Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-37507 | |
Entity Registrant Name | IMMUNITYBIO, INC. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | IBRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 397,594,535 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001326110 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 64,524 | $ 34,915 |
Marketable securities | 15,848 | 61,146 |
Due from related parties | 1,304 | 2,003 |
Prepaid expenses and other current assets (including amounts with related parties) | 12,776 | 13,649 |
Total current assets | 94,452 | 111,713 |
Marketable securities, noncurrent | 802 | 950 |
Property, plant and equipment, net | 69,878 | 72,541 |
Non-marketable equity investment | 0 | 7,849 |
Intangible asset, net | 1,432 | 1,463 |
Convertible note receivable | 6,316 | 6,129 |
Operating lease right-of-use assets, net (including amounts with related parties) | 34,099 | 18,138 |
Other assets (including amounts with related parties) | 7,442 | 2,598 |
Total assets | 214,421 | 221,381 |
Current liabilities: | ||
Accounts payable | 15,120 | 11,510 |
Accrued expenses and other liabilities | 38,519 | 36,771 |
Due to related parties | 8,697 | 14,838 |
Operating lease liabilities (including amounts with related parties) | 3,072 | 5,015 |
Total current liabilities | 65,408 | 68,134 |
Related-party notes payable | 303,240 | 254,353 |
Operating lease liabilities, less current portion (including amounts with related parties) | 34,642 | 16,179 |
Deferred income tax liability | 170 | 170 |
Other liabilities | 905 | 1,035 |
Total liabilities | 404,365 | 339,871 |
Commitments and contingencies (Note 7) | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 394,509,695 and 382,243,142 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively; excluding treasury stock, 163,800 shares outstanding as of September 30, 2021 and December 31, 2020, respectively | 39 | 38 |
Additional paid-in capital | 1,682,072 | 1,495,163 |
Accumulated deficit | (1,870,662) | (1,615,131) |
Accumulated other comprehensive income | 53 | 122 |
Total ImmunityBio stockholders’ deficit | (188,498) | (119,808) |
Noncontrolling interests | (1,446) | 1,318 |
Total stockholders’ deficit | (189,944) | (118,490) |
Total liabilities and stockholders’ deficit | $ 214,421 | $ 221,381 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares outstanding (in shares) | 394,509,695 | 382,243,142 |
Common stock, shares issued (in shares) | 394,509,695 | 382,243,142 |
Treasury stock, common shares (in shares) | 163,800 | 163,800 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 66 | $ 151 | $ 544 | $ 752 |
Operating expenses: | ||||
Research and development (including amounts with related parties) | 49,277 | 35,772 | 144,205 | 96,151 |
Selling, general and administrative (including amounts with related parties) | 29,625 | 19,596 | 107,345 | 47,436 |
Impairment of intangible assets | 0 | 10,660 | 0 | 10,660 |
Total operating expenses | 78,902 | 66,028 | 251,550 | 154,247 |
Loss from operations | (78,836) | (65,877) | (251,006) | (153,495) |
Other expense, net: | ||||
Interest and investment (loss) income, net | (5,941) | 149 | 2,826 | 1,213 |
Interest expense (including amounts with related parties) | (3,614) | (2,226) | (10,359) | (6,238) |
Other (expense) income, net (including amounts with related parties) | (38) | 84 | 252 | 1,269 |
Total other expense, net | (9,593) | (1,993) | (7,281) | (3,756) |
Loss before income taxes and noncontrolling interests | (88,429) | (67,870) | (258,287) | (157,251) |
Income tax benefit (expense) | 0 | 1,700 | (8) | 1,637 |
Net loss | (88,429) | (66,170) | (258,295) | (155,614) |
Net loss attributable to noncontrolling interests, net of tax | (800) | (567) | (2,764) | (1,534) |
Net loss attributable to ImmunityBio common stockholders | $ (87,629) | $ (65,603) | $ (255,531) | $ (154,080) |
Net loss per ImmunityBio common share – basic (in dollars per share) | $ (0.22) | $ (0.17) | $ (0.66) | $ (0.41) |
Net loss per ImmunityBio common share - diluted (in dollars per share) | $ (0.22) | $ (0.17) | $ (0.66) | $ (0.41) |
Weighted-average number of common shares used in computing net loss per share – basic (in shares) | 391,853,623 | 381,763,170 | 386,606,200 | 375,369,638 |
Weighted-average number of common shares used in computing net loss per share – diluted (in shares) | 391,853,623 | 381,763,170 | 386,606,200 | 375,369,638 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net loss | $ (88,429) | $ (66,170) | $ (258,295) | $ (155,614) |
Other comprehensive income (loss), net of income taxes: | ||||
Net unrealized (losses) gains on available-for-sale securities | (1) | 5 | 16 | 10 |
Foreign currency translation adjustments | 17 | (53) | (85) | (46) |
Reclassification of net realized losses on available-for-sale securities included in net loss | 0 | 2 | 0 | 2 |
Total other comprehensive income (loss) | 16 | (46) | (69) | (34) |
Comprehensive loss | (88,413) | (66,216) | (258,364) | (155,648) |
Less: Comprehensive loss attributable to noncontrolling interests | (800) | (567) | (2,764) | (1,534) |
Comprehensive loss attributable to ImmunityBio common stockholders | $ (87,613) | $ (65,649) | $ (255,600) | $ (154,114) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | At-the-Market | Common Stock | Common StockAt-the-Market | Additional Paid-in Capital | Additional Paid-in CapitalAt-the-Market | Accumulated Deficit | Accumulated Other Comprehensive Income | Total ImmunityBio Stockholders’ Deficit | Total ImmunityBio Stockholders’ DeficitAt-the-Market | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2019 | 371,976,995 | ||||||||||
Beginning balance at Dec. 31, 2019 | $ 16,326 | $ 37 | $ 1,406,002 | $ (1,393,280) | $ (87) | $ 12,672 | $ 3,654 | ||||
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward] | |||||||||||
Issuance of common stock, net (in shares) | 8,521,500 | ||||||||||
Issuance of common stock, net | 86,302 | $ 1 | 86,301 | 86,302 | |||||||
Stock-based compensation expense | 1,516 | 1,516 | 1,516 | ||||||||
Exercise of stock options, (in shares) | 1,142,273 | ||||||||||
Exercise of stock options | 917 | 917 | 917 | ||||||||
Vesting of restricted stock units (RSUs) (in shares) | 642,236 | ||||||||||
Net share settlement for RSUs vesting (in shares) | (173,830) | ||||||||||
Net share settlement for RSUs vesting | (485) | (485) | (485) | ||||||||
Other comprehensive income (loss), net of tax | (34) | (34) | (34) | ||||||||
Net loss | (155,614) | (154,080) | (154,080) | (1,534) | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 382,109,174 | ||||||||||
Ending balance at Sep. 30, 2020 | (51,072) | $ 38 | 1,494,251 | (1,547,360) | (121) | (53,192) | 2,120 | ||||
Beginning balance (in shares) at Jun. 30, 2020 | 381,280,749 | ||||||||||
Beginning balance at Jun. 30, 2020 | 14,379 | $ 38 | 1,493,486 | (1,481,757) | (75) | 11,692 | 2,687 | ||||
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward] | |||||||||||
Issuance of common stock, net | 19 | 19 | 19 | ||||||||
Stock-based compensation expense | 714 | 714 | 714 | ||||||||
Exercise of stock options, (in shares) | 883,256 | ||||||||||
Exercise of stock options | 353 | 353 | 353 | ||||||||
Vesting of restricted stock units (RSUs) (in shares) | 83,260 | ||||||||||
Net share settlement for RSUs vesting (in shares) | (138,091) | ||||||||||
Net share settlement for RSUs vesting | (321) | (321) | (321) | ||||||||
Other comprehensive income (loss), net of tax | (46) | (46) | (46) | ||||||||
Net loss | (66,170) | (65,603) | (65,603) | (567) | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 382,109,174 | ||||||||||
Ending balance at Sep. 30, 2020 | $ (51,072) | $ 38 | 1,494,251 | (1,547,360) | (121) | (53,192) | 2,120 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 382,243,142 | 382,243,142 | |||||||||
Beginning balance at Dec. 31, 2020 | $ (118,490) | $ 38 | 1,495,163 | (1,615,131) | 122 | (119,808) | 1,318 | ||||
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward] | |||||||||||
Issuance of common stock, net (in shares) | 10,216,978 | ||||||||||
Issuance of common stock, net | $ 136,948 | $ 1 | $ 136,947 | $ 136,948 | |||||||
Stock-based compensation expense | $ 47,001 | 47,001 | 47,001 | ||||||||
Exercise of stock options, (in shares) | 1,747,962 | 1,626,300 | |||||||||
Exercise of stock options | $ 5,110 | 5,110 | 5,110 | ||||||||
Vesting of restricted stock units (RSUs) (in shares) | 621,364 | ||||||||||
Net share settlement for RSUs vesting (in shares) | (198,089) | ||||||||||
Net share settlement for RSUs vesting | (3,584) | (3,584) | (3,584) | ||||||||
Sale of assets to an entity under common control (Note 8) | 1,435 | 1,435 | 1,435 | ||||||||
Other comprehensive income (loss), net of tax | (69) | (69) | (69) | ||||||||
Net loss | $ (258,295) | (255,531) | (255,531) | (2,764) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 394,509,695 | 394,509,695 | |||||||||
Ending balance at Sep. 30, 2021 | $ (189,944) | $ 39 | 1,682,072 | (1,870,662) | 53 | (188,498) | (1,446) | ||||
Beginning balance (in shares) at Jun. 30, 2021 | 390,347,740 | ||||||||||
Beginning balance at Jun. 30, 2021 | (158,585) | $ 39 | 1,625,018 | (1,783,033) | 37 | (157,939) | (646) | ||||
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward] | |||||||||||
Issuance of common stock, net (in shares) | 3,796,537 | ||||||||||
Issuance of common stock, net | $ 42,061 | $ 42,061 | $ 42,061 | ||||||||
Stock-based compensation expense | 13,840 | 13,840 | 13,840 | ||||||||
Exercise of stock options, (in shares) | 176,196 | ||||||||||
Exercise of stock options | 678 | 678 | 678 | ||||||||
Vesting of restricted stock units (RSUs) (in shares) | 285,280 | ||||||||||
Net share settlement for RSUs vesting (in shares) | (96,058) | ||||||||||
Net share settlement for RSUs vesting | (960) | (960) | (960) | ||||||||
Sale of assets to an entity under common control (Note 8) | 1,435 | 1,435 | 1,435 | ||||||||
Other comprehensive income (loss), net of tax | 16 | 16 | 16 | ||||||||
Net loss | $ (88,429) | (87,629) | (87,629) | (800) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 394,509,695 | 394,509,695 | |||||||||
Ending balance at Sep. 30, 2021 | $ (189,944) | $ 39 | $ 1,682,072 | $ (1,870,662) | $ 53 | $ (188,498) | $ (1,446) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' (Deficit) Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Commissions and offering costs | $ 4,373 | $ 4,373 | ||
At-the-Market | ||||
Commissions and offering costs | $ 962 | $ 4,039 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net loss | $ (258,295) | $ (155,614) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 47,001 | 1,516 |
Impairment of intangible assets | 0 | 10,660 |
Unrealized gains on equity securities | (2,383) | (490) |
Depreciation and amortization | 10,643 | 10,513 |
Non-cash interest expense, net (including amounts with related parties) | 9,126 | 5,743 |
Non-cash lease expense related to operating lease right-of-use assets | 3,500 | 3,374 |
Realized gains on sales of equity securities | (173) | 2 |
Amortization of net premiums and discounts on marketable debt securities | 261 | 425 |
Change in fair value of contingent consideration | (134) | (797) |
Deferred tax | 0 | (2,731) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 425 | (6,769) |
Other assets | (4,844) | (22) |
Accounts payable | (170) | 7,275 |
Accrued expenses and other liabilities | 624 | 11,158 |
Related parties | (4,714) | 4,727 |
Operating lease liabilities | (3,647) | (3,090) |
Net cash used in operating activities | (202,780) | (114,120) |
Investing activities: | ||
Purchases of property, plant and equipment | (23,160) | (2,368) |
Proceeds from sales of property, plant and equipment (Note 8) | 20,498 | 0 |
Purchases of marketable debt securities, available-for-sale | (2,749) | (85,651) |
Maturities of marketable debt securities, available for sale | 44,759 | 6,582 |
Proceeds from sales of marketable debt and equity securities | 13,568 | 54,080 |
Net cash provided by (used in) investing activities | 52,916 | (27,357) |
Financing activities: | ||
Proceeds from equity offering, net of issuance costs paid | 136,948 | 86,302 |
Proceeds from issuance of related-party promissory notes | 40,000 | 63,700 |
Proceeds from exercises of stock options | 5,110 | 917 |
Sale of assets to an entity under common control (Note 8) | 1,435 | 0 |
Payment for contingent consideration | (419) | 0 |
Net share settlement for RSUs vesting | (3,584) | (485) |
Net cash provided by financing activities | 179,490 | 150,434 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (17) | (73) |
Net change in cash, cash equivalents, and restricted cash | 29,609 | 8,884 |
Cash, cash equivalents, and restricted cash, beginning of period | 35,094 | 75,980 |
Cash, cash equivalents, and restricted cash, end of period | 64,703 | 84,864 |
Reconciliation of cash, cash equivalents, and restricted cash, end of period: | ||
Cash and cash equivalents | 64,524 | 84,685 |
Restricted cash (Note 3) | 179 | 179 |
Cash, cash equivalents, and restricted cash, end of period | 64,703 | 84,864 |
Supplemental disclosure of cash flow information: | ||
Interest | 1,466 | 19 |
Income taxes | 11 | 9 |
Supplemental disclosure of non-cash activities: | ||
Property and equipment purchases included in accounts payable, accrued expenses and due to related parties | 5,582 | 524 |
Right-of-use assets obtained in exchange for operating lease liabilities | 19,461 | 1,492 |
Unrealized gains (losses) on marketable debt securities | $ 16 | $ (12) |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Organization The company was established following a series of mergers and name changes, beginning with the original predecessor company, which was incorporated in Illinois on October 7, 2002 under the name ZelleRx Corporation. On January 22, 2010, the name was changed to Conkwest, Inc. In March 2014, the company formed Conkwest, Inc. (“Conkwest Delaware”), a wholly-owned subsidiary in the state of Delaware, for the purposes of changing the state of our incorporation to the state of Delaware. In March 2014, the parent company merged with and into Conkwest Delaware, with Conkwest Delaware surviving the merger. On July 10, 2015, we changed our name to NantKwest, Inc. On March 9, 2021, we completed a merger with NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) (“NantCell”), and we changed our name to ImmunityBio, Inc. Our principal executive offices are located in San Diego, California. In these notes to the unaudited condensed consolidated financial statements, the terms “ImmunityBio,” “the company,” “the combined company,” “we,” “us,” and “our” refer to ImmunityBio and subsidiaries. We established ImmunityBio to advance next-generation immunotherapies and address unmet needs within the clinical fields of oncology and infectious disease. We are developing treatments based on a proprietary immunotherapy platform that is designed to overcome limitations of the current standards of T cell-based immunotherapies, including checkpoint inhibitors and CAR-T cells. Our platform is based on four key modalities: (1) activating natural killer (“NK”), and T cells using antibody cytokine fusion proteins, (2) activating tumoricidal macrophages using low-dose synthetic immuno-modulators, (3) generating memory T cells using vaccine candidates developed with our second-generation adenovirus (“hAd5”), yeast and saRNA technologies, and (4) off-the-shelf NK cells from the NK‑92 cell line and memory-like cytokine-enriched NK cells (“M‑ceNK”) from allogenic and autologous donors. ImmunityBio’s immunotherapy pipeline includes an antibody cytokine fusion protein (an IL‑15 superagonist (N‑803) known as Anktiva™), an albumin-associated anthracycline synthetic immuno-modulator (aldoxorubicin), hAd5 and yeast vaccine technologies (targeting the novel strain of coronavirus disease (“SARS‑CoV‑2”) , tumor-associated antigens and neoepitopes), off-the-shelf genetically engineered natural killer cell lines inducing cancer and virally infected cell death through a variety of concurrent mechanisms (including innate killing, antibody-mediated killing, and CAR-directed killing), patient specific NK cell product for cancer (M-ceNK), macrophage polarizing peptides, and bi-specific fusion proteins targeting CD20, PD‑L1, TGF‑b and IL‑12 . Our immunotherapy clinical pipeline consists of 20 actively recruiting clinical trials in Phase I, II, or III development. There are 13 active clinical trials in Phase II or III development across 12 indications in solid and liquid cancers (including bladder, pancreatic and lung cancers) and infectious diseases (including SARS‑CoV‑2 and the human immunodeficiency virus (“HIV”)). We have an expansive clinical-stage pipeline and intellectual property portfolio with 16 first-in-human assets. In December 2019, the United States (“U.S.”) Food and Drug Administration (“FDA”) granted Breakthrough Therapy designation to Anktiva™ for bacillus Calmette-Guérin (“BCG”) unresponsive non-muscle invasive bladder cancer carcinoma in situ (“CIS”). Based on patient readout data that was submitted with our application to obtain our Breakthrough Therapy designation, Anktiva™ achieved its primary endpoint of complete response rate at any time in the ongoing registrational Phase II/III trial. Other indications currently with registration-potential studies include BCG unresponsive papillary bladder cancer, lung cancer, and metastatic pancreatic cancer. The Merger On December 21, 2020 , we and 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 would 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 auto matically 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, remained 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 Company Common Stock. Immediately following the Effective Time, the former stockholders of NantCell held approximately 71.5% of the outstanding shares of Company Common Stock and the stockholders of the company as of immediately prior to the Merger held approximately 28.5% o f 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 Global Chief Scientific and Medical Officer, and his affiliates beneficially owned, in the aggregate, approxim ately 81.8% of th e outstanding shares of Company Common Stock. Following the consummation of the Merger, shares of the company’s common stock were listed on the Nasdaq Global Select Market under the symbol “IBRX.” We incurred costs tota ling $23.3 million in connection with the Merger, consisting of financial advisory, legal and other professional fees, of which $13.0 million was recorded during the nine months ended September 30, 2021. Merger-related costs are reported in selling, general and administrative expense , on the condensed consolidated statements of operations. Accounting Treatment of the Merger The Merger represents a business combination pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805-50, Mergers , which is accounted for as a transaction between entities under common control as Dr. Soon-Shiong and his affiliates were the controlling stockholders of both the company and NantCell for all of the periods presented in this report. As a result, all of the assets and liabilities of NantCell were combined with ours at their historical carrying amounts on the closing date of the Merger. We have recast our prior period financial statements to reflect the conveyance of NantCell’s common shares as if the Merger had occurred as of the earliest date of the financial statements presented. All material intercompany accounts and transactions have been eliminated in consolidation. The following tables provide the impact of the change in reporting entity on our unaudited condensed consolidated statements of operations for the three months ended March 31, 2021 and the three and nine months ended September 30, 2020, respectively (in thousands): Three Months Ended (Unaudited) NantCell NantKwest Intercompany ImmunityBio, Revenue $ 183 $ — $ (44) $ 139 Operating expenses: Research and development (including amounts 21,509 19,725 (106) 41,128 Selling, general and administrative (including amounts 24,382 20,903 (10) 45,275 Loss from operations (45,708) (40,628) 72 (86,264) Other (expense) income, net (including amounts (848) 6,637 — 5,789 Income tax expense — (6) — (6) Net loss $ (46,556) $ (33,997) $ 72 $ (80,481) Three Months Ended (Unaudited) NantCell NantKwest Intercompany ImmunityBio, Revenue $ 126 $ 68 $ (43) $ 151 Operating expenses: Research and development (including amounts 18,911 17,284 (423) 35,772 Selling, general and administrative (including amounts 14,885 4,711 — 19,596 Impairment of intangible assets 10,660 — — 10,660 Loss from operations (44,330) (21,927) 380 (65,877) Other (expense) income, net (including amounts (2,146) 153 — (1,993) Income tax benefit (expense) 1,702 (2) — 1,700 Net loss $ (44,774) $ (21,776) $ 380 $ (66,170) Nine Months Ended (Unaudited) NantCell NantKwest Intercompany ImmunityBio, Revenue $ 1,819 $ 90 $ (1,157) $ 752 Operating expenses: Research and development (including amounts 52,547 44,227 (623) 96,151 Selling, general and administrative (including amounts 30,833 16,603 — 47,436 Impairment of intangible assets 10,660 — — 10,660 Loss from operations (92,221) (60,740) (534) (153,495) Other (expense) income, net (including amounts (4,251) 495 — (3,756) Income tax benefit (expense) 1,643 (6) — 1,637 Net loss $ (94,829) $ (60,251) $ (534) $ (155,614) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no material changes to our significant accounting policies from those described in the Notes to Combined Consolidated Financial Statements included in the Combined Consolidated Financial Statements of ImmunityBio, Inc. as of December 31, 2020 and December 31, 2019 (including NantCell, Inc.) filed as Exhibit 99.2 to our Current Report on Form 8‑K/A filed with the Securities and Exchange Commission (“SEC”) on April 22, 2021. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. The unaudited condensed consolidated financial statements do not include all information and notes required by U.S. GAAP for annual reports. As of September 30, 2021, the company had an accumulated deficit of $1.9 billion. We also had negative cash flows from operations of $202.8 million for the nine months ended September 30, 2021. The company 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 condensed consolidated financial statements are derived from NantKwest’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 condensed consolidated financial statements assume that the Merger took place at the beginning of the earliest period for which the condensed consolidated financial statements are presented. Accordingly, these financial statements should be read in conjunction with the audited Combined Consolidated Financial Statements and Notes thereto included in the Combined Consolidated Financial Statements of ImmunityBio, Inc. as of December 31, 2020 and December 31, 2019 (including NantCell, Inc.) filed as Exhibit 99.2 to our Current Report on Form 8‑K/A filed with the SEC on April 22, 2021. Interim operating results are not necessarily indicative of operating results for the full year. The condensed 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 of our ability to continue as a going concern. 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, together with capital to be raised through equity offerings (including but not limited to the offering, issuance and sale by us of up to a maximum aggregate offering of $500.0 million of our common stock that may be issued and sold under an “at-the-market” sales agreement with Jefferies LLC (the “ATM”)), and our potential ability to borrow from affiliated entities, will be sufficient to fund our operations through at least the next 12 months following the issuance date of the financial statements based primarily upon our Executive Chairman and Global Chief Scientific and Medical Officer’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 public offerings, or in separate financings, or obtain a credit facility. However, we may not be able to secure such financing in a timely manner or on favorable terms. Without additional funds, we may choose to delay or reduce our operating or investment expenditures. Further, because of the risk and uncertainties associated with the commercialization of our product candidates in development, we may need additional funds to meet our needs sooner than planned. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the company and its subsidiaries. All intercompany amounts have been eliminated. For consolidated entities where we have less than 100% of ownership, we record net loss attributable to noncontrolling interest on the condensed consolidated statements of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties. We apply the variable interest model under ASC Topic 810, Consolidation , to any entity in which we hold an equity investment or to which we have the power to direct the entity’s most significant economic activities and the ability to participate in the entity’s economics. If the entity is within the scope of the variable interest model and meets the definition of a variable interest entity (“VIE”), we consider whether we must consolidate the VIE or provide additional disclosures regarding our involvement with the VIE. If we determine that we are the primary beneficiary of the VIE, we will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. 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 common stock of an entity under which we are able to exercise significant influence, but not control, are accounted for using the equity method. Our ability to exercise significant influence is generally indicated by ownership of 20% to 50% interest in the voting securities of the entity. 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 interest and investment income, net , on the condensed consolidated statements of operations. In the instance the equity investment does not have a readily determinable fair value and does not qualify for the practical expedient to estimate fair value in accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”), we will apply the measurement alternative under ASC Topic 321, Investments—Equity Securities (“ASC 321”), pursuant to which we will measure the investment at its cost, less impairment, adjusted for observable price changes in an orderly market for an identical or similar investment of the same issuer. Prior to March 31, 2021, we owned non-marketable equity securities that were accounted for using the measurement alternative under ASC 321 because the preferred stock held by us was not considered in-substance common stock and such preferred stock did not have a readily determinable fair value. All investments are reviewed for possible impairment on a regular basis. If an investment’s fair value is determined to be less than its net carrying value, the investment is written down to its fair value. Such an evaluation is judgmental and dependent on specific facts and circumstances. Factors considered in determining whether an impairment indicator is present include: the investees’ earnings performance and clinical trial performance, change in the investees’ industry and geographic area in which it operates, offers to purchase or sell the security for a price less than the cost of the investment, issues that raise concerns about the investee’s ability to continue as a going concern, and any other information that we may be aware of related to the investment. Factors considered in determining whether an observable price change has occurred include: the price at which the investee issues equity instruments similar to those of our investment and the rights and preferences of those equity instruments compared to ours. Use of Estimates The preparation of condensed 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 condensed 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, contingent value right measurement and assessments, the measurement of right-of-use assets and lease liabilities, useful lives of long-lived assets, loss contingencies, fair value measurements, and the assessment of our ability to fund our operations for at least the next 12 months from the date of issuance of these financial statements. We base our estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that the ongoing coronavirus pandemic could have on our significant accounting estimates. Actual results could differ from those estimates. Risks and Uncertainties In March 2020, the World Health Organization declared SARS‑CoV‑2 a pandemic. To date, our operations have not been significantly disadvantaged by the pandemic. However, we cannot at this time predict the specific extent, duration, or full impact that this pandemic may have on our financial condition and results of operations, including ongoing and planned clinical trials. More specifically, the pandemic may result in prolonged impacts that we cannot predict at this time and we expect that such uncertainties will continue to exist for the foreseeable future. The impact of the pandemic on our financial performance will depend on future developments, including the duration and spread of the outbreak, impact of potential variants and the related governmental advisories and restrictions. These developments and the impact of the ongoing pandemic on the financial markets and the overall economy are highly uncertain. If the financial markets and/or the overall economy are impacted for an extended period, our results may be adversely affected. 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 a convertible note receivable. 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. Common Control Transactions Transactions between us and entities where Dr. Soon-Shiong and his affiliates are the controlling stockholders are accounted for as common control transactions whereby the net assets acquired or transferred are accounted at their carrying value. Any difference between the carrying value and consideration recognized is treated as a capital transaction. Cash consideration up to the carrying value of the net assets acquired or transferred is presented as an investing activity in our condensed consolidated statement of cash flows. Cash consideration in excess of the carrying value of the net assets acquired or transferred is presented as a financing activity in our condensed consolidated statement of cash flows. Sale-leaseback Transaction A sale-leaseback transaction occurs when an entity sells an asset it owns and immediately leases the asset back from the buyer. The seller then becomes the lessee and the buyer becomes the lessor. When entering into a sale-leaseback transaction as a seller-lessee, the requirements in ASC Topic 606, Revenue from Contracts with Customers , and all related accounting standards updates to such Topic are applied in determining whether the transfer of an asset shall be accounted for as a sale of the asset by assessing whether it satisfies a performance obligation under the contract by transferring control of an asset. If the company transfers control of an asset to the buyer-lessor, the transfer is accounted for as a sale and the company derecognizes the transferred asset. The subsequent leaseback of the asset is accounted for in accordance with ASC Topic 842, Leases , in the same manner as any third-party lease. If the company does not transfer control of an asset to the buyer-lessor, the sale-leaseback transaction is accounted for as a financing arrangement. In September 2021, we entered into a sale transaction with Nant Capital, LLC (“Nant Capital”), a related party, for a building located at 557 South Douglas Street, El Segundo, California. We subsequently leased back the building for an initial seven-year lease term with an option to extend the lease for two additional seven-year periods. There is no purchase option at the end of the lease term. Since we transferred the legal title and all benefits and risks incidental to the ownership of the property to Nant Capital, we accounted for the transfer as a sale. We have classified the leaseback of the building as an operating lease and accordingly, a right-of-use asset and an operating lease liability were established on the lease commencement date that will be amortized through the end of the lease term. See Note 8 , Related-Party Agreements , for further information. Stock-Based Compensation We account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). We measure the fair value of an equity-classified award at the grant date and recognize the stock-based compensation expense over the period of vesting on the straight-line basis 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 using the graded vesting method 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. 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 September 30, 2021 2020 (Unaudited) Outstanding stock options 4,194,268 5,221,543 Outstanding RSUs 7,076,402 480,292 Outstanding related-party warrants 1,638,000 1,638,000 Total 12,908,670 7,339,835 Amounts in the table above reflect the common stock equivalents of the noted instruments, including awards issued under the NantKwest 2015 Equity Incentive Plan (the “2015 Plan”), the NantKwest 2014 Equity Incentive Plan (the “2014 Plan”), and awards issued under the NantCell, Inc. 2015 Stock Incentive Plan (the “NC 2015 Plan”) that, in the case of September 30, 2021, were outstanding immediately prior to the Effective Time of the Merger and in the case of September 30, 2020 have been adjusted to include the combined NC 2015 Plan and NantCell warrants then outstanding (in both cases adjusted using the Exchange Ratio of 0.8190 ). See Note 10 , Stock-Based Compensation , for further information. Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016‑13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The FASB subsequently issued amendments to ASU 2016‑13, which have the same effective date and transition dates as described below. The new guidance supersedes existing U.S. GAAP for measuring and recording of credit losses on financial assets measured at amortized cost by replacing the incurred-loss model with an expected-loss model. Accordingly, these financial assets will be presented at the net amount expected to be collected. This new standard also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. For public business entities that meet the definition of an SEC filer, except entities that are eligible to be a smaller reporting company as defined by the SEC, the standard is effective for annual periods beginning after December 15, 2019, and interim periods therein. For all other entities, including us, the standard is effective for annual periods beginning after December 15, 2022, and interim periods therein. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018. With certain exceptions, adjustments are to be applied using a modified-retrospective approach by reflecting adjustments through a cumulative-effect impact on retained earnings as of the beginning of the fiscal year of adoption. We continue to evaluate the impact that this new standard and its related amendments will have on our consolidated financial statements. 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 September 30, 2021 did not, or are not expected to, have a material effect on our consolidated financial statements. |
Financial Statement Details
Financial Statement Details | 9 Months Ended |
Sep. 30, 2021 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | Financial Statement Details Prepaid expenses and other current assets As of September 30, 2021 and December 31, 2020, prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, (Unaudited) Insurance premium financing asset $ 4,137 $ 1,421 Prepaid services 2,373 1,294 Prepaid insurance 2,208 1,365 Prepaid license fees 1,377 801 Prepaid preclinical and clinical trial services – with related party ( Note 8 ) 1,035 4,626 Prepaid rent 672 589 Prepaid property taxes 373 — Prepaid equipment maintenance 229 243 Insurance claims receivable 92 2,518 Interest receivable – marketable debt securities 25 473 Prepaid supplies – with related party ( Note 8) — 143 Equipment deposits — 66 Other 255 110 Prepaid expenses and other current assets $ 12,776 $ 13,649 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 September 30, 2021 and December 31, 2020 were the result of the recovery of legal costs, which had been previously charged in prior periods to s elling, general and administrative expense, on the condensed consolidated statements of operations. Property, plant and equipment, net As of September 30, 2021 and December 31, 2020, property, plant and equipment, net, consist of the following (in thousands): September 30, December 31, (Unaudited) Leasehold improvements $ 62,484 $ 52,251 Equipment 47,523 34,738 Construction in progress 6,730 1,333 Software 1,600 2,376 Furniture & fixtures 1,052 1,015 Building — 22,690 Gross property, plant and equipment 119,389 114,403 Less: Accumulated depreciation and amortization 49,511 41,862 Property, plant and equipment, net $ 69,878 $ 72,541 In September 2021, we entered into a sale transaction with Nant Capital, a related party, for a building located at 557 South Douglas Street, El Segundo, California. We subsequently leased back the building for an initial seven-year lease term with an option to extend the lease for two additional seven-year periods. The net proceeds from the transaction totaled $21.9 million and the net carrying value of the building was $20.5 million at the time of the transaction. We accounted for the transfer as a sale of an asset to an entity under common control, recorded the transfer at book value and recognized the excess of net consideration over carrying book value of $1.4 million as a capital contribution received from Nant Capital. See Note 8 , Related-Party Agreements , for further information. Depreciation and amortization expense related to property, plant and equipment totaled $10.6 million and $10.5 million for the nine months ended September 30, 2021 and 2020, respectively. Other assets As of September 30, 2021 and December 31, 2020, other assets consist of the following (in thousands): September 30, December 31, (Unaudited) Prepaid insurance $ 3,042 $ — Prepaid preclinical and clinical trial services – with related party ( Note 8 ) 1,549 92 Value-added tax (VAT) receivable 914 864 ERP system implementation costs 729 — Security deposits 483 634 Restricted cash 179 179 Prepaid software license fees 132 455 Due from related party 55 51 Other 359 323 Other assets $ 7,442 $ 2,598 Prepaid insurance consists of policies required by and associated with the Merger. 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 September 30, 2021 and December 31, 2020, accrued expenses and other liabilities consist of the following (in thousands): September 30, December 31, (Unaudited) Accrued dissenting shares ( Note 7 ) $ 7,029 $ 6,769 Accrued bonus 5,560 5,288 Accrued preclinical and clinical trial costs 5,426 4,339 Accrued professional and service fees 4,785 7,668 Financing obligation – current portion 4,137 1,421 Accrued compensation 3,990 3,891 Accrued research and development costs 3,871 4,002 Accrued capital expenditures 1,585 337 Accrued laboratory equipment, supplies and related services 801 641 Accrued contingent consideration 397 856 Accrued franchise, sales, use and property taxes 199 103 Deferred revenue 145 270 Other 594 1,186 Accrued expenses and other liabilities $ 38,519 $ 36,771 Interest and investment (loss) income, net Interest and investment (loss) income, net consists of the following (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) Unrealized (losses) gains from equity securities $ (6,008) $ (4) $ 2,383 $ 490 Interest income 101 536 552 1,199 Investment amortization expense, net (34) (381) (282) (474) Realized (losses) gains on investments — (2) 173 (2) Interest and investment (loss) income, net $ (5,941) $ 149 $ 2,826 $ 1,213 Interest income includes interest from marketable securities, convertible notes receivable, other assets, and interest from bank deposits. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Financial Instruments Investments in Marketable Debt Securities As of September 30, 2021, the weighted-average remaining contractual life, amortized cost, gross unrealized gains, gross unrealized losses and fair value of marketable debt securities, which were considered as available-for-sale, by type of security were as follows (in thousands): September 30, 2021 (Unaudited) Weighted- Amortized Gross Gross Fair Current: Corporate debt securities 0.1 $ 1,805 $ — $ (1) $ 1,804 Foreign bonds 0.5 344 — (18) 326 Mutual funds 35 3 — 38 Current portion 2,184 3 (19) 2,168 Noncurrent: Foreign bonds 5.1 747 55 — 802 Noncurrent portion 747 55 — 802 Total $ 2,931 $ 58 $ (19) $ 2,970 As of December 31, 2020, the amortized cost, gross unrealized gains, gross unrealized losses and fair value of marketable debt securities, which were considered as available-for-sale, by type of security were as follows (in thousands): December 31, 2020 Amortized Gross Gross Fair Current: Corporate debt securities $ 54,789 $ 2 $ (19) $ 54,772 Mutual funds 35 2 — 37 Current portion 54,824 4 (19) 54,809 Noncurrent: Foreign bonds 861 89 — 950 Noncurrent portion 861 89 — 950 Total $ 55,685 $ 93 $ (19) $ 55,759 Accumulated unrealized losses on marketable debt securities that have been in a continuous loss position for less than 12 months and more than 12 months as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, 2021 Less than 12 months More than 12 months Estimated Gross Estimated Gross Corporate debt securities $ 1,804 $ (1) $ — $ — Foreign bonds 207 (1) — — Total $ 2,011 $ (2) $ — $ — December 31, 2020 Less than 12 months More than 12 months Estimated Gross Estimated Gross Corporate debt securities $ 42,762 $ (19) $ — $ — Total $ 42,762 $ (19) $ — $ — We evaluated our securities for other-than-temporary impairment, and we did not recognize any other-than-temporary impairment losses for the nine months ended September 30, 2021 and 2020. Realized gains and losses on sales of available-for-sale marketable debt securities were not significant for the nine months ended September 30, 2021 and 2020. Marketable Equity Securities We held investments in marketable equity securities with readily determinable fair values of $13.7 million and $6.3 million as of September 30, 2021 and December 31, 2020, respectively. Unrealized gains recorded on these securities totaled $2.4 million and $0.5 million in interest and investment (loss) income, net , on the condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020, respectively. We recorded a realized gain totaling $0.2 million from sales of marketable equity securities in interest and investment (loss) income, net |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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. 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 basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. 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, money market funds, and marketable equity securities. • 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. We utilize a third-party pricing service to assist in obtaining fair value pricing for our investments in marketable debt 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. Recurring Valuations Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of September 30, 2021 and December 31, 2020 (in thousands): Fair Value Measurements at September 30, 2021 (Unaudited) Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 64,524 (1) $ 62,710 $ 1,814 $ — Equity securities 13,680 (2) 13,680 — — Corporate debt securities 1,804 — 1,804 — Foreign bonds 326 326 — — Mutual funds 38 38 — — Noncurrent: Foreign bonds 802 802 — — Total assets measured at fair value $ 81,174 $ 77,556 $ 3,618 $ — Liabilities: Contingent consideration $ (419) (3) $ — $ — $ (419) Fair Value Measurements at December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 34,915 $ 34,915 $ — $ — Corporate debt securities 54,772 — 54,772 — Equity securities 6,337 6,337 — — Mutual funds 37 37 — — Noncurrent: Foreign bonds 950 950 — — Total assets measured at fair value $ 97,011 $ 42,239 $ 54,772 $ — Liabilities: Contingent consideration $ (972) (3) $ — $ — $ (972) (1) Includes money market funds of $23.7 million and corporate debt securities of $1.8 million with original maturities of less than 90 days. (2) Our equity securities include a $12.5 million investment in Viracta Therapeutics, Inc. (“Viracta”), a clinical stage drug development company with whom we have an exclusive worldwide license to develop and commercialize one of their proprietary drug candidates. In February 2021, Viracta merged with Sunesis Pharmaceuticals, Inc. (“Sunesis”), a public company. In connection with this transaction, our preferred stock investment in Viracta was converted into 1,562,604 shares of Viracta common stock effective February 25, 2021. Prior to the acquisition by Sunesis, we accounted for our investment in Viracta by applying the measurement alternative under ASC 321. As of December 31, 2020, the carrying value of our investment in Viracta, which was reflected in non-marketable equity investment , on the condensed consolidated balance sheets, was $7.8 million. (3) Contingent consideration is recorded at estimated fair value and revalued each reporting period until the related contingency is resolved. The fair value measurement is based on inputs that are unobservable and significant to the overall fair value measurement (i.e., a Level 3 measurement within the fair value hierarchy) and are reviewed periodically by management. See Note 7 , Commitments and Contingencies, for further information. Changes in the carrying amount of contingent consideration were as follows (in thousands): Nine Months Ended 2021 2020 (Unaudited) Fair value, beginning of period $ (972) $ (1,725) Consideration paid 419 — Net decrease in fair value 134 797 Fair value, end of period $ (419) $ (928) Non-recurring Valuations Non-financial assets and liabilities are recognized at fair value subsequent to initial recognition when they are deemed to be other-than-temporarily impaired. There were no material non-financial assets and liabilities deemed to be other-than-temporarily impaired and measured at fair value on a non-recurring basis for the nine months ended September 30, 2021 and 2020. |
Collaboration and License Agree
Collaboration and License Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Research and Development [Abstract] | |
Collaboration and License Agreements | Collaboration and License Agreements Collaboration Agreements National Cancer Institute 2015 NCI CRADA In May 2015, Etubics Corporation (“Etubics”) entered into a Cooperative Research and Development Agreement (“CRADA”) with the U.S. Department of Health and Human Services (“HHS”) as represented by the National Cancer Institute (“NCI”) of the National Institutes of Health (“NIH”) 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, our subsidiary NantCell 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, the 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 were required to make annual payments of $0.6 million to the NCI for support of research activities. We made payments of $0.6 million in each of the nine months ended September 30, 2021 and 2020, respectively, and recorded $0.5 million in research and development expense , on the condensed consolidated statements of operations for the nine months ended September 30, 2021 and 2020. In November 2021, NantCell entered into a third amendment to the CRADA, which was effective as of March 16, 2021. The principal changes effected by the third amendment are the following: (i) assignment of the CRADA from NantCell to ImmunityBio; (ii) modification of the research plan; (iii) extension of the CRADA term through May 2026; and (iv) an increase in funding for a total of $1.3 million per year, payable in semi-annual installments from 2022 through 2025. Pursuant to the updated CRADA research plan, NCI and ImmunityBio will collaborate on the preclinical and clinical development of ImmunityBio’s proprietary adenovirus platform expressing tumor-associated antigens; proprietary yeast platform expressing tumor-associated antigens; proprietary agent N-803 ( Anktiva™) and derivatives, agent N-808 and derivatives, and/or TxM product candidates; proprietary recombinant NK cells and monoclonal antibodies (“mAbs”); proprietary RNA vaccines and adjuvants; and other proprietary agents owned or controlled by ImmunityBio as contemplated in the research plan, for cancer immunotherapy. In accordance with the terms of the amended CRADA, the company is required to make an additional $0.7 million payment within 30 days of the execution date in addition to a $0.6 million payment to the NCI for support of research activities during 2021. We recorded an additional $0.4 million for the third amendment in research and development expense , on the condensed consolidated statement of operations for the nine months ended September 30, 2021. 2018 NCI CRADA In February 2018, we entered into an amendment to a CRADA with the NCI that was originally executed between the NCI and Amgen, Inc. (“Amgen”) in May 2012 and subsequently assigned by Amgen to us effective as of December 17, 2015. The research goal of this CRADA, as amended, is for the non-clinical and clinical development of ganitumab, our licensed monoclonal antibody targeting insulin-like growth factor one receptor, to evaluate its safety and efficacy in patients with hematological malignancies and solid tumors. The CRADA has a five-year term commencing on February 20, 2018 and expiring on February 20, 2023. During the term of the agreement, we are required to make minimum annual payments of $0.2 million to the NCI for support of research activities and additional payments for the clinical trials based on the scope and phase of the clinical trials. Unpaid research and development expense was estimated at $0.5 million and $0.6 million as of September 30, 2021 and December 31, 2020, respectively. National Institute of Deafness and Communication Disorders 2021 NIDCD CRADA In February 2021, we entered into a CRADA with HHS as represented by the National Institute of Deafness and Communication Disorders (“NIDCD”) of the NIH to conduct collaborative analysis of human clinical trial samples from clinical trials utilizing our proprietary recombinant NK cells and/or mAbs for preclinical development in monotherapy and in combination immunotherapies. The CRADA has a two-year term commencing on February 22, 2021 and expiring on February 22, 2023. During the term of the agreement, we are required to provide $0.1 million per year to the NIDCD for support of the research activities. We made a payment of $0.1 million during the nine months ended September 30, 2021. Under any of the CRADAs, any party may unilaterally terminate the agreement by providing timely advance written notice to the other party 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 commercialization license to any inventions discovered in the performance of any of the CRADAs. The parties jointly own any inventions and materials that are jointly produced by employees of both parties in the course of performing activities under the CRADAs. License Agreements Infectious Disease Research Institute In May 2021, we entered into two license agreements with the Infectious Disease Research Institute (“IDRI”) pursuant to which we received a license to certain patents and know-how relating to IDRI’s (i) adjuvant formulations for the treatment, prevention and/or diagnosis of SARS-CoV-2 (the “IDRI Adjuvant Formulation License Agreement”) and (ii) RNA vaccine platform as further described below (the “IDRI RNA License Agreement”). Under both agreements, we were obligated to pay one-time, non-creditable, non-refundable upfront cash payments totaling $2.0 million. In addition, under the IDRI Adjuvant Formulation License Agreement we owe IDRI milestone payments to a total of up to $2.5 million based on the achievement of certain development and regulatory milestones for the first licensed product and royalties on annual net sales of licensed products on a country-by-country and product-by-product basis of a low-single digit percentage, subject to certain royalty-reduction provisions. Under these agreements, we made a $2.0 million upfront payment and recognized $2.0 million in research and development expense , on the condensed consolidated statement of operations, and no milestone fees were incurred for the nine months ended September 30, 2021. In September 2021, we amended and restated the IDRI RNA License Agreement, pursuant to which IDRI granted us an exclusive, worldwide, sublicensable license to IDRI’s rights to an RNA vaccine platform for the development and commercialization of certain therapeutic, diagnostic or prophylactic products for the prevention, treatment or diagnosis of any indication, other than those subject to pre-existing third-party license grants, including, without limitation, SARS-CoV-2. Pursuant to the terms of the amended and restated IDRI RNA License Agreement, we are required to make an additional one-time, non-creditable, non-refundable, upfront payment to IDRI of $1.5 million. The company is also required to pay license maintenance fees to IDRI as follows: $3.0 million in 2022 and $5.5 million annually from 2023 through 2030. The company may terminate the restated agreement without cause by paying IDRI a $10.0 million one-time early termination fee. In addition, the milestone payments to IDRI based on the achievement of certain development and regulatory milestones for the first licensed product were amended to a total of up to $4.0 million. We are required to pay royalties on annual net sales of licensed products on a country-by-country and product-by-product basis of a low to mid-single digit percentage. We accrued $1.5 million in research and development expense , on the condensed consolidated statements of operations for the three months ended September 30, 2021. In connection with the license agreements, in May 2021 we also entered into a Sponsored Research Agreement (“SRA”) with IDRI pursuant to which we will fund continued research of at least $2.0 million per year, payable in four equal quarterly installments each year until May 2024, or such year of earlier termination. For the three and nine months ended September 30, 2021, we recorded $0.2 million and $0.7 million, respectively, in research and development expense , on the condensed consolidated statements of operations related to the SRA. 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 and successor vaccine candidates. In return, we are required to pay mid-to-high single-digit percentage royalties on net sales of the resulting licensed products. Concurrently we entered into a non-exclusive license agreement with iosBio, which grants iosBio and its affiliates a non-exclusive, worldwide license for the intellectual property and technology relating to our adenovirus constructs for the prevention and treatment of shingles and other infectious disease targets to be mutually agreed by the parties in good faith. As of September 30, 2021 and December 31, 2020, we accrued $0.2 million and $0.5 million payable, respectively, to iosBio for costs of supplies and reimbursable costs related to the clinical trial activities initiated by iosBio. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingent Consideration Related to Business Combinations VivaBioCell, S.p.A. On April 10, 2015, NantWorks, LLC (“NantWorks”), a related party, acquired a 100% interest in VivaBioCell, S.p.A. (“VivaBioCell”) through its wholly-owned subsidiary, VBC Holdings, LLC, (“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 technology. A clinical milestone totaling $0.8 million was earned by the former owners of VivaBioCell in connection with the acquisition, of which $0.4 million was paid during the three months ended September 30, 2021. The remaining $0.4 million was accrued as of September 30, 2021. Altor BioScience Corporation In connection with our July 2017 acquisition of Altor BioScience Corporation (“Altor”), we issued contingent value rights (“CVRs”) under which we agreed to pay the prior stockholders of Altor approximately $304.0 million upon successful approval of the Biologics License Application (“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 amounts 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 the company’s common stock in satisfaction of their CVRs. As the transaction was recorded as an asset acquisition, future CVR payments will be recorded when the corresponding events are probable of achievement or the consideration becomes payable. Litigation From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. We are aware of complaints that have been filed regarding the Merger, but we have not been served with any of such complaints. If we are served with any such complaints, we will assess at that time any contingencies for which we may need to reserve. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Altor BioScience, LLC Litigation In 2017, NantCell announced it had entered into a definitive merger agreement to acquire Altor BioScience Corporation. An action captioned Gray v. Soon-Shiong, et al. was filed in Delaware Chancery Court by plaintiffs Clayland Boyden Gray (“Gray”) and Adam R. Waldman. The plaintiffs, two minority stockholders, asserted claims against the company and other defendants for (1) breach of fiduciary duty and (2) aiding and abetting breach of fiduciary duty and filed a motion to enjoin the merger. The court denied the motion and permitted the merger to close. Subsequent to the close of the merger, in 2017 the plaintiffs (joined by two additional minority stockholders, Barbara Sturm Waldman and Douglas E. Henderson (“Henderson”)) filed a second amended complaint, asserting claims for (1) appraisal; (2) quasi-appraisal; (3) breach of fiduciary duty; and (4) aiding and abetting breach of fiduciary duty. The defendants moved to dismiss the second amended complaint, raising grounds that included a “standstill” agreement under which defendants maintained that Gray and Adam R. Waldman and Barbara Strum Waldman (the “Waldmans”) agreed not to bring the lawsuit. In a second action, Dyad Pharmaceutical Corporation, or Dyad, filed a petition in Delaware Chancery Court for appraisal in connection with the merger. Respondent moved to dismiss the appraisal petition in 2018, arguing in part that the petition was barred by the same “standstill” agreement. In 2018, the court heard oral arguments on the motions to dismiss in both consolidated cases and converted the motions to dismiss into motions for summary judgment with regard to the “standstill” agreement argument, or the Converted Motions. The court issued an oral ruling in 2019 that dismissed certain claims and 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. In 2019, the court issued a written order implementing its ruling on the Converted Motions (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. Gray and the Waldmans filed answers denying the counterclaims and asserting defenses. The plaintiffs moved for leave to file a third amended complaint to add two former Altor stockholders as plaintiffs and a fiduciary duty claim on behalf of a purported class of former Altor stockholders, which the defendants opposed. In 2020, the court granted the plaintiffs’ motion, and the plaintiffs filed a third amended complaint. In 2020, the defendants answered the third amended complaint and asserted counter claims against the plaintiffs. The defendants are seeking damages for attorneys’ fees and costs incurred as a result of these breaches. The plaintiffs filed an answer denying the counterclaims and asserting defenses. The trial has been set to commence on August 8, 2022. 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 or 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 September 30, 2021 and December 31, 2020, we had accrued $7.0 million and $6.8 million related to these obligations, respectively. The accrued amount represents the estimated low-end of the range of currently estimated payout amounts in accordance with ASC Topic 450, Contingencies , after considering the reasonable outcomes for settling the dissenting stockholder dispute along with any accrued statutory interest. We cannot reasonably estimate a range of loss or likelihood of loss beyond the amounts recorded for dissenting shares as of September 30, 2021, as the dissenting stockholders have not yet provided a quantified value of their claim and, therefore, an upper end of the range of loss cannot be determined. Discovery is ongoing, and class certification motions relating to the putative class have not yet been filed or decided. We reassess the reasonableness of the recorded amount at each reporting period. We believe the claims lack merit and intend to continue defending the case vigorously. Sorrento Therapeutics, Inc. Litigation Sorrento Therapeutics, Inc. (“Sorrento”), derivatively on behalf of NANTibody, LLC (“NANTibody”), filed an action in the Superior Court of California, Los Angeles County (the “Superior Court”) against the company, Dr. Soon-Shiong and Charles Kim. The action alleged that the defendants improperly caused NANTibody to acquire IgDraSol, Inc. from our affiliate NantPharma, LLC (“NantPharma”) and sought to have the transaction undone and the purchase amount returned to NANTibody. In 2019, we filed a demurrer to several causes of action alleged in the Superior Court action, and Sorrento filed an amended complaint, eliminating Mr. Kim as a defendant and dropping the causes of action we had challenged in our demurrer. Sorrento filed a related arbitration proceeding, the Cynviloq arbitration, against Dr. Soon-Shiong and NantPharma; the company is not named in the Cynviloq arbitration. In 2020, the Superior Court 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, and at Sorrento’s request, the arbitrator entered an order dismissing Sorrento’s claims against Dr. Soon-Shiong in the Cynviloq arbitration. The hearing in the Cynviloq arbitration commenced in June 2021, and continued with breaks until early October 2021. There may or may not be additional hearing days, depending on the outcome of a pending motion. Also in 2019, the company 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. Our claims 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. The Superior Court ruled that the company’s claims should be pursued in arbitration and that Dr. Soon-Shiong’s claims could be pursued in Superior Court. In 2019, the company, along with NANTibody, filed an arbitration against Sorrento and Dr. Ji asserting our claims relating to the exclusive license agreement. In 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. As required pursuant to the exclusive license agreements, both parties must engage in good-faith negotiations before attempting to invoke any termination provision contained in the agreement. Notwithstanding such negotiations, Sorrento sent a letter 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 contractual cure period provided under the agreements. Sorrento filed counterclaims against the company and NANTibody in the arbitration and requested leave to file a dispositive motion. The hearings in the antibody arbitration commenced in April 2021 and concluded in early August 2021. Post-hearing briefing has concluded and final arguments remain to be scheduled. We intend to prosecute our claims, and to defend the claims asserted against us, vigorously. An estimate of the possible loss or range of loss cannot be made at this time. Shenzhen Beike Biotechnology Corporation Litigation In 2020, we received a Request for Arbitration before the International Chamber of Commerce, International Court of Arbitration, served by Shenzhen Beike Biotechnology Corporation (“Beike”). The arbitration relates to a license, development, and commercialization agreement that Altor Bioscience Corporation (succeeded by our wholly-owned subsidiary Altor BioScience, LLC) entered into with Beike in 2014, which agreement was amended and restated in 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 January 17, 2022 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. Fox Chase Litigation On July 21, 2020, ImmunityBio filed a declaratory judgment lawsuit in the Superior Court for San Diego County, California, naming Fox Chase Cancer Center Foundation and Institute for Cancer Research as the defendants (hereafter collectively “Fox Chase”). This litigation relates to the license with Fox Chase and includes various intellectual property rights (the “2004 License”). Our initial court filing requested the Court to find that we have not breached material obligations under the 2004 License and that Fox Chase has not and cannot terminate the 2004 License. Fox Chase filed a Cross-Complaint raising a patent inventorship challenge and moved the case to federal court. On June 4, 2021, the federal court separated the parties’ claims, and returned ImmunityBio’s declaratory judgment claims back to the San Diego County court but retained the patent inventorship challenge. While the litigation is in the early stage, its outcome cannot be predicted. We do not consider the 2004 License or the patent inventorship challenge to be material to our business. Litigation Related to the Merger with ImmunityBio, Inc. In connection with the Merger with NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company), a Delaware corporation, via a wholly-owned subsidiary of NantKwest (the “Merger Sub”), seven complaints have been filed as individual actions in United States District Courts. Three complaints have been filed in the United States District Court for the District of Delaware against NantKwest and its directors and are captioned Hargett v. NantKwest, Inc., et al. , 1:21‑cv‑00197 (filed February 11, 2021) (the “Hargett Complaint”), Franchi v. NantKwest, Inc., et al. , 1:21‑cv‑00218 (filed February 16, 2021) (the “Franchi Complaint”), and Gross v. NantKwest, Inc., et al. , 1:21‑cv‑00223 (filed February 17, 2021) (the “Gross Complaint”). One complaint has been filed in the United States District Court for the Southern District of New York and is captioned Leaman v. NantKwest, Inc., et al. , 1:21‑cv‑01351 (filed February 16, 2021) (the “Leaman Complaint”). Two complaints have been filed in the United States District Court for the Southern District of California and are captioned Weiss v. NantKwest, Inc., et al. , 3:21‑cv‑00280 (filed February 16, 2021) (the “Weiss Complaint”) and Carlisle v. NantKwest, Inc., et al. , 3:21‑cv‑00304 (filed February 19, 2021) (the “Carlisle Complaint”). One complaint has been filed in the United States District Court for the Eastern District of New York and was captioned Shenk v. NantKwest, Inc., et al. , 1:21‑cv‑00871 (filed February 18, 2021) (the “Shenk Complaint,” and collectively with the Hargett Complaint, the Franchi Complaint, the Gross Complaint, the Leaman Complaint, the Weiss Complaint, and the Carlisle Complaint, the “Merger Actions”). The Shenk Complaint was voluntarily dismissed on March 10, 2021. The Franchi Complaint was voluntarily dismissed on May 6, 2021. The Leaman Complaint was voluntarily dismissed on May 7, 2021. The Hargett Complaint and the Gross Complaint were both voluntarily dismissed on May 18, 2021. The Hargett Complaint and the Gross Complaint also brought claims against ImmunityBio, and Merger Sub. The Merger Actions generally allege that the Definitive Proxy Statement filed with the SEC on February 2, 2021 misrepresents and/or omits certain purportedly material information relating to financial projections, analysis performed by the financial advisor to NantKwest’s Special Committee, alleged past engagements of the Special Committee’s financial advisor and industry consultant, and the terms of the engagement of such consultant. The Merger Actions assert violations of Sections 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a-9 promulgated thereunder against all defendants and violations of Section 20(a) of the Exchange Act against NantKwest’s directors. The Merger Actions seek, among other things, an injunction enjoining the stockholder vote on the Merger and the consummation of the Merger unless and until certain additional information is disclosed to NantKwest’s stockholders, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees, and other relief the Court may deem just and proper. Neither the stockholder vote on the Merger nor the Merger were enjoined and occurred on March 8 and March 9, 2021, respectively. The company cannot predict the outcome of the Merger Actions. The company believes the Merger Actions are without merit and the company and the individual defendants intend to vigorously defend against the Merger Actions and any subsequently filed similar actions. If additional similar complaints are filed, absent new or significantly different allegations, the company will not necessarily disclose such additional filings. Lease Arrangements Substantially all of our operating lease right-of-use assets and operating lease liabilities relate to facilities leases. We have leases in multiple facilities across the U.S. and Italy, including El Segundo, California (general corporate and administrative activities, research and development and regulatory from related parties); San Diego, California (research facility and office space); Culver City, California (research and manufacturing space from a related party); Torrance, California (a research facility from a related party); Miramar, Florida (clinical development); Seattle, Washington (research and development); Louisville, Colorado (research and development and manufacturing); Woburn, Massachusetts (research facility); and Udine and Tavangnacco, Italy (GMP-in-a-Box, research facility and office space). See Note 8 , Related-Party Agreements , for further information. Our leases generally have initial terms ranging from two one Information regarding our leases is as follows: September 30, December 31, (Unaudited) Weighted average remaining lease term 7.7 years 3.9 years Weighted average discount rate 9 % 9 % The components of lease expense consist of the following (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) Operating lease costs $ 1,546 $ 863 $ 5,410 $ 4,269 Variable lease costs 856 909 2,039 2,483 Total lease costs $ 2,402 $ 1,772 $ 7,449 $ 6,752 Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands): Nine Months Ended 2021 2020 (Unaudited) Cash paid for operating leases (excluding variable lease costs) $ 5,878 $ 4,222 Future minimum lease payments as of September 30, 2021, including $21.9 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. Years ending December 31: Operating Leases 2021 (excluding the nine months ended September 30, 2021) $ 2,162 2022 8,952 2023 7,462 2024 6,892 2025 6,550 Thereafter 28,144 Total future minimum lease payments 60,162 Less: Interest 19,507 Less: Tenant improvement allowance receivable 2,941 Present value of operating lease liabilities $ 37,714 In February 2021, but effective on January 1, 2021, we entered into a lease agreement with 605 Nash, LLC, a related party, for a facility primarily used for pharmaceutical development and manufacturing purposes. In May 2021, but effective on April 1, 2021, we entered into an amendment to our lease agreement with 605 Nash, LLC. See Note 8 , Related-Party Agreements , for further information. In September 2021, we entered into a sale transaction with Nant Capital, a related party, for a building located at 557 South Douglas Street, El Segundo, California. We subsequently leased back the building for an initial seven-year lease term with an option to extend the lease for two additional seven-year periods. See Note 8 , Related-Party Agreements , for further information. In September 2021, we entered into a lease agreement with 420 Nash, LLC, a related party, for a property primarily used for the warehousing and storage of drug manufacturing supplies, products and equipment and ancillary office space. Future minimum lease payments totaling $5.2 million were not reflected in the operating lease table shown above since the lease term began on October 1, 2021. See Note 12 , Subsequent Events , for further information. There have been no other material changes related to our existing lease agreements from those disclosed in Note 8 of the Notes to Combined Consolidated Financial Statements included in the Combined Consolidated Financial Statements of ImmunityBio, Inc. as of December 31, 2020 and December 31, 2019 (including NantCell, Inc.) filed as Exhibit 99.2 to our Current Report on Form 8‑K/A filed with the SEC on April 22, 2021. Commitments We did not enter into any significant contracts during the nine months ended September 30, 2021, other than those disclosed in these condensed consolidated financial statements. In addition, we are also a party to various contracts with contract research organizations and contract manufacturers that generally provide for termination on notice, with the exact amounts in the event of termination to be based on the timing of the termination and the terms of the agreement. There have been no material changes in unconditional purchase commitments from those disclosed in Note 8 of the Notes to Combined Consolidated Financial Statements included in the Combined Consolidated Financial Statements of ImmunityBio, Inc. as of December 31, 2020 and December 31, 2019 (including NantCell, Inc.) filed as Exhibit 99.2 to our Current Report on Form 8‑K/A filed with the SEC on April 22, 2021. |
Related-Party Agreements
Related-Party Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | 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): September 30, December 31, (Unaudited) Due from related party–NantBio, Inc. $ 1,294 $ 1,294 Due from related party–NantOmics LLC — 591 Due from related parties–Various 10 118 Total due from related parties $ 1,304 $ 2,003 Due to related party–NantWorks $ 4,974 $ 10,650 Due to related party–Duley Road, LLC 2,374 2,787 Due to related party–NantBio, Inc. 943 943 Due to related party–605 Nash, LLC 284 — Due to related party–Immuno-Oncology Clinic, Inc. 122 271 Due to related party–Various — 187 Total due to related parties $ 8,697 $ 14,838 Our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder founded and has a controlling interest in NantWorks, which is a collection of 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 genetically modified NK cells 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 and Global Chief Scientific and Medical Officer. NantWorks Under the NantWorks shared services agreement executed in November 2015, but effective August 2015, NantWorks, a related party, 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. For the three months ended September 30, 2021 and 2020, we recorded $1.2 million and $0.6 million, respectively, in selling, general and administrative expense, on the condensed consolidated statements of operations . For the three months ended September 30, 2021 and 2020, we recorded $0 million and $0.6 million of expense reimbursements under this arrangement in research and development expense , on the condensed consolidated statements of operations. For the nine months ended September 30, 2021 and 2020, we recorded $4.2 million and $4.5 million, respectively, in selling, general and administrative expense , and $0.4 million and $1.8 million, respectively, of expense reimbursements under this arrangement in research and development expense , on the condensed consolidated statements of operations. These amounts exclude certain general and administrative expenses provided by third-party vendors directly for our benefit, which were reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks. As of September 30, 2021 and December 31, 2020, we owed NantWorks a net amount of $5.0 million and $10.7 million, respectively, for all agreements between the two affiliates, which is included in due to related parties, on the condensed consolidated balance sheets. We also recorded $1.5 million and $1.1 million of prepaid expenses for services that have been passed through to the company from NantWorks as of September 30, 2021 and December 31, 2020, respectively, which are included in prepaid expenses and other current assets , on the condensed consolidated balance sheets. In November 2015, we entered into a facility license agreement with NantWorks 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 current Good Manufacturing Practice (“cGMP”) manufacturing facility. The initial license was effective from May 2015 through December 2020. The base rent for the initial lease term was $47,000 per month, with annual increases of 3% beginning in January 2017. In September 2020, we amended this agreement to extend the term of this lease through December 31, 2021. Commencing January 1, 2021, the base rent increased by 3% to approximately $54,500 per month. Subsequent to December 31, 2021, the lease term will automatically renew on a month-to-month basis, terminable by either party with at least 30 days’ prior written notice to the other party. In addition, we have a one-time option to extend the lease term through December 31, 2022. If we exercise the option to extend the lease through December 31, 2022, or continue on a month-to-month basis, the base rent will increase by 3% annually commencing on January 1 of each year. On the date of the amendment, we recorded an increase of $1.2 million in both operating lease right-of-use assets and operating lease liabilities , on the condensed consolidated balance sheets, reflecting our belief that we will extend the term of this lease through December 31, 2022. Lease expense for this facility totaling $0.5 million and $0.5 million for the nine months ended September 30, 2021 and 2020, respectively, was recorded in research and development expense , on the condensed consolidated statements of operations. Immuno-Oncology Clinic, Inc. Beginning in 2017, we entered into multiple agreements with Immuno-Oncology Clinic, Inc. (the “Clinic”) to conduct clinical trials related to certain of our product candidates. The Clinic is a related party as it is owned by an 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 for all of our trials conducted at the Clinic. 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 basis relating to existing clinical trials, commenced prior to July 1, 2019, and prospective clinical trials and research projects. The Clinic Agreement also specifies certain services and related costs that are excluded from the Clinic Agreement. Prior to commencing any work under the Clinic Agreement, the parties have agreed to execute written work orders setting forth the terms and conditions related to specific services to be performed, including financial terms. For clinical trials that commenced prior to July 1, 2019, excluding certain NantCell trials not covered by the agreement, fees incurred for services performed after July 1, 2019 are covered under the Clinic Agreement and applied towards the below-mentioned prepayments. The Clinic Agreement allows for automatic renewal and additional extensions beyond the initial one-year term. 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 $3.8 million and $1.9 million were paid in July 2019 and October 2019, respectively. As amended, a conditional payment of $1.9 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 a nominal 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 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. We executed a clinical trial work order under the Clinic Agreement for an open-label, Phase I study of PD‑L1.t‑haNK for infusion in subjects with locally advanced or metastatic solid cancers. In July 2020, but effective on June 22, 2020, we and NantCell executed a clinical trial work order under our existing master agreement with the Clinic for an open-label, randomized, comparative Phase II study of NantCell’s proprietary IL‑15 superagonist (“N‑803”) and aldoxorubicin hydrochloride (“Aldoxorubicin”) and our PD‑L1.t‑haNK with standard-of-care chemotherapy versus standard-of-care chemotherapy for patients with locally advanced or metastatic pancreatic cancer treated as first-line, second-line, or third-line or greater, in three separate cohorts, respectively. During the nine months ended September 30, 2021, ImmunityBio executed multiple work orders under an existing master agreement with the Clinic. Under these work orders, the parties agreed that the Clinic would serve as a site for the following multi-site clinical trials: • A Phase IB open-label study of the safety, reactogenicity, and immnogenicity of prophylactic vaccination with 2nd generation E1/E2B/E3-deleted adenoviral-COVID-19 in normal healthy volunteers; • A Phase IB open-label study of the safety, reactogenicity, and immunogenicity of subcutaneously and orally administered prophylactic vaccination with 2nd generation E1/E2B/E3-deleted adenoviral-COVID-19 in normal healthy volunteers; • A Phase I study of the safety, reactogenicity, and immunogenicity of subcutaneously- and orally-administered supplemental spike & nucleocapsid-targeted COVID‑19 vaccine to enhance T cell-based immunogenicity in participants who have already received a vaccine authorized for emergency use; • A Phase I study of the safety, reactogenicity, and immunogenicity of a supplemental spike & nucleocapsid-targeted COVID‑19 vaccine to enhance T cell-based immunogenicity in participants who have already received a vaccine authorized for emergency use; and • A Phase I open-label study of M‑ceNK cells in subjects with locally advanced or metastatic solid tumors. Based on a review of our updated clinical trial programs post-Merger, we updated our estimates of the investigator fees for the clinical trials currently underway or planned at the Clinic. As certain programs costs are excluded from and certain services are subject to credit adjustments under the Clinic Agreement, we determined the expected future fees for services to be performed are less than the carrying value of the prepaid asset on the condensed consolidated balance sheets. As a result, we partially wrote down the value of our prepayments under the Clinic Agreement and recorded approximately $1.9 million in research and development expense , on the condensed consolidated statements of operations for the nine months ended September 30, 2021. In addition , we reclassified $0.8 million of prepaid assets from prepaid expenses and other current assets to other assets, on the condensed consolidated balance sheets during the three months ended September 30, 2021 based on the additional time expected for them to be realized than initially estimated . For the three months ended September 30, 2021 and 2020, we incurred $0.6 million and $0.2 million in research and development expense , on the condensed consolidated statements of operations related to the Clinic Agreement. For the nine months ended September 30, 2021 and 2020, we incurred $1.4 million and $0.4 million in research and development expense , on the condensed consolidated statements of operations related to the Clinic Agreement. As of September 30, 2021 and December 31, 2020, we owed the Clinic $0.1 million and $0.3 million, respectively, for services excluded from the Clinic Agreement. As of September 30, 2021 and December 31, 2020, we had prepaid balances related to the Clinic Agreement of $2.6 million and $4.7 million, respectively. NantBio, Inc. In March 2016, NantBio and the NCI entered into a CRADA. The initial five-year agreement covered NantBio and its affiliates, including us. Under the agreement, the parties collaborated on the preclinical and clinical development of proprietary recombinant NK cells and mAbs in monotherapy and combination immunotherapies. In each of the contractual years under the agreement, we paid $0.6 million to the NCI for services under the agreement. We recognized expenses related to this agreement ratably over a 12-month period for each funding year. This CRADA expired in March 2021. In November 2021, we entered into a third amendment to the 2015 NCI CRADA, which was effective as of March 16, 2021, and transferred the research plan from this expired CRADA into the research plan of the amended 2015 NCI CRADA. We accrued $0.4 million in research and development expense , on the condensed consolidated statements of operations related to the third amendment for the nine months ended September 30, 2021. See Note 6 , Collaboration and License Agreements—National Cancer Institute, for further information. In August 2018, we entered into a supply agreement with NantCancerStemCell, LLC (“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 bioreactors and related consumables, made according to specifications mutually agreed to with both companies. The agreement has an initial term of five years and renews automatically for successive one-year terms unless terminated by either party in the event of material default upon prior written notice of such default and the failure of the defaulting party to remedy the default within 30 days of the delivery of such notice, or upon 90 days’ prior written notice by NCSC. We recognized revenue of $0.3 million for the nine months ended September 30, 2021 . We recorded $0.1 million and $0.3 million of deferred revenue for bioreactors that were delivered but not installed as of September 30, 2021 and December 31, 2020, respectively. As of September 30, 2021 and December 31, 2020, we recorded $0.9 million in due to related parties , on the condensed consolidated balance sheets related to this agreement. In 2018, we entered into a shared service agreement pursuant to which we are charged for services at cost, without mark-up or profit by NantBio, but including reasonable allocations of employee benefits that relate to the employees providing the services. In April 2019, we agreed with NantBio to transfer certain 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 September 30, 2021 and December 31, 2020, we recorded a net receivable from NantBio of $1.3 million, which included $1.0 million for employee bonuses and $0.3 million for vendor costs we paid on behalf of NantBio. NantOmics, LLC In 2019, we made a strategic decision and transferred certain employees from NantOmics, a related party that is controlled by our Executive Chairman and Global Chief Scientific and Medical Officer, to the company. After the transfer, we settled certain employee bonuses and benefits that were accrued by NantOmics for the year ended December 31, 2020. We recorded no receivable and a $0.6 million receivable from NantOmics as of September 30, 2021 and December 31, 2020, respectively. 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 Global Chief Scientific and Medical Officer, for approximately 24,250 rentable 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 one additional three-year term through July 2026. The base rent is approximately $72,385 per month, with annual increases of 3% that began in July 2017. Lease expense of $0.7 million for this facility for the nine months ended September 30, 2021 and 2020, respectively, was recorded in research and development expense , on the condensed consolidated statements of operations. The prepaid rent for this lease was $0.1 million, which was included in prepaid expenses and other current assets , and the security deposit for this lease was $0.1 million, which was included in other assets , on the condensed consolidated balance sheets as of September 30, 2021 . Duley Road, LLC In February 2017, Altor BioScience Corporation (succeeded by our wholly-owned subsidiary Altor BioScience, LLC), through its wholly-owned subsidiary, entered into a lease agreement with Duley Road, a related party that is indirectly controlled by our Executive Chairman and Global Chief Scientific and Medical Officer, for approximately 12,000 rentable square feet of office and cGMP manufacturing facility space in El Segundo, California. The lease term is from February 2017 through October 2024. We have the option to extend the initial term for two consecutive five-year periods through July 2034. The base rent is approximately $40,700 per month, with annual increases of 3% that began in November 2018. As of September 30, 2021 and December 31, 2020, we recorded rent payable to Duley Road of $1.2 million and $1.0 million, respectively. For the nine months ended September 30, 2021 and 2020, we recorded rent expense of $0.4 million and $0.4 million, respectively, which is reflected in research and development expense , on the condensed consolidated statements of operations. 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 rentable square feet. The lease has a seven-year term commencing in September 2019. The second lease is for the second floor of the building with approximately 6,488 rentable square feet. The lease has a seven-year term commencing in July 2019. Both floors of the building are used for research and development and office space. We have options to extend the initial terms of both leases for two consecutive five-year periods through 2036. The base rent for the two leases is approximately $35,800 per month that increases at a rate of 3% per year. As of September 30, 2021 and December 31, 2020, we recorded $0.9 million and $0.7 million of leasehold improvement payables, respectively, and $0.3 million and $1.1 million of lease-related payables to Duley Road, which were included in due to related parties , on the condensed consolidated balance sheets. For the nine months ended September 30, 2021 and 2020, we recorded $0.3 million and $0.2 million of rent expense for the two leases, respectively, which was included in research and development expense , on the condensed consolidated statements of operations. The security deposits for the leases totaled $0.1 million as of September 30, 2021 , which were included in other assets , on the condensed consolidated balance sheets. 605 Nash, LLC In February 2021 , but effective on January 1, 2021 , we entered into a lease agreement with 605 Nash, a related party, whereby we leased approximately 6,883 square feet (the “Initial Premises”) in a two story mixed use building containing approximately 64,643 rentable square feet on 605-607 Nash Street in El Segundo, California. This facility is used primarily for pharmaceutical development and manufacturing purposes. The lease term commenced in January 2021 and expires in December 2027 , and includes an option to extend the lease for one three-year term through December 2030 . The base rent is approximately $20,300 per month with an annual increase of 3% on January 1 of each year during the initial term and, if applicable, during the option term. In addition, under the agreement, we are required to pay our share of estimated property taxes and operating expenses. We will receive a rent abatement for the first seven months, and a tenant improvement incentive of $0.3 million from the landlord for costs and expenses associated with the construction of tenant improvements for the Initial Premises. During the nine months ended September 30, 2021, we recorded rent expense of $0.2 million, which is reflected in research and development expense, on the condensed consolidated statements of operations. In May 2021, but effective on April 1, 2021, we entered into an amendment to our Initial Premises lease with 605 Nash. The amendment expanded the leased square feet by approximately 57,760 rentable square feet (the “Expansion Premises”). The lease term of the Expansion Premises commenced in April 2021 and expires in March 2028, whereby the company has the option to extend the initial term for three years. Per the terms of the amendment, the term of the Initial Premises lease was extended for an additional three months and now expires on March 31, 2028. Base rent for the Expansion Premises is approximately $170,400 per month with annual increases of 3% on April 1 of each year. We are responsible for the build out of the facility space and associated costs. The amended lease provides for a rent abatement for the first seven months, and for a tenant improvement allowance of approximately $2.6 million for costs and expenses related to improvements made by us to the Expansion Premises. During the nine months ended September 30, 2021, we incurred $1.0 million of rent expense related to the Expansion Premises lease agreement. The security deposits for the leases total $0.2 million as of September 30, 2021, which are included in other assets , on the condensed consolidated balance sheets. 557 Doug St, LLC On September 27, 2021, we entered into a Membership Interest Purchase Agreement with Nant Capital (the “Purchase Agreement”). Nant Capital is a related party controlled by Dr. Patrick Soon-Shiong. The Purchase Agreement transferred all outstanding membership interests in 557 Doug St, LLC from the company to Nant Capital. The only asset owned by 557 Doug St, LLC is the improved property located at 557 South Douglas Street, El Segundo, California with a building area of approximately 36,434 rentable square feet (the “Douglas Property”). The purchase price under the Purchase Agreement was $22.0 million, and after the offset prorated property taxes of $0.1 million, the net proceeds from the sale were $21.9 million. An independent appraisal of the Douglas Property (the “Appraisal”) assigned the Douglas Property a value of $22.0 million. The net carrying value of the property was $20.5 million as of the closing date. We accounted for the transfer as a sale of an asset to an entity under common control, recorded the transfer at book value and recognized the excess of net consideration over carrying book value of $1.4 million as a capital contribution received from Nant Capital in additional paid-in capital , on the condensed consolidated statements of stockholders’ deficit for the three and nine months ended September 30, 2021. In September 2021, we entered into a lease agreement with Nant Capital under which we leased back 557 South Douglas Street for an initial lease term of seven years, which commenced on September 27, 2021. The monthly base rent under the lease is approximately $81,976 per month with an annual increase of 3% on October 1 of each year beginning in 2022 during the initial term and, if applicable, during the option term . For the first two years under the lease we will not be charged rent; we will begin paying rent on October 1, 2023 at the current monthly base rent. We will prepay the first month rent and security deposit totaling $0.2 million upon the execution of the lease. We have an option to extend the lease for two additional seven-year periods when the prior term expires. We have included the first option to extend the lease term for seven years as part of the initial lease term as it is reasonably certain that we will exercise the option, which implies lease expiration on September 30, 2035. The lease is classified as an operating lease, and as of September 30, 2021, future minimum lease obligations associated with the lease total $7.1 million, which will be recognized over the lease term. Related-Party Notes Payable As of September 30, 2021 and December 31, 2020, related-party notes payable consist of the following (in thousands): Total Notes and Interest Payable Related-Party Notes Payable Note Outstanding Interest September 30, December 31, (Unaudited) Nant Capital (1) 2015 $ 55,226 5.0 % $ 60,632 (2) $ 58,482 (2) Nant Capital (1) 2020 50,000 6.0 % 53,009 (3) 50,764 (3) Nant Capital (4) 2021 40,000 6.0 % 40,000 (4) — NantMobile (1) 2019 55,000 3.0 % 57,930 (5) 56,660 (5) NantWorks (1) 2017 43,418 5.0 % 53,402 (6) 51,546 (6) NCSC (1) 2018 33,000 5.0 % 38,267 (7) 36,901 (7) Total related-party notes payable $ 276,644 $ 303,240 $ 254,353 (1) All outstanding advances and accrued and unpaid interest is due and payable on September 30, 2025. Interest on related-party notes payable is compounded annually. We may prepay the outstanding principal at any time without premium, penalty or the prior consent of the issuer. All outstanding amounts under the notes become due and payable upon certain bankruptcy and insolvency-related events. There are no equity or equity-linked convertible rights related to these promissory notes. (2) Accrued and unpaid interest on this note totaled $5.4 million and $3.3 million as of September 30, 2021 and December 31, 2020, respectively. (3) Accrued and unpaid interest on this note totaled $3.0 million and $0.8 million as of September 30, 2021 and December 31, 2020, respectively. (4) The outstanding principal is due and payable on September 30, 2025. Interest on this related-party note is compounded annually and payable quarterly commencing on June 30, 2021. We paid $1.4 million in interest on this loan during the nine months ended September 30, 2021. All outstanding amounts under the note become due and payable upon certain bankruptcy and insolvency-related events. There are no equity or equity-linked convertible rights related to this promissory note. (5) Accrued and unpaid interest on this note totaled $2.9 million and $1.7 million as of September 30, 2021 and December 31, 2020, respectively. (6) Accrued and unpaid interest on this note totaled $10.0 million and $8.1 million as of September 30, 2021 and December 31, 2020, respectively. (7) Accrued and unpaid interest on this note totaled $5.3 million and $3.9 million as of September 30, 2021 and December 31, 2020, respectively. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficit | Stockholders’ Deficit 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 a right to receive 0.8190 newly issued shares of common stock , par value $0.0001 per share, resulting in the issuance of approximately 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, remained 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 condensed 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 of $0.0001 per share. Stock Repurchases No shares of our common stock were repurchased during the nine months ended September 30, 2021 and 2020 under the company’s 2015 Share Repurchase Program. As of September 30, 2021, $18.3 million remained authorized for repurchase under the program. Common Stock Reserved for Future Issuance As of September 30, 2021, a total of approximately 11.3 million shares of common stock were reserved for issuance, including awards issued under the NC 2015 Plan that were outstanding immediately prior to the Effective Time of the Merger. At the Effective Time, all outstanding equity awards granted under the NC 2015 Plan to purchase NantCell common stock were converted into equity awards to purchase shares of Company Common Stock (using the Exchange Ratio of 0.8190), on the same terms and conditions as immediately prior to the Effective Time. As of September 30, 2021, there were approximately 5.8 million RSUs and 0.6 million stock options outstanding under the NC 2015 Plan, and there were no additional shares available for future grants. Open Market Sale Agreement On April 30, 2021, we entered into an Open Market Sale Agreement (the “Sale Agreement”) with respect to an ATM offering program under which we may offer and sell, from time to time at our sole discretion, shares of our common stock, having an aggregate offering price of up to $500.0 million through our sales agent. We pay our sales agent a commission of up to 3.0% of the gross sales proceeds of any shares of our common stock sold through them under the Sale Agreement, and also have provided them with customary indemnification and contribution rights. During the nine months ended September 30, 2021, we received net proceeds totaling $136.9 million from the issuance of 10,216,978 shares under the ATM, which we expect to use for general corporate purposes, including to progress our clinical development programs, fund other research and development activities, make capital expenditures and fund working capital. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. As of September 30, 2021, we had $359.0 million available for future stock issuances under the ATM. We are not obligated to sell any shares and may at any time suspend solicitation and offers under the Sale Agreement. The Sale Agreement may be terminated by us at any time given written notice to the sales agent for any reason or by the sales agent at any time by giving written notice to us for any reason or immediately under certain circumstances, and shall automatically terminate upon the issuance and sale of all of the shares. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2015 Equity Incentive Plan In July 2015, the company’s board of directors adopted, and the company’s stockholders approved, the 2015 Plan. Pursuant to the Merger, we assumed 7,121,110 RSUs (adjusted for the Exchange Ratio of 0.8190) issued under NantCell’s equity incentive plan. As of September 30, 2021, the 2015 Plan is the only equity plan available for grant of equity awards to employees, directors and consultants of the company. As of September 30, 2021, a total of approximately 5.3 million shares were available for future grants under the 2015 Plan. Stock-based Compensation The following table presents stock-based compensation included on the condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) Stock-based compensation expense: Stock options $ 1,815 $ 548 $ 9,780 $ 876 RSUs 12,025 166 37,221 640 $ 13,840 $ 714 $ 47,001 $ 1,516 Stock-based compensation expense in operating expenses: Research and development $ 4,928 $ 78 $ 16,361 $ 186 Selling, general and administrative 8,912 636 30,640 1,330 $ 13,840 $ 714 $ 47,001 $ 1,516 On March 18, 2021, the Board of Directors approved to modify certain non-qualified stock options that were assumed in the Merger and otherwise would have expired during a period when the grantees were legally restricted from exercising these awards. The expiration date of these options was extended to thirty (30) days following the effective date of Post-Effective Amendment No. 1 on Form S-3 to our Form S-4 Registration Statement. We recorded an incremental stock-based compensation expense of approximately $2.7 million for this stock option modification. On March 29, 2021, in connection with the resignation of two former independent directors, the Board of Directors approved the acceleration of vesting of 83,333 shares of unvested stock options of the former directors on the date of their respective resignations. The modified options are exercisable for ninety (90) days after the date of the modification. We recorded an incremental stock-based compensation expense of approximately $2.3 million for this stock option modification. The stock option modifications were measured as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modifications. The incremental stock-based compensation was recorded in selling, general and administrative expense , on the condensed consolidated statements of operations during the nine months ended September 30, 2021. Stock Options The following table summarizes stock option activity and related information for the nine months ended September 30, 2021: Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2020 4,996,284 $ 9.96 $ 29,746 4.7 Granted 1,069,940 $ 21.38 Exercised (1,747,962) $ 3.90 Expired/forfeited (123,994) $ 10.07 Outstanding at September 30, 2021 4,194,268 $ 15.44 $ 10,434 5.5 Vested and exercisable at September 30, 2021 3,082,660 $ 13.78 $ 9,823 4.1 On February 5, 2021, the compensation committee of the board of directors of the company granted Richard Adcock, our chief executive officer, a stock option award (the “Option Grant”) to purchase 750,000 shares of our common stock pursuant to our 2015 Plan. The Option Grant has an exercise price of $23.72 per share, the closing price as reported on the Nasdaq on the date of grant. In addition, the Option Grant shall vest according to the following vesting schedule: one-third of the Option Grant (i.e., 250,000 options) shall vest in equal installments on each of the first, second, and third anniversaries of the date of grant, such that all shares shall be fully vested on the third anniversary of the date of grant, subject to Mr. Adcock remaining in continuous service as defined in the 2015 Plan through the applicable vesting dates. This grant of equity awards to Mr. Adcock was made in connection with his appointment as chief executive officer of the company, which was effective as of October 26, 2020, and was modified from the recommended equity grant described in Mr. Adcock’s offer of employment as of that date. On May 3, 2021, the compensation committee of the board of directors of the company granted each of our newly-appointed independent directors a non-qualified stock option award to purchase 21,873 shares of our common stock pursuant to the 2015 Plan at an exercise price of $17.24 per share, the closing price as reported on the Nasdaq on the date of grant. The shares subject to the award will vest in three (3) equal installments on each of the first, second and third anniversary date of their appointment to the board of directors, such that the award will be fully vested on the third anniversary date in 2024, subject to the director continuing to be a service provider as defined in the 2015 Plan through the applicable vesting dates. On June 10, 2021, the compensation committee of the board of directors of the company granted our Chairman and each of the independent members of our board of directors a non-qualified stock option award to purchase 26,064 shares of our common stock pursuant to the 2015 Plan at an exercise price of $14.91 per share, the closing price as reported on the Nasdaq on the date of grant. The shares subject to the award will vest 100% on the earlier to occur of June 10, 2022 or the date immediately preceding the 2022 annual meeting of stockholders, subject to the recipient continuing to be a service provider as defined in the 2015 Plan through the applicable vesting date. These grants were made in connection with the re-election of our Executive Chairman and Global Chief Scientific and Medical Officer, and independent directors to the company’s board of directors at the 2021 annual meeting of stockholders. As of September 30, 2021, the unrecognized compensation cost related to outstanding stock options was $13.7 million, which is expected to be recognized over a remaining weighted-average period of 2.2 years. The total intrinsic value of stock options exercised during the nine months ended September 30, 2021 was $21.2 million. Cash proceeds received from stock option exercises during the nine months ended September 30, 2021 was $5.0 million. As of December 31, 2020, a total of 4,345,497 vested and exercisable shares were outstanding. The fair value of stock options issued was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Nine Months Ended September 30, (Unaudited) Expected term 5.9 years Risk-free interest rate 0.7 % Expected volatility 101.0 % Dividend yield 0.0 % Weighted-average grant date fair value $ 16.80 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 bonds with maturities similar to those of the expected term of the award being valued. The expected volatility was estimated based on the historical volatility of our common stock. The assumed dividend yield was based on our expectation of not paying dividends in the foreseeable future. Restricted Stock Units The following table summarizes RSU activity during the nine months ended September 30, 2021: Number of Units Weighted- Average Grant Date Fair Value Nonvested balance at December 31, 2020 466,842 $ 2.52 Granted 8,351,301 $ 23.93 Vested (621,364) $ 17.62 Forfeited/canceled (1,120,377) $ 24.72 Nonvested balance at September 30, 2021 7,076,402 $ 22.95 As of September 30, 2021, there was $134.3 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 3.7 years. The total intrinsic value of RSUs vested during the nine months ended September 30, 2021 was $10.7 million. 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 8 , Related-Party Agreements . On February 5, 2021, the compensation committee of the board of directors of the company granted Mr. Adcock two awards totaling 400,000 RSUs (each an “RSU Award” and collectively, the “RSU Awards”) of our common stock pursuant to the 2015 Plan. The RSU Awards are comprised of two separate awards, one settled by issuing 150,000 shares of our common stock and the other to be settled by issuing 250,000 shares of our common stock upon vesting. The first RSU Award vested immediately on the date of grant with the company retaining shares equal in value to the company’s tax withholding obligations. The second RSU Award will vest according to the following schedule: one-third (i.e. 83,333) of the shares subject to the RSU Award shall vest in equal annual installments on each of the first, second and third anniversaries of the date of grant, such that all shares shall be fully vested on the third anniversary of the date of grant, subject to Mr. Adcock remaining in continuous service as defined in the 2015 Plan through the applicable vesting dates. This grant of equity awards to Mr. Adcock was made in connection with his appointment as chief executive officer of the company, which was effective as of October 26, 2020, and was modified from the recommended equity grant described in Mr. Adcock’s offer of employment as of that date. On March 4, 2021, prior to the Merger, NantCell awarded 7,121,110 RSUs (adjusted for the Exchange Ratio of 0.8190) to employees and consultants of NantCell and its affiliated companies, pursuant to the NC 2015 Plan. These RSU awards were subject to a performance condition in connection with a “Liquidity Event”, defined as either (i) NantCell’s registration of shares for issuance on a securities offering or (ii) the closing of a corporate transaction. In addition, the vesting of certain performance-based RSU grants accelerates upon obtaining approval by the FDA of a BLA or equivalent application for approval of Anktiva™ for use in the treatment of non-muscle-invasive bladder cancer. These performance-based RSUs are also subject to service conditions and are scheduled to cliff vest on the last date of each tranche as defined by the individual grant agreements. On March 9, 2021, we completed the Merger with NantCell, and the performance condition related to the Liquidity Event was met. The fair value of the RSUs was estimated based on a third-party valuation as of the grant date of March 4, 2021 and was derived primarily from the estimated probabilities of the Merger close on March 9, 2021 and the other exit assumptions. Once the liquidity event related performance condition was met as of March 9, 2021 due to the Merger, compensation expense for these RSUs began to be recognized on a graded vesting attribution approach over the requisite service period for each participant, which ranges from six research and development expense and approximately $16.4 million was recorded in selling, general and administrative expense , on the condensed consolidated statements of operations. The RSUs awarded to employees and consultants of affiliated companies were accounted for as stock-based compensation in accordance with ASU 2018-07, Compensation—Stock Compensation (Topic 718) , as the compensation was in exchange for continued support or services expected to be provided to the company over the vesting periods under the NantWorks shared services agreement discussed in Note 8 , Related-Party Agreements . We have evaluated the associated benefit of these awards to the affiliated companies under common control and determined that the benefit is limited to the retention of their employees. We estimated such benefit at the grant date fair value of $4.0 million and recorded $0.8 million of deemed dividends for the nine months ended September 30, 2021 in additional paid-in capital, on the condensed consolidated balance sheets, with a corresponding credit to stock compensation expense. Warrants |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On March 9, 2021, the company completed the Merger with NantCell. The Merger is accounted for as a transaction between entities under common control, and is considered a nontaxable transaction for U.S. income tax purposes, as it is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The company is subject to taxation in the United States, various state, and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. No tax benefit was provided for losses incurred in the United States, Italy, and South Korea because those losses are offset by a full valuation allowance. The difference between the federal statutory tax rate of 21% and the company’s 0% tax rate is due to losses from which the company cannot benefit. The company is no longer subject to income tax examination by the U.S. federal, state or local tax authorities for years ended December 31, 2015 or prior; however, its tax attributes, such as net operating loss (“NOL”) carryforwards and tax credits, are still subject to examination in the year they are used. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events 420 Nash, LLC On September 27, 2021, we entered into a lease agreement with 420 Nash, LLC, a related party, whereby we leased an approximately 19,125 rentable square foot property located at 420 Nash Street, El Segundo, California, to be used primarily for the warehousing and storage of drug manufacturing supplies, products and equipment and ancillary office space. Under the terms of the lease agreement, the lease term began on October 1, 2021 and expires on September 30, 2026. The base rent is approximately $38,250 per month with an annual increase of 3% on October 1 of each year beginning in 2022 during the initial term. The company is responsible for the payment of real property taxes, repairs and maintenance, improvements, insurance and operating expenses during the term of the lease. We will receive a rent abatement for the first month of the lease, and a one-time improvement allowance of $15,000 from the landlord that will be credited against base rent obligations for the second month of the lease. The company has options to extend the lease term for two additional consecutive periods of five years each. At the beginning of each option term, the initial monthly base rent will be adjusted to market rent (as defined in the lease agreement) with an annual increase of 3% during the option term. Joint Venture with Amyris, Inc. During the fourth quarter of 2021, the company signed a binding term sheet to pursue a 50:50 joint venture arrangement with Amyris, Inc., a leading synthetic biotechnology company, to accelerate the commercialization of a next-generation COVID-19 vaccine utilizing IDRI’s RNA vaccine platform to which Amyris holds a license. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Accounting Treatment of the Merger | Accounting Treatment of the Merger The Merger represents a business combination pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805-50, Mergers , which is accounted for as a transaction between entities under common control as Dr. Soon-Shiong and his affiliates were the controlling stockholders of both the company and NantCell for all of the periods presented in this report. As a result, all of the assets and liabilities of NantCell were combined with ours at their historical carrying amounts on the closing date of the Merger. We have recast our prior period financial statements to reflect the conveyance of NantCell’s common shares as if the Merger had occurred as of the earliest date of the financial statements presented. All material intercompany accounts and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. The unaudited condensed consolidated financial statements do not include all information and notes required by U.S. GAAP for annual reports. As of September 30, 2021, the company had an accumulated deficit of $1.9 billion. We also had negative cash flows from operations of $202.8 million for the nine months ended September 30, 2021. The company 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 condensed consolidated financial statements are derived from NantKwest’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 condensed consolidated financial statements assume that the Merger took place at the beginning of the earliest period for which the condensed consolidated financial statements are presented. Accordingly, these financial statements should be read in conjunction with the audited Combined Consolidated Financial Statements and Notes thereto included in the Combined Consolidated Financial Statements of ImmunityBio, Inc. as of December 31, 2020 and December 31, 2019 (including NantCell, Inc.) filed as Exhibit 99.2 to our Current Report on Form 8‑K/A filed with the SEC on April 22, 2021. Interim operating results are not necessarily indicative of operating results for the full year. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the company and its subsidiaries. All intercompany amounts have been eliminated. For consolidated entities where we have less than 100% of ownership, we record net loss attributable to noncontrolling interest on the condensed consolidated statements of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties. We apply the variable interest model under ASC Topic 810, Consolidation , to any entity in which we hold an equity investment or to which we have the power to direct the entity’s most significant economic activities and the ability to participate in the entity’s economics. If the entity is within the scope of the variable interest model and meets the definition of a variable interest entity (“VIE”), we consider whether we must consolidate the VIE or provide additional disclosures regarding our involvement with the VIE. If we determine that we are the primary beneficiary of the VIE, we will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. 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 common stock of an entity under which we are able to exercise significant influence, but not control, are accounted for using the equity method. Our ability to exercise significant influence is generally indicated by ownership of 20% to 50% interest in the voting securities of the entity. 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 interest and investment income, net , on the condensed consolidated statements of operations. In the instance the equity investment does not have a readily determinable fair value and does not qualify for the practical expedient to estimate fair value in accordance with ASC Topic 820, Fair Value Measurement (“ASC 820”), we will apply the measurement alternative under ASC Topic 321, Investments—Equity Securities (“ASC 321”), pursuant to which we will measure the investment at its cost, less impairment, adjusted for observable price changes in an orderly market for an identical or similar investment of the same issuer. |
Use of Estimates | Use of Estimates The preparation of condensed 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 condensed 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, contingent value right measurement and assessments, the measurement of right-of-use assets and lease liabilities, useful lives of long-lived assets, loss contingencies, fair value measurements, and the assessment of our ability to fund our operations for at least the next 12 months from the date of issuance of these financial statements. We base our estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that the ongoing coronavirus pandemic could have on our significant accounting estimates. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties In March 2020, the World Health Organization declared SARS‑CoV‑2 a pandemic. To date, our operations have not been significantly disadvantaged by the pandemic. However, we cannot at this time predict the specific extent, duration, or full impact that this pandemic may have on our financial condition and results of operations, including ongoing and planned clinical trials. More specifically, the pandemic may result in prolonged impacts that we cannot predict at this time and we expect that such uncertainties will continue to exist for the foreseeable future. The impact of the pandemic on our financial performance will depend on future developments, including the duration and spread of the outbreak, impact of potential variants and the related governmental advisories and restrictions. These developments and the impact of the ongoing pandemic on the financial markets and the overall economy are highly uncertain. If the financial markets and/or the overall economy are impacted for an extended period, our results may be adversely affected. |
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 a convertible note receivable. 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. |
Common Control Transactions | Common Control TransactionsTransactions between us and entities where Dr. Soon-Shiong and his affiliates are the controlling stockholders are accounted for as common control transactions whereby the net assets acquired or transferred are accounted at their carrying value. Any difference between the carrying value and consideration recognized is treated as a capital transaction. Cash consideration up to the carrying value of the net assets acquired or transferred is presented as an investing activity in our condensed consolidated statement of cash flows. Cash consideration in excess of the carrying value of the net assets acquired or transferred is presented as a financing activity in our condensed consolidated statement of cash flows. |
Sale-leaseback Transaction | Sale-leaseback Transaction A sale-leaseback transaction occurs when an entity sells an asset it owns and immediately leases the asset back from the buyer. The seller then becomes the lessee and the buyer becomes the lessor. When entering into a sale-leaseback transaction as a seller-lessee, the requirements in ASC Topic 606, Revenue from Contracts with Customers , and all related accounting standards updates to such Topic are applied in determining whether the transfer of an asset shall be accounted for as a sale of the asset by assessing whether it satisfies a performance obligation under the contract by transferring control of an asset. If the company transfers control of an asset to the buyer-lessor, the transfer is accounted for as a sale and the company derecognizes the transferred asset. The subsequent leaseback of the asset is accounted for in accordance with ASC Topic 842, Leases , in the same manner as any third-party lease. If the company does not transfer control of an asset to the buyer-lessor, the sale-leaseback transaction is accounted for as a financing arrangement. In September 2021, we entered into a sale transaction with Nant Capital, LLC (“Nant Capital”), a related party, for a building located at 557 South Douglas Street, El Segundo, California. We subsequently leased back the building for an initial seven-year lease term with an option to extend the lease for two additional seven-year periods. There is no purchase option at the end of the lease term. Since we transferred the legal title and all benefits and risks incidental to the ownership of the property to Nant Capital, we accounted for the transfer as a sale. We have classified the leaseback of the building as an operating lease and accordingly, a right-of-use asset and an operating lease liability were established on the lease commencement date that will be amortized through the end of the lease term. See Note 8 , Related-Party Agreements |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). We measure the fair value of an equity-classified award at the grant date and recognize the stock-based compensation expense over the period of vesting on the straight-line basis 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 using the graded vesting method 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. |
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 September 30, 2021 2020 (Unaudited) Outstanding stock options 4,194,268 5,221,543 Outstanding RSUs 7,076,402 480,292 Outstanding related-party warrants 1,638,000 1,638,000 Total 12,908,670 7,339,835 Amounts in the table above reflect the common stock equivalents of the noted instruments, including awards issued under the NantKwest 2015 Equity Incentive Plan (the “2015 Plan”), the NantKwest 2014 Equity Incentive Plan (the “2014 Plan”), and awards issued under the NantCell, Inc. 2015 Stock Incentive Plan (the “NC 2015 Plan”) that, in the case of September 30, 2021, were outstanding immediately prior to the Effective Time of the Merger and in the case of September 30, 2020 have been adjusted to include the combined NC 2015 Plan and NantCell warrants then outstanding (in both cases adjusted using the Exchange Ratio of 0.8190 ). See Note 10 , Stock-Based Compensation , for further information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016‑13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The FASB subsequently issued amendments to ASU 2016‑13, which have the same effective date and transition dates as described below. The new guidance supersedes existing U.S. GAAP for measuring and recording of credit losses on financial assets measured at amortized cost by replacing the incurred-loss model with an expected-loss model. Accordingly, these financial assets will be presented at the net amount expected to be collected. This new standard also requires that credit losses related to available-for-sale debt securities be recorded as an allowance through net income rather than reducing the carrying amount under the current, other-than-temporary-impairment model. For public business entities that meet the definition of an SEC filer, except entities that are eligible to be a smaller reporting company as defined by the SEC, the standard is effective for annual periods beginning after December 15, 2019, and interim periods therein. For all other entities, including us, the standard is effective for annual periods beginning after December 15, 2022, and interim periods therein. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018. With certain exceptions, adjustments are to be applied using a modified-retrospective approach by reflecting adjustments through a cumulative-effect impact on retained earnings as of the beginning of the fiscal year of adoption. We continue to evaluate the impact that this new standard and its related amendments will have on our consolidated financial statements. 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 September 30, 2021 did not, or are not expected to, have a material effect on our consolidated financial statements. |
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. 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 basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. 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, money market funds, and marketable equity securities. • 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. We utilize a third-party pricing service to assist in obtaining fair value pricing for our investments in marketable debt 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. |
Description of Business (Tables
Description of Business (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Impact of Change in Reporting Entity on Unaudited Condensed Consolidated Statements of Operations | The following tables provide the impact of the change in reporting entity on our unaudited condensed consolidated statements of operations for the three months ended March 31, 2021 and the three and nine months ended September 30, 2020, respectively (in thousands): Three Months Ended (Unaudited) NantCell NantKwest Intercompany ImmunityBio, Revenue $ 183 $ — $ (44) $ 139 Operating expenses: Research and development (including amounts 21,509 19,725 (106) 41,128 Selling, general and administrative (including amounts 24,382 20,903 (10) 45,275 Loss from operations (45,708) (40,628) 72 (86,264) Other (expense) income, net (including amounts (848) 6,637 — 5,789 Income tax expense — (6) — (6) Net loss $ (46,556) $ (33,997) $ 72 $ (80,481) Three Months Ended (Unaudited) NantCell NantKwest Intercompany ImmunityBio, Revenue $ 126 $ 68 $ (43) $ 151 Operating expenses: Research and development (including amounts 18,911 17,284 (423) 35,772 Selling, general and administrative (including amounts 14,885 4,711 — 19,596 Impairment of intangible assets 10,660 — — 10,660 Loss from operations (44,330) (21,927) 380 (65,877) Other (expense) income, net (including amounts (2,146) 153 — (1,993) Income tax benefit (expense) 1,702 (2) — 1,700 Net loss $ (44,774) $ (21,776) $ 380 $ (66,170) Nine Months Ended (Unaudited) NantCell NantKwest Intercompany ImmunityBio, Revenue $ 1,819 $ 90 $ (1,157) $ 752 Operating expenses: Research and development (including amounts 52,547 44,227 (623) 96,151 Selling, general and administrative (including amounts 30,833 16,603 — 47,436 Impairment of intangible assets 10,660 — — 10,660 Loss from operations (92,221) (60,740) (534) (153,495) Other (expense) income, net (including amounts (4,251) 495 — (3,756) Income tax benefit (expense) 1,643 (6) — 1,637 Net loss $ (94,829) $ (60,251) $ (534) $ (155,614) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
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 September 30, 2021 2020 (Unaudited) Outstanding stock options 4,194,268 5,221,543 Outstanding RSUs 7,076,402 480,292 Outstanding related-party warrants 1,638,000 1,638,000 Total 12,908,670 7,339,835 |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Financial Statement Details [Abstract] | |
Prepaid Expenses and Other Current Assets | As of September 30, 2021 and December 31, 2020, prepaid expenses and other current assets consist of the following (in thousands): September 30, December 31, (Unaudited) Insurance premium financing asset $ 4,137 $ 1,421 Prepaid services 2,373 1,294 Prepaid insurance 2,208 1,365 Prepaid license fees 1,377 801 Prepaid preclinical and clinical trial services – with related party ( Note 8 ) 1,035 4,626 Prepaid rent 672 589 Prepaid property taxes 373 — Prepaid equipment maintenance 229 243 Insurance claims receivable 92 2,518 Interest receivable – marketable debt securities 25 473 Prepaid supplies – with related party ( Note 8) — 143 Equipment deposits — 66 Other 255 110 Prepaid expenses and other current assets $ 12,776 $ 13,649 |
Property, Plant and Equipment, Net | As of September 30, 2021 and December 31, 2020, property, plant and equipment, net, consist of the following (in thousands): September 30, December 31, (Unaudited) Leasehold improvements $ 62,484 $ 52,251 Equipment 47,523 34,738 Construction in progress 6,730 1,333 Software 1,600 2,376 Furniture & fixtures 1,052 1,015 Building — 22,690 Gross property, plant and equipment 119,389 114,403 Less: Accumulated depreciation and amortization 49,511 41,862 Property, plant and equipment, net $ 69,878 $ 72,541 |
Other Assets | As of September 30, 2021 and December 31, 2020, other assets consist of the following (in thousands): September 30, December 31, (Unaudited) Prepaid insurance $ 3,042 $ — Prepaid preclinical and clinical trial services – with related party ( Note 8 ) 1,549 92 Value-added tax (VAT) receivable 914 864 ERP system implementation costs 729 — Security deposits 483 634 Restricted cash 179 179 Prepaid software license fees 132 455 Due from related party 55 51 Other 359 323 Other assets $ 7,442 $ 2,598 |
Accrued Expenses and Other Liabilities | As of September 30, 2021 and December 31, 2020, accrued expenses and other liabilities consist of the following (in thousands): September 30, December 31, (Unaudited) Accrued dissenting shares ( Note 7 ) $ 7,029 $ 6,769 Accrued bonus 5,560 5,288 Accrued preclinical and clinical trial costs 5,426 4,339 Accrued professional and service fees 4,785 7,668 Financing obligation – current portion 4,137 1,421 Accrued compensation 3,990 3,891 Accrued research and development costs 3,871 4,002 Accrued capital expenditures 1,585 337 Accrued laboratory equipment, supplies and related services 801 641 Accrued contingent consideration 397 856 Accrued franchise, sales, use and property taxes 199 103 Deferred revenue 145 270 Other 594 1,186 Accrued expenses and other liabilities $ 38,519 $ 36,771 |
Interest and Investment (Loss) Income, Net | Interest and investment (loss) income, net consists of the following (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) Unrealized (losses) gains from equity securities $ (6,008) $ (4) $ 2,383 $ 490 Interest income 101 536 552 1,199 Investment amortization expense, net (34) (381) (282) (474) Realized (losses) gains on investments — (2) 173 (2) Interest and investment (loss) income, net $ (5,941) $ 149 $ 2,826 $ 1,213 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-Sale Marketable Debt Securities | As of September 30, 2021, the weighted-average remaining contractual life, amortized cost, gross unrealized gains, gross unrealized losses and fair value of marketable debt securities, which were considered as available-for-sale, by type of security were as follows (in thousands): September 30, 2021 (Unaudited) Weighted- Amortized Gross Gross Fair Current: Corporate debt securities 0.1 $ 1,805 $ — $ (1) $ 1,804 Foreign bonds 0.5 344 — (18) 326 Mutual funds 35 3 — 38 Current portion 2,184 3 (19) 2,168 Noncurrent: Foreign bonds 5.1 747 55 — 802 Noncurrent portion 747 55 — 802 Total $ 2,931 $ 58 $ (19) $ 2,970 As of December 31, 2020, the amortized cost, gross unrealized gains, gross unrealized losses and fair value of marketable debt securities, which were considered as available-for-sale, by type of security were as follows (in thousands): December 31, 2020 Amortized Gross Gross Fair Current: Corporate debt securities $ 54,789 $ 2 $ (19) $ 54,772 Mutual funds 35 2 — 37 Current portion 54,824 4 (19) 54,809 Noncurrent: Foreign bonds 861 89 — 950 Noncurrent portion 861 89 — 950 Total $ 55,685 $ 93 $ (19) $ 55,759 |
Accumulated Unrealized Losses on Debt Securities Classified as Available-for-Sale in Continuous Loss Position | Accumulated unrealized losses on marketable debt securities that have been in a continuous loss position for less than 12 months and more than 12 months as of September 30, 2021 and December 31, 2020 were as follows (in thousands): September 30, 2021 Less than 12 months More than 12 months Estimated Gross Estimated Gross Corporate debt securities $ 1,804 $ (1) $ — $ — Foreign bonds 207 (1) — — Total $ 2,011 $ (2) $ — $ — December 31, 2020 Less than 12 months More than 12 months Estimated Gross Estimated Gross Corporate debt securities $ 42,762 $ (19) $ — $ — Total $ 42,762 $ (19) $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 September 30, 2021 and December 31, 2020 (in thousands): Fair Value Measurements at September 30, 2021 (Unaudited) Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 64,524 (1) $ 62,710 $ 1,814 $ — Equity securities 13,680 (2) 13,680 — — Corporate debt securities 1,804 — 1,804 — Foreign bonds 326 326 — — Mutual funds 38 38 — — Noncurrent: Foreign bonds 802 802 — — Total assets measured at fair value $ 81,174 $ 77,556 $ 3,618 $ — Liabilities: Contingent consideration $ (419) (3) $ — $ — $ (419) Fair Value Measurements at December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 34,915 $ 34,915 $ — $ — Corporate debt securities 54,772 — 54,772 — Equity securities 6,337 6,337 — — Mutual funds 37 37 — — Noncurrent: Foreign bonds 950 950 — — Total assets measured at fair value $ 97,011 $ 42,239 $ 54,772 $ — Liabilities: Contingent consideration $ (972) (3) $ — $ — $ (972) (1) Includes money market funds of $23.7 million and corporate debt securities of $1.8 million with original maturities of less than 90 days. (2) Our equity securities include a $12.5 million investment in Viracta Therapeutics, Inc. (“Viracta”), a clinical stage drug development company with whom we have an exclusive worldwide license to develop and commercialize one of their proprietary drug candidates. In February 2021, Viracta merged with Sunesis Pharmaceuticals, Inc. (“Sunesis”), a public company. In connection with this transaction, our preferred stock investment in Viracta was converted into 1,562,604 shares of Viracta common stock effective February 25, 2021. Prior to the acquisition by Sunesis, we accounted for our investment in Viracta by applying the measurement alternative under ASC 321. As of December 31, 2020, the carrying value of our investment in Viracta, which was reflected in non-marketable equity investment , on the condensed consolidated balance sheets, was $7.8 million. (3) Contingent consideration is recorded at estimated fair value and revalued each reporting period until the related contingency is resolved. The fair value measurement is based on inputs that are unobservable and significant to the overall fair value measurement (i.e., a Level 3 measurement within the fair value hierarchy) and are reviewed periodically by management. See Note 7 , Commitments and Contingencies, for further information. |
Summary of Changes in Carrying Amount of Contingent Consideration | Changes in the carrying amount of contingent consideration were as follows (in thousands): Nine Months Ended 2021 2020 (Unaudited) Fair value, beginning of period $ (972) $ (1,725) Consideration paid 419 — Net decrease in fair value 134 797 Fair value, end of period $ (419) $ (928) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Information Regarding Leases | Information regarding our leases is as follows: September 30, December 31, (Unaudited) Weighted average remaining lease term 7.7 years 3.9 years Weighted average discount rate 9 % 9 % The components of lease expense consist of the following (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) Operating lease costs $ 1,546 $ 863 $ 5,410 $ 4,269 Variable lease costs 856 909 2,039 2,483 Total lease costs $ 2,402 $ 1,772 $ 7,449 $ 6,752 Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands): Nine Months Ended 2021 2020 (Unaudited) Cash paid for operating leases (excluding variable lease costs) $ 5,878 $ 4,222 |
Summary of Future Minimum Lease Payments | Future minimum lease payments as of September 30, 2021, including $21.9 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. Years ending December 31: Operating Leases 2021 (excluding the nine months ended September 30, 2021) $ 2,162 2022 8,952 2023 7,462 2024 6,892 2025 6,550 Thereafter 28,144 Total future minimum lease payments 60,162 Less: Interest 19,507 Less: Tenant improvement allowance receivable 2,941 Present value of operating lease liabilities $ 37,714 |
Related-Party Agreements (Table
Related-Party Agreements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Summary of Outstanding Balances of Related Party Agreements | Below is a summary of outstanding balances and a description of significant relationships (in thousands): September 30, December 31, (Unaudited) Due from related party–NantBio, Inc. $ 1,294 $ 1,294 Due from related party–NantOmics LLC — 591 Due from related parties–Various 10 118 Total due from related parties $ 1,304 $ 2,003 Due to related party–NantWorks $ 4,974 $ 10,650 Due to related party–Duley Road, LLC 2,374 2,787 Due to related party–NantBio, Inc. 943 943 Due to related party–605 Nash, LLC 284 — Due to related party–Immuno-Oncology Clinic, Inc. 122 271 Due to related party–Various — 187 Total due to related parties $ 8,697 $ 14,838 |
Summary of Related Party Notes Payable | As of September 30, 2021 and December 31, 2020, related-party notes payable consist of the following (in thousands): Total Notes and Interest Payable Related-Party Notes Payable Note Outstanding Interest September 30, December 31, (Unaudited) Nant Capital (1) 2015 $ 55,226 5.0 % $ 60,632 (2) $ 58,482 (2) Nant Capital (1) 2020 50,000 6.0 % 53,009 (3) 50,764 (3) Nant Capital (4) 2021 40,000 6.0 % 40,000 (4) — NantMobile (1) 2019 55,000 3.0 % 57,930 (5) 56,660 (5) NantWorks (1) 2017 43,418 5.0 % 53,402 (6) 51,546 (6) NCSC (1) 2018 33,000 5.0 % 38,267 (7) 36,901 (7) Total related-party notes payable $ 276,644 $ 303,240 $ 254,353 (1) All outstanding advances and accrued and unpaid interest is due and payable on September 30, 2025. Interest on related-party notes payable is compounded annually. We may prepay the outstanding principal at any time without premium, penalty or the prior consent of the issuer. All outstanding amounts under the notes become due and payable upon certain bankruptcy and insolvency-related events. There are no equity or equity-linked convertible rights related to these promissory notes. (2) Accrued and unpaid interest on this note totaled $5.4 million and $3.3 million as of September 30, 2021 and December 31, 2020, respectively. (3) Accrued and unpaid interest on this note totaled $3.0 million and $0.8 million as of September 30, 2021 and December 31, 2020, respectively. (4) The outstanding principal is due and payable on September 30, 2025. Interest on this related-party note is compounded annually and payable quarterly commencing on June 30, 2021. We paid $1.4 million in interest on this loan during the nine months ended September 30, 2021. All outstanding amounts under the note become due and payable upon certain bankruptcy and insolvency-related events. There are no equity or equity-linked convertible rights related to this promissory note. (5) Accrued and unpaid interest on this note totaled $2.9 million and $1.7 million as of September 30, 2021 and December 31, 2020, respectively. (6) Accrued and unpaid interest on this note totaled $10.0 million and $8.1 million as of September 30, 2021 and December 31, 2020, respectively. (7) Accrued and unpaid interest on this note totaled $5.3 million and $3.9 million as of September 30, 2021 and December 31, 2020, respectively. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expenses Included on Operations Statement | The following table presents stock-based compensation included on the condensed consolidated statements of operations (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Unaudited) (Unaudited) Stock-based compensation expense: Stock options $ 1,815 $ 548 $ 9,780 $ 876 RSUs 12,025 166 37,221 640 $ 13,840 $ 714 $ 47,001 $ 1,516 Stock-based compensation expense in operating expenses: Research and development $ 4,928 $ 78 $ 16,361 $ 186 Selling, general and administrative 8,912 636 30,640 1,330 $ 13,840 $ 714 $ 47,001 $ 1,516 |
Summary of Stock Option Activity and Related Information under Equity Plans | The following table summarizes stock option activity and related information for the nine months ended September 30, 2021: Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2020 4,996,284 $ 9.96 $ 29,746 4.7 Granted 1,069,940 $ 21.38 Exercised (1,747,962) $ 3.90 Expired/forfeited (123,994) $ 10.07 Outstanding at September 30, 2021 4,194,268 $ 15.44 $ 10,434 5.5 Vested and exercisable at September 30, 2021 3,082,660 $ 13.78 $ 9,823 4.1 |
Weighted Average Fair Value of Options Under Black-Scholes Option Pricing Model | The fair value of stock options issued was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Nine Months Ended September 30, (Unaudited) Expected term 5.9 years Risk-free interest rate 0.7 % Expected volatility 101.0 % Dividend yield 0.0 % Weighted-average grant date fair value $ 16.80 |
Summary of RSU Activity under Equity Plans | The following table summarizes RSU activity during the nine months ended September 30, 2021: Number of Units Weighted- Average Grant Date Fair Value Nonvested balance at December 31, 2020 466,842 $ 2.52 Granted 8,351,301 $ 23.93 Vested (621,364) $ 17.62 Forfeited/canceled (1,120,377) $ 24.72 Nonvested balance at September 30, 2021 7,076,402 $ 22.95 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Mar. 09, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
NantKwest | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Ownership percentage held by stockholders upon consummation of merger | 28.50% | |||
Executive Chairman and Global Chief Scientific and Medical Officer | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Ownership percentage held by Executive Chairman and Global Chief Scientific and Medical Officer upon consummation of merger | 81.80% | |||
Selling General and Administrative Expenses | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Merger-related costs | $ 13 | $ 23.3 | ||
NantCell | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Merger exchange ratio | 0.8190 | |||
Ownership percentage held by stockholders upon consummation of merger | 71.50% |
Description of Business - Sched
Description of Business - Schedule of Impact of Change in Reporting Entity on Unaudited Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Name Change Event [Line Items] | |||||
Revenue | $ 66 | $ 139 | $ 151 | $ 544 | $ 752 |
Operating expenses: | |||||
Research and development (including amounts with related parties) | 49,277 | 41,128 | 35,772 | 144,205 | 96,151 |
Selling, general and administrative (including amounts with related parties) | 29,625 | 45,275 | 19,596 | 107,345 | 47,436 |
Impairment of intangible assets | 0 | 10,660 | 0 | 10,660 | |
Loss from operations | (78,836) | (86,264) | (65,877) | (251,006) | (153,495) |
Other (expense) income, net (including amounts with related parties) | (9,593) | 5,789 | (1,993) | (7,281) | (3,756) |
Income tax benefit (expense) | 0 | (6) | 1,700 | (8) | 1,637 |
Net loss | $ (88,429) | (80,481) | (66,170) | $ (258,295) | (155,614) |
Reportable Legal Entities | NantCell | |||||
Name Change Event [Line Items] | |||||
Revenue | 183 | 126 | 1,819 | ||
Operating expenses: | |||||
Research and development (including amounts with related parties) | 21,509 | 18,911 | 52,547 | ||
Selling, general and administrative (including amounts with related parties) | 24,382 | 14,885 | 30,833 | ||
Impairment of intangible assets | 10,660 | 10,660 | |||
Loss from operations | (45,708) | (44,330) | (92,221) | ||
Other (expense) income, net (including amounts with related parties) | (848) | (2,146) | (4,251) | ||
Income tax benefit (expense) | 0 | 1,702 | 1,643 | ||
Net loss | (46,556) | (44,774) | (94,829) | ||
Reportable Legal Entities | NantKwest | |||||
Name Change Event [Line Items] | |||||
Revenue | 0 | 68 | 90 | ||
Operating expenses: | |||||
Research and development (including amounts with related parties) | 19,725 | 17,284 | 44,227 | ||
Selling, general and administrative (including amounts with related parties) | 20,903 | 4,711 | 16,603 | ||
Impairment of intangible assets | 0 | 0 | |||
Loss from operations | (40,628) | (21,927) | (60,740) | ||
Other (expense) income, net (including amounts with related parties) | 6,637 | 153 | 495 | ||
Income tax benefit (expense) | (6) | (2) | (6) | ||
Net loss | (33,997) | (21,776) | (60,251) | ||
Intercompany Eliminations | |||||
Name Change Event [Line Items] | |||||
Revenue | (44) | (43) | (1,157) | ||
Operating expenses: | |||||
Research and development (including amounts with related parties) | (106) | (423) | (623) | ||
Selling, general and administrative (including amounts with related parties) | (10) | 0 | 0 | ||
Impairment of intangible assets | 0 | 0 | |||
Loss from operations | 72 | 380 | (534) | ||
Other (expense) income, net (including amounts with related parties) | 0 | 0 | 0 | ||
Income tax benefit (expense) | 0 | 0 | 0 | ||
Net loss | $ 72 | $ 380 | $ (534) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | Apr. 30, 2021USD ($) | Mar. 09, 2021 | Sep. 30, 2021USD ($)option | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Accounting Policies [Line Items] | ||||||
Accumulated deficit | $ 1,870,662,000 | $ 1,870,662,000 | $ 1,615,131,000 | |||
Net cash used in operating activities | $ 202,780,000 | $ 114,120,000 | ||||
NC 2015 Plan and NantCell Warrants | ||||||
Accounting Policies [Line Items] | ||||||
Merger exchange ratio | 0.8190 | |||||
NantCell | ||||||
Accounting Policies [Line Items] | ||||||
Merger exchange ratio | 0.8190 | |||||
557 South Douglas Street | ||||||
Accounting Policies [Line Items] | ||||||
Optional extended lease term | 7 years | |||||
Nant Capital | 557 South Douglas Street | ||||||
Accounting Policies [Line Items] | ||||||
Initial term of lease arrangement | 7 years | 7 years | ||||
Options to extend number of terms | option | 2 | |||||
Optional extended lease term | 7 years | |||||
Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Initial term of lease arrangement | 10 years | 10 years | ||||
Minimum | ||||||
Accounting Policies [Line Items] | ||||||
Initial term of lease arrangement | 2 years | 2 years | ||||
ATM Offering Program | Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Maximum aggregate offering price | $ 500,000,000 | |||||
VIE | Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Percentage of ownership interest | 50.00% | 50.00% | ||||
VIE | Minimum | ||||||
Accounting Policies [Line Items] | ||||||
Percentage of ownership interest | 20.00% | 20.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,908,670 | 7,339,835 |
Outstanding stock options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,194,268 | 5,221,543 |
Outstanding RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,076,402 | 480,292 |
Outstanding related-party warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,638,000 | 1,638,000 |
Financial Statement Details - P
Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Insurance premium financing asset | $ 4,137 | $ 1,421 |
Prepaid services | 2,373 | 1,294 |
Prepaid insurance | 2,208 | 1,365 |
Prepaid license fees | 1,377 | 801 |
Prepaid preclinical and clinical trial services – with related party (Note 8) | 1,035 | 4,626 |
Prepaid rent | 672 | 589 |
Prepaid property taxes | 373 | 0 |
Prepaid equipment maintenance | 229 | 243 |
Insurance claims receivable | 92 | 2,518 |
Interest receivable – marketable debt securities | 25 | 473 |
Prepaid supplies – with related party (Note 8) | 0 | 143 |
Equipment deposits | 0 | 66 |
Other | 255 | 110 |
Prepaid expenses and other current assets | $ 12,776 | $ 13,649 |
Financial Statement Details -_2
Financial Statement Details - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | $ 119,389 | $ 114,403 |
Less: Accumulated depreciation and amortization | 49,511 | 41,862 |
Property, plant and equipment, net | 69,878 | 72,541 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 62,484 | 52,251 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 47,523 | 34,738 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 6,730 | 1,333 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 1,600 | 2,376 |
Furniture & fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 1,052 | 1,015 |
Building | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | $ 0 | $ 22,690 |
Financial Statement Details - A
Financial Statement Details - Additional Information (Detail) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)option | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 27, 2021USD ($) | |
Financial Statement Details [Line Items] | ||||
Sale of assets to an entity under common control (Note 8) | $ 1,435 | $ 0 | ||
Depreciation and amortization | $ 10,643 | $ 10,513 | ||
557 South Douglas Street | ||||
Financial Statement Details [Line Items] | ||||
Optional extended lease term | 7 years | |||
Nant Capital | 557 South Douglas Street | ||||
Financial Statement Details [Line Items] | ||||
Initial term of lease arrangement | 7 years | 7 years | ||
Options to extend number of terms | option | 2 | |||
Optional extended lease term | 7 years | |||
Sale leaseback transaction, net proceeds | $ 21,900 | |||
Sale leaseback transaction, net carrying value | $ 20,500 | |||
Sale of assets to an entity under common control (Note 8) | $ 1,400 |
Financial Statement Details - O
Financial Statement Details - Other Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Assets, Noncurrent [Abstract] | ||
Prepaid insurance | $ 3,042 | $ 0 |
Prepaid preclinical and clinical trial services – with related party (Note 8) | 1,549 | 92 |
Value-added tax (VAT) receivable | 914 | 864 |
ERP system implementation costs | 729 | 0 |
Security deposits | 483 | 634 |
Restricted cash | 179 | 179 |
Prepaid software license fees | 132 | 455 |
Due from related party | 55 | 51 |
Other | 359 | 323 |
Other assets | $ 7,442 | $ 2,598 |
Financial Statement Details -_3
Financial Statement Details - Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued dissenting shares (Note 7) | $ 7,029 | $ 6,769 |
Accrued bonus | 5,560 | 5,288 |
Accrued preclinical and clinical trial costs | 5,426 | 4,339 |
Accrued professional and service fees | 4,785 | 7,668 |
Financing obligation – current portion | 4,137 | 1,421 |
Accrued compensation | 3,990 | 3,891 |
Accrued research and development costs | 3,871 | 4,002 |
Accrued capital expenditures | 1,585 | 337 |
Accrued laboratory equipment, supplies and related services | 801 | 641 |
Accrued contingent consideration | 397 | 856 |
Accrued franchise, sales, use and property taxes | 199 | 103 |
Deferred revenue | 145 | 270 |
Other | 594 | 1,186 |
Accrued expenses and other liabilities | $ 38,519 | $ 36,771 |
Financial Statement Details - I
Financial Statement Details - Interest and Investment (Loss) Income, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Investment Income, Net [Abstract] | ||||
Unrealized (losses) gains from equity securities | $ (6,008) | $ (4) | $ 2,383 | $ 490 |
Interest income | 101 | 536 | 552 | 1,199 |
Investment amortization expense, net | (34) | (381) | (282) | (474) |
Realized (losses) gains on investments | 0 | (2) | 173 | (2) |
Interest and investment (loss) income, net | $ (5,941) | $ 149 | $ 2,826 | $ 1,213 |
Financial Instruments - Summary
Financial Instruments - Summary of Available-for-Sale Marketable Debt Securities (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 2,931 | $ 55,685 |
Gross Unrealized Gains | 58 | 93 |
Gross Unrealized Losses | (19) | (19) |
Fair Value | 2,970 | 55,759 |
Current Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,184 | 54,824 |
Gross Unrealized Gains | 3 | 4 |
Gross Unrealized Losses | (19) | (19) |
Fair Value | 2,168 | 54,809 |
Current Assets | Foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 344 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (18) | |
Fair Value | $ 326 | |
Weighted- Average Remaining Contractual Life (in years) | 6 months | |
Current Assets | Corporate debt securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 1,805 | 54,789 |
Gross Unrealized Gains | 0 | 2 |
Gross Unrealized Losses | (1) | (19) |
Fair Value | $ 1,804 | 54,772 |
Weighted- Average Remaining Contractual Life (in years) | 1 month 6 days | |
Current Assets | Mutual funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 35 | 35 |
Gross Unrealized Gains | 3 | 2 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 38 | 37 |
Noncurrent Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 747 | 861 |
Gross Unrealized Gains | 55 | 89 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 802 | 950 |
Noncurrent Assets | Foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 747 | 861 |
Gross Unrealized Gains | 55 | 89 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 802 | $ 950 |
Weighted- Average Remaining Contractual Life (in years) | 5 years 1 month 6 days |
Financial Instruments - Accumul
Financial Instruments - Accumulated Unrealized Losses on Debt Securities Classified as Available-for-Sale in Continuous Loss Position (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | $ 2,011 | $ 42,762 |
Less than 12 months, Gross Unrealized Losses | (2) | (19) |
More than 12 months, Estimated Fair Value | 0 | 0 |
More than 12 months, Gross Unrealized Losses | 0 | 0 |
Foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | 207 | |
Less than 12 months, Gross Unrealized Losses | (1) | |
More than 12 months, Estimated Fair Value | 0 | |
More than 12 months, Gross Unrealized Losses | 0 | |
Corporate debt securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | 1,804 | 42,762 |
Less than 12 months, Gross Unrealized Losses | (1) | (19) |
More than 12 months, Estimated Fair Value | 0 | 0 |
More than 12 months, Gross Unrealized Losses | $ 0 | $ 0 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Schedule Of Available For Sale Securities [Line Items] | |||
Unrealized gains (losses) from equity securities | $ 2,383,000 | $ 490,000 | |
Realized gains on sales of equity securities | 173,000 | (2,000) | |
Equity securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Investments in marketable equity securities with readily determinable fair values | 13,700,000 | $ 6,300,000 | |
Unrealized gains (losses) from equity securities | 2,400,000 | 500,000 | |
Realized gains on sales of equity securities | 200,000 | ||
Debt Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Other than temporary impairment losses | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 81,174 | $ 97,011 |
Contingent consideration | (419) | (972) |
Current Assets | Equity securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 13,680 | 6,337 |
Current Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 326 | |
Current Assets | Mutual funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 38 | 37 |
Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 64,524 | 34,915 |
Current Assets | Corporate debt securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,804 | 54,772 |
Noncurrent Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 802 | 950 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 77,556 | 42,239 |
Contingent consideration | 0 | 0 |
Level 1 | Current Assets | Equity securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 13,680 | 6,337 |
Level 1 | Current Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 326 | |
Level 1 | Current Assets | Mutual funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 38 | 37 |
Level 1 | Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 62,710 | 34,915 |
Level 1 | Current Assets | Corporate debt securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 1 | Noncurrent Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 802 | 950 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 3,618 | 54,772 |
Contingent consideration | 0 | 0 |
Level 2 | Current Assets | Equity securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 2 | Current Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Level 2 | Current Assets | Mutual funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 2 | Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,814 | 0 |
Level 2 | Current Assets | Corporate debt securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,804 | 54,772 |
Level 2 | Noncurrent Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Contingent consideration | (419) | (972) |
Level 3 | Current Assets | Equity securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | Current Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Level 3 | Current Assets | Mutual funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | Current Assets | Corporate debt securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | Noncurrent Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 0 | $ 0 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis Narrative (Detail) - USD ($) $ in Thousands | Feb. 25, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Non-marketable equity investment | $ 0 | $ 7,849 | |
Viracta Therapeutics, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Non-marketable equity investment | 7,800 | ||
Common Stock | Sunesis Pharmaceuticals, Inc. | Viracta Therapeutics, Inc. | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Preferred stock investment converted into common stock (in shares) | 1,562,604 | ||
Fair Value, Measurements, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets measured at fair value | 81,174 | 97,011 | |
Current Assets | Fair Value, Measurements, Recurring | Equity securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets measured at fair value | 13,680 | 6,337 | |
Current Assets | Fair Value, Measurements, Recurring | Viracta Therapeutics, Inc. | Equity securities | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets measured at fair value | 12,500 | ||
Current Assets | Cash and cash equivalents | Fair Value, Measurements, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets measured at fair value | 64,524 | $ 34,915 | |
Current Assets | Money Market Funds | Cash and cash equivalents | Fair Value, Measurements, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets measured at fair value | 23,700 | ||
Current Assets | Corporate debt securities | Cash and cash equivalents | Fair Value, Measurements, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets measured at fair value | $ 1,800 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in Carrying Amount of Contingent Consideration (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Roll Forward] | ||
Fair value, beginning of period | $ (972) | $ (1,725) |
Consideration paid | 419 | 0 |
Net decrease in fair value | 134 | 797 |
Fair value, end of period | $ (419) | $ (928) |
Collaboration and License Agr_2
Collaboration and License Agreements - Collaboration Agreements - Additional Information (Detail) - USD ($) $ in Millions | Nov. 12, 2021 | Feb. 22, 2021 | Feb. 28, 2018 | Jan. 31, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
National Cancer Institute (NCI) | 2015 CRADA | |||||||
Research and Development Arrangements with Federal Government [Line Items] | |||||||
Annual payment for support of research activities | $ 0.6 | ||||||
Payment for support of research activities | $ 0.6 | $ 0.6 | |||||
National Cancer Institute (NCI) | 2015 CRADA | Research and Development | |||||||
Research and Development Arrangements with Federal Government [Line Items] | |||||||
Payment for support of research activities | 0.5 | $ 0.5 | |||||
National Cancer Institute (NCI) | 2015 CRADA, Amendment | Subsequent Event | |||||||
Research and Development Arrangements with Federal Government [Line Items] | |||||||
Annual project funding amount | $ 1.3 | ||||||
Payable related for support of research activities, additional | $ 0.7 | ||||||
National Cancer Institute (NCI) | 2015 CRADA, Amendment | Research and Development | |||||||
Research and Development Arrangements with Federal Government [Line Items] | |||||||
Payment for support of research activities | 0.4 | ||||||
National Cancer Institute (NCI) | 2018 CRADA | |||||||
Research and Development Arrangements with Federal Government [Line Items] | |||||||
Estimated unpaid research and development expense | 0.5 | $ 0.6 | |||||
National Cancer Institute (NCI) | 2018 CRADA | Minimum | |||||||
Research and Development Arrangements with Federal Government [Line Items] | |||||||
Annual payment for support of research activities | $ 0.2 | ||||||
National Institute of Deafness and Communication Disorders (NIDCD) | 2021 CRADA | |||||||
Research and Development Arrangements with Federal Government [Line Items] | |||||||
Annual payment for support of research activities | $ 0.1 | ||||||
Payment for support of research activities | $ 0.1 |
Collaboration and License Agr_3
Collaboration and License Agreements - License Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | May 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Licensing Agreement [Line Items] | ||||||||
Research and development expense | $ 49,277,000 | $ 41,128,000 | $ 35,772,000 | $ 144,205,000 | $ 96,151,000 | |||
Infectious Disease Research Institute | ||||||||
Licensing Agreement [Line Items] | ||||||||
Non-refundable upfront cash payments | $ 2,000,000 | |||||||
Milestone payment, payable amount | $ 2,500,000 | |||||||
Milestone fees | 0 | |||||||
Infectious Disease Research Institute | Sponsored Research Agreement | ||||||||
Licensing Agreement [Line Items] | ||||||||
Research and development expense | 200,000 | 700,000 | ||||||
Infectious Disease Research Institute | Sponsored Research Agreement | Minimum | ||||||||
Licensing Agreement [Line Items] | ||||||||
Annual payment for support of research activities | $ 2,000,000 | |||||||
Infectious Disease Research Institute | Research and Development | ||||||||
Licensing Agreement [Line Items] | ||||||||
Non-refundable upfront cash payments | 2,000,000 | |||||||
Infectious Disease Research Institute, Amended and Restated Agreement | License Agreement Terms | ||||||||
Licensing Agreement [Line Items] | ||||||||
Non-refundable upfront cash payments | 1,500,000 | |||||||
Termination fee | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Milestone payment, amount | 4,000,000 | 4,000,000 | 4,000,000 | |||||
Research and development expense | 1,500,000 | |||||||
Infectious Disease Research Institute, Amended and Restated Agreement | License Agreement Terms | 2022 | ||||||||
Licensing Agreement [Line Items] | ||||||||
License maintenance fees | 3,000,000 | 3,000,000 | 3,000,000 | |||||
Infectious Disease Research Institute, Amended and Restated Agreement | License Agreement Terms | 2023 through 2030 | ||||||||
Licensing Agreement [Line Items] | ||||||||
License maintenance fees | 5,500,000 | 5,500,000 | 5,500,000 | |||||
iosBio Ltd. Exclusive License Agreement | ||||||||
Licensing Agreement [Line Items] | ||||||||
Accrued reimbursable costs payable | $ 200,000 | $ 200,000 | $ 200,000 | $ 500,000 |
Commitment and Contingencies -
Commitment and Contingencies - Contingent Consideration Related to Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 15, 2015 | Apr. 10, 2015 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Contingent consideration arrangements, payable | $ 397 | $ 397 | $ 856 | ||
Altor BioScience Corporation | Dr. Soon-Shiong and Related Party | |||||
Business Acquisition [Line Items] | |||||
Contingent value rights payable | 279,500 | 279,500 | |||
Altor BioScience Corporation | Contingent Value Rights Payable if Certain Conditions are met by December 31, 2022 | |||||
Business Acquisition [Line Items] | |||||
Contingent value rights payable | 304,000 | 304,000 | |||
Altor BioScience Corporation | Contingent Value Rights Payable if Certain Conditions are met on or before December 31, 2026 | |||||
Business Acquisition [Line Items] | |||||
Contingent value rights payable | 304,000 | 304,000 | |||
Minimum net sales milestone for contingent value rights payable | 1,000,000 | ||||
VivaBioCell | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage acquired | 100.00% | ||||
Business combination, consideration transferred | $ 700 | ||||
Maximum milestone payment due if certain conditions are met | $ 3,700 | ||||
Contingent consideration arrangements, earned | 800 | ||||
Contingent consideration arrangements, paid | 400 | ||||
Contingent consideration arrangements, payable | $ 400 | $ 400 |
Commitment and Contingencies _2
Commitment and Contingencies - Litigation - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Altor BioScience, LLC | ||
Litigation [Line Items] | ||
Accrual for dissenting shares | $ 7 | $ 6.8 |
Commitment and Contingencies _3
Commitment and Contingencies - Lease Arrangements - Additional Information (Detail) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2021USD ($)option | Sep. 30, 2021USD ($) | Oct. 01, 2021USD ($) | |
Lessee Lease Description [Line Items] | |||
Operating lease payments related to options to extend lease terms | $ 21,900 | ||
Future minimum lease obligation | $ 60,162 | 60,162 | |
557 South Douglas Street | |||
Lessee Lease Description [Line Items] | |||
Optional extended lease term | 7 years | ||
Future minimum lease obligation | $ 7,100 | $ 7,100 | |
557 South Douglas Street | Subsequent Event | |||
Lessee Lease Description [Line Items] | |||
Future minimum lease obligation | $ 5,200 | ||
557 South Douglas Street | Nant Capital | |||
Lessee Lease Description [Line Items] | |||
Initial term of lease arrangement | 7 years | 7 years | |
Options to extend number of terms | option | 2 | ||
Optional extended lease term | 7 years | ||
Minimum | |||
Lessee Lease Description [Line Items] | |||
Initial term of lease arrangement | 2 years | 2 years | |
Optional extended lease term | 1 year | 1 year | |
Maximum | |||
Lessee Lease Description [Line Items] | |||
Initial term of lease arrangement | 10 years | 10 years | |
Optional extended lease term | 7 years | 7 years |
Commitment and Contingencies _4
Commitment and Contingencies - Summary of Information Regarding Leases (Detail) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term | 7 years 8 months 12 days | 3 years 10 months 24 days |
Weighted average discount rate | 9.00% | 9.00% |
Commitment and Contingencies _5
Commitment and Contingencies - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lease, Cost [Abstract] | ||||
Operating lease costs | $ 1,546 | $ 863 | $ 5,410 | $ 4,269 |
Variable lease costs | 856 | 909 | 2,039 | 2,483 |
Total lease costs | $ 2,402 | $ 1,772 | $ 7,449 | $ 6,752 |
Commitment and Contingencies _6
Commitment and Contingencies - Schedule of Cash Paid for Amounts Included in Measurement of Lease Liabilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flow Operating Activities Lessee [Abstract] | ||
Cash paid for operating leases (excluding variable lease costs) | $ 5,878 | $ 4,222 |
Commitment and Contingencies _7
Commitment and Contingencies - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2021 (excluding the nine months ended September 30, 2021) | $ 2,162 |
2022 | 8,952 |
2023 | 7,462 |
2024 | 6,892 |
2025 | 6,550 |
Thereafter | 28,144 |
Total future minimum lease payments | 60,162 |
Less: Interest | 19,507 |
Less: Tenant improvement allowance receivable | 2,941 |
Present value of operating lease liabilities | $ 37,714 |
Related-Party Agreements - Summ
Related-Party Agreements - Summary of Outstanding Balances of Related-Party Agreements (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Total due from related parties | $ 1,304 | $ 2,003 |
Total due to related parties | 8,697 | 14,838 |
NantBio, Inc. | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | 1,294 | 1,294 |
Total due to related parties | 943 | 943 |
NantOmics LLC | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | 0 | 591 |
NantWorks | ||
Related Party Transaction [Line Items] | ||
Total due to related parties | 4,974 | 10,650 |
Duley Road, LLC | ||
Related Party Transaction [Line Items] | ||
Total due to related parties | 2,374 | 2,787 |
605 Nash, LLC | ||
Related Party Transaction [Line Items] | ||
Total due to related parties | 284 | 0 |
Immuno-Oncology Clinic, Inc. | ||
Related Party Transaction [Line Items] | ||
Total due to related parties | 122 | 271 |
Various | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | 10 | 118 |
Total due to related parties | $ 0 | $ 187 |
Related-Party Agreements - Addi
Related-Party Agreements - Additional Information (Detail) | Sep. 27, 2021USD ($)ft² | Apr. 01, 2021USD ($)ft² | Jan. 01, 2021USD ($)ft²Termoption | Sep. 30, 2021USD ($)option | Oct. 31, 2019USD ($) | Jul. 31, 2019USD ($) | Jan. 31, 2019USD ($)Term | Aug. 31, 2018 | Feb. 28, 2017USD ($)ft²Term | Sep. 30, 2016USD ($)ft²Term | Mar. 31, 2016USD ($) | Nov. 30, 2015USD ($)ft² | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2019ft² |
Related Party Transaction [Line Items] | |||||||||||||||||||
Selling, general and administrative expense | $ 29,625,000 | $ 45,275,000 | $ 19,596,000 | $ 107,345,000 | $ 47,436,000 | ||||||||||||||
Research and development expense | 49,277,000 | $ 41,128,000 | 35,772,000 | 144,205,000 | 96,151,000 | ||||||||||||||
Due to related parties | $ 8,697,000 | 8,697,000 | 8,697,000 | $ 14,838,000 | |||||||||||||||
Operating lease right-of-use assets | 34,099,000 | 34,099,000 | 34,099,000 | 18,138,000 | |||||||||||||||
Operating lease liabilities | 37,714,000 | 37,714,000 | 37,714,000 | ||||||||||||||||
Deferred revenue | 145,000 | 145,000 | 145,000 | 270,000 | |||||||||||||||
Prepaid lease rent | 672,000 | 672,000 | 672,000 | 589,000 | |||||||||||||||
Security deposits | 483,000 | 483,000 | 483,000 | 634,000 | |||||||||||||||
Sale leaseback transaction, capital contribution | 1,435,000 | 0 | |||||||||||||||||
Future minimum lease payments | $ 60,162,000 | $ 60,162,000 | $ 60,162,000 | ||||||||||||||||
Maximum | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Initial term of lease arrangement | 10 years | 10 years | 10 years | ||||||||||||||||
NantBio, Inc. | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | $ 1,300,000 | $ 1,300,000 | $ 1,300,000 | 1,300,000 | |||||||||||||||
Employee Bonuses Payment | NantBio, Inc. | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||
Employee Bonuses Payment | NantOmics LLC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | 0 | 0 | 0 | 600,000 | |||||||||||||||
Vendor Costs Payments | NantBio, Inc. | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | 300,000 | 300,000 | 300,000 | 300,000 | |||||||||||||||
NantWorks | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due to related parties | 4,974,000 | 4,974,000 | 4,974,000 | 10,650,000 | |||||||||||||||
Number of square foot of facility leased | ft² | 9,500 | ||||||||||||||||||
Base rent - monthly | $ 47,000 | ||||||||||||||||||
Percentage of annual increases of base rent | 3.00% | ||||||||||||||||||
NantWorks | Amendment to Extend Lease Term | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Base rent - monthly | $ 54,500 | ||||||||||||||||||
Percentage of annual increases of base rent | 3.00% | ||||||||||||||||||
Options to extend number of terms | option | 1 | ||||||||||||||||||
Operating lease right-of-use assets | $ 1,200,000 | ||||||||||||||||||
Operating lease liabilities | $ 1,200,000 | ||||||||||||||||||
Lease expense | 500,000 | 500,000 | |||||||||||||||||
NantWorks | Shared Services Agreement | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Selling, general and administrative expense | 1,200,000 | 600,000 | 4,200,000 | 4,500,000 | |||||||||||||||
Prepaid expenses | 1,500,000 | 1,500,000 | 1,500,000 | 1,100,000 | |||||||||||||||
NantWorks | Shared Services Agreement | Reimbursements | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Research and development expense | 0 | 600,000 | 400,000 | 1,800,000 | |||||||||||||||
Due to related parties | 5,000,000 | 5,000,000 | 5,000,000 | 10,700,000 | |||||||||||||||
Immuno-Oncology Clinic, Inc. | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Research and development expense | 600,000 | $ 200,000 | 1,400,000 | 400,000 | |||||||||||||||
Due to related parties | 100,000 | 100,000 | 100,000 | 300,000 | |||||||||||||||
Prepaid expenses | 2,600,000 | 2,600,000 | 2,600,000 | 4,700,000 | |||||||||||||||
Related party transaction installment payment | $ 1,900,000 | $ 3,800,000 | |||||||||||||||||
Related party transaction conditional payment | $ 1,900,000 | 1,900,000 | |||||||||||||||||
Immuno-Oncology Clinic, Inc. | Maximum | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Maximum payment due under contract | $ 7,500,000 | ||||||||||||||||||
Immuno-Oncology Clinic, Inc. | Prepaid Expenses and Other Current Assets | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Prepaid expenses and other current assets reclassified | 800,000 | 800,000 | 800,000 | ||||||||||||||||
Immuno-Oncology Clinic, Inc. | Research and Development | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Partial write down of prepaid expense | 1,900,000 | ||||||||||||||||||
NantBio, Inc. | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Research and development expense | 400,000 | ||||||||||||||||||
Due to related parties | 943,000 | 943,000 | 943,000 | 943,000 | |||||||||||||||
Annual amount due under contract | $ 600,000 | ||||||||||||||||||
NCSC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due to related parties | 900,000 | 900,000 | 900,000 | 900,000 | |||||||||||||||
Initial term of lease arrangement | 5 years | ||||||||||||||||||
Optional extended lease term | 1 year | ||||||||||||||||||
Revenue recognized | 300,000 | ||||||||||||||||||
Deferred revenue | 100,000 | 100,000 | 100,000 | 300,000 | |||||||||||||||
605 Doug St, LLC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 24,250 | ||||||||||||||||||
Base rent - monthly | $ 72,385 | ||||||||||||||||||
Percentage of annual increases of base rent | 3.00% | ||||||||||||||||||
Options to extend number of terms | Term | 1 | ||||||||||||||||||
Optional extended lease term | 3 years | ||||||||||||||||||
605 Doug St, LLC | Prepaid Expenses and Other Current Assets | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Prepaid lease rent | 100,000 | 100,000 | 100,000 | ||||||||||||||||
605 Doug St, LLC | Other Assets | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Security deposits | 100,000 | 100,000 | 100,000 | ||||||||||||||||
605 Doug St, LLC | Research and Development | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease expense | $ 700,000 | 700,000 | |||||||||||||||||
Duley Road, LLC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Base rent - monthly | $ 35,800 | ||||||||||||||||||
Percentage of annual increases of base rent | 3.00% | ||||||||||||||||||
Options to extend number of terms | Term | 2 | ||||||||||||||||||
Optional extended lease term | 5 years | ||||||||||||||||||
Duley Road, LLC | Altor BioScience Corporation | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 12,000 | ||||||||||||||||||
Base rent - monthly | $ 40,700 | ||||||||||||||||||
Percentage of annual increases of base rent | 3.00% | ||||||||||||||||||
Options to extend number of terms | Term | 2 | ||||||||||||||||||
Lease expense | 300,000 | $ 200,000 | |||||||||||||||||
Optional extended lease term | 5 years | ||||||||||||||||||
Duley Road, LLC | Altor BioScience Corporation | Due to Related Parties | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Rent payable | 1,200,000 | 1,200,000 | 1,200,000 | 1,000,000 | |||||||||||||||
Leasehold improvement payables | 900,000 | 900,000 | 900,000 | 700,000 | |||||||||||||||
Lease-related payables | 300,000 | 300,000 | 300,000 | 1,100,000 | |||||||||||||||
Duley Road, LLC | Other Assets | Altor BioScience Corporation | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Security deposits | 100,000 | 100,000 | 100,000 | ||||||||||||||||
Duley Road, LLC | Research and Development | Altor BioScience Corporation | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease expense | 400,000 | 400,000 | |||||||||||||||||
Duley Road, LLC | September 2019 Lease | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 5,650 | ||||||||||||||||||
Initial term of lease arrangement | 7 years | ||||||||||||||||||
Duley Road, LLC | July 2019 Lease | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 6,488 | ||||||||||||||||||
Initial term of lease arrangement | 7 years | ||||||||||||||||||
605 Nash, LLC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due to related parties | 284,000 | 284,000 | 284,000 | $ 0 | |||||||||||||||
605 Nash, LLC | Initial Premises | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 6,883 | ||||||||||||||||||
Base rent - monthly | $ 20,300 | ||||||||||||||||||
Percentage of annual increases of base rent | 3.00% | ||||||||||||||||||
Options to extend number of terms | Term | 1 | ||||||||||||||||||
Optional extended lease term | 3 years | ||||||||||||||||||
Rent abatement period | 7 months | ||||||||||||||||||
Tenant improvements incentive | $ 300,000 | ||||||||||||||||||
605 Nash, LLC | Initial Premises | Research and Development | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease expense | 200,000 | ||||||||||||||||||
605 Nash, LLC | Expansion Premises | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 57,760 | ||||||||||||||||||
Base rent - monthly | $ 170,400 | ||||||||||||||||||
Percentage of annual increases of base rent | 3.00% | ||||||||||||||||||
Optional extended lease term | 3 years | ||||||||||||||||||
Rent abatement period | 7 months | ||||||||||||||||||
Tenant improvements incentive | $ 2,600,000 | ||||||||||||||||||
605 Nash, LLC | Expansion Premises | Research and Development | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease expense | 1,000,000 | ||||||||||||||||||
605 Nash, LLC | Initial and Expansion Premises | Other Assets | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Security deposits | 200,000 | 200,000 | 200,000 | ||||||||||||||||
557 Doug St, LLC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 36,434 | ||||||||||||||||||
Base rent - monthly | $ 81,976 | ||||||||||||||||||
Percentage of annual increases of base rent | 3.00% | ||||||||||||||||||
Optional extended lease term | 7 years | ||||||||||||||||||
Period of rent free lease term | 2 years | ||||||||||||||||||
Prepayment of first month rent and security deposit | $ 200,000 | 200,000 | 200,000 | ||||||||||||||||
Future minimum lease payments | $ 7,100,000 | $ 7,100,000 | $ 7,100,000 | ||||||||||||||||
557 Doug St, LLC | Nant Capital | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Options to extend number of terms | option | 2 | ||||||||||||||||||
Initial term of lease arrangement | 7 years | 7 years | 7 years | ||||||||||||||||
Optional extended lease term | 7 years | ||||||||||||||||||
Sale-leaseback transaction, consideration transferred | $ 22,000,000 | ||||||||||||||||||
Sale-leaseback transaction, property taxes | 100,000 | ||||||||||||||||||
Sale leaseback transaction, net proceeds | 21,900,000 | ||||||||||||||||||
Sale leaseback transaction, independent appraisal value | 22,000,000 | ||||||||||||||||||
Sale leaseback transaction, net carrying value | $ 20,500,000 | ||||||||||||||||||
Sale leaseback transaction, capital contribution | $ 1,400,000 |
Related-Party Agreements - Su_2
Related-Party Agreements - Summary of Related-Party Notes Payable (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Outstanding Advances | $ 276,644 | |
Total Notes and Interest Payable | 303,240 | $ 254,353 |
Nant Capital | ||
Related Party Transaction [Line Items] | ||
Outstanding Advances | $ 55,226 | |
Interest Rate | 5.00% | |
Total Notes and Interest Payable | $ 60,632 | 58,482 |
Nant Capital | ||
Related Party Transaction [Line Items] | ||
Outstanding Advances | $ 50,000 | |
Interest Rate | 6.00% | |
Total Notes and Interest Payable | $ 53,009 | 50,764 |
Nant Capital | ||
Related Party Transaction [Line Items] | ||
Outstanding Advances | $ 40,000 | |
Interest Rate | 6.00% | |
Total Notes and Interest Payable | $ 40,000 | 0 |
NantMobile | ||
Related Party Transaction [Line Items] | ||
Outstanding Advances | $ 55,000 | |
Interest Rate | 3.00% | |
Total Notes and Interest Payable | $ 57,930 | 56,660 |
NantWorks | ||
Related Party Transaction [Line Items] | ||
Outstanding Advances | $ 43,418 | |
Interest Rate | 5.00% | |
Total Notes and Interest Payable | $ 53,402 | 51,546 |
NCSC | ||
Related Party Transaction [Line Items] | ||
Outstanding Advances | $ 33,000 | |
Interest Rate | 5.00% | |
Total Notes and Interest Payable | $ 38,267 | $ 36,901 |
Related-Party Agreements - Su_3
Related-Party Agreements - Summary of Related-Party Notes Payable Narrative (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Nant Capital | ||
Related Party Transaction [Line Items] | ||
Accrued and unpaid interest on note | $ 5.4 | $ 3.3 |
Nant Capital | ||
Related Party Transaction [Line Items] | ||
Accrued and unpaid interest on note | 3 | 0.8 |
Nant Capital | ||
Related Party Transaction [Line Items] | ||
Related party interest paid | 1.4 | |
NantMobile | ||
Related Party Transaction [Line Items] | ||
Accrued and unpaid interest on note | 2.9 | 1.7 |
NantWorks | ||
Related Party Transaction [Line Items] | ||
Accrued and unpaid interest on note | 10 | 8.1 |
NCSC | ||
Related Party Transaction [Line Items] | ||
Accrued and unpaid interest on note | $ 5.3 | $ 3.9 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) | Apr. 30, 2021USD ($) | Mar. 09, 2021$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020$ / shares |
Class Of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Proceeds from equity offering, net of issuance costs paid | $ | $ 136,948,000 | $ 86,302,000 | |||
Issuance of shares under ATM (in shares) | 10,216,978 | ||||
ATM Offering Program | |||||
Class Of Stock [Line Items] | |||||
Proceeds from equity offering, net of issuance costs paid | $ | $ 136,900,000 | ||||
Available for future stock issuance | $ | $ 359,000,000 | ||||
ATM Offering Program | Maximum | |||||
Class Of Stock [Line Items] | |||||
Maximum aggregate offering price | $ | $ 500,000,000 | ||||
Percentage of sales agent commission | 3.00% | ||||
2015 Share Repurchase Plan | |||||
Class Of Stock [Line Items] | |||||
Repurchase of common stock, shares (in shares) | 0 | 0 | |||
Remaining authorized repurchase amount | $ | $ 18,300,000 | ||||
2015 Plan | |||||
Class Of Stock [Line Items] | |||||
Total shares reserved for future issuance (in shares) | 11,300,000 | ||||
NC 2015 Plan | |||||
Class Of Stock [Line Items] | |||||
Total shares reserved for future issuance (in shares) | 0 | ||||
NC 2015 Plan | RSUs | |||||
Class Of Stock [Line Items] | |||||
Total shares reserved for future issuance (in shares) | 5,800,000 | ||||
NC 2015 Plan | Stock Options | |||||
Class Of Stock [Line Items] | |||||
Total shares reserved for future issuance (in shares) | 600,000 | ||||
NantCell | |||||
Class Of Stock [Line Items] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Merger exchange ratio | 0.8190 | ||||
Shares issued (in shares) | 273,700,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 10, 2021$ / sharesshares | May 03, 2021installment$ / sharesshares | Mar. 29, 2021USD ($)directorshares | Mar. 18, 2021USD ($) | Mar. 09, 2021shares | Mar. 04, 2021shares | Feb. 05, 2021Award$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ | $ 13,840 | $ 714 | $ 47,001 | $ 1,516 | ||||||||
Granted (in shares) | shares | 1,069,940 | |||||||||||
Granted (in dollars per share) | $ / shares | $ 21.38 | |||||||||||
Proceeds from stock options exercised | $ | $ 5,110 | 917 | ||||||||||
Vested and exercisable (in shares) | shares | 3,082,660 | 3,082,660 | 4,345,497 | |||||||||
Research and development | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ | $ 4,928 | 78 | $ 16,361 | 186 | ||||||||
Selling General and Administrative Expenses | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ | 8,912 | 636 | 30,640 | 1,330 | ||||||||
Modification of Stock Options Associated with Postponement of Termination Date | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ | $ 2,700 | |||||||||||
Modification of Stock Options Associated with Resignation | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of board of directors resignation | director | 2 | |||||||||||
Modified options exercisable period | 90 days | |||||||||||
Non-employee Director | Modification of Stock Options Associated with Resignation | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ | $ 2,300 | |||||||||||
Stock Options | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Unrecognized compensation cost related to unvested stock options | $ | 13,700 | $ 13,700 | ||||||||||
Weighted-average period for recognition | 2 years 2 months 12 days | |||||||||||
Aggregate intrinsic value of stock option exercised | $ | $ 21,200 | |||||||||||
Proceeds from stock options exercised | $ | $ 5,000 | |||||||||||
Stock Options | First Anniversary | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vested number of shares (in shares) | shares | 250,000 | |||||||||||
Vesting rights, percentage | 33.00% | |||||||||||
Stock Options | Second Anniversary | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vested number of shares (in shares) | shares | 250,000 | |||||||||||
Vesting rights, percentage | 33.00% | |||||||||||
Stock Options | Thrid Anniversary | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vested number of shares (in shares) | shares | 250,000 | |||||||||||
Vesting rights, percentage | 33.00% | |||||||||||
Stock Options | Modification of Stock Options Associated with Resignation | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vested number of shares (in shares) | shares | 83,333 | |||||||||||
Stock Options | Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of vesting installments | installment | 3 | |||||||||||
Stock Options | Chairman and Board of Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting rights, percentage | 100.00% | |||||||||||
RSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Grants of restricted stock (in units) | shares | 8,351,301 | |||||||||||
Stock-based compensation expense | $ | 12,025 | $ 166 | $ 37,221 | $ 640 | ||||||||
Vested number of shares (in shares) | shares | 83,333 | |||||||||||
Weighted-average period for recognition | 3 years 8 months 12 days | |||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | $ 134,300 | $ 134,300 | ||||||||||
Aggregate intrinsic value, vested | $ | 10,700 | |||||||||||
Estimated benefit at grant date fair value | $ | 4,000 | |||||||||||
Deemed dividends | $ | $ 800 | |||||||||||
RSUs | First Anniversary | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting rights, percentage | 33.00% | |||||||||||
RSUs | Second Anniversary | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting rights, percentage | 33.00% | |||||||||||
RSUs | Thrid Anniversary | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Vesting rights, percentage | 33.00% | |||||||||||
Warrants | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of warrants outstanding (in warrants) | shares | 1,638,000 | 1,638,000 | ||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.24 | $ 3.24 | ||||||||||
Fair value of warrants | $ | $ 18,000 | $ 18,000 | ||||||||||
2015 Equity Incentive Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock reserved for future grants (in shares) | shares | 5,300,000 | 5,300,000 | ||||||||||
Number of awards granted | Award | 2 | |||||||||||
2015 Equity Incentive Plan | Stock Options | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Granted (in shares) | shares | 750,000 | |||||||||||
Granted (in dollars per share) | $ / shares | $ 23.72 | |||||||||||
2015 Equity Incentive Plan | Stock Options | Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Granted (in shares) | shares | 21,873 | |||||||||||
Granted (in dollars per share) | $ / shares | $ 17.24 | |||||||||||
2015 Equity Incentive Plan | Stock Options | Chairman and Board of Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Granted (in shares) | shares | 26,064 | |||||||||||
Granted (in dollars per share) | $ / shares | $ 14.91 | |||||||||||
2015 Equity Incentive Plan | RSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Grants of restricted stock (in units) | shares | 400,000 | |||||||||||
First RSU Award | RSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Shares issued (in shares) | shares | 150,000 | |||||||||||
Second RSU Award | RSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Shares issued (in shares) | shares | 250,000 | |||||||||||
NantCell | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Merger exchange ratio | 0.8190 | |||||||||||
Shares issued (in shares) | shares | 273,700,000 | |||||||||||
NantCell | RSUs | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ | $ 33,000 | |||||||||||
NantCell | RSUs | Research and development | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ | 16,600 | |||||||||||
NantCell | RSUs | Selling General and Administrative Expenses | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation expense | $ | $ 16,400 | |||||||||||
NantCell | RSUs | Minimum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Share-based compensation arrangement by share-based payment award, award requisite service period | 6 months | |||||||||||
NantCell | RSUs | Maximum | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Share-based compensation arrangement by share-based payment award, award requisite service period | 70 months | |||||||||||
NantCell | NC 2015 Plan | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Grants of restricted stock (in units) | shares | 7,121,110 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Based Compensation Expenses Related to Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 13,840 | $ 714 | $ 47,001 | $ 1,516 |
Research and development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 4,928 | 78 | 16,361 | 186 |
Selling, general and administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 8,912 | 636 | 30,640 | 1,330 |
Stock options | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,815 | 548 | 9,780 | 876 |
RSUs | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 12,025 | $ 166 | $ 37,221 | $ 640 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Options | ||
Outstanding, beginning balance (in shares) | shares | 4,996,284 | |
Granted (in shares) | shares | 1,069,940 | |
Exercised (in shares) | shares | (1,747,962) | |
Expired/forfeited (in shares) | shares | (123,994) | |
Outstanding, ending balance (in shares) | shares | 4,194,268 | 4,996,284 |
Vested and exercisable (in shares) | shares | 3,082,660 | 4,345,497 |
Weighted- Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 9.96 | |
Granted (in dollars per share) | $ / shares | 21.38 | |
Exercised (in dollars per share) | $ / shares | 3.90 | |
Expired/forfeited (in dollars per share) | $ / shares | 10.07 | |
Outstanding, ending balance (in dollars per share) | $ / shares | 15.44 | $ 9.96 |
Vested and exercisable (in dollars per share) | $ / shares | $ 13.78 | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ | $ 29,746 | |
Outstanding, ending balance | $ | 10,434 | $ 29,746 |
Vested and exercisable | $ | $ 9,823 | |
Weighted- Average Remaining Contractual Life (in years) | ||
Outstanding | 5 years 6 months | 4 years 8 months 12 days |
Vested and exercisable | 4 years 1 month 6 days |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-average Assumption Related to Employee Stock Options (Detail) - Stock Options | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term | 5 years 10 months 24 days |
Risk-free interest rate | 0.70% |
Expected volatility | 101.00% |
Dividend yield | 0.00% |
Weighted-average grant date fair value (in dollars per share) | $ 16.80 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs Activity (Detail) - Outstanding RSUs | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Number of Units | |
Nonvested, beginning balance (in units) | shares | 466,842 |
Granted (in units) | shares | 8,351,301 |
Vested (in units) | shares | (621,364) |
Forfeited/canceled (in units) | shares | (1,120,377) |
Nonvested, ending balance (in units) | shares | 7,076,402 |
Weighted- Average Grant Date Fair Value | |
Nonvested, beginning balance (in dollars per unit) | $ / shares | $ 2.52 |
Granted (in dollars per unit) | $ / shares | 23.93 |
Vested (in dollars per unit) | $ / shares | 17.62 |
Forfeited/canceled (in dollars per unit) | $ / shares | 24.72 |
Nonvested, ending balance (in dollars per unit) | $ / shares | $ 22.95 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax [Line Items] | |||||
Income tax benefit (expense) | $ 0 | $ (6,000) | $ 1,700,000 | $ (8,000) | $ 1,637,000 |
Federal statutory tax rate | 21.00% | ||||
Company's effective tax rate | 0.00% | ||||
United States | |||||
Income Tax [Line Items] | |||||
Income tax benefit (expense) | $ 0 | ||||
Italy | |||||
Income Tax [Line Items] | |||||
Income tax benefit (expense) | 0 | ||||
South Korea | |||||
Income Tax [Line Items] | |||||
Income tax benefit (expense) | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - 420 Nash, LLC | Oct. 01, 2021USD ($)ft²Term |
Subsequent Event [Line Items] | |
Number of square foot of facility leased | ft² | 19,125 |
Subsequent Event | |
Subsequent Event [Line Items] | |
Base rent - monthly | $ 38,250 |
Percentage of annual increases of base rent | 3.00% |
Tenant improvements incentive | $ 15,000 |
Options to extend number of terms | Term | 2 |
Optional extended lease term | 5 years |