Cover Page
Cover Page | Mar. 05, 2021 |
Cover [Abstract] | |
Amendment Flag | true |
Entity Central Index Key | 0001326110 |
Document Type | 8-K/A |
Document Period End Date | Mar. 5, 2021 |
Entity Registrant Name | ImmunityBio, Inc. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-37507 |
Entity Tax Identification Number | 43-1979754 |
Entity Address, Address Line One | 3530 John Hopkins Court |
Entity Address, City or Town | San Diego |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92121 |
City Area Code | 858 |
Local Phone Number | 633-0300 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, par value $0.0001 per share |
Trading Symbol | IBRX |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Amendment Description | As previously reported, on March 10, 2021, ImmunityBio, Inc. (formerly known as NantKwest, Inc.) (the “Company”) completed its merger with NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) (“ImmunityBio”), in accordance with the terms of the Agreement and Plan of Merger, dated December 21, 2020 (the “Merger Agreement”), by and among the Company, Nectarine Merger Sub, Inc. (“Merger Sub”), and ImmunityBio, pursuant to which Merger Sub merged with and into ImmunityBio, with ImmunityBio surviving as a wholly owned subsidiary of the Company (the “Merger”) and subsequently renamed NantCell, Inc. This Amendment No. 1 on Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed on March 10, 2021 (the “Original Report”), solely to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K that were not previously filed with the Original Report in reliance on the instructions to such Item and to voluntarily include the related Management’s Discussion and Analysis of Financial Condition and Results of Operations. Capitalized terms used but not defined herein have the meanings assigned to them in the Original Report. |
Combined Consolidated Balance S
Combined Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 34,915 | $ 75,801 |
Marketable securities | 61,146 | 39,535 |
Due from related parties | 2,003 | 1,963 |
Prepaid expenses and other current assets (including amounts with related parties) | 13,649 | 14,002 |
Total current assets | 111,713 | 131,301 |
Marketable securities, noncurrent | 950 | 2,161 |
Property, plant and equipment, net | 72,541 | 83,469 |
Non-marketable equity investment (Note 4) | 7,849 | 9,253 |
Intangible asset, net | 1,463 | 12,074 |
Convertible note receivable | 6,129 | 5,879 |
Operating lease right-of-use assets, net (including amounts with related parties) | 18,138 | 20,131 |
Other assets (including amounts with related parties) | 2,598 | 5,518 |
Total assets | 221,381 | 269,786 |
Current liabilities: | ||
Accounts payable | 11,510 | 8,800 |
Accrued expenses and other liabilities | 36,771 | 23,485 |
Due to related parties | 14,838 | 11,393 |
Operating lease liabilities (including amounts with related parties) | 5,015 | 4,808 |
Total current liabilities | 68,134 | 48,486 |
Related party notes payable | 254,353 | 181,621 |
Operating lease liabilities, less current portion (including amounts with related parties) | 16,179 | 18,831 |
Deferred income tax liability | 170 | 3,108 |
Other liabilities | 1,035 | 1,414 |
Total liabilities | 339,871 | 253,460 |
Commitments and contingencies (Note 8) | ||
Stockholders' (deficit) equity: | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 382,243,142 and 371,976,995 shares issued and outstanding at December 31, 2020 and 2019, respectively; excluding treasury stock, 163,800 shares outstanding at December 31, 2020 and 2019, respectively. | 38 | 37 |
Additional paid-in capital | 1,495,163 | 1,406,002 |
Accumulated deficit | (1,615,131) | (1,393,280) |
Accumulated other comprehensive income (loss) | 122 | (87) |
Total ImmunityBio stockholders' (deficit) equity | (119,808) | 12,672 |
Noncontrolling interests | 1,318 | 3,654 |
Total stockholders' (deficit) equity | (118,490) | 16,326 |
Total liabilities and stockholders' (deficit) equity | $ 221,381 | $ 269,786 |
Combined Consolidated Balance_2
Combined Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 382,243,142 | 371,976,995 |
Common stock, shares outstanding | 382,243,142 | 371,976,995 |
Treasury stock, shares | 163,800 | 163,800 |
Combined Consolidated Statement
Combined Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 605 | $ 2,202 |
Operating expenses: | ||
Research and development (including amounts with related parties) | 139,507 | 111,997 |
Selling, general and administrative (including amounts with related parties) | 71,318 | 46,456 |
Impairment of intangible assets | 10,660 | 0 |
Total operating expenses | 221,485 | 158,453 |
Loss from operations | (220,880) | (156,251) |
Other income (expense): | ||
Interest and investment income, net | 2,435 | 2,442 |
Interest expense (including amounts with related parties) | (9,074) | (5,920) |
Other income (expense), net (including amounts with related parties) | 1,486 | (534) |
Total other expense | (5,153) | (4,012) |
Loss before income taxes and noncontrolling interest | (226,033) | (160,263) |
Income tax benefit | 1,846 | 105 |
Net loss | (224,187) | (160,158) |
Net loss attributable to noncontrolling interests, net of tax | (2,336) | (2,381) |
Net loss attributable to ImmunityBio common stockholders | $ (221,851) | $ (157,777) |
Net loss per ImmunityBio common share - basic and diluted | $ (0.59) | $ (0.43) |
Weighted-average number of common shares used in computing net loss per share - basic and diluted | 377,067,527 | 366,324,859 |
Combined Consolidated Stateme_2
Combined Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (224,187) | $ (160,158) |
Other comprehensive income, net of income taxes: | ||
Net unrealized gains on available-for-sale securities | 140 | 158 |
Foreign currency translation adjustment | 60 | (35) |
Reclassification of net realized losses on available-for-sale securities included in net loss | 9 | 4 |
Total other comprehensive income | 209 | 127 |
Comprehensive loss | (223,978) | (160,031) |
Less: comprehensive loss attributable to noncontrolling interests | (2,336) | (2,381) |
Comprehensive loss attributable to ImmunityBio common stockholders | $ (221,642) | $ (157,650) |
Combined Consolidated Stateme_3
Combined Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Total ImmunityBio Stockholders' (Deficit) Equity | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests |
Beginning Balance at Dec. 31, 2018 | $ 81,943 | $ 94,261 | $ 35 | $ 1,326,760 | $ (1,232,320) | $ (214) | $ (12,318) |
Beginning Balance, Shares at Dec. 31, 2018 | 348,677,955 | ||||||
Issuance of common stock for equity investment | 30,000 | 30,000 | $ 0 | 30,000 | 0 | 0 | 0 |
Issuance of common stock for equity investment, Shares | 2,047,500 | ||||||
Stock-based compensation expense | 3,421 | 3,421 | $ 0 | 3,421 | 0 | 0 | 0 |
Exercise of stock options | 4,086 | 4,086 | $ 0 | 4,086 | 0 | 0 | 0 |
Exercise of stock options, Shares | 1,995,120 | ||||||
Exercise of warrants | 41,864 | 41,864 | $ 2 | 41,862 | 0 | 0 | 0 |
Exercise of warrants, Shares | 19,664,050 | ||||||
Vesting of restricted stock units (RSUs) | 0 | 0 | $ 0 | 0 | 0 | 0 | 0 |
Vesting of restricted stock units (RSUs), Shares | 395,051 | ||||||
Net share settlement for restricted stock unit vesting and option/warrant exercises | (127) | (127) | $ 0 | (127) | 0 | 0 | 0 |
Net share settlement for restricted stock unit vesting and option/warrant exercises, Shares | (124,345) | ||||||
Repurchase of common stock | $ (2,501) | (2,501) | $ 0 | 0 | (2,501) | 0 | 0 |
Repurchase of common stock, Shares | (473,586) | (678,336) | |||||
Cumulative effect of the adoption of the new standard | Accounting Standards Update 2014-09 | $ (682) | (682) | $ 0 | 0 | (682) | 0 | 0 |
Deconsolidation of Precision Biologics | 18,353 | 0 | 0 | 0 | 0 | 0 | 18,353 |
Other comprehensive income | 127 | 127 | 0 | 0 | 0 | 127 | 0 |
Net loss | (160,158) | (157,777) | 0 | 0 | (157,777) | 0 | (2,381) |
Ending Balance at Dec. 31, 2019 | $ 16,326 | 12,672 | $ 37 | 1,406,002 | (1,393,280) | (87) | 3,654 |
Ending Balance, Shares at Dec. 31, 2019 | 371,976,995 | 371,976,995 | |||||
Issuance of common stock, net | $ 86,302 | 86,302 | $ 1 | 86,301 | 0 | 0 | 0 |
Issuance of common stock, net, Shares | 8,521,500 | ||||||
Stock-based compensation expense | 2,187 | 2,187 | $ 0 | 2,187 | 0 | 0 | 0 |
Exercise of stock options | 1,176 | 1,176 | $ 0 | 1,176 | 0 | 0 | 0 |
Exercise of stock options, Shares | 1,272,273 | ||||||
Vesting of restricted stock units (RSUs) | 0 | 0 | $ 0 | 0 | 0 | 0 | 0 |
Vesting of restricted stock units (RSUs), Shares | 648,336 | ||||||
Net share settlement for restricted stock unit vesting and option/warrant exercises | $ (503) | (503) | $ 0 | (503) | 0 | 0 | 0 |
Net share settlement for restricted stock unit vesting and option/warrant exercises, Shares | (175,962) | ||||||
Repurchase of common stock, Shares | 0 | ||||||
Other comprehensive income | $ 209 | 209 | $ 0 | 0 | 0 | 209 | 0 |
Net loss | (224,187) | (221,851) | 0 | 0 | (221,851) | 0 | (2,336) |
Ending Balance at Dec. 31, 2020 | $ (118,490) | $ (119,808) | $ 38 | $ 1,495,163 | $ (1,615,131) | $ 122 | $ 1,318 |
Ending Balance, Shares at Dec. 31, 2020 | 382,243,142 | 382,243,142 |
Combined Consolidated Stateme_4
Combined Consolidated Statements of Stockholders' (Deficit) Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Offering costs | $ 4,373 |
Combined Consolidated Stateme_5
Combined Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | ||
Net loss | $ (224,187) | $ (160,158) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 12,739 | 14,042 |
Loss on impairment of intangible assets | 10,660 | 0 |
Non-cash interest items, net, including related parties | 8,531 | (704) |
Non-cash lease expense related to operating lease right-of-use assets | 5,155 | 4,131 |
Stock-based compensation expense | 2,187 | 3,421 |
Unrealized loss on non-marketable equity investment | 1,405 | |
Amortization of net premiums and discounts on marketable debt securities | 794 | 0 |
Unrealized (gain) loss on marketable equity securities | (2,876) | 320 |
Deferred tax | (2,938) | (8) |
Loss on impairment of fixed assets | 0 | 1,593 |
Other | 446 | 890 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 4,208 | 5,837 |
Other assets | (684) | (4,009) |
Accounts payable | 2,570 | 1,188 |
Accrued expenses and other liabilities | 12,495 | (11,796) |
Due to related parties | 3,378 | (2,380) |
Operating lease liabilities | (5,607) | (4,476) |
Net cash used in operating activities | (171,724) | (152,109) |
Investing activities: | ||
Purchases of property, plant and equipment | (1,669) | (4,287) |
Proceeds from sales of property and equipment | 13,100 | 200 |
Purchase of non-marketable equity security | 0 | (3) |
Payment to Precision to facilitate deconsolidation | 0 | (2,500) |
Purchases of marketable debt securities, available-for-sale | (91,765) | (87,189) |
Maturities of marketable debt securities | 65,350 | 109,730 |
Proceeds from sales of marketable debt securities | 8,272 | 2,601 |
Net cash (used in) provided by investing activities | (19,812) | 18,552 |
Financing activities: | ||
Proceeds from equity offerings, net of issuance costs | 86,302 | 30,000 |
Proceeds from issuance of related party promissory notes | 63,700 | 47,670 |
Proceeds from exercises of stock options | 1,176 | 4,086 |
Proceeds from exercises of warrants | 0 | 35,151 |
Repurchase of common stock | 0 | (2,500) |
Net share settlement for RSUs vesting and option exercises | (503) | (127) |
Net cash provided by financing activities | 150,675 | 114,280 |
Effect of exchange rate changes on cash and cash equivalents | (25) | (22) |
Net change in cash, cash equivalents and restricted cash | (40,886) | (19,299) |
Cash, cash equivalents, and restricted cash, beginning of the period | 75,980 | 95,279 |
Cash, cash equivalents, and restricted cash, end of the period | 35,094 | 75,980 |
Reconciliation of cash, cash equivalents, and restricted cash, end of the period: | ||
Cash and cash equivalents | 34,915 | 75,801 |
Restricted cash | 179 | 179 |
Cash, cash equivalents, and restricted cash, end of the period | 35,094 | 75,980 |
Supplemental disclosure of cash flow information: | ||
Interest | 40 | 19 |
Income taxes | 8 | 3 |
Supplemental disclosure of non-cash activities: | ||
Issuance of equity for warrant exercises via reduction of related party promissory notes | 0 | 6,713 |
Property and equipment purchases included in accounts payable, accrued expenses, and due to related parties | 220 | 662 |
Cashless exercise of stock options | 1,233 | 29 |
Right-of-use assets obtained in exchange for operating lease liabilities | 2,394 | 1,968 |
Conversion of convertible notes and accrued interest into investment in non-marketable equity security (Note 4) | 0 | 751 |
Unrealized (losses) gains on marketable debt securities | $ (17) | $ 258 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Organization ImmunityBio, Inc., including its subsidiaries (formerly known as NantKwest, Inc.), was incorporated in Illinois on October 7, 2002 under the name ZelleRx Corporation. On January 22, 2010, the company changed its name to Conkwest, Inc., and on July 10, 2015, the company changed its name to NantKwest, Inc. In March 2014, the company redomesticated from the State of Illinois to the State of Del a We have developed a next-generation immunotherapy platform based on our four key modalities: (1) activating NK and T cells using antibody cytokine fusion proteins, (2) activating tumoricidal macrophages using low-dose synthetic (4) off-the-shelf NK-92 (m-ceNK) We own a broad, clinical-stage immunotherapy pipeline, including an antibody cytokine fusion protein (an IL-15 (N-803) off-the-shelf CAR-directed bi-specific PD-L1, IL-12. first-in-human In December 2019, the United States, or U.S. Food and Drug Administration, or FDA, granted Breakthrough Therapy designation to Anktiva for bacillus Calmette-Guérin, non-muscle The Merger On December 21, 2020, we and NantCell, Inc. (formerly known as ImmunityBio, Inc.) (“NantCell”) entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which we and NantCell agreed to combine our businesses. The Merger Agreement provided that a wholly-owned subsidiary of the company will merge with and into NantCell (the Merger), with NantCell surviving the Merger as a wholly-owned subsidiary of the company. On March 9, 2021, we completed the Merger pursuant to the terms of the Merger Agreement. Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of NantCell common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as set forth in the Merger Agreement, was converted automatically into a right to receive 0.8190 (the “Exchange Ratio”) newly issued shares of common stock, par value $0.0001 per share, of the company (“Company Common Stock”), with cash paid in lieu of any fractional shares. At the Effective Time, each share of the company’s common stock issued and outstanding immediately prior to the Effective Time, remains an issued and outstanding share of the combined company. At the Effective Time, each outstanding option, warrant or restricted stock unit to purchase NantCell common stock was converted using the Exchange Ratio into an option, warrant or restricted stock unit, respectively, on the same terms and conditions immediately prior to the Effective Time, to purchase shares of the company’s Common Stock. Immediately following the Effective Time, the former stockholders of NantCell held approximately 72% of the outstanding shares of Company Common Stock and the stockholders of the company as of immediately prior to the Merger held approximately 28% of the outstanding shares of Company Common Stock. As a result of the Merger and immediately following the Effective Time, Dr. Patrick Soon-Shiong, our Executive Chairman, and his affiliates beneficially own, in the aggregate, approximately 82% of the outstanding shares of Company Common Stock. Accounting Treatment of the Merger The Merger represents a business combination pursuant to Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 805-50, Mergers, Soon-Shiong |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The combined consolidated financial statements include the accounts of the company are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The combined consolidated financial statements are derived from the company’s and NantCell’s respective historical consolidated financial statements for each period presented. Since the entities have been under common control for all periods presented, the combined consolidated financial statements assume that the merger took place at the beginning of the earliest year for which the combined consolidated financial statements are presented. As of December 31, 2020, we had an accumulated deficit of $1,615 million. We also had negative cash flows from operations of $171.7 million during the year ended December 31, 2020. We will likely need additional capital to further fund the development of, and seek regulatory approvals for, our product candidates, and to begin to commercialize any approved products. The combined consolidated financial statements have been prepared assuming the company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of the uncertainty. As a result of continuing anticipated operating cash outflows, we believe that substantial doubt exists regarding our ability to continue as a going concern without additional funding or financial support. However, we believe our existing cash, cash equivalents, and investments in marketable securities, and our ability to borrow from affiliated entities, will be sufficient to fund operations through at least the next 12 months following the issuance date of the financial statements based primarily upon our Executive Chairman’s intent and ability to support our operations with additional funds, including loans from affiliated entities, as required, which we believe alleviates such doubt. We may also seek to sell additional equity, through one or more follow-on Principles of Consolidation The combined consolidated financial statements include the accounts of the company and its subsidiaries. All intercompany amounts have been eliminated. We apply the variable interest model under ASC Topic 810, Consolidation For entities we hold as an equity investment that are not consolidated under the VIE model, we consider whether our investment constitutes ownership of a majority of the voting interests in the entity and therefore should be considered for consolidation under the voting interest model. Unconsolidated equity investments in the common stock or in-substance All other unconsolidated equity investments on which we are not able to exercise significant influence will be subsequently measured at fair value with unrealized holding gains and losses included in o ther income (expense), net Fair Value Measurement Investments—Equity Securities We own non-marketable in-substance Use of Estimates The preparation of combined consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to the valuation of equity-based awards, deferred income taxes and related valuation allowances, preclinical and clinical trial accruals, impairment assessments, the measurement of right-of-use Risks and Uncertainties In March 2020, the World Health Organization declared the novel strain of coronavirus disease (SARS-CoV-2) Contingencies We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We evaluate, on a quarterly basis, developments in legal proceedings and other matters that could cause a change in the potential amount of the liability recorded or of the range of potential losses disclosed. Moreover, we record gain contingencies only when they are realizable, and the amount is known. Additionally, we record our rights to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and when receipt is deemed probable. This includes instances when our third-party insurers have agreed to pay, on our behalf, certain legal defense costs and settlement amounts directly to applicable law firms and a settlement fund. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, marketable securities, and convertible note receivable. Our cash and cash equivalents are held by one major financial institution in the U.S., one in South Korea and one in Italy. We minimize credit risk associated with our cash and cash equivalents by periodically evaluating the credit quality of our primary financial institutions. While we maintain cash deposits in FDIC insured financial institutions in excess of federally insured limits, we do not believe that we are exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. We have not experienced any losses on such accounts. We also monitor the creditworthiness of the borrower of the convertible promissory note. We believe that any concentration of credit risk in its convertible note receivable was mitigated in part by our ability to convert, if necessary, at the qualifying financing event or upon a payment default into shares of the senior class of equity securities of the borrower. Product candidates developed by us will require approvals or clearances from the FDA, or international regulatory agencies prior to commercial sales. There can be no assurance that any of our product candidates will receive any of the required approvals or clearances. If we were to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us. Cash, Cash Equivalents and Restricted Cash Cash equivalents include highly liquid investments with an original maturity of three months or less from the date of purchase. Restricted cash includes a certificate of deposit held as a substitute letter of credit for one of our leased properties. This certificate of deposit is included in o ther assets A reconciliation of cash, cash equivalents, and restricted cash is included on the combined consolidated statements of cash flows as of December 31, 2020 and 2019. Marketable Securities We invest our excess funds in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds and classify these investments as available-for-sale. accumulated other comprehensive loss interest and investment income, net Investments in mutual funds and equity securities, other than equity method investments, are recorded at fair market value, if fair value is readily determinable and any unrealized gains and losses are included in other income (expense), net other income (expense), net We periodically evaluate whether declines in fair values of our investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether we have plans to sell the security or whether it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value, and our strategy and intentions for holding the investment. There were no other-than-temporary impairments recorded in the years ended December 31, 2020 and 2019. Property, Plant and Equipment, Net Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to net loss during the financial period in which they are incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 to 7 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or the life of the asset Upon disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the combined consolidated financial statements and the net amount, less any proceeds, is included in the other income (expense), net We review impairment of property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the assets using a discount rate determined by management to be commensurate with the risk inherent to our current business model. During the year ended December 31, 2019, we determined that certain bioreactor laboratory equipment could no longer be utilized in the production process. As a result, we recorded an impairment charge totaling $0.9 million, which was included in r esearch and development expense Business Combinations Business combinations are accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations Contingent consideration obligations incurred in connection with a business combination are recorded at their fair values on the acquisition date and re-measured esearch and development expenses Intangible Assets Intangible assets acquired in a business combination are initially recognized at their fair value on the acquisition date. The in-process written-off Acquired definite life intangible assets are amortized using the straight-line method over their respective estimated useful lives. Intangible assets, which consisted of the cost of reacquiring a technology license during 2015, were amortized using the straight-line method over an estimated useful life of 4 years. As of December 31, 2019, our definite-lived intangible assets were fully amortized. Patents Patent costs, including related legal costs, are expensed as incurred and recorded in selling, general and administrative expenses Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in absence of a principal, most advantageous market for the specific asset or liability. We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring The three tiers are defined as follows: • Level 1— Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these products does not entail a significant degree of judgment. Our Level 1 assets consist of bank deposits and money market funds. • Level 2— Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. Our Level 2 assets consist of corporate debt securities including commercial paper, government-sponsored securities and corporate bonds, as well as foreign municipal securities. • Level 3— Valuations based on inputs that are unobservable and significant to the overall fair value measurement. During the years ended December 31, 2020 and 2019, no transfers were made into or out of the Level 1, 2 or 3 categories. We will continue to review the fair value inputs on a quarterly basis. We utilize a third-party pricing service to assist in obtaining fair value pricing for our investments in marketable securities. Inputs are documented in accordance with the fair value disclosure hierarchy. The fair values of financial instruments other than marketable securities and cash and cash equivalents are determined through a combination of management estimates and third-party valuations. Collaboration Arrangements We analyze our collaboration arrangements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements, Revenue from Contracts with Customers Our collaboration arrangements require us to acquire certain equipment for exclusive use in the joint operating activities. These equipment purchases do not have an alternative use and are therefore expensed as incurred within research and development expenses. Our collaboration arrangements are further discussed in Note 7, Collaboration and License Agreements Preclinical and Clinical Trial Accruals As part of the process of preparing the financial statements, we are required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. We estimate clinical trial and research agreement-related expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on our behalf. In accruing clinical and research-related fees, we estimate the time period over which services will be performed and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, we will adjust the accrual accordingly. Payments made under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered. Transactions with Related Parties As outlined in Note 9, Related Party Agreements m Lease Obligations On January 1, 2019, we adopted ASC Topic 842, Leases For contracts entered into on or after the effective date, we determine if an arrangement is, or contains, a lease at lease inception. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset; (2) whether we obtain the right to substantially all of the economic benefit from the use of the asset throughout the period; and (3) whether we have the right to direct the use of the asset. Leases entered into prior to January 1, 2019, which were accounted for under ASC 840, Leases For all leases other than short-term leases, at the lease commencement date, a right-of-use right-of-use We do not currently have any leases classified as finance leases. Our operating lease assets and liabilities are included in operating lease right-of-use non-current perating lease liabilities right-of-use right-of-use We have elected to combine our lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) with non-lease non-lease We also elected not to recognize right-of-use non-cancellable The depreciable life of operating right-of-use-assets Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record valuation allowances to reduce deferred tax assets to the amount we believe is more likely than not to be realized. We recognize uncertain tax positions when the position will be more likely than not upheld on examination by the taxing authorities based solely upon the technical merits of the positions. We recognize interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. We did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2020 and 2019. We are subject to U.S. federal income tax, as well as income tax in Italy, South Korea, California and other states. To date, we have not been required to pay U.S. federal and state income taxes because of current and accumulated net operating losses. The federal returns for tax years 2017 through 2020 remain open to examination and the state returns remain subject to examination for tax years 2016 through 2020. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service, or IRS, or other respective tax authorities. All other state jurisdictions remain open to examination. No income tax returns are currently under examination by taxing authorities. Stock Repurchases In November 2015, the board of directors approved a share repurchase program, or the 2015 Share Repurchase Program allowing the Chief Executive Officer, or CEO or Chief Financial Officer, on behalf of the company, to repurchase from time to time, in the open market or in privately negotiated transactions, up to $50.0 million of our outstanding shares of common stock, exclusive of any commissions, markups or expenses. The timing and amounts of any purchases were and will continue to be based on market conditions and other factors, including price, regulatory requirements and other corporate considerations. The 2015 Share Repurchase Program does not require the purchase of a minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. We have financed, and expect to continue to finance, share repurchases with cash on hand. The shares are formally retired, through board approval upon repurchase. We have elected to account for the shares repurchased using the constructive retirement method. For shares repurchased in excess of par, we allocate the purchase price in excess of par value to accumulated deficit Revenue Recognition On January 1, 2018, we adopted the provisions of ASC Topic 606, Revenue from Contracts with Customers We have primarily generated revenues from non-exclusive license agreements related to our cell lines, the sale of our bioreactors and related consumables and grant programs. The nonexclusive license agreements with a limited number of pharmaceutical and biotechnology companies grant them the right to use our cell lines and intellectual property for non-clinical GMP-in-a-Box A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation based on relative standalone selling price and recognized as revenue when, or as, the performance obligation is satisfied. Under our license agreements with customers, we typically promise to provide a license to use certain cell lines and related patents, the related know-how, know-how As discussed in Note 7, Collaboration and License Agreements The license agreements may include non-refundable re-evaluate We also have sold our proprietary GMP-in-a-Box Grant revenue is typically paid for reimbursable costs incurred over the duration of the associated research project or clinical trial and is recognized when expenses reimbursable under the grants have been incurred and payments under the grants become contractually due. Upon adoption, we changed our accounting policy from accounting for milestone payments under the milestone method to accounting for variable consideration as discussed above. The change in accounting policy did not change any amounts in the financial statements because of the significant uncertainty surrounding the estimate of variable consideration for milestone payments. To date, we have generated minimal revenue related to the non-clinical Research and Development Costs Major components of research and development costs include cash compensation and other personnel-related expenses, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials costs, including contract research organizations, or CROs and related clinical manufacturing, including contract manufacturing organizations, or CMOs, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on our behalf. Costs incurred in research and development are expensed as incurred. Included in Research and development Stock-Based Compensation We account for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation We use the straight-line method to recognize stock-based compensation expense for our outstanding share awards that do not contain a performance condition. For awards subject to performance-based vesting conditions, we assess the probability of the individual milestones under the award being achieved and stock-based compensation expense is recognized over the service period commencing once management believes the performance criteria is probable of being met. For awards with service or performance conditions, we recognize the effect of forfeitures in compensation cost in the period that the award was forfeited. Litigation Costs We expense legal fees as they are incurred. Comprehensive Income (Loss) Comprehensive income or 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 available-for-sale, Noncontrolling Interests Noncontrolling interests are recorded for the entities that we consolidate but are not wholly-owned by the company. Noncontrolling interests are classified as a separate component of equity on the combined consolidated balance sheets and combined consolidated statements of stockholders’ (deficit) equity. Additionally, net loss attributable to noncontrolling interests is reflected separately from consolidated net loss on the combined consolidated statements of operations and the combined consolidated statements of stockholders’ (deficit) equity. We record the noncontrolling interests’ share of loss based on the percentage of ownership interest retained by the respective noncontrolling interest holders. Noncontrolling interests recorded on the combined consolidated financial statements result from NantCell’s share of GlobeImmune, Inc., or GlobeImmune, of which we control 69.1%, and Immunotherapy NANTibody, LLC, or NANTibody, of which we control 60% as of December 31, 2020 and 2019. Noncontrolling interest stockholders are common stockholders. GlobeImmune was determined to be a VIE as it does not have sufficient equity investment at risk to finance its operations without additional subordinated financial support and we are deemed the primary beneficiary of GlobeImmune and, accordingly, consolidates GlobeImmune into the combined consolidated financial statements under the VIE model. NantCell also supports GlobeImmune through a promissory note agreement, in which NantCell provides advances to GlobeImmune from time to time up to $6.0 million with a per annum interest rate of five percent (5%). As of December 31, 2020 and 2019, respectively, NantCell had advanced $0 and $1.2 million, respectively, to GlobeImmune to support its operations. GlobeImmune recognized $0 and $0.2 million of revenues for the years ended December 31, 2020 and 2019 respectively, and $2.0 million and $7.7 million of related operating expenses for the years ended December 31, 2020 and 2019 respectively. Combined consolidated balance sheets include approximately $0.5 million and $2.3 million of total assets and $0.3 million and $1.5 million of total liabilities as of December 31, 2020 and 2019, respectively, related to the GlobeImmune. In addition, NantCell held a 68.5% ownership of Precision Biologics, Inc., or Precision Biologics, arising from its preferred stock investment. NantCell ended its investment in Precision Biologics pursuant to a final settlement agreement approved by the court in June 2019, and accordingly, NantCell deconsolidated the related assets, liabilities and noncontrolling interests of Precision Biologics. The disposition of this investment resulted in a reduction of $18.4 million in noncontrolling interests during the year ended December 31, 2019. See Note 8 Commitments and Contingencies Foreign Currencies We have operations and holds assets in Italy and South Korea. The functional currency of the subsidiary in Italy is the Euro, based on the nature of the transactions occurring within this entity, and accordingly, assets and liabilities of this subsidiary are translated into U.S. dollar at exchange rates prevailing as of the balance sheet dates, while the operating results are translated into U.S. dollars using the average exchange rates for the period correlating with those operating results. Adjustments resulting from translating the financial statements of the foreign subsidiary into the U.S. dollar are recorded as a component of o ther comprehensive income (loss), ther income (expense), net Basic and Diluted Net Loss per Share of Common Stock Basic net loss per share is calculated by dividing the net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares, including the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2020 2019 Outstanding options 4,996,284 6,080,483 Outstanding RSUs 466,842 1,155,808 Outstanding related party warrants 1,638,000 1,638,000 Total 7,101,126 8,874,291 Amounts in the table above reflect the common stock equivalents of the noted instruments. Segment and Geographic Information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) for which discrete financial information is available and regularly reviewed by the chief operating decision-maker, or CODM, in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer, or CEO. We view our operations and manage our business as two operating segments. We have concluded that our two operating segments meet all three criteria required by ASC Topic 280, Segment Reporting We generate a portion of its revenues from outside of the U.S. Information about our revenues from the different geographic regions for the years ended December 31, 2020, and 2019 is as follows (in thousands): For the Year Ended 2020 2019 United States $ 513 $ 1,997 Europe 92 205 Total $ 605 $ 2,202 Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Adopted In November 2018, the FASB issued Accounting Standards Update, or ASU, No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (ASU 2018-18). ASU 2018-18 ASU 2018-18, Collaboration and License Agreements ASU 2018-18 In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ASU 2019-12. ASU 2019-12 year-to-date ASU 2019-12 ASU 2019-12 ASU 2019-12 year-to-date Application of New or Revised Accounting Standards – Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2016-13, available-for-sale Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC during the three months ended December 31, 2020 did not, or are not expected to, have a material effect on our combined consolidated financial statements. |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2020 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | 3. Financial Statement Details Prepaid expenses and other current assets As of December 31, 2020 and 2019, prepaid expenses and other current assets consist of the following (in thousands): As of December 31, 2020 2019 Prepaid preclinical and clinical trial services - with related party (Note 9) $ 4,626 $ 1,021 Insurance claim receivable 2,518 6,384 Insurance premium financing asset 1,421 757 Prepaid manufacturing services — 1,919 Prepaid insurance 1,365 793 Prepaid services 1,294 570 Prepaid license fees 801 614 Interest receivable - marketable debt securities 473 222 Grant receivable — 402 Prepaid equipment maintenance 243 251 Prepaid supplies - with related party (Note 9) 143 — Laboratory equipment deposit 66 — Prepaid rent 52 392 Other 647 677 Prepaid expenses and other current assets $ 13,649 $ 14,002 We have reflected our right to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and receipt is deemed probable. This includes instances where our third-party insurers have agreed to pay, on our behalf, certain legal defense costs and settlement amounts directly to applicable law firms and a settlement fund. Our insurance claims receivable as of December 31, 2020 and 2019 were $2.5 million and $6.4 million, respectively, for the insurance recovery of legal costs, which were included in s elling, general and administrative expense Property, plant and equipment, net As of December 31, 2020 and 2019, property, plant and equipment, net, consist of the following (in thousands): As of December 31, 2020 2019 Leasehold improvements $ 52,251 $ 51,314 Equipment 34,738 32,885 Buildings 22,690 22,872 Software 2,376 2,282 Furniture & fixtures 1,015 948 Construction in progress 1,333 1,333 Subtotal 114,403 111,634 Less: accumulated depreciation (41,862 ) (28,165 ) Property and equipment, net $ 72,541 $ 83,469 During the year ended December 31, 2019, as a result of laboratory relocation, assets with a cost of $1.5 million and accumulated depreciation of $0.6 million were disposed of for proceeds of $0.2 million, resulting in a loss on disposal of $0.7 million, which was included in o ther income (expense), net . Intangible assets, net Our intangible assets consist of acquired in-process Our indefinite-lived in-process preclinical data during the third quarter of 2020. As a result, the carrying value of the IPR&D relating to the LMP1 and LMP/IPS program was written down to zero and we recorded an impairment charge of $10.7 million within r esearch and development expenses Our amortizable intangible asset was related to a technology license acquired during 2015, which was fully amortized as of March 31, 2019. Amortization expense of $0.6 million during the year ended December 31, 2019 was included in r esearch and Convertible note receivable On June 27, 2016, we executed a convertible promissory note with Riptide Bioscience, Inc., or Riptide, and advanced Riptide a principal amount of $5.0 million. The note bears interest at a per annum rate of five percent (5%). The original term of the promissory note requires that the entire unpaid principal amount and all unpaid accrued interest shall become fully due and payable upon the earlier of (i) the three (3) year anniversary of the issuance date, and (ii) when we accelerate the maturity of the note upon the occurrence of an event of default. In the event of qualified financing, the outstanding principal amount and unpaid accrued interest automatically convert into the most senior class of preferred stock sold in such qualified financing at a 25% discount to the price per share paid for such preferred stock. In addition, in the event of a change in control, we have the option to be paid in cash or to convert, immediately prior to the closing of such transaction, the outstanding indebtedness into Riptide’s most senior class of equity securities at a 25% discount to the price per share paid for such equity securities in such transaction. Concurrent with the transaction, we entered into an exclusive license agreement with Riptide to obtain worldwide exclusive rights, with the right to sublicense, certain know-how RP-182, RP-233 RP-183. country-by-country On March 25, 2019, we and Riptide entered into a first amendment to the convertible promissory note. Under the agreement, we extended the maturity of the promissory note to the earlier of, a) the later of, i) the completion of non-clinical non-clinical Other assets As of December 31, 2020 and 2019, other assets consist of the following (in thousands): As of December 31, 2020 2019 VAT receivable $ 864 $ 697 Security deposits 634 240 Prepaid software license fees 455 — Restricted cash 179 179 Prepaid preclinical and clinical trial services - with related party (Note 9) 92 4,075 Due from related party 51 19 Others 323 308 Other assets $ 2,598 $ 5,518 Restricted cash is comprised of a certificate of deposit that serves as collateral for a letter of credit required by our landlord as a security deposit related to our facility in San Diego, California. Accrued expenses and other liabilities As of December 31, 2020 and 2019, accrued expenses and other liabilities consist of the following (in thousands): As of December 31, 2020 2019 Accrued professional and service fees $ 7,668 $ 3,943 Accrued dissenting shares (Note 8) 6,769 6,335 Accrued bonus 5,288 4,121 Accrued preclinical and clinical trial costs 4,339 2,444 Accrued research and development costs 4,002 392 Accrued compensation 3,891 2,777 Financing obligation - current portion 1,421 757 Accrued contingent consideration payable 856 786 Accrued laboratory equipment and supplies 641 640 Accrued capital expenditures 337 — Deferred revenue 270 162 Accrued franchise, sales, use and property taxes 103 200 Accrued other 1,186 928 Accrued expenses and other liabilities $ 36,771 $ 23,485 Interest and Interest and Investment income, net Net investment income included the following for the years ended December 31, 2020 and 2019 (in thousands): For the Year Ended December 31, 2020 2019 Interest income $ 1,725 $ 2,764 Unrealized gain (loss) from equity securities $ 1,577 $ (321 ) Investment (amortization expense) accretion income, net (858 ) 3 Net realized (losses) on investments (9 ) (4 ) $ 2,435 $ 2,442 Interest income includes interest from marketable securities, notes receivable, other assets, and interest from bank deposits. We did not recognize an impairment loss on any investments during the years ended December 31, 2020 and 2019. |
Non- marketable Equity Investme
Non- marketable Equity Investment | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
Non-marketable Equity Investment | 4. Non-marketable In March 2017, we participated in a Series B convertible preferred stock financing and invested $ 8.5 Collaboration and License Agreements – Royalties and In-licensing In June 2018, Viracta executed a 2018 Note and Warrant Purchase Agreement with existing and new investors, including us. The initial closing under the Purchase Agreement occurred in June 2018, at which point we purchased a convertible note for $0.4 million, which under certain circumstances was convertible into preferred stock of Viracta, and a warrant to purchase Viracta’s common shares. The convertible note accrued interest at 8% and had a one-year one held-to-maturity Based on the level of equity investment at risk, Viracta is not a VIE and therefore is not consolidated under the VIE model. In addition, we do not hold a controlling financial interest in Viracta, and therefore we do not consolidate Viracta under the voting interest model. As the preferred stock is not considered in-substance does not qualify for the practical expedient to estimate fair value in accordance with ASC 820, we have elected to apply the measurement alternative under ASC 321, pursuant to which we measure our investment in Viracta at cost, less impairment, adjusted for observable price changes in an orderly market for an identical or similar investment of the same issuer, with such changes recognized on the combined consolidated statements of operations. Some factors we may consider in the impairment analysis include the extent to which the security has been in an unrealized loss position, the change in the financial condition and near-term prospects of the issuer, as well as security and industry-specific economic conditions. As of December 31, 2020, our fair value assessment indicated that the recent offering of Viracta’s Series E preferred shares, at a lower offering price per share than the per share carrying amount of our investment in Viracta, is a directional indicator representing an observable price change in an orderly transaction for a similar investment. On December 31, 2020, we reduced the carrying value by $1.4 million due to the observable price change, which was included in other income (expenses), net 7.8 |
Financial Instruments Investmen
Financial Instruments Investments in Marketable Debt Securities | 12 Months Ended |
Dec. 31, 2020 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Financial Instruments Investments in Marketable Debt Securities | 5. Financial Instruments Investments in Marketable Debt Securities As of December 31, 2020, the amortized cost, gross unrealized gains, gross unrealized losses and fair values of marketable debt securities which were considered as available-for-sale, December 31, 2020 Weighted- Average Remaining Contractual Life (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt securities 0.3 $ 54,789 $ 2 $ (19 ) $ 54,772 Mutual funds 35 2 — 37 Current portion 54,824 4 (19 ) 54,809 Noncurrent: Foreign bonds 5.7 861 89 — 950 Noncurrent portion 861 89 — 950 Total $ 55,685 $ 93 $ (19 ) $ 55,759 On December 31, 2019, the amortized cost, gross unrealized gains, gross unrealized losses and fair values of marketable debt securities which were considered as available-for-sale, December 31, 2019 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt securities $ 32,382 $ 10 $ (3 ) $ 32,389 Foreign government bonds 1,007 — — 1,007 Government-sponsored securities 2,752 — (4 ) 2,748 Mutual funds 36 — — 36 Current portion 36,177 10 (7 ) 36,180 Noncurrent: Corporate debt securities 1,501 — (4 ) 1,497 Foreign bonds 664 — — 664 Noncurrent portion 2,165 — (4 ) 2,161 Total $ 38,342 $ 10 $ (11 ) $ 38,341 Accumulated unrealized losses on debt securities classified as available-for-sale December 31, 2020 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 42,762 $ (19 ) $ — $ — Total $ 42,762 $ (19 ) $ — $ — December 31, 2019 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 11,021 $ (3 ) $ 1,497 $ (4 ) Government-sponsored securities — — 2,748 (4 ) Total $ 11,021 $ (3 ) $ 4,245 $ (8 ) We review all available-for-sale We recognized realized gains and losses on sales of available-for-sale Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) 2020 $ 4 $ (13 ) $ (9 ) 2019 $ 4 $ (8 ) $ (4 ) Marketable Equity Securities We held investments in marketable equity securities with readily determinable fair values of $6.3 million and $3.4 million as of December 31, 2020 and 2019, respectively, which were included in marketable securities interest and investment income, net |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. Recurring Valuations Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of December 31, 2020 and 2019 (in thousands): Fair Value Measurements as of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 34,915 $ 34,915 $ — $ — Mutual funds 37 37 — — Equity securities 6,337 6,337 — — Corporate debt securities 54,772 — 54,772 — Noncurrent: Foreign bonds 950 950 — — Total assets measured at fair value $ 97,011 $ 42,239 $ 54,772 $ — Liabilities: Contingent consideration obligation (1) $ (972 ) $ — $ — $ (972 ) Fair Value Measurements as of December 31, 2019 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 75,801 $ 75,801 $ — $ — Corporate debt securities 32,389 — 32,389 — Foreign government bonds 1,007 — 1,007 — Government-sponsored securities 2,748 — 2,748 — Mutual funds 36 36 — — Equity securities 3,355 3,355 — — Noncurrent: Corporate debt securities 2,161 664 1,497 — Total assets measured at fair value $ 117,497 $ 79,856 $ 37,641 $ — Liabilities: Contingent consideration obligation (1) $ (1,725 ) $ — $ — $ (1,725 ) (1) The contingent consideration obligations were related to the acquisitions of VivaBioCell, S.p.A., or VivaBioCell, and Receptome, LLC, or Receptome. The contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period until the related contingencies are resolved. The fair value measurements of these obligations are based on significant inputs not observable in the market (a Level 3 measurement within the fair value hierarchy) and are reviewed periodically by management. These inputs include the estimated probabilities and timing of achieving specified development and sales milestones, as well as the discount rate used to determine the present value of these milestones. Contingent considerations may change significantly as development progresses and additional data are obtained. Significant changes that would increase or decrease the probabilities or timing of achieving the development and sales milestones would result in a corresponding increase or decrease in the fair value of the contingent consideration obligations, which would be recognized on the combined consolidated statements of operations. During the year ended December 31, 2019, a contingent milestone had been reached which resulted in the recognition of a $0.8 million contingent consideration fair value adjustment which was included in accrued expenses and other current liabilities Commitments and Contingencies Changes in the carrying amount of contingent consideration obligations were as follows (in thousands): Year ended December 31, 2020 2019 Fair value, beginning of the year $ (1,725 ) $ (1,004 ) Consideration payable — (786 ) Net changes in fair value 753 65 Fair value, end of the year $ (972 ) $ (1,725 ) |
Collaboration and License Agree
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaboration and License Agreements | 7. Collaboration and License Agreements National Cancer Institute In May 2015, Etubics Corporation, or Etubics, entered into a Cooperative Research and Development Agreement, or CRADA, with the U.S. Department of Health and Human Services, as represented by the National Cancer Institute of the National Institutes of Health, or NCI, to collaborate on the preclinical and clinical development of an adenovirus technology expressing tumor-associated antigens for cancer immunotherapy. In January 2016, we acquired all of the outstanding equity interests in Etubics and Etubics became a wholly-owned subsidiary. Effective January 2018, we assumed the CRADA and it was amended to cover a collaboration for the preclinical and clinical development of our proprietary yeast-based tarmogens expressing tumor-associated antigens and proprietary adenovirus technology expressing tumor-associated antigens for cancer immunotherapy. Pursuant to the CRADA, NCI provides scientific staff and other support necessary to conduct research and related activities as described in the CRADA. During the term of the CRADA, we are required to make annual payments of $0.6 million to the NCI for support of research activities. We made payments of $0.6 million and $0.6 million for the years ended December 31, 2020 and 2019, respectively. In February 2018, we entered into an amendment to a CRADA with NCI that was originally executed between NCI and Amgen, Inc., or Amgen, in May 2012 and subsequently assigned by Amgen to the company effective as of December 17, 2015. The research goal of this CRADA, as amended, is for the non-clinical five -year term commencing February 20, 2018 and expiring on . During the term of the agreement, we are required to make minimum annual payments of $0.2 million to NCI for support of research activities and additional payments for the clinical trials based on the scope and phase of the clinical trials. The unpaid research and development expense was estimated at $0.6 million and $0.3 million as of December 31, 2020 and 2019, respectively. Each CRADA may be terminated at any time upon the mutual written consent of the company and NCI. Either party may unilaterally terminate either of the CRADAs at any time by providing written notice to the other party at least 60 days before the desired termination date. Pursuant to the terms of the CRADAs, we have an option to elect to negotiate an exclusive or non-exclusive Royalties and In-licensing Viracta License Agreement In May 2017, we entered into an agreement with Viracta under which we were granted exclusive worldwide rights to Viracta’s phase II drug candidate, VRx-3996, Viracta (i) mid-single Fox Chase Cancer Center License Agreement In 2004 and amended in 2008, we entered into an exclusive license agreement with Fox Chase Cancer Center, or Fox Chase, for the exclusive, worldwide right to certain patents and know-how NK-92 cell (ii) mid-twenties Rush University Medical Center License Agreement In 2004, we entered into a 12-year NK-92. mid-single GlobeImmune Exclusive License Agreement In January 2020, we entered into an exclusive licensing agreement with GlobeImmune, a consolidated entity, pursuant to which we obtained worldwide, exclusive licenses under certain patents, know-how, COVID-19 product-by-product mid-single mid-teens. licensed-product-by-licensed-product country-by-country Cancer Therapeutics Laboratories, Inc. Exclusive License Agreement In April 2016, we entered into an exclusive license agreement with Cancer Therapeutics Laboratories, Inc., or CTL, pursuant to which we obtained a worldwide, exclusive license under CTL’s applicable intellectual property to use, research and develop certain of CTL’s antibody materials, including cell lines, antibody sequences, cDNA and bacterial and/or cell clones relating to certain specified CTL antibodies, and to commercialize the resulting licensed products for all applications, in exchange for consideration that includes a $5.0 million upfront cash payment, up to $10.0 million in total milestone payments based on the successful completion of clinical and regulatory milestones (15% of which is payable in cash and the remaining 85% is payable in shares of our common stock) and a low single-digit percentage royalty on net sales of the resulting licensed products. We may terminate this agreement, in whole or on a licensed-product-by-licensed-product country-by-country CytRx Corporation Exclusive License Agreement In July 2017, we entered into an exclusive license agreement with CytRx Corporation, or CytRx, pursuant to which we obtained a royalty-bearing, exclusive, worldwide license, with the right to sublicense, CytRx’s applicable intellectual property to research, develop and commercialize aldoxorubicin for all indications. Under the terms of the license agreement, CytRx is entitled to receive up to $346.0 million in milestone payments related to regulatory approvals and commercial milestones for aldoxorubicin. In addition, CytRx will receive increasing low double-digit percentage royalties on net sales of aldoxorubicin for the treatment of soft tissue sarcomas and mid-to-high iosBio Ltd. Exclusive License Agreement In August 2020, we executed an exclusive license agreement with iosBio Ltd., formerly Stabilitech Biopharma Ltd. (“iosBio”), pursuant to which we and our affiliates will receive an exclusive, worldwide license to certain of iosBio’s intellectual property rights relating to the SARS-CoV-2 non-exclusive non-exclusive, ccrued expenses and other liabilities Out-Licensing Precigen (formerly known as Intrexon) License Agreement In February 2010, we entered into a 17-year non-exclusive, NK-92 cells one-time mid-teen |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Funding Commitments We are a party to various agreements, principally relating to licensed technology that requires future payments relating to milestones that may be met in subsequent periods or royalties on future sales of specific licensed products. We may be obligated to make future development, regulatory and commercial milestone payments and royalty payments on future sales of specific products associated with our collaboration and license agreements. Payments under these agreements generally become due and payable upon achievement of such milestones or sales. When the achievement of these milestones or sales has not occurred, such contingencies are not recorded on our combined consolidated financial statements. See Note 7 Collaboration and License Agreements Contractual Obligations - Leases On January 1, 2019, we adopted the new lease accounting guidance as discussed in further detail in Note 2, Summary of Significant Accounting Policies-Lease Obligations right-of-use The adoption of the new lease accounting guidance had a substantial impact on our combined consolidated balance sheets. The most significant impacts were (1) the recognition of $23.4 million of operating lease right-of-use build-to-suit build-to-suit build-to-suit Lease Arrangements Substantially all of our operating lease right-of-use (GMP-in-a-Box, Related Party Agreements Our leases generally have initial terms ranging from two one operating lease right-of-use non-current operating lease liabilities, Our operating right-of-use As of December 31, 2020 2019 Right-of-use Operating lease right-of-use assets, net (including amounts with related parties) $ 18,138 $ 20,131 Short-term lease liabilities: Operating lease liabilities (including amounts with related parties) $ 5,015 $ 4,808 Long-term lease liabilities: Operating lease liabilities (including amounts with related parties) $ 16,179 $ 18,831 Total lease liabilities: Operating lease liabilities (including amounts with related parties) $ 21,194 $ 23,639 Other information Weighted average remaining lease term 3.9years 5.0years Weighted average discount rate 9 % 9 % The components of lease expense for the years ended December 31, 2020 and 2019 consist of (in thousands): For the Year Ended December 31, 2020 2019 Operating lease costs $ 9,188 $ 6,419 Variable lease costs 3,577 2,825 Total lease costs $ 12,765 $ 9,244 Cash paid during the years ended December 31, 2020 and 2019 for amounts included in the measurement of lease liabilities is as follows (in thousands): For the Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 8,917 $ 7,571 Future minimum lease payments as of December 31, 2020, including $3.9 million related to options to extend lease terms that are reasonably certain of being exercised, are presented in the following table (in thousands). Common area maintenance costs and taxes are not included in these payments. Operating Leases (a) Years ending December 31: 2021 $ 6,638 2022 6,609 2023 4,876 2024 3,356 2025 2,908 Thereafter 987 Total future minimum lease payments 25,374 Less: Interest 4,180 Present value of operating lease liabilities $ 21,194 In August 2018 pro-rata Related Party Agreements In September 2016, we entered into a lease agreement with 605 Doug St, LLC, a related party, for approximately 24,250 square feet in El Segundo, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The lease runs from July 2016 through July 2023. We have the option to extend the lease for an additional three-year July 2017 Related Party Agreements In February 2017, Altor BioScience Corporation (succeeded by our wholly-owned subsidiary Altor BioScience, LLC), or Altor, through its wholly-owned subsidiary, entered into a lease agreement with Duley Road, LLC (“Duley Road”), a related party, for approximately 12,000 square feet in El Segundo, California, which was converted to a laboratory and cGMP manufacturing facility. The lease term is from February 2017 through October Related Party Agreements Effective in January 2019, we entered into two lease agreements with Duley Road for a second building located in El Segundo, California. The first lease is for the first floor of the building with approximately 5,650 square feet. The lease has a 7-year Related Party Agreements In March 2016, we entered into a lease agreement for an approximately 7,893 square foot facility in Woburn, Massachusetts, for a research and development laboratory, related office and other related uses. The initial lease term ran for 48 months from April 29, 2016through May 31, 2020. In June 2016, the lease was amended to add 260 square feet, for a total of 8,153 square feet. Base rent for the initial term of the lease was $19,000 per month with a $1 per square foot annual increase on each anniversary date. In August 2019, we exercised our right pursuant to the lease agreement to extend the term of the lease for an additional two years through May 31, 2022. Consequently, in August 2019 we recognized an increase of $0.6 million in both o perating lease right-of-use perating lease liabilities In November 2015, we entered into a facility license agreement with NantWorks LLC, or NantWorks, a related party for approximately 9,500 square feet of office space in Culver City, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The initial license was effective from May 2015 through December 2020. Base monthly rent for the initial lease term was $47,000, with annual increases of 3% beginning in January 2017. In September 2020, we entered into an amendment to extend the term of this lease through December 31, 2021. Commencing on January 1, 2021, the monthly rent will increase by 3% to $54,500. Subsequent to December 31, 2021, the lease term will automatically renew on a month-to-month one-time month-to-month perating lease right-of-use perating lease liabilities Related Party Agreements In June 2015, we entered into a lease agreement for an approximately 44,700 square foot facility in San Diego, California, for a research and development laboratory, related office and other related uses. The term of the lease extends for seven years commencing on August 1, 2016. The base rent is $0.2 million per month with 3% annual increases on each anniversary date. As result of the restructuring of our clinical laboratories, we vacated two facilities in Miramar, Florida and subleased the space to third parties under two separate sublease agreements, which both expire in February 2021. The operating sublease income for these subleases totaled $0.4 million for the year ended December 31, 2020. Contingent Consideration related to Business Combination On April 10, 2015, NantWorks, a related party, acquired a 100% interest in VivaBioCell via its wholly-owned subsidiary, VBC Holdings, LLC, or VBC Holdings, for $0.7 million less working capital adjustments. On June 15, 2015, NantWorks contributed its equity interest in VBC Holdings to the company, in exchange for cash consideration equal to its cost basis in the investment. VivaBioCell develops bioreactors and products based on cell culture and tissue engineering in Italy. In connection with this transaction, we are obligated to pay the former owners up to $3.7 million upon the achievement of certain sales milestones relating to scaffold technology and certain clinical and regulatory milestones relating to the GMP-in-a-Box research and development expenses On October 4, 2016, in connection with the acquisition of our 50% interest in Receptome, we paid $5.0 million in cash and assumed obligations to make contingent milestone payments of up to $4.0 million in cash. In May 2018, we issued 409,500 shares of common stock in exchange for the remaining 50% interest in Receptome, with an assigned value of $5.0 million at $12.21 per share. In addition, we assumed an aggregate contingent consideration liability of up to $4.0 million, which is payable in company common stock upon the achievement of the same contingent milestones. The estimated fair value of the contingent consideration obligation totaled $0.3 million at the acquisition date. Subsequent changes to the contingent consideration obligation are recorded in r esearch and development expenses In connection with the acquisition of Altor BioScience Corporation, or Altor, we issued contingent value rights, or CVRs, under which we have agreed to pay the prior stockholders of Altor approximately $304.0 million upon successful approval of the Biologics License Application, or BLA, or foreign equivalent, for Anktiva by December 31, 2022 and approximately $304.0 million upon the first calendar year before December 31, 2026 in which worldwide net sales of Anktiva exceed $1.0 billion (with the payments payable in cash or shares of our common stock or a combination thereof). Dr. Soon-Shiong and his related party hold approximately $279.5 million in the aggregate of CVRs and they have both irrevocably agreed to receive shares of common stock in satisfaction of their CVRs. As the transaction was recorded as an asset acquisition, the future CVR payments will be recorded when the corresponding events are probable of achievement or the consideration becomes payable. In connection with the GlobeImmune acquisition, on April 28, 2017, we, Celgene Corporation, or Celgene, and Celgene Alpine Investment Co. II, LLC, or, together with Celgene, the Celgene entities, entered into an assignment and assumption agreement, pursuant to which the Celgene entities assigned to the company all of their rights, obligations, title, and interest under the worldwide exclusive licenses for the GI-6200 GI-6300 mid-single-digit product-by-product country-by-country product-by-licensed country-by-country Unconditional Purchase Obligations Unconditional purchase obligations are defined as an agreement to purchase goods or services that are enforceable and legally binding (non-cancelable, non-cancelable We estimate our total unconditional purchase obligation commitment (for those contracts with terms in excess of one year) as of December 31, 2020, at $5.8 million. Payments by year are estimated as follows: 2021 ($2.6 million), 2022 ($2.6 million) and 2023 ($0.6 million). These commitments relate primarily to hosted software license subscription fees and related implementation costs and our pro-rata Related Party Agreements the future, but represent only those items for which we are contractually obligated. The majority of our goods and services are purchased as needed, with no unconditional commitment. For this reason, these amounts do not provide an indication of our expected future cash outflows related to purchases. Contingencies We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We evaluate, on a quarterly basis, developments in legal proceedings and other matters that could cause a change in the potential amount of the liability recorded or of the range of potential losses disclosed. Moreover, we record gain contingencies only when they are realizable, and the amount is known. Additionally, we record our rights to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and when receipt is deemed probable. This includes instances where our third-party insurers have agreed to pay, on our behalf, certain legal defense costs and settlement amounts directly to applicable law firms and a settlement fund. Securities Litigation In March 2016, a putative securities class action complaint captioned Sudunagunta v. NantKwest, Inc., et al. 16-cv-01947 Rule 10b-5 Rule 10b-5. Under the terms of the settlement, we paid $12.0 million to the plaintiffs as a full and complete settlement of the litigation. We were responsible for $1.2 million of the settlement amount, which was recognized in selling, general and administrative expenses Stipulation of Settlement In early April 2019, following board approval, we entered into a settlement agreement, or the Stipulation of Settlement, with three stockholders of the company, each of whom had submitted a stockholder demand for the board to take action to remedy purported harm to our resulting from certain alleged wrongful conduct concerning, among other things, disclosures about Dr. Soon-Shiong’s compensation and a related-party lease agreement. The Stipulation of Settlement called for us to adopt certain governance changes, and for the three stockholders to file a stockholder derivative action in the Superior Court of the State of California, County of San Diego, followed by an application for court approval of the Stipulation of Settlement. On May 31, 2019, the court entered an order preliminarily approving the Stipulation of Settlement and scheduling the final settlement hearing for August 9, 2019. Pursuant to the Stipulation of Settlement, we provided stockholders with notice of the settlement and the final settlement hearing. Under the terms of the Stipulation of Settlement, which received final approval by the court on August 9, 2019, we paid attorney fees of $0.5 million to the plaintiffs as part of the settlement. Of that amount, we were responsible for half, which was recognized in selling, general and administrative expenses Precision Biologics Settlement Feldman v. Soon-Shiong, et al. On October 2, 2015, we invested $50.0 million cash in Precision Biologics in exchange for 41.0 million shares of Precision Biologics’ Series A Preferred Stock, then representing 68.5% ownership of Precision Biologics, and the option to purchase additional shares of Series A Preferred Stock up to an aggregate purchase price of $25.0 million for the two years following the investment. On July 5, 2017, a Precision Biologics stockholder, filed a complaint (individually and derivatively on behalf of Precision Biologics), and filed an amended complaint on November 6, 2017, against the company and other defendants, asserting claims for breach of contract (including the implied covenant of good faith and fair dealing), tortious interference with contract, breach of the fiduciary duty of loyalty, the appointment of a custodian, fraud in the inducement, and violation of state “Blue Sky” laws. On November 21, 2017, the defendants moved to dismiss the amended complaint. The court heard oral arguments and in May 2018, the court issued an opinion granting in part, and denying in part, defendants’ motion. On December 12, 2018, the plaintiff filed a motion for leave to file a supplement to the amended complaint. In January 2019, the parties completed fact discovery other than depositions (and certain document discovery subsequently ordered by the court on January 22, 2019). On January 22, 2019, the court denied the plaintiff’s motion for leave to file a supplement without prejudice to re-filing On March 8, 2019, the parties agreed in principle to the terms of a settlement and filed a settlement stipulation with the court on March 28, 2019. The settlement hearing before the court was held on June 20, 2019, and the court approved the settlement. The court’s approval order was finalized on July 20, 2019. Under the terms of the settlement, we ended our investment in Precision Biologics. We withdrew $29.3 million in cash from Precision Biologics and transferred $2.5 million to Precision Biologics to facilitate the disposition of our investment. In addition to a total of $20.2 million of accumulated losses recorded in prior years, which represented the expected losses associated with giving up our preferred stock ownership and absorption of losses arising from the deconsolidation, we recorded a loss of $0.9 million associated with the final settlements during the year ended December 31, 2019, which was included in the selling, general and administrative expenses on the combined consolidated statements of operations. As of December 31, 2019 we held no investment in Precision Biologics. Altor BioScience, LLC Litigation The first action, Gray v. Soon-Shiong, et al. (Delaware Chancery Court, Case No. 2017-466-JRS), 2017-848-JRS), On April 23, 2018, the court heard oral arguments on the motions to dismiss in both consolidated cases, and on June 26, 2018, the court converted the motions to dismiss into motions for summary judgment with regard to the “standstill” agreement argument, or the Converted Motions. The court permitted discovery into the meaning and intended scope of the “standstill” agreements, which the parties completed on December 19, 2018. The parties completed a briefing on the Converted Motions on March 15, 2019. The court heard an oral argument on the Converted Motions on May 7, 2019, and issued an oral ruling on May 15, 2019. The court (1) dismissed all claims brought by Gray and the Waldman’s except for their appraisal claims; (2) dismissed all plaintiffs’ quasi-appraisal claims; (3) dismissed the disclosure-based breach of fiduciary duty claims; and (4) dismissed Altor BioScience from the action. The following claims remain: (a) the appraisal claims by all plaintiffs and Dyad (against Altor BioScience, LLC), and (b) Henderson’s claims for breach of fiduciary duty and aiding and abetting breach of fiduciary duty. On June 14, 2019, the defendants answered the second amended complaint, and the respondent answered Dyad’s appraisal petition. In their answer, defendants asserted counterclaims against Gray and the Waldman’s for breach of the “standstill” agreements and are seeking as damages the attorneys’ fees and costs they were forced to expend as a result of the breach. On June 20, 2019, the court issued a written order implementing its ruling on the Converted Motions, or the Implementing Order. In the Implementing Order, the court confirmed that all fiduciary duty claims brought by Gray, both individually and as trustee of the Gordon Gray Trust f/b/o C. Boyden Gray, were dismissed. On July 11, 2019, Gray and the Waldman’s filed answers denying the counterclaims and asserting defenses. On September 30, 2019, plaintiffs moved for leave to file a third amended complaint. The proposed amendment seeks to add two former Altor stockholders as plaintiffs and to add a fiduciary duty claim on behalf of a purported class of former Altor stockholders. On October 25, 2019, the defendants opposed the motion, and a briefing was completed on February 28, 2020. The court heard an oral argument on March 12, 2020, and granted the motion. The plaintiffs filed the third amended complaint on June 8, 2020. On June 29, 2020, defendants answered the third amended complaint and asserted counter claims against the plaintiffs. As damages, defendants seek the attorneys’ fees and costs incurred as a result of these breaches. On July 14, 2020, the plaintiffs filed an answer denying the counterclaims and asserting defenses. The trial has been set to commence in October 2021. The shares of these former Altor stockholders met the definition of dissenting shares under the merger agreement and were not entitled to receive any portion of the merger consideration at the closing date. However, these dissenting shares will automatically be converted to receive the portion of the merger consideration they were entitled to, on the later of the closing date, and when the stockholder withdraws or loses the right to demand appraisal rights. Payment for dissenting shares will be on the same terms and conditions originally stated in the merger agreement. As of December 31, 2020 and 2019, we had accrued $6.8 million and $6.3 million related to these obligations, respectively. The accrued amount represents the estimated low-end Contingencies Sorrento Therapeutics, Inc. Sorrento Therapeutics, Inc. v. NantCell, Inc., et al. Sorrento Therapeutics, Inc., or Sorrento, derivatively on behalf of NANTibody, LLC, or NANTibody, filed an action in the Superior Court of California, Los Angeles County, or the Superior Court, against the company, Dr. Soon-Shiong, MBBCh, FRCS (C), FACS, and Charles Kim. The action alleges that the defendants improperly caused NANTibody to acquire IgDraSol, Inc. from our affiliate NantPharma and seeks to have the transaction undone, and seeks to have the purchase amount returned to NANTibody. Sorrento filed a related arbitration proceeding, or the Cynviloq arbitration, against Dr. Soon-Shiong and NantPharma, LLC, or NantPharma; the company is not named in the Cynviloq arbitration. On May 15, 2019, we filed a demurrer to several causes of action alleged in the Superior Court action. On July 18, 2019, Sorrento filed an amended complaint, eliminating Charles Kim as a defendant and dropping the causes of action we had challenged in its demurrer. On May 24, 2019, we and Dr. Soon-Shiong filed cross-claims in the Superior Court action against Sorrento and its Chief Executive Officer Henry Ji, asserting claims for fraud, breach of contract, breach of the covenant of good faith and fair dealing, tortious interference with contract, unjust enrichment, and declaratory relief. We and Dr. Soon-Shiong allege that Dr. Ji and Sorrento breached the terms of an exclusive license agreement between the company and Sorrento related to Sorrento’s antibody library and that Sorrento did not perform its obligations under the exclusive license agreement. On October 9, 2019, the Superior Court ruled that our claims should be pursued in arbitration and that Dr. Soon-Shiong’s claims could be pursued in Superior Court. On February 13, 2020, after a full briefing, the Superior Court heard oral argument and granted Dr. Soon-Shiong’s request for a preliminary injunction barring Sorrento from pursuing claims against him in the Cynviloq arbitration. Sorrento then filed the claims it had previously asserted in arbitration against Dr. Soon-Shiong in the Superior Court on March 3, 2020, and at Sorrento’s request, the arbitrator entered an order dismissing Sorrento’s claims against Dr. Soon-Shiong in the Cynviloq arbitration on March 6, 2020. The hearing in the Cynviloq arbitration has been scheduled to commence in June 2021. On October 24, 2019, we, along with NANTibody, filed an arbitration against Sorrento and Dr. Ji asserting its claims relating to the exclusive license agreement. Sorrento filed counterclaims against the company and NANTibody in the arbitration on May 4, 2020, and requested leave to file a dispositive motion on May 1, 2020. On January 29, 2020, Sorrento sent letters purporting to terminate the exclusive license agreement with the company, and an exclusive license agreement with NANTibody and demanding the return of its confidential information and transfer of all regulatory filings and related materials. We and Sorrento engaged in good-faith negotiations as required under the exclusive license agreements before Sorrento can attempt to invoke any purported termination provision. Notwithstanding such negotiations, Sorrento sent a letter on April 10, 2020, purporting to terminate the exclusive license agreements, maintaining the negotiations did not reach a successful resolution. We believe we have cured any perceived breaches during the 90-day Shenzhen Beike Biotechnology Corporation In July 2020, we received a Request for Arbitration before the International Chamber of Commerce, International Court of Arbitration, served by Shenzhen Beike Biotechnology Corporation, or Beike. The arbitration relates to a license, development, and commercialization agreement that Altor (succeeded by our wholly-owned subsidiary Altor BioScience, LLC, or Altor) entered into with Beike in September 2014, which agreement was amended and restated in September 2017, pursuant to which Altor granted to Beike an exclusive license to use, research, develop and commercialize products based on Anktiva in China for human therapeutic uses. In the arbitration, Beike is asserting a claim for breach of contract under the license agreement. Among other things, Beike alleges that we failed to use commercially reasonable efforts to deliver to Beike materials and data related to Anktiva. Beike is seeking specific performance, or in the alternative, damages for the alleged breaches. On September 25, 2020, the parties entered into a standstill and tolling agreement under which, among other things, the parties affirmed they will perform certain of their obligations under the license agreement by specified dates and agreed that all deadlines in the arbitration are indefinitely extended. The standstill agreement may be terminated by any party on ten calendar days’ notice, and upon termination, the parties will have the right to pursue claims arising from the license agreement in any appropriate tribunal. The parties have been asked to provide an update to the International Chamber of Commerce by May 31, 2021 of any further developments. Given that this action remains at the pleading stage and no discovery has occurred, it remains too early to evaluate the likely outcome of the case or to estimate any range of potential loss. We believe the claims lack merit and intend to defend the case vigorously and that we may have counterclaims. |
Related Party Agreements
Related Party Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | 9. Related Party Agreements We conduct business with several affiliates under written agreements and informal arrangements. Below is a summary of outstanding balances and a description of significant relationships (in thousands): As of December 31, 2020 2019 Due from related party–NantBio 1,294 1,305 Due from related party–NantOmics 591 602 Due from related parties–Various 118 56 Total due from related parties $ 2,003 $ 1,963 Due to related party–NantWorks 10,650 8,105 Due to related party–Duley Road 2,787 2,053 Due to related party–NantBio 943 945 Due to related party–NantPharma 187 188 Due to related party–Immuno-Oncology Clinic, Inc. 271 102 Total due to related parties $ 14,838 $ 11,393 Related party notes payable–NantCapital 109,246 42,385 Related party notes payable–NantMobile 56,660 55,009 Related party notes payable–NantWorks 51,546 49,088 Related party notes payable–NCSC 36,901 35,139 Total related party notes payable $ 254,353 $ 181,621 Our Executive Chairman, and principal stockholder, founded and has a controlling interest in NantWorks, which is a collection of multiple companies in the healthcare and technology space. As described below, we have entered into arrangements with NantWorks, and certain affiliates of NantWorks, to facilitate the development of new immunotherapies for our product pipeline. Affiliates of NantWorks are also affiliates of the company due to the common control by and/or common ownership interest of our Executive Chairman. NantWorks Under the NantWorks shared services agreement executed in November 2015, but effective August 2015, NantWorks provides corporate, general and administrative, manufacturing strategy, research and development, regulatory and clinical trial strategy, and other support services. We are charged for the services at cost plus reasonable allocations of employee benefits, facilities and other direct or fairly allocated indirect costs that relate to the employees providing the services. During the years ended December 31, 2020 and 2019, we recorded $6.6 million and $7.9 million, respectively, in selling, general and administrative expense research and development expense In addition, under the existing shared services agreement with NantWorks, we can provide support services to NantWorks and/or any of its affiliates. For the years ended December 31, 2020 and 2019, we recorded expense reimbursements of $0.7 million and $1.1 million, respectively, in Selling, general and administrative expense esearch and development expense, As of December 31, 2020 and 2019, we owed NantWorks a net amount of $10.7 million and $8.1 million, respectively, for all agreements between the two affiliates, which is included in due to related parties prepaid expenses and other current assets In November 2015, we entered into a facility license agreement with NantWorks, which became effective in May 2015, for approximately 9,500 square feet in Culver City, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. In September 2020, we amended this agreement to extend the term of this lease through December 31, 2021, as further discussed in Note 8, Commitments and Contingencies research and development expense Immuno-Oncology Clinic, Inc. Beginning in 2017, we entered into multiple agreements with Immuno-Oncology Clinic, Inc., or the Clinic (dba Chan Soon-Shiong Institutes for Medicine, in El Segundo, California), to conduct clinical trials related to certain of our product candidates. The Clinic is a related party as it is owned by one officer of the company and NantWorks manages the administrative operations of the Clinic. Prior to June 30, 2019, one of our officers was an investigator or sub-investigator In July 2019, we entered into a new agreement with the Clinic (the Clinic Agreement), which became effective on July 1, 2019. The Clinic Agreement, as amended on March 31, 2020, covers clinical trial and research-related activities on a non-exclusive one-year In consideration of the services to be performed under the Clinic Agreement, as amended on March 31, 2020, we agreed to make payments of up to $7.5 million to the Clinic, of which $3.75 million and $1.88 million were paid in July 2019 and October 2019, respectively. As amended, a conditional payment of $1.88 million shall be due and payable at such time, if any, that the payments made in July 2019 and October 2019 have been earned by the Clinic through the performance of services. On a quarterly basis, our prepayment is increased by an interest credit computed in accordance with terms specified in the Clinic Agreement. To the extent any portion of the prepayments remain unearned by the Clinic on the third anniversary of the Clinic Agreement, we may elect at our sole discretion either to (i) not extend the term of the Clinic Agreement and have the Clinic reimburse us for the total amount of any remaining unused portion of the prepayments, or (ii) extend the term of the Clinic Agreement for up to three additional one year periods, at which time the Clinic will reimburse us for the total amount of any remaining unused portion of the prepayments plus interest if reimbursement is not made within 60 days of expiration. The Clinic may terminate this agreement upon each anniversary date upon sixty (60) days prior written notice and reimbursement in full to us of any outstanding unearned balance of the prepayments, provided that any such termination by the Clinic will not apply with respect to any work orders still in effect at the time of such termination. In July 2019, we executed a clinical trial work order under the Clinic Agreement for an open-label, phase I study of PD-L1.t-haNK IL-15 (N-803) PD-L1.t-haNK standard-of-care standard-of-care During the years ended December 31, 2020 and 2019, $0.6 million and $1.1 million, respectively, was recognized in research and development expense due to related parties prepaid expenses and other currents assets other assets NantBio, Inc. In August 2018, NantBio assigned an agreement to us for the use of a third-party research facility, which provides us with the exclusive right to use and access to a portion of the third party’s laboratory and vivarium premises. NantBio is a related party as it is an affiliate of NantWorks. In conjunction with the assignment, we reimbursed NantBio for upfront payments which it had made to the third-party of $0.9 million and paid $0.5 million directly to the third-party for an aggregate value of $1.4 million. The assigned agreement is for a term of ten years and expires in June 2027. The agreement may be terminated by us at any time, with or without cause. In case of termination of the agreement, the third-party will reimburse us for a pro-rata In March 2016, NantBio and the National Cancer Institute, or the NCI, entered into a cooperative research and development agreement. The initial five-year agreement covers NantBio and its affiliates, including us. Under the agreement, the parties are collaborating on the preclinical and clinical development of proprietary recombinant natural killer cells and monoclonal antibodies in monotherapy and combination immunotherapies. We benefited from the preclinical and clinical research conducted during the first four years under this agreement. In each of the contractual years under the agreement, we paid $0.6 million to the NCI as a prepayment for services under the agreement. We recognize research and development expense related to this agreement ratably over a 12-month prepaid expenses and other current assets On February 16, 2016, we via our subsidiary Etubics entered into an exclusive license agreement with NantBio. Under this agreement, Etubics granted NantBio a worldwide, exclusive rights to research and develop Etubics’ proprietary product ETBX-021 country-by-country In August 2018, we entered into a supply agreement with NantCancerStemCell, LLC, or NCSC, a 60% owned subsidiary of NantBio (with the other 40% owned by Sorrento). Under this agreement, we agreed to supply VivaBioCell’s proprietary GMP-in-a-Box one-year In 2018, we entered into a shared service agreement, pursuant to which, we are charged for services at cost, without mark-up April 2019, we agreed with NantBio to transfer 67 NantBio employees and associated research and development projects, comprising the majority of NantBio’s business, to the company. After the transfer, NantBio continued to make payments on our behalf for certain employee benefits and vendor costs related to the research and development projects that were transferred to the company. In addition, we settled certain employee bonuses and benefits that were accrued by NantBio for 2018. As of December 31, 2020 and 2019, we recorded a net $1.3 million receivable from NantBio, which included $1.0 million receivable for employee bonuses and $0.3 million receivable from NantBio for vendor costs we paid on behalf of NantBio. NantOmics In June 2019, we made a strategic decision and transferred certain employees from NantOmics, LLC, or NantOmics, a related party that is controlled by our chairman and chief executive officer, to the company. After the transfer, we settled certain employee bonuses and benefits that were accrued by NantOmics for 2020 and recorded $0.6 million receivable from NantOmics as of December 31, 2020 and 2019. 605 Doug St, LLC In September 2016, we entered into a lease agreement with 605 Doug St, LLC, an entity owned by our Executive Chairman, and principal stockholder, for approximately 24,250 square feet in El Segundo, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The lease runs from July 2016 through July 2023. We have the option to extend the lease for an additional three-year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. Lease expense for this facility for the years ended December 31, 2020 and 2019, is recorded in research and development expense Duley Road, LLC In February 2017, Altor through its wholly-owned subsidiary entered into a lease agreement with Duley Road, LLC, or Duley Road, a related party that is indirectly controlled by our Executive Chairman, for an office and cGMP manufacturing facility in El Segundo, California. As of December 31, 2020 and 2019, we recorded rent payable to Duley Road of $1.0 million and $0.3 million, respectively, which is included in due to related parties research and development expense Commitments and Contingencies Effective in January 2019, we entered into two lease agreements with Duley Road for a second building located in El Segundo, California. The first lease is for the first floor of the building with approximately 5,650 square feet. The lease has a 7-year seven-year due to related parties research and development other assets NantHealth Labs, Inc. In March 2018, we entered into an agreement with NantHealth Labs, Inc., or NantHealth Labs, to obtain blood-based tumor profiling services. NantHealth Labs is a related party, as it is a wholly-owned subsidiary of NantHealth, Inc., a majority-owned subsidiary of NantWorks. We are obligated to pay NantHealth Labs fixed, per-patient one-year research and development expense In June 2018, one of our subsidiaries, Altor, entered into a service agreement with NantHealth Labs, pursuant to which, NantHealth Labs agreed to perform blood-based mutation detection test services in connection with Altor’s clinical trials for cancer treatments and therapies. The agreement had an initial term of two years and renews automatically for successive one-year NantPharma In 2018, Altor BioScience, LLC and GlobeImmune purchased a total of $0.2 million in laboratory equipment from NantPharma. As of December 31, 2020 and 2019, we recorded a $0.2 million related party payable to NantPharma for the unpaid invoices. Related Party Notes Payable In October 2015, we executed a demand promissory note with CalCap, a personal investment vehicle of our Executive Chairman and a related party. The note bears interest at a per annum rate of 5.0%, compounded annually and computed on the basis of 365 or 366 days. The note also provided that we may prepay the outstanding principal amount at any time without premium or penalty and the prior consent of CalCap. The note also contained a provision that all outstanding amounts will become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount of advances made by the related party pursuant to these notes totaled $22.4 million as of January 1, 2019. The total interest outstanding on this note amounted to $3.4 million as of January 1, 2019, and is included in related party notes payable In March 2019, we repaid $22.5 million under the promissory note with CalCap, including $18.8 million principal and $3.7 million accrued interests. On June 28, 2019, we extinguished the remaining principal amount under the note payable of $3.7 million and accrued interest of $40,000 by partially offsetting the cash proceeds of approximately $6.7 million from the issuance of 2,074,799 shares of common stock as a result of warrants exercised by our Executive Chairman. In December 2015, we executed a demand promissory note with NantCapital. The note bears interest at a per annum rate of 5.0%, compounded annually and computed on the basis of 365 or 366 days. In January 2019, we repaid $15.0 million under the promissory note with NantCapital, including $12.1 million of principal and $2.9 million in accrued interest. In May 2019, we borrowed $10.5 million from NantCapital. In June 2019, we deducted the principal of $2.4 million and accrued interest of $0.6 million to NantCapital, which is to offset the issuance of common stock as a result of warrant exercised by our Executive Chairman. In June 2019 and December 2019, we borrowed $8.0 million and $5.0 million from NantCapital, respectively. In July 2020 and August 2020, we borrowed $10.0 million and $3.7 million from NantCapital, respectively. The principal amount of advances made by the related party pursuant to these notes totaled $55.2 million and $41.5 million as of December 31, 2020 and 2019. The total interest outstanding on this note amounted to $3.3 million and $0.9 million as of December 31, 2020 and 2019, respectively, and was included in related party notes payable In June 2017, we executed a demand promissory note with NantWorks. The note bears interest at a per annum rate of 5.0%, compounded annually and computed on the basis of 365 or 366 days. The outstanding principal amount, plus accrued and unpaid interest, may be made immediately due and payable on demand by NantWorks. We may prepay the outstanding principal amount at any time without premium or penalty and the prior consent of NantWorks. All outstanding amounts under the note will also become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount of advances made by the related party pursuant to these notes totaled $43.4 million as of December 31, 2020 and 2019, respectively. The total interest outstanding on this note amounted to $8.1 million and $5.7 million as of December 31, 2020 and 2019, and was included in related party notes payable In August 2018, we executed a demand promissory note with NCSC. The note bears interest at a per annum rate of 5.0%, compounded annually and computed on the basis of 365 or 366 days. The outstanding principal amount, plus accrued and unpaid interest, may be made immediately due and payable on demand by NCSC. We may prepay the outstanding principal amount at any time without premium or penalty and the prior consent of NCSC. All amounts outstanding under the note will also become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount of advances made by the related party pursuant to these notes totaled $33.0 million as of December 31, 2020 and 2019. The total interest outstanding on this note amounted to $3.9 million and $2.1 million as of December 31, 2020 and 2019, respectively, and was included in related party notes payable In December 2019, we executed a demand promissory note with NantMobile. The note bears interest at a per annum rate of 3.0%, compounded annually and computed on the basis of 365 or 366 days. The outstanding principal amount, plus accrued and unpaid interest, may be made immediately due and payable on demand by NantMobile. We may prepay the outstanding principal amount at any time without premium or penalty and the prior consent of NantMobile. All amounts outstanding under the note will also become immediately due and payable upon certain bankruptcy and insolvency-related events. The principal amount of advances made by the related party pursuant to these notes totaled $55.0 million as of December 31, 2020 and 2019. The total interest outstanding on this note amounted to $1.7 million and $9,000, respectively, as of December 31, 2020 and 2019, and was included in related party notes payable In September 2020, we executed a promissory note with NantCapital for an advance of the principal of $50.0 million. The note bears interest at a per annum rate of 6.0%, compounded annually and computed on the basis of 365 or 366 days. The outstanding principal and accrued and unpaid interest are due and payable on September 30, 2025. The total interest outstanding on this note amounted to $0.8 million as of December 31, 2020, and was included in related party notes payable All demand promissory notes have no equity or equity-linked convertible rights. |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ (Deficit) Equity Merger with NantCell Under the terms of the Merger Agreement, at the Effective Time of the Merger, each share of NantCell common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as set forth in the Merger Agreement, was converted automatically into 0.8190 shares of the newly issued Company Common Stock, par value $0.0001 per share, resulting in the issuance of 273.7 million shares of Company Common Stock. From and after the effective time, all of such NantCell shares ceased to be outstanding, were canceled and ceased to exist. At the Effective Time, each share of our Common Stock issued and outstanding immediately prior to the Effective Time, will remain an issued and outstanding share of the combined company. Since the Merger has been accounted for as a transaction between entities under common control, the outstanding shares presented on the combined consolidated financial statements assume that NantCell outstanding common stock was converted into shares of Company Common Stock for all periods presented, and in connection with the conversion, those shares of common stock have been recorded at the Company’s par value, which is $0.0001 per share. Issuance of Common Stock On June 29, 2020, we closed an underwritten public offering of an aggregate of 8,521,500 shares of common stock, which included 4,811,500 shares issued to the public at a price of $9.50 per share (which includes 1,111,500 shares sold to the public upon full exercise of the underwriters’ option to purchase additional shares at a public offering price of $9.50 per share), less underwriting discounts and commissions, and 3,710,000 shares issued to our Executive Chairman and principal stockholder, Dr. Patrick Soon-Shiong, at a price of $12.12 per share, less underwriting discounts and commissions. All of the shares were offered by the company. Including the underwriters’ option exercise, the aggregate gross proceeds from the offering were $90.7 million, before deducting underwriting discounts, commissions and other offering expenses of $4.4 million. On March 11, 2019, Kuwait Investment Authority, or KIA, purchased 2,047,500 shares of our common stock, at a purchase price of $14.66 per share, for an aggregate purchase price of $30.0 million. On September 26, 2019, we entered a Stock Transfer Agreement and purchased 204,750 shares of common stocks from a stockholder at a purchase price of $9.77 per share, for an aggregate purchase price of $2.0 million in cash. All the repurchased shares were treated as retirements and reduced the number of shares issued and outstanding. In addition, we recorded the excess of the purchase price over the par value per share as a reduction to the accumulated deficit. Warrant Exercise In connection with the Altor acquisition, we assumed all outstanding Altor warrants and replaced them with warrants to purchase shares of our common stock. Warrants to purchase a total of 3,712,800 shares of our common stock were issued, of which warrants to purchase 2,074,800 shares at an exercise price of $3.24 per share were issued to our Executive Chairman (all such warrants were vested); and warrants to purchase 1,638,000 shares were issued to NantWorks, a related party, at an exercise price of $3.24 per share and with vesting subject to the achievement of a certain performance condition pertaining to building a manufacturing capacity. The fair value of $18.0 million that was assigned to the 1,638,000 unvested warrants will be recognized upon achievement of the performance-based vesting conditions. On June 28, 2019, our Executive Chairman exercised his rights under the warrants to purchase 2,074,800 shares of common stock at an exercise price of $3.24 per share. We agreed to offset the net cash proceeds of approximately $6.7 million with a reduction of related party notes payables and accrued interests to CalCap and NantCapital and issued all of the shares of common stock. See Note 9 Related Party Agreements Stock Repurchases In November 2015, the board of directors approved a share repurchase program, or the 2015 Share Repurchase Program, allowing the CEO or CFO, on behalf of the company, to repurchase from time to time, in the open market or in privately negotiated transactions, up to $50.0 million of our outstanding shares of common stock, exclusive of any commissions, markups or expenses. The timing and amounts of any purchases were and will continue to be based on market conditions and other factors, including price, regulatory requirements and other corporate considerations. The 2015 Share Repurchase Program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. We have financed, and expect to continue to finance, the purchases with existing cash balances. As it is the intent for the repurchased shares to be retired, we have elected to account for the shares repurchased under the constructive retirement method. For shares repurchased in excess of par, we allocate the purchase price in excess of par value to accumulated deficit To date, we have repurchased 6,403,489 shares of our common stock under the 2015 Share Repurchase Program at a total cost of $31.7 million. In addition, we have paid $0.1 million of broker commissions on repurchases. We did not repurchase any shares during the year ended December 31, 2020. During the year ended December 31, 2019, we repurchased 473,586 shares for $0.5 million. As of December 31, 2020, $18.3 million remained authorized for repurchases under the 2015 Share Repurchase Program. Common Stock Reserved for Future Issuance We are authorized to issue up to 500,000,000 shares of our common stock, par value $0.0001 per share on December 31, 2020. As of December 31, 2020, there were 382,243,142 shares of our common stock issued and outstanding. The following table summarizes the common stocks reserved for issuance on exercise or vesting of various awards at December 31, 2020: As of December 31, 2020 2019 Outstanding stock options 4,996,284 6,080,483 Outstanding RSUs 466,842 1,155,808 Outstanding related party warrants 1,638,000 1,638,000 Total shares reserved for future issuance 7,101,126 8,874,291 At the Effective Time of the Merger, all outstanding stock awards granted under the legacy NantCell Stock Incentive Plan were converted into equivalent awards of Company Common Stock using the Exchange Ratio, on the same terms and conditions as immediately prior to the Effective Time. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2014 Equity Incentive Plan – non-statutory 2015 Equity Incentive Plan – non-statutory second amendment to 2015 Plan to reserve a further 3,000,000 shares of common stock for issuance pursuant to the 2015 Plan. As of December 31, 2020, a total of approximately 10.2 million shares of common stock were reserved for issuance pursuant to the 2015 Plan and a total of approximately 7.2 million shares were available for future grant. In addition, the number of shares reserved for future grant under the 2015 Plan includes shares subject to stock options granted under the 2014 Plan that expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2014 Plan that are forfeited to or repurchased by us (provided that the maximum number of shares that may be added to the 2015 Plan pursuant to this provision is approximately 1.1 million shares as of December 31, 2020). Stock-Based Compensation The following table presents all stock-based compensation as included on the combined consolidated statements of operations (in thousands): For the Year Ended December 31, 2020 2019 Stock-based compensation expense: Employee stock options 1,426 2,053 Employee and Non-employee 761 1,368 $ 2,187 $ 3,421 Stock-based compensation expense in operating expenses: Research and development $ 261 $ 1,288 Selling, general and administrative 1,926 2,133 $ 2,187 $ 3,421 Stock Options The following table summarizes stock option activity and related information under all equity incentive plans for the years ended December 31, 2020 and 2019: Number of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding as of December 31, 2018 8,363,045 $ 6.54 $ 11,998 3.9 Options exercised (1,993,688 ) $ 2.06 Options forfeited (41,341 ) $ 7.64 Options expired (247,533 ) $ 1.60 Outstanding as of December 31, 2019 6,080,483 $ 8.24 $ 14,458 5.3 Options granted 400,000 $ 6.21 Options exercised (1,272,273 ) $ 1.89 Options forfeited (211,926 ) $ 2.23 Outstanding as of December 31, 2020 4,996,284 $ 9.96 $ 29,746 4.7 Vested and Exercisable as of December 31, 2020 4,345,497 $ 10.70 $ 24,333 4.1 As of December 31, 2020, the unrecognized compensation cost related to outstanding stock options was $1.3 million, which is expected to be recognized over a remaining weighted-average period of 0.9 years. The total intrinsic value of stock options exercised during the years ended December 31, 2020 and 2019 was $12.7 million and $0.2 million, respectively. Cash proceeds received from stock option exercises during the years ended December 31, 2020 and 2019 was $1.2 million and $4.1 million, respectively. As of December 31, 2019, a total of 3,973,614 vested and exercisable shares were outstanding. The following table provides a summary of options outstanding and vested as of December 31, 2020: Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (in years) Number Exercisable Weighted- Average Remaining Contractual Life (in years) $0.4213 512,036 3.9 512,036 3.9 $0.78 49,549 2.6 49,549 2.6 $1.7554 288,404 4.0 288,404 4.0 $1.9984 262,120 4.1 262,120 4.1 $2.18 1,842 5.5 1,842 5.5 $2.87 982 5.7 880 6.4 $3.07 600,000 7.7 349,998 7.7 $3.4-$3.98 1,163,543 3.0 1,163,543 3.0 $4.54 255,806 0.3 255,806 0.3 $6.21 400,000 9.4 — — $8.19 6,552 5.7 5,869 5.7 $25.00 1,455,450 4.6 1,455,450 4.6 4,996,284 4.7 4,345,497 4.1 We may grant stock options to both employees and directors of the company and to employees of related parties that provide shared services to the company under our shared services agreement with NantWorks, as discussed in Note 9, Related Party Agreements For the Year Ended December 31, 2020 2019 Expected term (in years) 5.5 N/A Risk-free interest rate 0.4 % N/A Expected volatility 96.8 % N/A Dividend yield 0.0 % N/A Weighted-average grant date fair value $ 4.64 N/A The expected term was estimated using the average of the contractual term and the weighted-average vesting term of the options. The risk-free interest rate was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon Restricted Stock Units The following table summarizes the restricted stock units, or RSUs, activity under the 2015 Plan: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Unvested balance as of December 31, 2018 875,589 $ 6.70 Granted 749,793 $ 1.12 Vested (401,193 ) $ 8.82 Forfeited/canceled (83,225 ) $ 7.29 Unvested balance as of December 31, 2019 1,140,964 $ 2.24 Granted 33,500 $ 6.43 Vested (649,872 ) $ 2.05 Forfeited/canceled (57,750 ) $ 4.47 Unvested balance as of December 31, 2020 466,842 $ 2.52 We may grant RSUs to both employees and directors of the company and to employees of related parties that provide shared services to the company under our shared services agreement with NantWorks as discussed in Note 9, Related Party Agreements non-employees As of December 31, 2020, there was $ 0.6 1.8 years 0.6 6,400 non-employee Warrants The following table summarizes our warrant activity: Outstanding as of December 31, 2018 21,302,049 Warrants exercised (19,664,049 ) Outstanding as of December 31, 2019 1,638,000 Warrants exercised — Outstanding as of December 31, 2020 1,638,000 During the three months ended March 31, 2019, we recognized proceeds of $35.2 million upon the exercise of warrants by our Chairman and CEO. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The amount of loss before taxes is as follows (in thousands): For the Year Ended December 31, 2020 2019 U.S. loss before taxes $ (223,519 ) $ (159,089 ) Foreign loss before taxes (2,514 ) (1,174 ) Loss before income taxes $ (226,033 ) $ (160,263 ) Income tax (expense) benefit for the years ended December 31, 2020 and 2019 consist of the following (in thousands): For the Year Ended December 31, 2020 2019 Current: Federal $ — $ — State (5 ) (3 ) Foreign — — Total current (5 ) (3 ) Deferred: Federal 1,187 77 State 664 31 Foreign — — Total deferred 1,851 108 Income tax benefit $ 1,846 $ 105 The components that comprise our net deferred tax assets as of December 31, 2020 and 2019 consist of the following (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 223,123 $ 166,450 Stock compensation 13,305 14,141 Operating lease liabilities 5,456 6,085 Investments 2,490 3,164 Depreciation and amortization 11,383 6,948 Interest expense 5,055 2,765 Accrued compensation 1,527 1,394 Other accrued liabilities 418 203 Other 3,355 2,062 Total deferred tax assets 266,112 203,212 Deferred tax liabilities: Indefinite lived intangibles (170 ) (3,108 ) Operating lease right-of-use (4,668 ) (5,182 ) Total deferred tax liabilities (4,838 ) (8,290 ) Net deferred tax assets 261,274 194,922 Valuation allowance (261,444 ) (198,030 ) Net deferred tax liability $ (170 ) $ (3,108 ) A reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended December 31, 2020 and 2019 is as follows: For the Year Ended December 31, 2020 2019 Tax computed at federal statutory rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 7.2 (0.8 ) Other permanent items (0.1 ) 1.6 Tax rate adjustment (0.3 ) 0.2 Research and development credits 0.1 0.1 Stock-based compensation 1.3 (33.9 ) Other (0.2 ) 0.2 Valuation allowance (28.2 ) 11.7 Effective income tax rate 0.8 % 0.1 % In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, we have recorded a valuation allowance of $261.4 and $198.0 million, respectively, on December 31, 2020 and 2019. The change in the valuation allowance for the years ended December 31, 2020 and 2019 was an increase of $63.4 million and a decrease of $18.8 million, respectively, which were mainly driven by losses from which we cannot benefit. The portion of the valuation allowance for deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital is $0.2 million. On December 31, 2020, we have federal net operating losses, or NOLs, of $979.1 million, state NOLs of $841.7 million, and foreign NOLs of $5.4 million. Of the $979.1 million in federal NOLs, $535.6 million will not expire and will be able to offset 80% of taxable income in future years. Of the $841.7 million in state NOLs, $53.2 million will not expire and will be able to offset 80% of taxable income in future years. The remaining federal NOL carryforwards begin to expire in 2021, the remaining state NOL carryforwards begin to expire in 2021, the South Korean NOL carryforwards begin to expire in 2022 and the Italian NOL will not expire. Pursuant to IRC Sections 382 and 383, annual use of our net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year As of December 31, 2020, we also had federal research tax credit carryforwards of $11.1 million and state research tax credits of $7.8 million. The federal research tax credit carryforwards begin to expire in 2034 and certain state research tax credit carryforwards begin to expire in 2031. The California research tax credits can be carried forward indefinitely. Net operating losses and tax credits also are limited when there is a separate return limitation year (SRLY). These rules generally limit the use of the acquired or departing members’ net operating loss and tax credit carryovers to the amount of taxable income such entity contributes to consolidated taxable income. The 80% Limitation also applies to the SRLY NOL carryovers and tax credits. Therefore, any SRLY NOLs and tax credits will be subject to this limitation, as well as, Section 382 and 383 Additionally, we have not recognized the deferred tax asset for research and development credit carryforwards as of December 31, 2020 and 2019 because we are a part of a controlled group of affiliated companies with common ownership and cannot complete our calculation of the credit until the time that all members of the controlled group complete their analysis and calculation of qualified research expenditures. As of December 31, 2020 and 2019, we have $19.6 million and $10.7 million interest, respectively, that is temporarily disallowed pursuant to IRC Sec. 163(j). The interest can be carried forward indefinitely and will be deductible when the Company generates sufficient adjusted taxable income. On March 9, 2021, the company completed the Merger with NantCell. The merger is accounted for as a transaction between entities under common control. The Merger is also considered as a nontaxable transaction for U.S. income tax purposes and it is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The Cares Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. The COVID-19 On June 29, 2020, the state of California enacted Assembly Bill No. 85 (AB 85) suspending California net operating loss utilization and imposing a cap on the amount of business incentive tax credits companies can utilize, effective for tax years 2020, 2021 and 2022. There was no material impact from the provisions of AB 85 in 2020. The following table summarizes the changes to the amount of unrecognized tax benefits (in thousands): Unrecognized tax benefits as of December 31, 2018 $ 11,983 Decrease for prior year tax positions (7 ) Increase for current year tax positions 3,680 Unrecognized tax benefits as of December 31, 2019 15,656 Decrease for prior year tax positions (6 ) Increase for current year tax positions 4,763 Unrecognized tax benefits as of December 31, 2020 $ 20,413 Included in the balance of unrecognized tax benefits as of December 31, 2020, is $18.3 million that, if recognized, would not impact our income tax benefit or effective tax rate as long as the deferred tax asset remains subject to a full valuation allowance. We do not expect that the unrecognized tax benefits will change within 12 months of this reporting date. Due to the existence of the valuation allowance, future changes in our unrecognized tax benefits will not impact our effective tax rate. We have not incurred any material interest or penalties as of the current reporting date with respect to income tax matters. We are subject to U.S. federal income tax, Italian income tax, South Korean income tax as well as income tax in California and other states. The federal returns for tax years 2017 through 2019 remain open to examination and the state returns remain subject to examination for tax years 2016 through 2019. The Italian and South Korea returns for tax years 2015 through 2019 remain open to examination. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authorities. There are no cumulative earnings in the Italian and South Korean subsidiaries as of December 31, 2020 that would be subject to U.S. income tax or foreign withholding tax. We plan to indefinitely reinvestment any future earnings of the Italian subsidiary. Prior to the adoption of ASU 2019-12 Summary of Significant Accounting Policies —Recent Accounting Announcement—Application of New or Revised Accounting Standards – Adopted year-to-date pre-tax pre-tax ASU 2019-12, |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefits | 13. Employee Benefits Defined Contribution Benefit Plan – pre-and post-tax Compensated Absences – |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent Events In February 2021, but effective on January 1, 2021, we entered into a lease agreement with 605 Nash, LLC, whereby we leased approximately 6,883 square feet in El Segundo, California. 605 Nash, LLC is a related party, as it is owned by our Executive Chairman, Dr. Patrick Soon-Shiong. three December In February 2021, we executed a promissory note with NantCapital. The outstanding principal amount of each advance made by NantCapital bears interest at a per annum rate of 6.0%, compounded annually and computed based on 365 On March 9, 2021, we completed the Merger pursuant to the terms of the Merger Agreement. Under the terms of the Merger Agreement, at the Effective Time of the Merger, each share of NantCell common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as set forth in the Merger Agreement, will be converted automatically into a right to receive 0.8190 (the “Exchange Ratio”) newly issued shares of common stock, par value $0.0001 per share, of the company (“Company Common Stock”), with cash paid in lieu of any fractional shares. At the Effective Time, each share of the company’s common stock issued and outstanding immediately prior to the Effective Time, will remain an issued and outstanding share of the combined company. At the Effective Time, each outstanding option, warrant, or RSU to purchase NantCell common stock were converted using the Exchange Ratio into an option, warrant, or restricted stock unit, respectively, on the same terms and conditions immediately prior to the Effective Time, to purchase shares of Company Common Stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The combined consolidated financial statements include the accounts of the company are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The combined consolidated financial statements are derived from the company’s and NantCell’s respective historical consolidated financial statements for each period presented. Since the entities have been under common control for all periods presented, the combined consolidated financial statements assume that the merger took place at the beginning of the earliest year for which the combined consolidated financial statements are presented. As of December 31, 2020, we had an accumulated deficit of $1,615 million. We also had negative cash flows from operations of $171.7 million during the year ended December 31, 2020. We will likely need additional capital to further fund the development of, and seek regulatory approvals for, our product candidates, and to begin to commercialize any approved products. The combined consolidated financial statements have been prepared assuming the company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of the uncertainty. As a result of continuing anticipated operating cash outflows, we believe that substantial doubt exists regarding our ability to continue as a going concern without additional funding or financial support. However, we believe our existing cash, cash equivalents, and investments in marketable securities, and our ability to borrow from affiliated entities, will be sufficient to fund operations through at least the next 12 months following the issuance date of the financial statements based primarily upon our Executive Chairman’s intent and ability to support our operations with additional funds, including loans from affiliated entities, as required, which we believe alleviates such doubt. We may also seek to sell additional equity, through one or more follow-on |
Principles of Consolidation | Principles of Consolidation The combined consolidated financial statements include the accounts of the company and its subsidiaries. All intercompany amounts have been eliminated. We apply the variable interest model under ASC Topic 810, Consolidation For entities we hold as an equity investment that are not consolidated under the VIE model, we consider whether our investment constitutes ownership of a majority of the voting interests in the entity and therefore should be considered for consolidation under the voting interest model. Unconsolidated equity investments in the common stock or in-substance All other unconsolidated equity investments on which we are not able to exercise significant influence will be subsequently measured at fair value with unrealized holding gains and losses included in o ther income (expense), net Fair Value Measurement Investments—Equity Securities We own non-marketable in-substance |
Use of Estimates | Use of Estimates The preparation of combined consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to the valuation of equity-based awards, deferred income taxes and related valuation allowances, preclinical and clinical trial accruals, impairment assessments, the measurement of right-of-use |
Risks and Uncertainties | Risks and Uncertainties In March 2020, the World Health Organization declared the novel strain of coronavirus disease (SARS-CoV-2) |
Contingencies | Contingencies We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We evaluate, on a quarterly basis, developments in legal proceedings and other matters that could cause a change in the potential amount of the liability recorded or of the range of potential losses disclosed. Moreover, we record gain contingencies only when they are realizable, and the amount is known. Additionally, we record our rights to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and when receipt is deemed probable. This includes instances when our third-party insurers have agreed to pay, on our behalf, certain legal defense costs and settlement amounts directly to applicable law firms and a settlement fund. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, marketable securities, and convertible note receivable. Our cash and cash equivalents are held by one major financial institution in the U.S., one in South Korea and one in Italy. We minimize credit risk associated with our cash and cash equivalents by periodically evaluating the credit quality of our primary financial institutions. While we maintain cash deposits in FDIC insured financial institutions in excess of federally insured limits, we do not believe that we are exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. We have not experienced any losses on such accounts. We also monitor the creditworthiness of the borrower of the convertible promissory note. We believe that any concentration of credit risk in its convertible note receivable was mitigated in part by our ability to convert, if necessary, at the qualifying financing event or upon a payment default into shares of the senior class of equity securities of the borrower. Product candidates developed by us will require approvals or clearances from the FDA, or international regulatory agencies prior to commercial sales. There can be no assurance that any of our product candidates will receive any of the required approvals or clearances. If we were to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash equivalents include highly liquid investments with an original maturity of three months or less from the date of purchase. Restricted cash includes a certificate of deposit held as a substitute letter of credit for one of our leased properties. This certificate of deposit is included in o ther assets A reconciliation of cash, cash equivalents, and restricted cash is included on the combined consolidated statements of cash flows as of December 31, 2020 and 2019. |
Marketable Securities | Marketable Securities We invest our excess funds in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds and classify these investments as available-for-sale. accumulated other comprehensive loss interest and investment income, net Investments in mutual funds and equity securities, other than equity method investments, are recorded at fair market value, if fair value is readily determinable and any unrealized gains and losses are included in other income (expense), net other income (expense), net We periodically evaluate whether declines in fair values of our investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether we have plans to sell the security or whether it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value, and our strategy and intentions for holding the investment. There were no other-than-temporary impairments recorded in the years ended December 31, 2020 and 2019. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to net loss during the financial period in which they are incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 to 7 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or the life of the asset Upon disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the combined consolidated financial statements and the net amount, less any proceeds, is included in the other income (expense), net We review impairment of property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the assets using a discount rate determined by management to be commensurate with the risk inherent to our current business model. During the year ended December 31, 2019, we determined that certain bioreactor laboratory equipment could no longer be utilized in the production process. As a result, we recorded an impairment charge totaling $0.9 million, which was included in r esearch and development expense |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations Contingent consideration obligations incurred in connection with a business combination are recorded at their fair values on the acquisition date and re-measured esearch and development expenses |
Intangible Assets | Intangible Assets Intangible assets acquired in a business combination are initially recognized at their fair value on the acquisition date. The in-process written-off Acquired definite life intangible assets are amortized using the straight-line method over their respective estimated useful lives. Intangible assets, which consisted of the cost of reacquiring a technology license during 2015, were amortized using the straight-line method over an estimated useful life of 4 years. As of December 31, 2019, our definite-lived intangible assets were fully amortized. |
Patents | Patents Patent costs, including related legal costs, are expensed as incurred and recorded in selling, general and administrative expenses |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on our principal or, in absence of a principal, most advantageous market for the specific asset or liability. We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring The three tiers are defined as follows: • Level 1— Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these products does not entail a significant degree of judgment. Our Level 1 assets consist of bank deposits and money market funds. • Level 2— Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. Our Level 2 assets consist of corporate debt securities including commercial paper, government-sponsored securities and corporate bonds, as well as foreign municipal securities. • Level 3— Valuations based on inputs that are unobservable and significant to the overall fair value measurement. During the years ended December 31, 2020 and 2019, no transfers were made into or out of the Level 1, 2 or 3 categories. We will continue to review the fair value inputs on a quarterly basis. We utilize a third-party pricing service to assist in obtaining fair value pricing for our investments in marketable securities. Inputs are documented in accordance with the fair value disclosure hierarchy. The fair values of financial instruments other than marketable securities and cash and cash equivalents are determined through a combination of management estimates and third-party valuations. |
Collaboration Arrangements | Collaboration Arrangements We analyze our collaboration arrangements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements, Revenue from Contracts with Customers Our collaboration arrangements require us to acquire certain equipment for exclusive use in the joint operating activities. These equipment purchases do not have an alternative use and are therefore expensed as incurred within research and development expenses. Our collaboration arrangements are further discussed in Note 7, Collaboration and License Agreements |
Preclinical and Clinical Trial Accruals | Preclinical and Clinical Trial Accruals As part of the process of preparing the financial statements, we are required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. We estimate clinical trial and research agreement-related expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on our behalf. In accruing clinical and research-related fees, we estimate the time period over which services will be performed and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, we will adjust the accrual accordingly. Payments made under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered. |
Transactions with Related Parties | Transactions with Related Parties As outlined in Note 9, Related Party Agreements m |
Lease Obligations | Lease Obligations On January 1, 2019, we adopted ASC Topic 842, Leases For contracts entered into on or after the effective date, we determine if an arrangement is, or contains, a lease at lease inception. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset; (2) whether we obtain the right to substantially all of the economic benefit from the use of the asset throughout the period; and (3) whether we have the right to direct the use of the asset. Leases entered into prior to January 1, 2019, which were accounted for under ASC 840, Leases For all leases other than short-term leases, at the lease commencement date, a right-of-use right-of-use We do not currently have any leases classified as finance leases. Our operating lease assets and liabilities are included in operating lease right-of-use non-current perating lease liabilities right-of-use right-of-use We have elected to combine our lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) with non-lease non-lease We also elected not to recognize right-of-use non-cancellable The depreciable life of operating right-of-use-assets |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record valuation allowances to reduce deferred tax assets to the amount we believe is more likely than not to be realized. We recognize uncertain tax positions when the position will be more likely than not upheld on examination by the taxing authorities based solely upon the technical merits of the positions. We recognize interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. We did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2020 and 2019. We are subject to U.S. federal income tax, as well as income tax in Italy, South Korea, California and other states. To date, we have not been required to pay U.S. federal and state income taxes because of current and accumulated net operating losses. The federal returns for tax years 2017 through 2020 remain open to examination and the state returns remain subject to examination for tax years 2016 through 2020. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service, or IRS, or other respective tax authorities. All other state jurisdictions remain open to examination. No income tax returns are currently under examination by taxing authorities. |
Stock Repurchases | Stock Repurchases In November 2015, the board of directors approved a share repurchase program, or the 2015 Share Repurchase Program allowing the Chief Executive Officer, or CEO or Chief Financial Officer, on behalf of the company, to repurchase from time to time, in the open market or in privately negotiated transactions, up to $50.0 million of our outstanding shares of common stock, exclusive of any commissions, markups or expenses. The timing and amounts of any purchases were and will continue to be based on market conditions and other factors, including price, regulatory requirements and other corporate considerations. The 2015 Share Repurchase Program does not require the purchase of a minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. We have financed, and expect to continue to finance, share repurchases with cash on hand. The shares are formally retired, through board approval upon repurchase. We have elected to account for the shares repurchased using the constructive retirement method. For shares repurchased in excess of par, we allocate the purchase price in excess of par value to accumulated deficit |
Revenue Recognition | Revenue Recognition On January 1, 2018, we adopted the provisions of ASC Topic 606, Revenue from Contracts with Customers We have primarily generated revenues from non-exclusive license agreements related to our cell lines, the sale of our bioreactors and related consumables and grant programs. The nonexclusive license agreements with a limited number of pharmaceutical and biotechnology companies grant them the right to use our cell lines and intellectual property for non-clinical GMP-in-a-Box A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation based on relative standalone selling price and recognized as revenue when, or as, the performance obligation is satisfied. Under our license agreements with customers, we typically promise to provide a license to use certain cell lines and related patents, the related know-how, know-how As discussed in Note 7, Collaboration and License Agreements The license agreements may include non-refundable re-evaluate We also have sold our proprietary GMP-in-a-Box Grant revenue is typically paid for reimbursable costs incurred over the duration of the associated research project or clinical trial and is recognized when expenses reimbursable under the grants have been incurred and payments under the grants become contractually due. Upon adoption, we changed our accounting policy from accounting for milestone payments under the milestone method to accounting for variable consideration as discussed above. The change in accounting policy did not change any amounts in the financial statements because of the significant uncertainty surrounding the estimate of variable consideration for milestone payments. To date, we have generated minimal revenue related to the non-clinical |
Research and Development Costs | Research and Development Costs Major components of research and development costs include cash compensation and other personnel-related expenses, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials costs, including contract research organizations, or CROs and related clinical manufacturing, including contract manufacturing organizations, or CMOs, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on our behalf. Costs incurred in research and development are expensed as incurred. Included in Research and development |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation We use the straight-line method to recognize stock-based compensation expense for our outstanding share awards that do not contain a performance condition. For awards subject to performance-based vesting conditions, we assess the probability of the individual milestones under the award being achieved and stock-based compensation expense is recognized over the service period commencing once management believes the performance criteria is probable of being met. For awards with service or performance conditions, we recognize the effect of forfeitures in compensation cost in the period that the award was forfeited. |
Litigation Costs | Litigation Costs We expense legal fees as they are incurred. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income or 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 available-for-sale, |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests are recorded for the entities that we consolidate but are not wholly-owned by the company. Noncontrolling interests are classified as a separate component of equity on the combined consolidated balance sheets and combined consolidated statements of stockholders’ (deficit) equity. Additionally, net loss attributable to noncontrolling interests is reflected separately from consolidated net loss on the combined consolidated statements of operations and the combined consolidated statements of stockholders’ (deficit) equity. We record the noncontrolling interests’ share of loss based on the percentage of ownership interest retained by the respective noncontrolling interest holders. Noncontrolling interests recorded on the combined consolidated financial statements result from NantCell’s share of GlobeImmune, Inc., or GlobeImmune, of which we control 69.1%, and Immunotherapy NANTibody, LLC, or NANTibody, of which we control 60% as of December 31, 2020 and 2019. Noncontrolling interest stockholders are common stockholders. GlobeImmune was determined to be a VIE as it does not have sufficient equity investment at risk to finance its operations without additional subordinated financial support and we are deemed the primary beneficiary of GlobeImmune and, accordingly, consolidates GlobeImmune into the combined consolidated financial statements under the VIE model. NantCell also supports GlobeImmune through a promissory note agreement, in which NantCell provides advances to GlobeImmune from time to time up to $6.0 million with a per annum interest rate of five percent (5%). As of December 31, 2020 and 2019, respectively, NantCell had advanced $0 and $1.2 million, respectively, to GlobeImmune to support its operations. GlobeImmune recognized $0 and $0.2 million of revenues for the years ended December 31, 2020 and 2019 respectively, and $2.0 million and $7.7 million of related operating expenses for the years ended December 31, 2020 and 2019 respectively. Combined consolidated balance sheets include approximately $0.5 million and $2.3 million of total assets and $0.3 million and $1.5 million of total liabilities as of December 31, 2020 and 2019, respectively, related to the GlobeImmune. In addition, NantCell held a 68.5% ownership of Precision Biologics, Inc., or Precision Biologics, arising from its preferred stock investment. NantCell ended its investment in Precision Biologics pursuant to a final settlement agreement approved by the court in June 2019, and accordingly, NantCell deconsolidated the related assets, liabilities and noncontrolling interests of Precision Biologics. The disposition of this investment resulted in a reduction of $18.4 million in noncontrolling interests during the year ended December 31, 2019. See Note 8 Commitments and Contingencies |
Foreign Currencies | Foreign Currencies We have operations and holds assets in Italy and South Korea. The functional currency of the subsidiary in Italy is the Euro, based on the nature of the transactions occurring within this entity, and accordingly, assets and liabilities of this subsidiary are translated into U.S. dollar at exchange rates prevailing as of the balance sheet dates, while the operating results are translated into U.S. dollars using the average exchange rates for the period correlating with those operating results. Adjustments resulting from translating the financial statements of the foreign subsidiary into the U.S. dollar are recorded as a component of o ther comprehensive income (loss), ther income (expense), net |
Basic and Diluted Net Loss Per Share of Common Stock | Basic and Diluted Net Loss per Share of Common Stock Basic net loss per share is calculated by dividing the net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares, including the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2020 2019 Outstanding options 4,996,284 6,080,483 Outstanding RSUs 466,842 1,155,808 Outstanding related party warrants 1,638,000 1,638,000 Total 7,101,126 8,874,291 Amounts in the table above reflect the common stock equivalents of the noted instruments. |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) for which discrete financial information is available and regularly reviewed by the chief operating decision-maker, or CODM, in deciding how to allocate resources and in assessing performance. Our CODM is our Chief Executive Officer, or CEO. We view our operations and manage our business as two operating segments. We have concluded that our two operating segments meet all three criteria required by ASC Topic 280, Segment Reporting We generate a portion of its revenues from outside of the U.S. Information about our revenues from the different geographic regions for the years ended December 31, 2020, and 2019 is as follows (in thousands): For the Year Ended 2020 2019 United States $ 513 $ 1,997 Europe 92 205 Total $ 605 $ 2,202 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Adopted In November 2018, the FASB issued Accounting Standards Update, or ASU, No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (ASU 2018-18). ASU 2018-18 ASU 2018-18, Collaboration and License Agreements ASU 2018-18 In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes ASU 2019-12. ASU 2019-12 year-to-date ASU 2019-12 ASU 2019-12 ASU 2019-12 year-to-date Application of New or Revised Accounting Standards – Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2016-13, available-for-sale Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC during the three months ended December 31, 2020 did not, or are not expected to, have a material effect on our combined consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 to 7 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or the life of the asset |
Securities Excluded from the Computation of Potentially Dilutive Securities | The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2020 2019 Outstanding options 4,996,284 6,080,483 Outstanding RSUs 466,842 1,155,808 Outstanding related party warrants 1,638,000 1,638,000 Total 7,101,126 8,874,291 |
Schedule of Revenue | We generate a portion of its revenues from outside of the U.S. Information about our revenues from the different geographic regions for the years ended December 31, 2020, and 2019 is as follows (in thousands): For the Year Ended 2020 2019 United States $ 513 $ 1,997 Europe 92 205 Total $ 605 $ 2,202 |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Financial Statement Details [Abstract] | |
Prepaid Expenses and Other Current Assets | As of December 31, 2020 and 2019, prepaid expenses and other current assets consist of the following (in thousands): As of December 31, 2020 2019 Prepaid preclinical and clinical trial services - with related party (Note 9) $ 4,626 $ 1,021 Insurance claim receivable 2,518 6,384 Insurance premium financing asset 1,421 757 Prepaid manufacturing services — 1,919 Prepaid insurance 1,365 793 Prepaid services 1,294 570 Prepaid license fees 801 614 Interest receivable - marketable debt securities 473 222 Grant receivable — 402 Prepaid equipment maintenance 243 251 Prepaid supplies - with related party (Note 9) 143 — Laboratory equipment deposit 66 — Prepaid rent 52 392 Other 647 677 Prepaid expenses and other current assets $ 13,649 $ 14,002 |
Property, Plant and Equipment, Net | As of December 31, 2020 and 2019, property, plant and equipment, net, consist of the following (in thousands): As of December 31, 2020 2019 Leasehold improvements $ 52,251 $ 51,314 Equipment 34,738 32,885 Buildings 22,690 22,872 Software 2,376 2,282 Furniture & fixtures 1,015 948 Construction in progress 1,333 1,333 Subtotal 114,403 111,634 Less: accumulated depreciation (41,862 ) (28,165 ) Property and equipment, net $ 72,541 $ 83,469 |
Other Assets | As of December 31, 2020 and 2019, other assets consist of the following (in thousands): As of December 31, 2020 2019 VAT receivable $ 864 $ 697 Security deposits 634 240 Prepaid software license fees 455 — Restricted cash 179 179 Prepaid preclinical and clinical trial services - with related party (Note 9) 92 4,075 Due from related party 51 19 Others 323 308 Other assets $ 2,598 $ 5,518 |
Accrued Expenses and Other Liabilities | As of December 31, 2020 and 2019, accrued expenses and other liabilities consist of the following (in thousands): As of December 31, 2020 2019 Accrued professional and service fees $ 7,668 $ 3,943 Accrued dissenting shares (Note 8) 6,769 6,335 Accrued bonus 5,288 4,121 Accrued preclinical and clinical trial costs 4,339 2,444 Accrued research and development costs 4,002 392 Accrued compensation 3,891 2,777 Financing obligation - current portion 1,421 757 Accrued contingent consideration payable 856 786 Accrued laboratory equipment and supplies 641 640 Accrued capital expenditures 337 — Deferred revenue 270 162 Accrued franchise, sales, use and property taxes 103 200 Accrued other 1,186 928 Accrued expenses and other liabilities $ 36,771 $ 23,485 |
Interest and Interest and Investment Income, Net | Net investment income included the following for the years ended December 31, 2020 and 2019 (in thousands): For the Year Ended December 31, 2020 2019 Interest income $ 1,725 $ 2,764 Unrealized gain (loss) from equity securities $ 1,577 $ (321 ) Investment (amortization expense) accretion income, net (858 ) 3 Net realized (losses) on investments (9 ) (4 ) $ 2,435 $ 2,442 |
Financial Instruments Investm_2
Financial Instruments Investments in Marketable Debt Securities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Schedule of Investments in available-for-sale Debt Securities | As of December 31, 2020, the amortized cost, gross unrealized gains, gross unrealized losses and fair values of marketable debt securities which were considered as available-for-sale, December 31, 2020 Weighted- Average Remaining Contractual Life (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt securities 0.3 $ 54,789 $ 2 $ (19 ) $ 54,772 Mutual funds 35 2 — 37 Current portion 54,824 4 (19 ) 54,809 Noncurrent: Foreign bonds 5.7 861 89 — 950 Noncurrent portion 861 89 — 950 Total $ 55,685 $ 93 $ (19 ) $ 55,759 On December 31, 2019, the amortized cost, gross unrealized gains, gross unrealized losses and fair values of marketable debt securities which were considered as available-for-sale, December 31, 2019 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt securities $ 32,382 $ 10 $ (3 ) $ 32,389 Foreign government bonds 1,007 — — 1,007 Government-sponsored securities 2,752 — (4 ) 2,748 Mutual funds 36 — — 36 Current portion 36,177 10 (7 ) 36,180 Noncurrent: Corporate debt securities 1,501 — (4 ) 1,497 Foreign bonds 664 — — 664 Noncurrent portion 2,165 — (4 ) 2,161 Total $ 38,342 $ 10 $ (11 ) $ 38,341 |
Accumulated Unrealized Losses on Debt Securities Classified as Available-for-Sale in Continuous Loss Position | Accumulated unrealized losses on debt securities classified as available-for-sale December 31, 2020 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 42,762 $ (19 ) $ — $ — Total $ 42,762 $ (19 ) $ — $ — December 31, 2019 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 11,021 $ (3 ) $ 1,497 $ (4 ) Government-sponsored securities — — 2,748 (4 ) Total $ 11,021 $ (3 ) $ 4,245 $ (8 ) |
Schedule of Realized Gains and Losses on Sales of Available-for-Sale Debt Securities | We recognized realized gains and losses on sales of available-for-sale Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) 2020 $ 4 $ (13 ) $ (9 ) 2019 $ 4 $ (8 ) $ (4 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of December 31, 2020 and 2019 (in thousands): Fair Value Measurements as of December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 34,915 $ 34,915 $ — $ — Mutual funds 37 37 — — Equity securities 6,337 6,337 — — Corporate debt securities 54,772 — 54,772 — Noncurrent: Foreign bonds 950 950 — — Total assets measured at fair value $ 97,011 $ 42,239 $ 54,772 $ — Liabilities: Contingent consideration obligation (1) $ (972 ) $ — $ — $ (972 ) Fair Value Measurements as of December 31, 2019 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 75,801 $ 75,801 $ — $ — Corporate debt securities 32,389 — 32,389 — Foreign government bonds 1,007 — 1,007 — Government-sponsored securities 2,748 — 2,748 — Mutual funds 36 36 — — Equity securities 3,355 3,355 — — Noncurrent: Corporate debt securities 2,161 664 1,497 — Total assets measured at fair value $ 117,497 $ 79,856 $ 37,641 $ — Liabilities: Contingent consideration obligation (1) $ (1,725 ) $ — $ — $ (1,725 ) (1) The contingent consideration obligations were related to the acquisitions of VivaBioCell, S.p.A., or VivaBioCell, and Receptome, LLC, or Receptome. The contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period until the related contingencies are resolved. The fair value measurements of these obligations are based on significant inputs not observable in the market (a Level 3 measurement within the fair value hierarchy) and are reviewed periodically by management. These inputs include the estimated probabilities and timing of achieving specified development and sales milestones, as well as the discount rate used to determine the present value of these milestones. Contingent considerations may change significantly as development progresses and additional data are obtained. Significant changes that would increase or decrease the probabilities or timing of achieving the development and sales milestones would result in a corresponding increase or decrease in the fair value of the contingent consideration obligations, which would be recognized on the combined consolidated statements of operations. During the year ended December 31, 2019, a contingent milestone had been reached which resulted in the recognition of a $0.8 million contingent consideration fair value adjustment which was included in accrued expenses and other current liabilities Commitments and Contingencies |
Summary of Changes in the Carrying Amount of Contingent Consideration Obligations | Changes in the carrying amount of contingent consideration obligations were as follows (in thousands): Year ended December 31, 2020 2019 Fair value, beginning of the year $ (1,725 ) $ (1,004 ) Consideration payable — (786 ) Net changes in fair value 753 65 Fair value, end of the year $ (972 ) $ (1,725 ) |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Right-of-use Assets and Lease Liabilities | Our operating right-of-use As of December 31, 2020 2019 Right-of-use Operating lease right-of-use assets, net (including amounts with related parties) $ 18,138 $ 20,131 Short-term lease liabilities: Operating lease liabilities (including amounts with related parties) $ 5,015 $ 4,808 Long-term lease liabilities: Operating lease liabilities (including amounts with related parties) $ 16,179 $ 18,831 Total lease liabilities: Operating lease liabilities (including amounts with related parties) $ 21,194 $ 23,639 Other information Weighted average remaining lease term 3.9years 5.0years Weighted average discount rate 9 % 9 % |
Components of Lease Expense | The components of lease expense for the years ended December 31, 2020 and 2019 consist of (in thousands): For the Year Ended December 31, 2020 2019 Operating lease costs $ 9,188 $ 6,419 Variable lease costs 3,577 2,825 Total lease costs $ 12,765 $ 9,244 |
Schedule of Cash Paid for Amounts Included in Measurement of Lease Liabilities | Cash paid during the years ended December 31, 2020 and 2019 for amounts included in the measurement of lease liabilities is as follows (in thousands): For the Year Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows for operating leases $ 8,917 $ 7,571 |
Summary of Future Minimum Lease Payments | Operating Leases (a) Years ending December 31: 2021 $ 6,638 2022 6,609 2023 4,876 2024 3,356 2025 2,908 Thereafter 987 Total future minimum lease payments 25,374 Less: Interest 4,180 Present value of operating lease liabilities $ 21,194 |
Related Party Agreements (Table
Related Party Agreements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Summary of outstanding balances and a description of significant relationships | We conduct business with several affiliates under written agreements and informal arrangements. Below is a summary of outstanding balances and a description of significant relationships (in thousands): As of December 31, 2020 2019 Due from related party–NantBio 1,294 1,305 Due from related party–NantOmics 591 602 Due from related parties–Various 118 56 Total due from related parties $ 2,003 $ 1,963 Due to related party–NantWorks 10,650 8,105 Due to related party–Duley Road 2,787 2,053 Due to related party–NantBio 943 945 Due to related party–NantPharma 187 188 Due to related party–Immuno-Oncology Clinic, Inc. 271 102 Total due to related parties $ 14,838 $ 11,393 Related party notes payable–NantCapital 109,246 42,385 Related party notes payable–NantMobile 56,660 55,009 Related party notes payable–NantWorks 51,546 49,088 Related party notes payable–NCSC 36,901 35,139 Total related party notes payable $ 254,353 $ 181,621 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary Of Common Stock Reserved For Issuance | The following table summarizes the common stocks reserved for issuance on exercise or vesting of various awards at December 31, 2020: As of December 31, 2020 2019 Outstanding stock options 4,996,284 6,080,483 Outstanding RSUs 466,842 1,155,808 Outstanding related party warrants 1,638,000 1,638,000 Total shares reserved for future issuance 7,101,126 8,874,291 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation Expenses Included on Operations Statement | The following table presents all stock-based compensation as included on the combined consolidated statements of operations (in thousands): For the Year Ended December 31, 2020 2019 Stock-based compensation expense: Employee stock options 1,426 2,053 Employee and Non-employee 761 1,368 $ 2,187 $ 3,421 Stock-based compensation expense in operating expenses: Research and development $ 261 $ 1,288 Selling, general and administrative 1,926 2,133 $ 2,187 $ 3,421 |
Summarizes Stock Option Activity and Related Information Under Equity Incentive Plans | The following table summarizes stock option activity and related information under all equity incentive plans for the years ended December 31, 2020 and 2019: Number of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding as of December 31, 2018 8,363,045 $ 6.54 $ 11,998 3.9 Options exercised (1,993,688 ) $ 2.06 Options forfeited (41,341 ) $ 7.64 Options expired (247,533 ) $ 1.60 Outstanding as of December 31, 2019 6,080,483 $ 8.24 $ 14,458 5.3 Options granted 400,000 $ 6.21 Options exercised (1,272,273 ) $ 1.89 Options forfeited (211,926 ) $ 2.23 Outstanding as of December 31, 2020 4,996,284 $ 9.96 $ 29,746 4.7 Vested and Exercisable as of December 31, 2020 4,345,497 $ 10.70 $ 24,333 4.1 |
Summary of Options Outstanding and Vested | The following table provides a summary of options outstanding and vested as of December 31, 2020: Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (in years) Number Exercisable Weighted- Average Remaining Contractual Life (in years) $0.4213 512,036 3.9 512,036 3.9 $0.78 49,549 2.6 49,549 2.6 $1.7554 288,404 4.0 288,404 4.0 $1.9984 262,120 4.1 262,120 4.1 $2.18 1,842 5.5 1,842 5.5 $2.87 982 5.7 880 6.4 $3.07 600,000 7.7 349,998 7.7 $3.4-$3.98 1,163,543 3.0 1,163,543 3.0 $4.54 255,806 0.3 255,806 0.3 $6.21 400,000 9.4 — — $8.19 6,552 5.7 5,869 5.7 $25.00 1,455,450 4.6 1,455,450 4.6 4,996,284 4.7 4,345,497 4.1 |
Weighted Average of Fair Value of Options Under Black-Scholes Option-Pricing Model | We may grant stock options to both employees and directors of the company and to employees of related parties that provide shared services to the company under our shared services agreement with NantWorks, as discussed in Note 9, Related Party Agreements For the Year Ended December 31, 2020 2019 Expected term (in years) 5.5 N/A Risk-free interest rate 0.4 % N/A Expected volatility 96.8 % N/A Dividend yield 0.0 % N/A Weighted-average grant date fair value $ 4.64 N/A |
Restricted Stock Units (RSUs) Activity | The following table summarizes the restricted stock units, or RSUs, activity under the 2015 Plan: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Unvested balance as of December 31, 2018 875,589 $ 6.70 Granted 749,793 $ 1.12 Vested (401,193 ) $ 8.82 Forfeited/canceled (83,225 ) $ 7.29 Unvested balance as of December 31, 2019 1,140,964 $ 2.24 Granted 33,500 $ 6.43 Vested (649,872 ) $ 2.05 Forfeited/canceled (57,750 ) $ 4.47 Unvested balance as of December 31, 2020 466,842 $ 2.52 |
Summary of Warrant Activity | The following table summarizes our warrant activity: Outstanding as of December 31, 2018 21,302,049 Warrants exercised (19,664,049 ) Outstanding as of December 31, 2019 1,638,000 Warrants exercised — Outstanding as of December 31, 2020 1,638,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Taxes | The amount of loss before taxes is as follows (in thousands): For the Year Ended December 31, 2020 2019 U.S. loss before taxes $ (223,519 ) $ (159,089 ) Foreign loss before taxes (2,514 ) (1,174 ) Loss before income taxes $ (226,033 ) $ (160,263 ) |
Summary of Income Tax (Expense) Benefit | Income tax (expense) benefit for the years ended December 31, 2020 and 2019 consist of the following (in thousands): For the Year Ended December 31, 2020 2019 Current: Federal $ — $ — State (5 ) (3 ) Foreign — — Total current (5 ) (3 ) Deferred: Federal 1,187 77 State 664 31 Foreign — — Total deferred 1,851 108 Income tax benefit $ 1,846 $ 105 |
Components of Net Deferred Tax Assets and Liabilities | The components that comprise our net deferred tax assets as of December 31, 2020 and 2019 consist of the following (in thousands): As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 223,123 $ 166,450 Stock compensation 13,305 14,141 Operating lease liabilities 5,456 6,085 Investments 2,490 3,164 Depreciation and amortization 11,383 6,948 Interest expense 5,055 2,765 Accrued compensation 1,527 1,394 Other accrued liabilities 418 203 Other 3,355 2,062 Total deferred tax assets 266,112 203,212 Deferred tax liabilities: Indefinite lived intangibles (170 ) (3,108 ) Operating lease right-of-use (4,668 ) (5,182 ) Total deferred tax liabilities (4,838 ) (8,290 ) Net deferred tax assets 261,274 194,922 Valuation allowance (261,444 ) (198,030 ) Net deferred tax liability $ (170 ) $ (3,108 ) |
Reconciliation of Federal Statutory Income Tax Rate | A reconciliation of the federal statutory income tax rate to our effective income tax rate for the years ended December 31, 2020 and 2019 is as follows: For the Year Ended December 31, 2020 2019 Tax computed at federal statutory rate 21.0 % 21.0 % State income taxes, net of federal tax benefit 7.2 (0.8 ) Other permanent items (0.1 ) 1.6 Tax rate adjustment (0.3 ) 0.2 Research and development credits 0.1 0.1 Stock-based compensation 1.3 (33.9 ) Other (0.2 ) 0.2 Valuation allowance (28.2 ) 11.7 Effective income tax rate 0.8 % 0.1 % |
Summarizes of Changes in Unrecognized Tax Benefits | The following table summarizes the changes to the amount of unrecognized tax benefits (in thousands): Unrecognized tax benefits as of December 31, 2018 $ 11,983 Decrease for prior year tax positions (7 ) Increase for current year tax positions 3,680 Unrecognized tax benefits as of December 31, 2019 15,656 Decrease for prior year tax positions (6 ) Increase for current year tax positions 4,763 Unrecognized tax benefits as of December 31, 2020 $ 20,413 |
Description of Business - Addit
Description of Business - Additional Information (Detail) | Mar. 09, 2021$ / shares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.0001 | $ 0.0001 |
NantCell, Inc | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Business combination, step acquisition, equity interest in acquiree, percentage | 72.00% | ||
Business acquisition, percentage of voting interests acquired | 28.00% | ||
Business combination, step acquisition, equity interest in acquiree, including subsequent acquisition, percentage | 82.00% | ||
Common stock, par value | $ 0.0001 | ||
Business acquisition share exchange ratio | 0.8190 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | |
Accounting Policies [Line Items] | |||
Revenues | $ 605 | $ 2,202 | |
Operating expenses | 221,485 | 158,453 | |
Assets | 221,381 | 269,786 | |
Liabilities | $ 339,871 | 253,460 | |
Disposition of investment in non-controlling interests | $ 18,353 | ||
Precision Biologics | |||
Accounting Policies [Line Items] | |||
Percentage of ownership interest | 68.50% | ||
Globe Immune | |||
Accounting Policies [Line Items] | |||
Percentage of ownership interest | 69.10% | 60.00% | |
Globe Immune | VIE | |||
Accounting Policies [Line Items] | |||
Debt Instrument, interest rate | 5.00% | ||
Debt Instrument, face amount | $ 6,000 | ||
Payments for advance to affiliate | 0 | $ 1,200 | |
Revenues | 0 | 200 | |
Operating expenses | 2,000 | 7,700 | |
Assets | 500 | 2,300 | |
Liabilities | $ 300 | $ 1,500 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property, Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Buildings | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 39 years |
Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Furniture And Fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
IT Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives, term | The lesser of the lease term or the life of the asset |
Minimum | Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Maximum | Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 7,101,126 | 8,874,291 |
Employee Stock Option | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 4,996,284 | 6,080,483 |
Outstanding RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 466,842 | 1,155,808 |
Outstanding Related Party Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,638,000 | 1,638,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 605 | $ 2,202 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 513 | 1,997 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 92 | $ 205 |
Financial Statement Details - P
Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Financial Statement Details [Abstract] | ||
Prepaid preclinical and clinical trial services - with related party (Note 9) | $ 4,626 | $ 1,021 |
Insurance claim receivable | 2,518 | 6,384 |
Insurance premium financing asset | 1,421 | 757 |
Prepaid manufacturing services | 0 | 1,919 |
Prepaid insurance | 1,365 | 793 |
Prepaid services | 1,294 | 570 |
Prepaid license fees | 801 | 614 |
Interest receivable - marketable debt securities | 473 | 222 |
Grant receivable | 0 | 402 |
Prepaid equipment maintenance | 243 | 251 |
Prepaid supplies - with related party (Note 9) | 143 | 0 |
Laboratory equipment deposit | 66 | 0 |
Prepaid rent | 52 | 392 |
Other | 647 | 677 |
Prepaid expenses and other current assets | $ 13,649 | $ 14,002 |
Financial Statement Details -_2
Financial Statement Details - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 114,403 | $ 111,634 |
Less: accumulated depreciation | (41,862) | (28,165) |
Property, plant and equipment, net | 72,541 | 83,469 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 52,251 | 51,314 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 34,738 | 32,885 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 22,690 | 22,872 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,376 | 2,282 |
Furniture And Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,015 | 948 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,333 | $ 1,333 |
Financial Statement Details - A
Financial Statement Details - Additional Information (Detail) - USD ($) | Jun. 27, 2016 | Dec. 31, 2020 | Dec. 31, 2019 |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Proceeds from sales of property, plant and equipment | $ 13,100,000 | $ 200,000 | |
Loss on disposal of assets | 13,200,000 | ||
Amortization expense | 600,000 | ||
Impairment loss on recognized investments | 2,500,000 | 6,400,000 | |
Laboratory Relocation | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Cost of propery plant and equipment disposed | 1,500,000 | ||
Laboratory Relocation | Other Nonoperating Income (Expense) | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Accumulated depreciation deletion and amortization sale or disposal of property plant and equipment | 700,000 | ||
Clinical regulatory and commercial milestones | Riptide Bioscience | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Milestone Payment Payable | 47,000,000 | ||
Maximum | Clinical regulatory and commercial milestones | Riptide Bioscience | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Milestone Payment Payable | 100,000,000 | ||
Convertible notes receivable | Riptide Bioscience | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Convertible promissory notes receivable principal amount | $ 5,000,000 | ||
Convertible promissory notes receivable rate of interest | 5.00% | ||
Loan receivable term | 3 years | ||
Notes receivable outstanding | 6,100,000 | 5,900,000 | |
Interest receivable on convertible notes | 1,100,000 | 900,000 | |
Convertible notes receivable | Riptide Bioscience | Qualified financing | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Loan receivable convertible into preferred stock discount rate | 25.00% | ||
Convertible notes receivable | Riptide Bioscience | In case of change of control | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Loan cnvertible into equity discount rate | 25.00% | ||
Intellectual Property | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Indefinitely lived intangible assets | 0 | ||
Impairment of indefinitely lived intangible assets excluding goodwill | $ 10,700,000 | $ 0 |
Financial Statement Details - O
Financial Statement Details - Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Financial Statement Details [Abstract] | ||
VAT receivable | $ 864 | $ 697 |
Security deposits | 634 | 240 |
Prepaid software license fees | 455 | 0 |
Restricted cash | 179 | 179 |
Prepaid preclinical and clinical trial services - with related party (Note 9) | 92 | 4,075 |
Due from related party | 51 | 19 |
Others | 323 | 308 |
Other Assets | $ 2,598 | $ 5,518 |
Financial Statement Details -_3
Financial Statement Details - Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Financial Statement Details [Abstract] | ||
Accrued professional and service fees | $ 7,668 | $ 3,943 |
Accrued dissenting shares (Note 8) | 6,769 | 6,335 |
Accrued bonus | 5,288 | 4,121 |
Accrued preclinical and clinical trial costs | 4,339 | 2,444 |
Accrued research and development costs | 4,002 | 392 |
Accrued compensation | 3,891 | 2,777 |
Financing obligation - current portion | 1,421 | 757 |
Accrued contingent consideration payable | 856 | 786 |
Accrued laboratory equipment and supplies | 641 | 640 |
Accrued capital expenditures | 337 | 0 |
Deferred revenue | 270 | 162 |
Accrued franchise, sales, use and property taxes | 103 | 200 |
Accrued other | 1,186 | 928 |
Accrued expenses and other liabilities | $ 36,771 | $ 23,485 |
Financial Statement Details - I
Financial Statement Details - Interest and Interest and Investment Income, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Financial Statement Details [Abstract] | ||
Interest income | $ 1,725 | $ 2,764 |
Unrealized gain (loss) from equity securities | 1,577 | (321) |
Investment (amortization expense) accretion income, net | (858) | 3 |
Net realized (losses) on investments | (9) | (4) |
Investment income, net | $ 2,435 | $ 2,442 |
Non - marketable Equity Investm
Non - marketable Equity Investment - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | May 31, 2019 | Jan. 31, 2019 |
Schedule Of Investments [Line Items] | |||||
Reduction in carrying value on cumulative basis | $ 1.4 | ||||
Other Income and Expense, Net | |||||
Schedule Of Investments [Line Items] | |||||
Unrealized loss on equity investment | $ 1.4 | ||||
2018 Note and Warrant Purchase Agreement | |||||
Schedule Of Investments [Line Items] | |||||
Purchase of convertible note | $ 0.4 | $ 0.4 | |||
Convertible note accrued interest rate | 8.00% | 8.00% | |||
Debt instrument maturity date | 1 year | 1 year | |||
2018 Note and Warrant Purchase Agreement | Common Stock | |||||
Schedule Of Investments [Line Items] | |||||
Warrants exercised to acquire shares | 253,120 | ||||
2018 Note and Warrant Purchase Agreement | Series B Preferred Stock | |||||
Schedule Of Investments [Line Items] | |||||
Preferred stock value | $ 0.8 |
Financial Instruments Investm_3
Financial Instruments Investments in Marketable Debt Securities - Schedule of Investments in available-for-sale Debt Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | $ 55,685 | $ 38,342 |
Available-for-sale, Unrealized Gains | 93 | 10 |
Available-for-sale, Unrealized Losses | (19) | (11) |
Available-for-sale, Fair Value | 55,759 | 38,341 |
Current Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 54,824 | 36,177 |
Available-for-sale, Unrealized Gains | 4 | 10 |
Available-for-sale, Unrealized Losses | (19) | (7) |
Available-for-sale, Fair Value | 54,809 | 36,180 |
Current Assets | Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 2,752 | |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | (4) | |
Available-for-sale, Fair Value | 2,748 | |
Current Assets | Foreign bonds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 1,007 | |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | 0 | |
Available-for-sale, Fair Value | 1,007 | |
Current Assets | Mutual Fund [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 35 | 36 |
Available-for-sale, Unrealized Gains | 2 | 0 |
Available-for-sale, Unrealized Losses | 0 | 0 |
Available-for-sale, Fair Value | 37 | 36 |
Current Assets | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 54,789 | 32,382 |
Available-for-sale, Unrealized Gains | 2 | 10 |
Available-for-sale, Unrealized Losses | (19) | (3) |
Available-for-sale, Fair Value | $ 54,772 | 32,389 |
Available-for-sale, Weighted- Average Remaining Contractual Life | 3 months 18 days | |
Non Current Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | $ 861 | 2,165 |
Available-for-sale, Unrealized Gains | 89 | 0 |
Available-for-sale, Unrealized Losses | 0 | (4) |
Available-for-sale, Fair Value | 950 | 2,161 |
Non Current Assets | Foreign bonds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 861 | 664 |
Available-for-sale, Unrealized Gains | 89 | 0 |
Available-for-sale, Unrealized Losses | 0 | 0 |
Available-for-sale, Fair Value | $ 950 | 664 |
Available-for-sale, Weighted- Average Remaining Contractual Life | 5 years 8 months 12 days | |
Non Current Assets | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 1,501 | |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | (4) | |
Available-for-sale, Fair Value | $ 1,497 |
Financial Instruments Investm_4
Financial Instruments Investments in Marketable Debt Securities - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)Security | Dec. 31, 2019USD ($) | |
Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, period of unrealized loss positions | 12 months | 12 months |
Minimum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, period of unrealized loss positions | 12 months | 12 months |
Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Number of available-for-sale securities in unrealized loss positions | Security | 34 | |
Interest and Investment Income Net | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available for sale equity securities,Net unrealized gains | $ 3 | $ 0.3 |
Marketable Securities. | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Equity securities with readily eterminable fair value,Amount | $ 6.3 | $ 3.4 |
Financial Instruments Investm_5
Financial Instruments Investments in Marketable Debt Securities - Accumulated Unrealized Losses on Debt Securities Classified as Available-for-Sale in Continuous Loss Position (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | $ 42,762 | $ 11,021 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (19) | (3) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 0 | 4,245 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | 0 | (8) |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 42,762 | 11,021 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (19) | (3) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 0 | 1,497 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | $ 0 | (4) |
Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 0 | |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | 0 | |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 2,748 | |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | $ (4) |
Financial Instruments Investm_6
Financial Instruments Investments in Marketable Debt Securities - Schedule of Realized Gains and Losses on Sales of Available-for-Sale Debt Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Securities, Realized Gain (Loss) [Abstract] | ||
Available-for-sale Securities, Gross Realized Gains | $ 4 | $ 4 |
Available-for-sale Securities, Gross Realized Losses | (13) | (8) |
Available for Sale Securities, Net Realized Gains (Losses) | $ (9) | $ (4) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | $ 97,011 | $ 117,497 | |
Fair Value, Recurring | Current Assets | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 2,748 | ||
Fair Value, Recurring | Current Assets | Cash and Cash Equivalents | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 34,915 | 75,801 | |
Fair Value, Recurring | Current Assets | Mutual Fund | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 37 | 36 | |
Fair Value, Recurring | Current Assets | Equity Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 6,337 | 3,355 | |
Fair Value, Recurring | Current Assets | Foreign Government Bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 1,007 | ||
Fair Value, Recurring | Current Assets | Corporate Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 54,772 | 32,389 | |
Fair Value, Recurring | Non Current Assets | Foreign Government Bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 950 | ||
Fair Value, Recurring | Non Current Assets | Corporate Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 2,161 | ||
Fair Value, Nonrecurring | Liabilities | Contingent consideration obligation | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities | [1] | (972) | (1,725) |
Level 1 | Fair Value, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 42,239 | 79,856 | |
Level 1 | Fair Value, Recurring | Current Assets | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 1 | Fair Value, Recurring | Current Assets | Cash and Cash Equivalents | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 34,915 | 75,801 | |
Level 1 | Fair Value, Recurring | Current Assets | Mutual Fund | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 37 | 36 | |
Level 1 | Fair Value, Recurring | Current Assets | Equity Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 6,337 | 3,355 | |
Level 1 | Fair Value, Recurring | Current Assets | Foreign Government Bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 1 | Fair Value, Recurring | Current Assets | Corporate Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 1 | Fair Value, Recurring | Non Current Assets | Foreign Government Bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 950 | ||
Level 1 | Fair Value, Recurring | Non Current Assets | Corporate Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 664 | ||
Level 1 | Fair Value, Nonrecurring | Liabilities | Contingent consideration obligation | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities | [1] | 0 | 0 |
Level 2 | Fair Value, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 54,772 | 37,641 | |
Level 2 | Fair Value, Recurring | Current Assets | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 2,748 | ||
Level 2 | Fair Value, Recurring | Current Assets | Cash and Cash Equivalents | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 2 | Fair Value, Recurring | Current Assets | Mutual Fund | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 2 | Fair Value, Recurring | Current Assets | Equity Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 2 | Fair Value, Recurring | Current Assets | Foreign Government Bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 1,007 | ||
Level 2 | Fair Value, Recurring | Current Assets | Corporate Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 54,772 | 32,389 | |
Level 2 | Fair Value, Recurring | Non Current Assets | Foreign Government Bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 2 | Fair Value, Recurring | Non Current Assets | Corporate Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 1,497 | ||
Level 2 | Fair Value, Nonrecurring | Liabilities | Contingent consideration obligation | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities | [1] | 0 | 0 |
Level 3 | Fair Value, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 | Fair Value, Recurring | Current Assets | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 3 | Fair Value, Recurring | Current Assets | Cash and Cash Equivalents | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 | Fair Value, Recurring | Current Assets | Mutual Fund | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 | Fair Value, Recurring | Current Assets | Equity Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 | Fair Value, Recurring | Current Assets | Foreign Government Bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 3 | Fair Value, Recurring | Current Assets | Corporate Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | 0 | |
Level 3 | Fair Value, Recurring | Non Current Assets | Foreign Government Bonds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 3 | Fair Value, Recurring | Non Current Assets | Corporate Debt Securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets | 0 | ||
Level 3 | Fair Value, Nonrecurring | Liabilities | Contingent consideration obligation | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities | [1] | $ (972) | $ (1,725) |
[1] | The contingent consideration obligations were related to the acquisitions of VivaBioCell, S.p.A., or VivaBioCell, and Receptome, LLC, or Receptome. The contingent consideration obligations are recorded at their estimated fair values and are revalued each reporting period until the related contingencies are resolved. The fair value measurements of these obligations are based on significant inputs not observable in the market (a Level 3 measurement within the fair value hierarchy) and are reviewed periodically by management. These inputs include the estimated probabilities and timing of achieving specified development and sales milestones, as well as the discount rate used to determine the present value of these milestones. Contingent considerations may change significantly as development progresses and additional data are obtained. Significant changes that would increase or decrease the probabilities or timing of achieving the development and sales milestones would result in a corresponding increase or decrease in the fair value of the contingent consideration obligations, which would be recognized on the combined consolidated statements of operations. During the year ended December 31, 2019, a contingent milestone had been reached which resulted in the recognition of a $0.8 million contingent consideration fair value adjustment which was included in accrued expenses and other current liabilities on the combined consolidated balance sheets. See Note 8 Commitments and Contingencies for additional information. |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration fair value adjustment amount | $ 972 | $ 1,725 | $ 1,004 |
Accrued Expenses And Other Current Liabilities | Contingent Milestone | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Contingent consideration fair value adjustment amount | $ 800 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in the Carrying Amount of Contingent Consideration Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Fair value, beginning of the year | $ (1,725) | $ (1,004) |
Consideration payable | (786) | |
Net changes in fair value | 753 | 65 |
Fair value, end of the year | $ (972) | $ (1,725) |
Collaboration and License Agr_2
Collaboration and License Agreements - Additional Information (Detail) - USD ($) | May 31, 2017 | Feb. 28, 2010 | Dec. 31, 2004 | Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Licensing Agreement [Line Items] | ||||||
Payments for research and development expense | $ 139,507,000 | $ 111,997,000 | ||||
Due to related parties | $ 14,838,000 | 11,393,000 | ||||
Rush University Medical Center License Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Period of license agreement | 12 days | |||||
Minimum annual royalty payment | $ 25,000 | |||||
Payments in license agreement | 2,500,000 | |||||
Minimum sales milestone of license for first year | $ 300,000 | |||||
Viracta Therapeutics, Inc. | ||||||
Licensing Agreement [Line Items] | ||||||
License agreement termination notice period | 90 days | |||||
Viracta Therapeutics, Inc. | Minimum | ||||||
Licensing Agreement [Line Items] | ||||||
Milestone Payment Amount | $ 10,000,000 | |||||
Viracta Therapeutics, Inc. | Maximum | ||||||
Licensing Agreement [Line Items] | ||||||
Milestone Payment Amount | $ 25,000,000 | |||||
Cooperative Research And Development Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Term of agreement commencing date | Feb. 20, 2018 | |||||
Term of agreement expired date | Feb. 20, 2023 | |||||
Term of agreement | 5 years | |||||
GlobeImmune Exclusive License Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
License fee amount for first two years of the agreement | $ 1,200,000 | |||||
Total sale milestone payments amount of license | 240,000,000 | |||||
License agreement termination notice period | 60 days | |||||
Cancer Therapeutics Laboratories, Inc. Exclusive License Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Upfront cash payment | $ 5,000,000 | |||||
Percentage of milestone payments payable in cash | 15.00% | |||||
Percentage Of Milestone Payments Payable In Shares | 85.00% | |||||
Due to related parties | $ 0 | 0 | ||||
License agreement termination notice period | 60 days | |||||
CytRx CorporationExclusive License Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Due to related parties | $ 0 | 0 | ||||
License agreement termination notice period | 12 months | |||||
Precigen License Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Milestone Payment Amount | $ 0 | 0 | ||||
License agreement term (years) | 17 years | |||||
Agreement one time fee | $ 400,000 | |||||
Milestone payments to be received | 0 | 0 | ||||
Precigen License Agreement | First IND Filing | ||||||
Licensing Agreement [Line Items] | ||||||
Milestone Payment Amount | 100,000 | |||||
Precigen License Agreement | First Phase II Clinical Trial | ||||||
Licensing Agreement [Line Items] | ||||||
Milestone Payment Amount | 100,000 | |||||
Precigen License Agreement | First Phase III Clinical Trial | ||||||
Licensing Agreement [Line Items] | ||||||
Milestone Payment Amount | 400,000 | |||||
Precigen License Agreement | Commercial Sale Related to Licensed Products | ||||||
Licensing Agreement [Line Items] | ||||||
Milestone Payment Amount | $ 500,000 | |||||
Accrued Expenses and Other Liabilities | IosBio Ltd. Exclusive License Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Accrued payable of reimbursable costs related to clinical trial activities | 500,000 | |||||
Clinical and Regulatory Milestones | GlobeImmune Exclusive License Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Milestone Payment Amount | $ 345,000,000 | |||||
Clinical and Regulatory Milestones | Cancer Therapeutics Laboratories, Inc. Exclusive License Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Total Milestone Payment Amount | 10,000,000 | |||||
Regulatory Approvals and Commercial Milestones | CytRx CorporationExclusive License Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Milestone payments to be received | 346,000,000 | |||||
National Cancer Institute | Cooperative Research And Development Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Annual payments for support of reasearch and development activities | 600,000 | |||||
Payments for research and development expense | 600,000 | 600,000 | ||||
National Cancer Institute | Amended Cooperative Research and Development Agreement | ||||||
Licensing Agreement [Line Items] | ||||||
Minimum annual research and development payment | 200,000 | |||||
Estimated unpaid research and development expense amount | $ 600,000 | $ 300,000 | ||||
License agreement termination notice period | 60 days |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) | Jan. 01, 2022 | Jun. 01, 2021USD ($) | Jan. 01, 2021USD ($) | Aug. 09, 2019USD ($) | Jul. 20, 2019USD ($) | Apr. 28, 2017USD ($) | Oct. 04, 2016USD ($) | Oct. 02, 2015USD ($)shares | Apr. 10, 2015USD ($) | Sep. 30, 2020USD ($) | Aug. 31, 2018USD ($) | May 31, 2018USD ($)$ / sharesshares | Feb. 28, 2017USD ($)ft² | Sep. 30, 2016USD ($)ft² | Jun. 30, 2016USD ($)ft² | Mar. 31, 2016ft² | Nov. 30, 2015USD ($)ft² | Jun. 30, 2015USD ($)ft² | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 31, 2019 | Jan. 31, 2019ft² | Jan. 01, 2019USD ($) |
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Business combination increase in the fair value of contingent consideration | $ (786,000) | ||||||||||||||||||||||||
Litigation settlement amount | 12,000,000 | ||||||||||||||||||||||||
Attorney's fee to plaintiffs | $ 500,000 | ||||||||||||||||||||||||
Operating lease right-of-use assets | $ 18,138,000 | 20,131,000 | |||||||||||||||||||||||
Operating lease liabilities | 21,194,000 | 23,639,000 | |||||||||||||||||||||||
Property, plant and equipment, net (including amounts with related parties) | 72,541,000 | 83,469,000 | |||||||||||||||||||||||
Liabilities | 339,871,000 | 253,460,000 | |||||||||||||||||||||||
Number of square foot of facility leased | ft² | 24,250 | ||||||||||||||||||||||||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 2,394,000 | 1,968,000 | |||||||||||||||||||||||
Period of agreement | The lease runs from July 2016 through July 2023. We have the option to extend the lease for an additional three-year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017 | ||||||||||||||||||||||||
Operating lease payments related to options to extend lease terms | $ 3,900,000 | ||||||||||||||||||||||||
Unconditional purchase obligations, Total | 5,800,000 | ||||||||||||||||||||||||
Unconditional purchase obligations, 2021 | 2,600,000 | ||||||||||||||||||||||||
Unconditional purchase obligations, 2022 | 2,600,000 | ||||||||||||||||||||||||
Unconditional purchase obligations, 2023 | $ 600,000 | ||||||||||||||||||||||||
Woburn, Massachusetts | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Operating lease term | 48 months | ||||||||||||||||||||||||
Number of square foot of facility leased | ft² | 8,153 | 7,893 | |||||||||||||||||||||||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 600,000 | ||||||||||||||||||||||||
Base rent - monthly | $ 19,000 | ||||||||||||||||||||||||
Initial term of lease arrangement | 48 months | ||||||||||||||||||||||||
Lease commencement date | Apr. 29, 2016 | ||||||||||||||||||||||||
Addition to number of square foot of facility leased | ft² | 260 | ||||||||||||||||||||||||
Annual increase of base rent | ft² | 1 | ||||||||||||||||||||||||
Lease agreement extended lease period | May 31, 2022 | ||||||||||||||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||||||||||||||
Period of agreement | In June 2016, the lease was amended to add 260 square feet, for a total of 8,153 square feet. Base rent for the initial term of the lease was $19,000 per month with a $1 per square foot annual increase on each anniversary date. | ||||||||||||||||||||||||
Optional extended lease term | 3 years | ||||||||||||||||||||||||
Woburn, Massachusetts | Forecast | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Base rent - monthly | $ 25,800 | ||||||||||||||||||||||||
Commitment; San Diego | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Operating lease term | 7 years | ||||||||||||||||||||||||
Number of square foot of facility leased | ft² | 44,700 | ||||||||||||||||||||||||
Base rent - monthly | $ 200,000 | ||||||||||||||||||||||||
Initial term of lease arrangement | 7 years | ||||||||||||||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||||||||||||||
NantBioScience | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Reimbursed upfront payment to third-party | $ 900,000 | ||||||||||||||||||||||||
Related party transaction, amount paid to third-party | 500,000 | ||||||||||||||||||||||||
Related party transaction, aggregate value | $ 1,400,000 | ||||||||||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 10 years | 5 years | |||||||||||||||||||||||
Related party agreement expiration date | 2027-06 | ||||||||||||||||||||||||
Doug St, LLC | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Operating lease term of extension | 2 years | ||||||||||||||||||||||||
Base rent - monthly | $ 100,000 | ||||||||||||||||||||||||
Optional extended lease term | 2 years | ||||||||||||||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||||||||||||||
NantWorks | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Number of square foot of facility leased | ft² | 9,500 | ||||||||||||||||||||||||
Base rent - monthly | $ 47,000 | ||||||||||||||||||||||||
Lease agreement extended lease period | Dec. 31, 2021 | ||||||||||||||||||||||||
Period of agreement | The initial license was effective from May 2015 through December 2020. Base monthly rent for the initial lease term was $47,000, with annual increases of 3% beginning in January 2017. | ||||||||||||||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||||||||||||||
Annual percentage increases to base rent commencement date | Jan. 31, 2017 | Jan. 1, 2021 | |||||||||||||||||||||||
NantWorks | Amendment to Extend Lease Term | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 1,200,000 | ||||||||||||||||||||||||
Base rent - monthly | $ 54,500 | ||||||||||||||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||||||||||||||
NantWorks | Amendment to Extend Lease Term | Forecast | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||||||||||||||
Number of days prior to written notice to terminate lease | 30 days | ||||||||||||||||||||||||
Minimum | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Operating lease term of extension | 1 year | ||||||||||||||||||||||||
Operating lease term | 2 years | ||||||||||||||||||||||||
Initial term of lease arrangement | 2 years | ||||||||||||||||||||||||
Optional extended lease term | 1 year | ||||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Operating lease term of extension | 5 years | ||||||||||||||||||||||||
Operating lease term | 10 years | ||||||||||||||||||||||||
Initial term of lease arrangement | 10 years | ||||||||||||||||||||||||
Optional extended lease term | 5 years | ||||||||||||||||||||||||
Accounting Standards Update 2016-02 | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Operating lease right-of-use assets | $ 23,400,000 | ||||||||||||||||||||||||
Operating lease liabilities | 27,300,000 | ||||||||||||||||||||||||
Accounting Standards Update 2016-02 | Difference between Lease Guidance in Effect before and after Topic 842 | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Property, plant and equipment, net (including amounts with related parties) | 9,900,000 | ||||||||||||||||||||||||
Liabilities | 9,200,000 | ||||||||||||||||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02 | Accumulated Deficit | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Build-to-suit related liabilities and assets adjust as accumulated deficit | $ 700,000 | ||||||||||||||||||||||||
Directors and Officers Insurance Policy | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Litigation settlement amount | 10,800,000 | ||||||||||||||||||||||||
Selling, General and Administrative | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Litigation settlement amount | $ 1,200,000 | ||||||||||||||||||||||||
Gray, Adam R Waldman,Sturm Waldman And Doughlas | Claim to the dissenting shareholders | Altor Bioscience Manufacturing Company, LLC | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Loss contingency accrual | $ 6,800,000 | 6,300,000 | |||||||||||||||||||||||
Relating to the manufacturing of cGMP batches | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Non cancellable purchase commitments year one | 4,700,000 | ||||||||||||||||||||||||
Non cancellable purchase commitments year two | 4,700,000 | ||||||||||||||||||||||||
Viva Bio Cell | NantWorks | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Business combination equity interests acquired percentage | 100.00% | ||||||||||||||||||||||||
Business combination total consideration | $ 700,000 | ||||||||||||||||||||||||
Business combination fair value of contingent consideration | 1,100,000 | ||||||||||||||||||||||||
Business combination increase in the fair value of contingent consideration | 100,000 | 700,000 | |||||||||||||||||||||||
Receptome | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Business combination equity interests acquired percentage | 50.00% | 50.00% | |||||||||||||||||||||||
Business combination fair value of contingent consideration | $ 4,000,000 | $ 300,000 | 0 | ||||||||||||||||||||||
Payment in cash to acquire business | $ 5,000,000 | ||||||||||||||||||||||||
Business combination equity interests issued shares | shares | 409,500 | ||||||||||||||||||||||||
Business combination equity interests issued assigned value | $ 5,000,000 | ||||||||||||||||||||||||
Business acquisition share price | $ / shares | $ 12.21 | ||||||||||||||||||||||||
Altar Bio Science Corporation | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Estimated sales | 1,000,000,000 | ||||||||||||||||||||||||
Contingent value rights outstanding | 279,500,000 | ||||||||||||||||||||||||
Sublease miramar florida | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Operating sublease income | $ 400,000 | ||||||||||||||||||||||||
Operating sublease month of expiry | 2021-02 | ||||||||||||||||||||||||
California | First lease for the first floor of the building | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Area of leased property | ft² | 5,650 | ||||||||||||||||||||||||
Operating lease term | 7 years | ||||||||||||||||||||||||
Initial term of lease arrangement | 7 years | ||||||||||||||||||||||||
California | Second lease for the second floor of the building | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Area of leased property | ft² | 6,488 | ||||||||||||||||||||||||
California | First and second lease | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Operating lease term of extension | 5 years | ||||||||||||||||||||||||
Operating lease rent per annum | $ 400,000 | ||||||||||||||||||||||||
Operating lease rent annual percentage increase | 3.00% | ||||||||||||||||||||||||
Optional extended lease term | 5 years | ||||||||||||||||||||||||
California | Duley Road, LLC | Second lease for the second floor of the building | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Operating lease term | 7 years | ||||||||||||||||||||||||
Initial term of lease arrangement | 7 years | ||||||||||||||||||||||||
Altor Bioscience Corporation | California | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Area of leased property | ft² | 12,000 | ||||||||||||||||||||||||
Month of maturity operating lease | --10-01 | ||||||||||||||||||||||||
Operating lease term of extension | 5 years | ||||||||||||||||||||||||
Operating lease rent per annum | $ 500,000 | ||||||||||||||||||||||||
Operating lease rent annual percentage increase | 3.00% | ||||||||||||||||||||||||
Optional extended lease term | 5 years | ||||||||||||||||||||||||
Celgene Entities | Globe Immune | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Payable for licenses acquired | $ 5,000,000 | ||||||||||||||||||||||||
Term of royalty payment | 10 years | ||||||||||||||||||||||||
Precision Biologics | Investments in series A preferred stock | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Investment owned number of shares | shares | 41 | ||||||||||||||||||||||||
Payment to acquire cost method investments | $ 50,000,000 | ||||||||||||||||||||||||
Equity method investment ownership percentage | 68.50% | ||||||||||||||||||||||||
Option to acquire additional shares | $ 25,000,000 | ||||||||||||||||||||||||
Proceeds from the disposals of investments | $ 29,300,000 | ||||||||||||||||||||||||
Cash transferred | $ 2,500,000 | ||||||||||||||||||||||||
Accumulated losses associated with giving up of ownership | $ 20,200,000 | ||||||||||||||||||||||||
Gain loss associated with final settlement of litigation | 900,000 | ||||||||||||||||||||||||
Sales Milestone | Viva Bio Cell | NantWorks | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Business combination milestone payment payable | $ 3,700,000 | ||||||||||||||||||||||||
Clinical Milestone | Viva Bio Cell | NantWorks | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Business combination milestone payment payable | $ 800,000 | ||||||||||||||||||||||||
Approval Of Bilogics License Application | Altar Bio Science Corporation | Before thirty first december two thousand and twenty two | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Contingent value rights payable | $ 304,000,000 | ||||||||||||||||||||||||
Sales Based Milestone | Altar Bio Science Corporation | Before thirty first december two thousand and twenty six | |||||||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||||||
Contingent value rights payable | $ 304,000,000 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Operating Right-of-use Assets and Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Right-of-use assets: | ||
Operating lease right-of-use assets, net (including amounts with related parties) | $ 18,138 | $ 20,131 |
Short-term lease liabilities: | ||
Operating lease liabilities (including amounts with related parties) | 5,015 | 4,808 |
Long-term lease liabilities: | ||
Operating lease liabilities, less current portion (including amounts with related parties) | 16,179 | 18,831 |
Total lease liabilities: | ||
Operating lease liabilities (including amounts with related parties) | $ 21,194 | $ 23,639 |
Other information | ||
Weighted average remaining lease term | 3 years 10 months 24 days | 5 years |
Weighted average discount rate | 9.00% | 9.00% |
Commitment and Contingencies _3
Commitment and Contingencies - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease, Cost [Abstract] | ||
Operating lease costs | $ 9,188 | $ 6,419 |
Variable lease costs | 3,577 | 2,825 |
Total lease costs | $ 12,765 | $ 9,244 |
Commitment and Contingencies _4
Commitment and Contingencies - Schedule of Cash Paid for Amounts Included in Measurement of Lease Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows for operating leases | $ 8,917 | $ 7,571 |
Commitment and Contingencies _5
Commitment and Contingencies - Summary of Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 6,638 | |
2022 | 6,609 | |
2023 | 4,876 | |
2024 | 3,356 | |
2025 | 2,908 | |
Thereafter | 987 | |
Total future minimum lease payments | 25,374 | |
Less: Interest | 4,180 | |
Present value of operating lease liabilities | $ 21,194 | $ 23,639 |
Related Party Agreements - Summ
Related Party Agreements - Summary of outstanding balances and a description of significant relationships (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Due from Related Parties | $ 2,003 | $ 1,963 |
Due to Related Parties | 14,838 | 11,393 |
Notes Payable, Related Parties | 254,353 | 181,621 |
Due from related party–NantBio | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | 1,294 | 1,305 |
Due from related party–NantOmics | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | 591 | 602 |
Due from related parties–Various | ||
Related Party Transaction [Line Items] | ||
Due from Related Parties | 118 | 56 |
Due to related party–NantWorks | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties | 10,650 | 8,105 |
Due to related party–Duley Road | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties | 2,787 | 2,053 |
Due to related party–NantBio | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties | 943 | 945 |
Due to related party–NantPharma | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties | 187 | 188 |
Due to related party–Immuno-Oncology Clinic, Inc | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties | 271 | 102 |
Related party notes payable–NantCapital | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | 109,246 | 42,385 |
Related party notes payable–NantMobile | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | 56,660 | 55,009 |
Related party notes payable–NantWorks | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | 51,546 | 49,088 |
Related party notes payable–NCSC | ||
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | $ 36,901 | $ 35,139 |
Related Party Agreements - Addi
Related Party Agreements - Additional Information (Detail) | Mar. 31, 2021USD ($) | Jun. 28, 2019USD ($)shares | Sep. 30, 2020USD ($) | Oct. 31, 2019USD ($) | Jul. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Jan. 31, 2019USD ($)ft² | Aug. 31, 2018USD ($) | Mar. 31, 2018 | Sep. 30, 2016USD ($)ft² | Mar. 31, 2016USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)Officer | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 15, 2020 | Aug. 31, 2020USD ($) | Jul. 31, 2020USD ($) | May 31, 2019USD ($) | Apr. 30, 2019Employees | Jan. 01, 2019USD ($) | Jun. 30, 2017 | Dec. 31, 2015 | Nov. 30, 2015ft² |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Selling, general and administrative expense | $ 71,318,000 | $ 46,456,000 | |||||||||||||||||||||||
Research and development | 139,507,000 | 111,997,000 | |||||||||||||||||||||||
Initial term of agreement | 1 year | ||||||||||||||||||||||||
Revenue | 605,000 | 2,202,000 | |||||||||||||||||||||||
Lease related payables | 14,838,000 | 11,393,000 | |||||||||||||||||||||||
Number of Employees | Employees | 67 | ||||||||||||||||||||||||
Operating lease costs | 9,188,000 | 6,419,000 | |||||||||||||||||||||||
Notes Payable, Related Parties | 254,353,000 | 181,621,000 | |||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 35,200,000 | 0 | 35,151,000 | ||||||||||||||||||||||
Due from related parties | 2,003,000 | 1,963,000 | |||||||||||||||||||||||
Due to related parties | 14,838,000 | 11,393,000 | |||||||||||||||||||||||
Number of square foot of facility leased | ft² | 24,250 | ||||||||||||||||||||||||
Due To Related Parties | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Lease related payables | 1,100,000 | 200,000 | |||||||||||||||||||||||
Prepaid Expenses and Other Current Assets | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Prepaid Expense | $ 1,000,000 | 300,000 | |||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 10 years | ||||||||||||||||||||||||
Shared Services Agreement | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Selling, general and administrative expense | $ 6,600,000 | 7,900,000 | |||||||||||||||||||||||
NantWorks | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Research and development | 9,900,000 | 3,600,000 | |||||||||||||||||||||||
Number of square foot of facility leased | ft² | 9,500 | ||||||||||||||||||||||||
Lease agreement extended lease period | Dec. 31, 2021 | ||||||||||||||||||||||||
NantWorks | Research and Development | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Lease expense | 600,000 | 600,000 | |||||||||||||||||||||||
NantWorks | Shared Services Agreement | Reimbursements | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Selling, general and administrative expense | 700,000 | 1,100,000 | |||||||||||||||||||||||
Research and development | 11,900,000 | 5,100,000 | |||||||||||||||||||||||
Due to related parties | 10,700,000 | 8,100,000 | |||||||||||||||||||||||
Immuno-Oncology Clinic, Inc. | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Related party transaction installment payment | $ 1,880,000 | $ 3,750,000 | |||||||||||||||||||||||
Immuno-Oncology Clinic, Inc. | California | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Research and development | 600,000 | 1,100,000 | |||||||||||||||||||||||
Due to related parties | $ 300,000 | 100,000 | |||||||||||||||||||||||
Number of officers | Officer | 1 | ||||||||||||||||||||||||
Related party transaction conditional payment | $ 1,880,000 | $ 1,880,000 | |||||||||||||||||||||||
Prepayments remain unearned extension description | To the extent any portion of the prepayments remain unearned by the Clinic on the third anniversary of the Clinic Agreement, we may elect at our sole discretion either to (i) not extend the term of the Clinic Agreement and have the Clinic reimburse us for the total amount of any remaining unused portion of the prepayments, or (ii) extend the term of the Clinic Agreement for up to three additional one year periods, at which time the Clinic will reimburse us for the total amount of any remaining unused portion of the prepayments plus interest if reimbursement is not made within 60 days of expiration. | ||||||||||||||||||||||||
Notice period to terminate new agreement | 60 days | ||||||||||||||||||||||||
Prepaid balance included in prepaid expenses and other current assets and other assets | $ 4,700,000 | 5,100,000 | |||||||||||||||||||||||
Immuno-Oncology Clinic, Inc. | California | Maximum | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Estimated cost for new agreement with clinic | $ 7,500,000 | ||||||||||||||||||||||||
Related party transaction, aggregate value | $ 7,500,000 | ||||||||||||||||||||||||
NantBioScience | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Research and development | $ 600,000 | ||||||||||||||||||||||||
Estimated cost for new agreement with clinic | $ 1,400,000 | ||||||||||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 10 years | 5 years | |||||||||||||||||||||||
Related party transaction,reimbursement payment to a related-party | $ 900,000 | ||||||||||||||||||||||||
Related party transaction, amount paid to third-party | 500,000 | ||||||||||||||||||||||||
Related party transaction, aggregate value | $ 1,400,000 | ||||||||||||||||||||||||
Related party agreement expiration date | 2027-06 | ||||||||||||||||||||||||
Research and development expense, ratable payment period | 12 months | ||||||||||||||||||||||||
NantBioScience | Prepaid Expenses and Other Current Assets | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Research and development | 100,000 | 100,000 | |||||||||||||||||||||||
NantHealth Labs, Inc. | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Research and development | 0 | 10,000 | |||||||||||||||||||||||
Due to related parties | 0 | 0 | |||||||||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | ||||||||||||||||||||||||
Related party, agreement renewal term | 1 year | ||||||||||||||||||||||||
Altor Acquisition | NantHealth Labs, Inc. | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Research and development | 0 | 300,000 | |||||||||||||||||||||||
Other Assets | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Lease security deposits | 100,000 | 100,000 | |||||||||||||||||||||||
NantBio Inc | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Initial term of agreement | 5 years | ||||||||||||||||||||||||
Renewal term of agreement | 1 year | ||||||||||||||||||||||||
Notice period to terminate new agreement | 30 days | ||||||||||||||||||||||||
NantBio Inc | Shared Services Agreement | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Receivables, Net, Current | 1,300,000 | 1,300,000 | |||||||||||||||||||||||
Employee bonus receivable | 1,000,000 | ||||||||||||||||||||||||
NantBio Inc | Supply Agreement [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Lease related payables | 900,000 | 900,000 | |||||||||||||||||||||||
Nant Omics | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Due from related parties | 600,000 | 600,000 | |||||||||||||||||||||||
605 Doug St, LLC | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Area of Land | ft² | 24,250 | ||||||||||||||||||||||||
Operating Leases, Rent Expense | $ 100,000 | ||||||||||||||||||||||||
Percentage of annual increase of lease rent | 3.00% | ||||||||||||||||||||||||
605 Doug St, LLC | Research and Development | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Operating lease costs | 900,000 | 900,000 | |||||||||||||||||||||||
Duley Road, LLC | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Lessee, Operating Lease, Option to Extend | We have options to extend the initial terms of both leases for two consecutive five-year periods through 2036. | ||||||||||||||||||||||||
leasehold improvement payable | 700,000 | 1,500,000 | |||||||||||||||||||||||
Duley Road, LLC | Due To Related Parties | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Rent Payable | 1,000,000 | 300,000 | |||||||||||||||||||||||
Duley Road, LLC | First Lease | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Area of Land | ft² | 5,650 | ||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 7 years | ||||||||||||||||||||||||
Duley Road, LLC | Second Lease | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Area of Land | ft² | 6,488 | ||||||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 7 years | ||||||||||||||||||||||||
Duley Road, LLC | Two leases [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Operating Leases, Rent Expense | $ 400,000 | ||||||||||||||||||||||||
Percentage of annual increase of lease rent | 3.00% | ||||||||||||||||||||||||
Duley Road, LLC | Research and Development | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Operating Leases, Rent Expense | 700,000 | 0.1 | |||||||||||||||||||||||
Duley Road, LLC | Research and Development | Two leases [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Operating Leases, Rent Expense | 300,000 | 100,000 | |||||||||||||||||||||||
NantPharma [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Notes Payable, Related Parties | 200,000 | 200,000 | |||||||||||||||||||||||
Related parties, capitalized equipment amount | $ 200,000 | ||||||||||||||||||||||||
CalCap [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 22,400,000 | ||||||||||||||||||||||||
Interest Payable | $ 40,000,000,000 | $ 3,400,000 | |||||||||||||||||||||||
Repayments of Related Party Debt | $ 22,500,000 | ||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | 18,800,000 | $ 18,800,000 | |||||||||||||||||||||||
Interest Expense, Debt | $ 3,700,000 | ||||||||||||||||||||||||
Extinguishment of Debt, Amount | 3,700,000 | ||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 6,700,000 | ||||||||||||||||||||||||
Number Of Warrants Exercised | shares | 2,074,799 | ||||||||||||||||||||||||
NantCapital [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 8,000,000 | 5,000,000 | $ 3,700,000 | $ 10,000,000 | $ 10,500,000 | ||||||||||||||||||||
Interest Payable | 600,000 | 3,300,000 | 900,000 | ||||||||||||||||||||||
Repayments of Related Party Debt | $ 15,000,000 | ||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | 12,100,000 | ||||||||||||||||||||||||
Interest Expense, Debt | $ 2,900,000 | ||||||||||||||||||||||||
Extinguishment of Debt, Amount | $ 2,400,000 | ||||||||||||||||||||||||
NantCapital [Member] | Due To Related Parties | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | 55,200,000 | 41,500,000 | |||||||||||||||||||||||
NantCapital [Member] | 6% Promissory Notes | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000,000 | ||||||||||||||||||||||||
Interest Payable | 800,000 | ||||||||||||||||||||||||
NantWorks [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||
Debt Instrument, Face Amount | 43,400,000 | 43,400,000 | |||||||||||||||||||||||
Interest Payable | 8,100,000 | 5,700,000 | |||||||||||||||||||||||
NCSC [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||||||
Debt Instrument, Face Amount | 33,000,000 | 33,000,000 | |||||||||||||||||||||||
Interest Payable | 3,900,000 | $ 2,100,000 | |||||||||||||||||||||||
NantMobile [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||||||||
Debt Instrument, Face Amount | 55,000,000 | $ 55,000,000 | |||||||||||||||||||||||
Interest Payable | 1,700,000 | 9,000,000,000 | |||||||||||||||||||||||
ETBX021 [Member] | NantBioScience | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Amount of costs incurred under a research and development arrangement | 0 | 0 | |||||||||||||||||||||||
Gas Mixers And Consumables | NantBio Inc | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Revenue | 0 | 500,000 | |||||||||||||||||||||||
Bioreactors | NantBio Inc | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Deferred revenue | $ 400,000 | $ 300,000 | |||||||||||||||||||||||
Nant Cancer Stem Cell, LLC | NantBio Inc | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 60.00% | ||||||||||||||||||||||||
Notice period to terminate new agreement | 90 days | ||||||||||||||||||||||||
Sorrento [Member] | NantBio Inc | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 40.00% |
Stockholders' (Deficit) Equit_2
Stockholders' (Deficit) Equity - Additional Information (Detail) | Jun. 29, 2020USD ($)$ / sharesshares | Sep. 26, 2019USD ($)$ / sharesshares | Jun. 28, 2019USD ($)$ / sharesshares | Mar. 11, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 09, 2021$ / shares | Dec. 31, 2018shares | Nov. 30, 2015USD ($) |
Class Of Stock [Line Items] | ||||||||||
Share price | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Proceeds from equity offering, net of issuance costs paid | $ | $ 86,302,000 | $ 30,000,000 | ||||||||
Total amount authorized for repurchase | $ | $ 50,000,000 | |||||||||
Repurchase of common stock, shares | 0 | 473,586 | 6,403,489 | |||||||
Repurchase of common stock excluding commissions, value | $ | $ 500,000 | $ 31,700,000 | ||||||||
Broker commissions on repurchases | $ | 100,000 | |||||||||
Remaining authorized repurchase amount | $ | $ 18,300,000 | $ 18,300,000 | ||||||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | ||||||
Common stock, shares issued | 382,243,142 | 371,976,995 | 382,243,142 | |||||||
Common stock, shares outstanding | 382,243,142 | 371,976,995 | 382,243,142 | |||||||
Stockholders' equity note, stock split, conversion ratio | 0.8190 | |||||||||
Stock issued during period, value, acquisitions | $ | $ 30,000,000 | |||||||||
Altor Acquisition | Warrants | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during period, shares, acquisitions | 3,712,800 | |||||||||
NantWorks | Altor Acquisition | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Share price | $ / shares | $ 3.24 | |||||||||
Stock issued during period, shares, acquisitions | 1,638,000 | |||||||||
Executive Chairman | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Share price | $ / shares | $ 3.24 | |||||||||
Stock issued during period, shares, acquisitions | 2,074,800 | |||||||||
Proceeds from issuance of warrants | $ | $ 6,700,000 | |||||||||
Executive Chairman | Altor Acquisition | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Share price | $ / shares | $ 3.24 | |||||||||
Stock issued during period, shares, acquisitions | 2,074,800 | |||||||||
Unvested Warrants | Altor Acquisition | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock issued during period, value, issued for services | $ | $ 18,000,000 | |||||||||
Stock issued during period, shares, issued for services | 1,638,000 | |||||||||
Merger with NantCell | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceeds from equity offering, net of issuance costs paid | $ | $ 273,700,000 | |||||||||
NantCell Common Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Share price | $ / shares | $ 0.001 | |||||||||
NantCell Common Stock | Merger with NantCell | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Share price | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Common Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Shares issued | 8,521,500 | |||||||||
Repurchase of common stock, shares | 678,336 | |||||||||
Common stock, shares issued | 382,243,142 | 371,976,995 | 382,243,142 | 348,677,955 | ||||||
Stock issued during period, shares, acquisitions | 2,047,500 | |||||||||
Stock issued during period, value, acquisitions | $ | $ 0 | |||||||||
Common Stock | Kuwait Investment Authority | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Share price | $ / shares | $ 14.66 | |||||||||
Stock issued during period, shares, acquisitions | 2,047,500 | |||||||||
Stock issued during period, value, acquisitions | $ | $ 30,000,000 | |||||||||
Common Stock | Stock Transfer Agreement | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Share price | $ / shares | $ 9.77 | |||||||||
Stock issued during period, shares, acquisitions | 204,750 | |||||||||
Stock issued during period, value, acquisitions | $ | $ 2,000,000 | |||||||||
Underwritten Public Offering | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Shares issued | 8,521,500 | |||||||||
Proceeds from equity offering, net of issuance costs paid | $ | $ 90,700,000 | |||||||||
Underwriting discounts, commissions and other offering expenses | $ | $ 4,400,000 | |||||||||
Underwritten Public Offering | Public | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Shares issued | 4,811,500 | |||||||||
Share price | $ / shares | $ 9.50 | |||||||||
Underwritten Public Offering | Shares Sold to Public upon full Exercise of Underwriters Option to Purchase Additional Shares | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Share price | $ / shares | $ 9.50 | |||||||||
Shares sold to public upon full exercise of underwriters' option to purchase additional shares | 1,111,500 | |||||||||
Underwritten Public Offering | Dr. Patrick Soon-Shiong | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Shares issued | 3,710,000 | |||||||||
Share price | $ / shares | $ 12.12 |
Stockholders' (Deficit) Equit_3
Stockholders' (Deficit) Equity - Summary of Common Shares Reserved for Issuance (Detail) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||
Total shares reserved for future issuance | 7,101,126 | 8,874,291 |
Outstanding Stock Options | ||
Class Of Stock [Line Items] | ||
Total shares reserved for future issuance | 4,996,284 | 6,080,483 |
Outstanding RSUs | ||
Class Of Stock [Line Items] | ||
Total shares reserved for future issuance | 466,842 | 1,155,808 |
Outstanding related party warrants | ||
Class Of Stock [Line Items] | ||
Total shares reserved for future issuance | 1,638,000 | 1,638,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2014 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total shares reserved for future issuance | 7,101,126 | 8,874,291 | ||||
Proceeds from stock options exercised | $ 1,176,000 | $ 4,086,000 | ||||
Proceeds from exercises of warrants | $ 35,200,000 | $ 0 | $ 35,151,000 | |||
2015 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total shares reserved for future issuance | 10,200,000 | |||||
Common stock reserved for future grants | 7,200,000 | |||||
Additional Shares that may be added to shares reserved for issuance | 1,100,000 | |||||
Employee Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation vested and exercisable options outstanding | 4,345,497 | |||||
Share-based compensation grants | 400,000 | 0 | ||||
Total shares reserved for future issuance | 4,996,284 | 6,080,483 | ||||
Unrecognized compensation cost related to unvested stock options | $ 1,300,000 | |||||
Remaining weighted-average period for recognition | 10 months 24 days | |||||
Aggregate intrinsic value of stock option exercised | $ 12,700,000 | $ 200,000 | ||||
Proceeds from stock options exercised | $ 1,200,000 | $ 4,100,000 | ||||
Stock options, vested and exercisable | 4,345,497 | 3,973,614 | ||||
Employee Stock Option | 2014 Equity Incentive Plan | Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 11,109,000 | |||||
Share-based compensation vested and exercisable options outstanding | 1,100,000 | |||||
Share-based compensation grants | 0 | |||||
Employee Stock Option | 2014 Equity Incentive Plan | Common Stock | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation, expiration period | 10 years | |||||
Employee Stock Option | 2015 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Additional common shares reserved for future issuance | 3,000,000 | 3,000,000 | ||||
Non Employee Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Remaining weighted-average period for recognition | 2 months 12 days | |||||
Grants of restricted stock | 0 | |||||
Unrecognized compensation cost related to non-vested stock options | $ 6,400 | |||||
Outstanding RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total shares reserved for future issuance | 466,842 | 1,155,808 | ||||
Remaining weighted-average period for recognition | 1 year 9 months 18 days | |||||
Grants of restricted stock | 33,500 | 749,793 | ||||
Unrecognized compensation cost related to non-vested stock options | $ 600,000 | |||||
Employee Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Remaining weighted-average period for recognition | 1 year 10 months 24 days | |||||
Unrecognized compensation cost related to non-vested stock options | $ 600,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Based Compensation Expenses Related to Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,187 | $ 3,421 |
Employee Stock Option | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,426 | 2,053 |
Employee and Non-employee RSUs | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 761 | 1,368 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 261 | 1,288 |
Selling, General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 1,926 | $ 2,133 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Detail) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | |||
Stock Options, Beginning Balance | 6,080,483 | 8,363,045 | |
Stock Options, Options granted | 400,000 | 0 | |
Stock Options, Options exercised | (1,272,273) | (1,993,688) | |
Stock Options, Options forfeited | (211,926) | (41,341) | |
Stock Options, Options expired | (247,533) | ||
Stock Options, Ending Balance | 4,996,284 | 6,080,483 | 8,363,045 |
Stock Options, Vested and Exercisable | 4,345,497 | 3,973,614 | |
Weighted Average Exercise Price | |||
Weighted Average Exercise Price, Outstanding Beginning balance | $ 8.24 | $ 6.54 | |
Weighted Average Exercise Price, Options granted | 6.21 | ||
Weighted Average Exercise Price, Options exercised | 1.89 | 2.06 | |
Weighted Average Exercise Price, Options forfeited | 2.23 | 7.64 | |
Weighted Average Exercise Price, Options expired | 1.60 | ||
Weighted Average Exercise Price, Outstanding Ending balance | 9.96 | $ 8.24 | $ 6.54 |
Weighted Average Exercise Price, Vested and Exercisable | $ 10.70 | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ 14,458 | $ 11,998 | |
Aggregate Intrinsic Value, Outstanding, exercised | |||
Aggregate Intrinsic Value, Outstanding, Ending balance | 29,746 | $ 14,458 | $ 11,998 |
Aggregate Intrinsic Value, Vested and Exercisable | $ 24,333 | ||
Weighted Average Remaining Contractual Life | |||
Weighted Average Remaining Contractual Life, Outstanding | 4 years 8 months 12 days | 5 years 3 months 18 days | 3 years 10 months 24 days |
Weighted Average Remaining Contractual Life, Vested and Exercisable | 4 years 1 month 6 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Options Outstanding and Vested Pricing of Exercise Prices (Detail) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 4,996,284 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 years 8 months 12 days |
Options Outstanding, Number Exercisable | 4,345,497 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 years 1 month 6 days |
$0.4213 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.4213 |
Options Outstanding, Number Outstanding | 512,036 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 3 years 10 months 24 days |
Options Outstanding, Number Exercisable | 512,036 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 3 years 10 months 24 days |
$0.78 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.78 |
Options Outstanding, Number Outstanding | 49,549 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 2 years 7 months 6 days |
Options Outstanding, Number Exercisable | 49,549 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 2 years 7 months 6 days |
$1.7554 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 1.7554 |
Options Outstanding, Number Outstanding | 288,404 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 years |
Options Outstanding, Number Exercisable | 288,404 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 years |
$1.9984 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 1.9984 |
Options Outstanding, Number Outstanding | 262,120 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 years 1 month 6 days |
Options Outstanding, Number Exercisable | 262,120 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 years 1 month 6 days |
$2.18 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 2.18 |
Options Outstanding, Number Outstanding | 1,842 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 years 6 months |
Options Outstanding, Number Exercisable | 1,842 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 years 6 months |
$2.87 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 2.87 |
Options Outstanding, Number Outstanding | 982 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 years 8 months 12 days |
Options Outstanding, Number Exercisable | 880 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 6 years 4 months 24 days |
$3.07 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 3.07 |
Options Outstanding, Number Outstanding | 600,000 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 7 years 8 months 12 days |
Options Outstanding, Number Exercisable | 349,998 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 7 years 8 months 12 days |
$3.4 to $3.98 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 1,163,543 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 3 years |
Options Outstanding, Number Exercisable | 1,163,543 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 3 years |
$3.4 to $3.98 | Minimum | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 3.4 |
$3.4 to $3.98 | Maximum | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | 3.98 |
$4.54 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 4.54 |
Options Outstanding, Number Outstanding | 255,806 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 3 months 18 days |
Options Outstanding, Number Exercisable | 255,806 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 3 months 18 days |
$6.21 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 6.21 |
Options Outstanding, Number Outstanding | 400,000 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 9 years 4 months 24 days |
Options Outstanding, Number Exercisable | 0 |
$8.19 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 8.19 |
Options Outstanding, Number Outstanding | 6,552 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 years 8 months 12 days |
Options Outstanding, Number Exercisable | 5,869 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 years 8 months 12 days |
$25.00 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 25 |
Options Outstanding, Number Outstanding | 1,455,450 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 years 7 months 6 days |
Options Outstanding, Number Exercisable | 1,455,450 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 years 7 months 6 days |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes Option-Pricing Model to Determine Fair Value of Assumptions Used for Employee Stock Options Granted (Detail) - Employee Stock Option - Employee Stock Option | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 5 years 6 months |
Risk-free interest rate | 0.40% |
Expected volatility | 96.80% |
Dividend yield | 0.00% |
Weighted-average grant date fair value | $ 4.64 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (RSUs) Activity (Detail) - Outstanding RSUs - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Unvested, Beginning balance | 1,140,964 | 875,589 |
Number of Shares, Granted | 33,500 | 749,793 |
Number of Shares, Vested | (649,872) | (401,193) |
Number of Shares, Forfeited/Canceled | (57,750) | (83,225) |
Number of Shares, Unvested, Ending balance | 466,842 | 1,140,964 |
Weighted-Average Grant Date Fair Value, Unvested, beginning balance | $ 2.24 | $ 6.70 |
Weighted-Average Grant Date Fair Value, Granted | 6.43 | 1.12 |
Weighted-Average Grant Date Fair Value, Vested | 2.05 | 8.82 |
Weighted-Average Grant Date Fair Value, Forfeited/Canceled | 4.47 | 7.29 |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ 2.52 | $ 2.24 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Warrant Activity (Detail) - Outstanding Warrants - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Class Of Warrant Or Right [Line Items] | ||
Number of shares Warrants, Beginning Balance | 1,638,000 | 21,302,049 |
Number of shares Warrants exercised | 0 | (19,664,049) |
Number of shares Warrants, Ending Balance | 1,638,000 | 1,638,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | ||
Cumulative change in ownership | 50.00% | |
Period of cumulative ownership change | 3 years | |
Derecognized deferred tax assets | $ 270,000 | |
Deferred tax assets valuation allowance | 261,444 | $ 198,030 |
Deferred tax assets change in valuation allowance | 63,400 | 18,800 |
Tax benefits credited to contributed capital | $ 200 | |
Net operating loss carrybacks period | 5 years | |
Unrecognized tax benefits that would not impact effective tax rate | $ 18,300 | |
Percentage of limitation on net operating losses and tax credits | 80.00% | |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | $ 19,600 | $ 10,700 |
Cumulative Earnings (Deficit) | $ 0 | |
Tax Year 2020 | ||
Income Tax [Line Items] | ||
Net operating loss carried forwards as percentage on taxable income | 100.00% | |
Tax Year 2021 and Thereafter | ||
Income Tax [Line Items] | ||
Net operating loss carried forwards as percentage on taxable income | 80.00% | |
Federal | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | $ 979,100 | |
Net operating loss carryforwards will not expire | $ 535,600 | |
Net operating loss carried forwards as percentage on taxable income | 80.00% | |
Net operating loss carryforwards expiration date | 2021 | |
Federal | Minimum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2017 | |
Federal | Maximum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2019 | |
Federal | Research Tax Credits | ||
Income Tax [Line Items] | ||
Tax credit carryforwards | $ 11,100 | |
Tax credit carryforward expiration period | 2034 | |
State | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | $ 841,700 | |
Net operating loss carryforwards will not expire | $ 53,200 | |
Net operating loss carried forwards as percentage on taxable income | 80.00% | |
Net operating loss carryforwards expiration date | 2021 | |
State | Minimum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2016 | |
State | Maximum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2019 | |
State | Research Tax Credits | ||
Income Tax [Line Items] | ||
Tax credit carryforwards | $ 7,800 | |
Tax credit carryforward expiration period | 2031 | |
Foreign | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | $ 5,400 | |
Korea | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards expiration date | 2022 | |
Korea | Minimum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2015 | |
Korea | Maximum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2019 | |
Italian | Minimum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2015 | |
Italian | Maximum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2019 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
U.S. loss before taxes | $ (223,519) | $ (159,089) |
Foreign loss before taxes | (2,514) | (1,174) |
Loss before income taxes and noncontrolling interest | $ (226,033) | $ (160,263) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax (Expense) Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | (5) | (3) |
Foreign | 0 | 0 |
Total current | (5) | (3) |
Deferred: | ||
Federal | 1,187 | 77 |
State | 664 | 31 |
Foreign | 0 | 0 |
Total deferred | 1,851 | 108 |
Income tax benefit | $ 1,846 | $ 105 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 223,123 | $ 166,450 |
Stock compensation | 13,305 | 14,141 |
Operating lease liabilities | 5,456 | 6,085 |
Investments | 2,490 | 3,164 |
Depreciation and amortization | 11,383 | 6,948 |
Interest expense | 5,055 | 2,765 |
Accrued compensation | 1,527 | 1,394 |
Other accrued liabilities | 418 | 203 |
Other | 3,355 | 2,062 |
Total deferred tax assets | 266,112 | 203,212 |
Deferred tax liabilities: | ||
Indefinite lived intangibles | (170) | (3,108) |
Operating lease right-of-use assets | (4,668) | (5,182) |
Total deferred tax liabilities | (4,838) | (8,290) |
Net deferred tax assets | 261,274 | 194,922 |
Valuation allowance | (261,444) | (198,030) |
Net deferred tax liability | $ (170) | $ (3,108) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax computed at federal statutory rate | 21.00% | 21.00% |
State income taxes, net of federal tax benefit | 7.20% | (0.80%) |
Other permanent items | (0.10%) | 1.60% |
Tax rate adjustment | (0.30%) | 0.20% |
Research and development credits | 0.10% | 0.10% |
Stock-based compensation | 1.30% | (33.90%) |
Other | (0.20%) | 0.20% |
Valuation allowance | (28.20%) | 11.70% |
Effective income tax rate | 0.80% | 0.10% |
Income Taxes - Summarizes of Ch
Income Taxes - Summarizes of Changes in Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits at beginning balance | $ 15,656 | $ 11,983 |
Decrease for prior year tax positions | (6) | (7) |
Increase for current year tax positions | 4,763 | 3,680 |
Unrecognized tax benefits at ending balance | $ 20,413 | $ 15,656 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee benefit plan, company contributions | $ 1.2 | $ 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Mar. 09, 2021$ / shares | Feb. 28, 2021USD ($)ft² | Dec. 31, 2020$ / shares | Sep. 30, 2016ft² |
Subsequent Event [Line Items] | ||||
Number of square foot of facility leased | ft² | 24,250 | |||
Shares Issued, Price Per Share | $ 0.0001 | |||
NantCell Common Stock | ||||
Subsequent Event [Line Items] | ||||
Shares Issued, Price Per Share | $ 0.001 | |||
Stockholders' equity note, Stock split exchange ratio | 0.819% | |||
Company Common Stock | ||||
Subsequent Event [Line Items] | ||||
Shares Issued, Price Per Share | $ 0.0001 | |||
Promissory Note | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||
Debt Instrument Advance Amount | $ | $ 40 | |||
Nash, LLC | ||||
Subsequent Event [Line Items] | ||||
Period of agreement | The lease runs from January 2021 through December 2027 | |||
Base rent - monthly | $ | $ 20,300 | |||
Percentage of annual increase of base rent | 3.00% | |||
Lease agreement extended lease period | Dec. 31, 2030 | |||
Optional extended lease term | 3 years | |||
Nash, LLC | El Segundo California | ||||
Subsequent Event [Line Items] | ||||
Number of square foot of facility leased | ft² | 6,883 |