,274)	$ (31,737,073)	$ (248,401,877)	$ (55,424,138)
Other comprehensive income (loss):
Unrealized holding gains (losses) arising during the period	(189,542)	140,397	(286,642)	52,557
Reclassification for recognized gains on marketable investment securities during the period	19,601		23,711
Net unrealized gains (losses) on marketable investment securities	(169,941)	140,397	(262,931)	52,557
Comprehensive loss	$ (36,013,215)	$ (31,596,676)	$ (248,664,808)	$ (55,371,581)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=31042434&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.19)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.18)
-URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.22)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e565-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 19
-Article 5

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9

+ Details

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:
Net loss	$ (248,401,877)	$ (55,424,138)
Adjustments to reconcile net loss to net cash used in operating activities:
Revaluation of warrants	170,831,872	30,010,672
Share-based compensation	16,463,619	6,478,346
Depreciation	210,196	79,370
loss on the disposal of property and equipment	20,913
Amortization of investment premium	2,390,707	1,076,157
Changes in:
Prepaid expenses, other current assets and security deposits	(4,268,885)	80,900
Accounts payable, accrued expenses, and other current liabilities	7,454,541	1,333,808
Deferred revenue	(296,213)	(1,216,219)
Net cash used in operating activities	(55,595,127)	(17,581,104)
Cash flows from investing activities:
Purchases of investment securities	(195,976,777)	(86,231,665)
Sales of investment securities	70,044,738	26,436,682
Purchases of equipment, improvements, and furniture and fixtures	(3,690,174)	(121,205)
Net cash used in investing activities	(129,622,213)	(59,916,188)
Cash flows from financing activities:
Proceeds from issuance of stock offerings, net of issuance costs	183,475,222	61,169,317
Proceeds from exercise of options	6,437,978	4,300,250
Proceeds from exercise of warrants		8,101
Net cash provided by financing activities	189,913,200	65,477,668
Net increase in cash and cash equivalents	4,695,860	(12,019,624)
Cash and cash equivalents - beginning of period	13,363,185	45,511,641
Cash and cash equivalents - end of period	18,059,045	33,492,017
Supplemental disclosures of noncash activities:
Issuance of common stock for cashless warrant exchange	$ 220,944,009	$ 8,445,833

Overview of Business

9 Months Ended

Sep. 30, 2014

Overview of Business [Abstract]

Overview of Business

Intercept Pharmaceuticals, Inc. (“Intercept” or the “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 and a wholly-owned subsidiary in the United Kingdom. Intercept was incorporated in Delaware in September 2002.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. The condensed unaudited consolidated 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 and nine months ended September 30, 2013 and September 30, 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. During the second quarter of 2014, the Company adopted Accounting Standard Update (ASU) No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which no longer requires inception to date information.

Use of Estimates

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.

Significant Agreements

9 Months Ended

Sep. 30, 2014

Significant Agreements [Abstract]

Significant Agreements

Sumitomo Dainippon Pharma Co, Ltd. (Sumitomo Dainippon)

In March 2011, the Company entered into an exclusive license agreement with Sumitomo Dainippon 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 Sumitomo Dainippon retains an exclusive license to OCA under the agreement. Under the terms of the license agreement, the Company received an up-front payment from Sumitomo Dainippon 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. Sumitomo Dainippon 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 Sumitomo Dainippon territory. In May 2014, Sumitomo Dainippon exercised its option under the license agreement to add Korea as part of its licensed territories and paid the Company a $1.0 million up-front fee. Sumitomo Dainippon has the exclusive option to add several other Asian countries to its territory to pursue OCA for additional indications. Sumitomo Dainippon will be responsible for the costs of developing and commercializing OCA in its territories.

The Company evaluated the license agreement with Sumitomo Dainippon 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 Sumitomo Dainippon 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 and the Korea option are being recognized ratably over this period. During the three months ended September 30, 2013 and 2014, the Company recorded revenue of approximately $405,000 and $445,000, respectively, and during the nine months ended September 30, 2013 and 2014, the Company recorded revenue of approximately $1.2 million and $1.3 million, respectively, in “Licensing Revenue” in its Condensed 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 September 30, 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

9 Months Ended

Sep. 30, 2014

Investments [Abstract]

Investments

The following table summarizes the Company’s cash, cash equivalents and investments as of December 31, 2013 and September 30, 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
Municipal securities		1,051		1		-		1,052
U.S. government and agency securities		6,657		6		-		6,663
Total investments		131,405		123		(59)		131,469
Total cash, cash equivalents and investments	$	144,768	$	123	$	(59)	$	144,832


	As of September 30, 2014
			Gross		Gross
	Amortized Cost		Unrealized		Unrealized		Fair Value
			Gains		Losses

	(In thousands)
Cash and cash equivalents:
Cash and money market funds	$	18,059	$	-	$	-	$	18,059
Investment securities:
Commercial paper		12,993		1		(1)		12,993
Corporate debt securities		216,135		74		(240)		215,969
U.S. government and agency securities		25,817		2		(34)		25,785
Total investments		254,945		77		(275)		254,747
Total cash, cash equivalents and investments	$	273,004	$	77	$	(275)	$	272,806

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 September 30, 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	$	39,229	$	(15)	$	103,690	$	(225)	$	142,919	$	(240)
Commercial paper		2,996		(1)		-		-		2,996		(1)
U.S. government and agency securities		-		-		14,713		(34)		14,713		(34)
Total	$	42,225	$	(16)	$	118,403	$	(259)	$	160,628	$	(275)

- Definition

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

+ References + Details

Income Taxes

9 Months Ended

Sep. 30, 2014

Income Taxes [Abstract]

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 income for financial reporting purposes is not taxable and certain expenses for financial reporting purposes are not deductible for tax purposes. At December 31, 2013 and September 30, 2014, the Company had available net operating loss carryforwards to reduce future taxable income of approximately $108.2 million and $179.2 million, respectively, for tax reporting purposes. These carryforwards expire between 2024 and 2033. 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 $91.2 million at December 31, 2013 and September 30, 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

9 Months Ended

Sep. 30, 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 included a so-called “down round” provision that provided for a reduction in the warrant exercise price if there were subsequent issuances of additional shares of common stock for consideration per share less than the per share warrant exercise prices and the remaining warrants contained a provision that required the underlying shares to be registered upon an IPO. These warrants were deemed to be derivative instruments and as such, were recorded as a liability and are marked-to-market at each reporting period. The Company estimated 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, 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.

On April 10, 2014, all the Company’s remaining warrants to purchase a total of 865,381 shares of its common stock were exercised on a cashless basis into 834,758 shares of the Company’s common stock and as such no further revaluations are required.

Fair Value Measurements

9 Months Ended

Sep. 30, 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 equivalents are classified within Level 1 of the fair value hierarchy because they are valued using 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 was 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
	Total			Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (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 financial assets:	$	139,685		$	8,216	$	131,469	$	-

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

September 30, 2014
Assets:
Money market funds	$	16,361		$	16,361	$	-	$	-
Available for sale securities:
Commercial paper		12,993			-		12,993		-
Corporate debt securities		215,969			-		215,969		-
U.S. government and agency securities		25,785			-		25,785		-
Total financial assets	$	271,108		$	16,361	$	254,747	$	-

Level 3 Valuation

Financial assets or liabilities are considered Level 3 when their fair values are determined using models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The following table provides a summary of the changes in fair value of the Company’s financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine month period ended September 30, 2014.


		Warrant Liability
		(In thousands)
Level 3
Balance at December 31, 2013	$	50,112
Net losses recognized in earnings		170,832
Exercises		(220,944)
Balance at September 30, 2014	$	-

The Company determined the fair value of its warrant liability under the Black-Scholes pricing model based on the Company’s stock price at the measurement date, exercise price of the warrant, risk free interest rate and historical volatility. 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		September 30, 2014

	(In thousands)
Due in one year or less	$	56,044	$	123,265
Due after 1 year through 2 years		75,425		131,482
Total investments in debt securities	$	131,469	$	254,747

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

9 Months Ended

Sep. 30, 2014

Stockholders' Equity and Preferred Stock [Abstract]

Stockholders' Equity and Preferred Stock

Stockholders’ Equity

Common Stock

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 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.

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 offering expenses, the Company received net proceeds from the offering of approximately $183.5 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.

Authorized Shares

As of September 30, 2014, the Company was authorized to issue 35,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share.

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

+ Details

Share-Based Compensation

9 Months Ended

Sep. 30, 2014

Share-Based Compensation [Abstract]

Share-Based Compensation


	8.	Share-Based Compensation

The compensation expense related to the Company’s share-based compensation arrangements has been included in the condensed consolidated statement of operations as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,

	2013		2014		2013		2014

	(In thousands)

General and administrative	$	1,181	$	2,357	$	3,107	$	6,178
Research and development		1,800		2,877		3,371		10,286
Total share-based compensation	$	2,981	$	5,234	$	6,478	$	16,464

The following table summarizes stock option activity during the nine months ended September 30, 2014:



		Weighted
	Number of	Average
	Shares	Exercise Price

Outstanding, December 31, 2013	1,524,837	$	21.32
Granted	231,386	$	255.97
Exercised	(407,399)	$	16.04
Forfeited	(5,991)	$	90.16
Outstanding, September 30, 2014	1,342,833	$	63.05

Exercisable, September 30, 2014	664,615	$	15.17

In April 2014, the Company issued 57,063 performance-based options to certain executives to purchase common stock that will vest upon the achievement of certain regulatory milestones related to OCA at future dates. As of September 30, 2014, the achievement of the milestones was not deemed to be probable and no share-based compensation expense was recognized for these options.

The following table summarizes the aggregate activities in relation to Restricted Stock Units (RSU) and Restricted Stock Awards (RSA):


		Weighted
		Average
	Number of Shares	Grant Date Fair Value

Outstanding, December 31, 2013	121,069	$	25.30
Granted	42,999	$	255.26
Exercised	(50,158)	$	34.33
Forfeited	(1,743)	$	221.25
Outstanding, September 30, 2014	112,167	$	117.53

Net Loss Per Share

9 Months Ended

Sep. 30, 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				Nine Months
		Ended September 30,				Ended September 30,
		2013		2014		2013		2014

	(In thousands, except share and per share amounts)
Historical net loss per share
Numerator:
Net loss attributable to common stockholders	$	(31,737)	$	(35,843)	$	(55,424)	$	(248,402)
Denominator:
Weighted average shares used in calculating net loss per share - basic and diluted		19,198,923		21,260,303		17,585,531		20,583,146

Net loss per share:
Basic and diluted	$	(1.65)	$	(1.69)	$	(3.15)	$	(12.07)

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



	September 30,
	2013	2014

	(In thousands)

Options	1,535	1,343
Warrants to purchase common stock	878	-
Restricted stock units	135	71
Total	2,548	1,414

Litigation	9 Months Ended
Litigation	Sep. 30, 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. On April 22, 2014, two individuals each moved to consolidate the cases and a lead plaintiff was subsequently appointed by the Court. On June 27, 2014, the lead plaintiff filed an amended complaint on behalf of the putative class as contemplated by the order of the Court. On August 14, 2014, the defendants filed a motion to dismiss the complaint, which has been opposed by the lead plaintiff. The lead plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorneys’ fees. Additional complaints may be filed against the Company and its directors and officers related to its disclosures. The Company believes that this lawsuit is without merit. At this time, no assessment can be made as to the likely outcome of this action or whether the outcome will be material to the Company. Therefore, the Company has not accrued for any loss contingencies related to this lawsuit.