Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 14, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 844 | ||
Local Phone Number | 696-5235 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | IBRX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 315.9 | ||
Entity Common Stock, Shares Outstanding | 673,952,278 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE As noted herein, the information called for by Part III of this Annual Report is incorporated by reference to specified portions of the registrant’s definitive proxy statement to be filed in conjunction with the registrant’s 2024 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2023. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001326110 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 265,453 | $ 104,641 |
Marketable securities | 1,009 | 2,543 |
Due from related parties | 2,019 | 1,890 |
Prepaid expenses and other current assets (including amounts with related parties) | 25,603 | 31,503 |
Total current assets | 294,084 | 140,577 |
Marketable securities, noncurrent | 891 | 840 |
Property, plant and equipment, net | 146,082 | 143,659 |
Intangible assets, net | 17,093 | 20,003 |
Convertible note receivable | 6,879 | 6,629 |
Operating lease right-of-use assets, net (including amounts with related parties) | 36,543 | 45,788 |
Other assets (including amounts with related parties) | 2,880 | 4,860 |
Total assets | 504,452 | 362,356 |
Current liabilities: | ||
Accrued expenses and other liabilities | 42,708 | 41,825 |
Related-party promissory notes, net of discounts and deferred issuance costs (Note 10) | 0 | 431,901 |
Operating lease liabilities (including amounts with related parties) | 5,244 | 2,650 |
Total current liabilities | 58,283 | 500,861 |
Related-party nonconvertible note, net of discount (Note 10) | 104,586 | 0 |
Related-party convertible notes and accrued interest, net of discount (Note 10) | 576,951 | 241,271 |
Revenue interest liability (Note 9) | 155,415 | 0 |
Derivative liabilities (Note 9 and Note 10) | 35,333 | 0 |
Operating lease liabilities, less current portion (including amounts with related parties) | 39,942 | 47,951 |
Warrant liabilities | 118,770 | 21,636 |
Other liabilities | 1,109 | 457 |
Total liabilities | 1,090,389 | 812,176 |
Commitments and contingencies (Note 7) | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value; 1,350,000,000 and 900,000,000 shares authorized as of December 31, 2023 and 2022, respectively; 670,867,344 and 421,569,115 shares issued and outstanding as of December 31, 2023 and 2022, respectively; excluding 163,800 treasury stock shares outstanding as of December 31, 2023 and 2022 | 67 | 42 |
Additional paid-in capital | 2,374,620 | 1,930,936 |
Accumulated deficit | (2,961,684) | (2,378,488) |
Accumulated other comprehensive income | 10 | 183 |
Total ImmunityBio stockholders’ deficit | (586,987) | (447,327) |
Noncontrolling interests | 1,050 | (2,493) |
Total stockholders’ deficit | (585,937) | (449,820) |
Total liabilities and stockholders’ deficit | 504,452 | 362,356 |
Nonrelated Party | ||
Current liabilities: | ||
Accounts payable | 9,195 | 21,016 |
Related Party | ||
Current assets: | ||
Due from related parties | 2,019 | 1,890 |
Current liabilities: | ||
Accounts payable | $ 1,136 | $ 3,469 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Oct. 18, 2023 | Dec. 31, 2022 | Mar. 09, 2021 |
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized (in shares) | 1,350,000,000 | 900,000,000 | 900,000,000 | |
Common stock, shares issued (in shares) | 670,867,344 | 421,569,115 | ||
Common stock, shares outstanding (in shares) | 670,867,344 | 421,569,115 | ||
Treasury stock, shares outstanding (in shares) | 163,800 | 163,800 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 622 | $ 240 | $ 934 |
Operating expenses: | |||
Research and development (including amounts with related parties) | 232,366 | 248,149 | 195,958 |
Selling, general and administrative (including amounts with related parties) | 129,620 | 102,708 | 135,256 |
Impairment of intangible assets | 886 | 681 | 0 |
Total operating expenses | 362,872 | 351,538 | 331,214 |
Loss from operations | (362,250) | (351,298) | (330,280) |
Other expense, net: | |||
Interest and investment income (loss), net | 1,131 | (3,090) | (4,100) |
Interest expense (including amounts with related parties) | (129,198) | (63,515) | (14,849) |
Loss on equity method investment | (7,549) | (12,107) | (803) |
Change in fair value of warrant liabilities | (47,600) | 13,460 | 0 |
Change in fair value of related-party convertible note | (36,203) | 0 | 0 |
Other (expense) income, net (including amounts with related parties) | (2,223) | (736) | 193 |
Total other expense, net | (221,642) | (65,988) | (19,559) |
Loss before income taxes and noncontrolling interests | (583,892) | (417,286) | (349,839) |
Income tax benefit (expense) | 40 | (34) | (9) |
Net loss | (583,852) | (417,320) | (349,848) |
Net loss attributable to noncontrolling interests, net of tax | (656) | (753) | (3,058) |
Net loss attributable to ImmunityBio common stockholders | $ (583,196) | $ (416,567) | $ (346,790) |
Net loss per ImmunityBio common share - basic (in dollars per share) | $ (1.15) | $ (1.04) | $ (0.89) |
Net loss per ImmunityBio common share - diluted (in dollars per share) | $ (1.15) | $ (1.04) | $ (0.89) |
Weighted-average number of common shares used in computing net loss per share – basic (in shares) | 508,635,592 | 399,900,374 | 389,234,156 |
Weighted-average number of common shares used in computing net loss per share – diluted (in shares) | 508,635,592 | 399,900,374 | 389,234,156 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (583,852) | $ (417,320) | $ (349,848) |
Other comprehensive (loss) income, net of income taxes: | |||
Net unrealized gains (losses) on available-for-sale securities | 60 | (183) | (13) |
Reclassification of net realized gains (losses) on available-for-sale securities included in net loss | (15) | 124 | 0 |
Foreign currency translation adjustments | (218) | 238 | (105) |
Total other comprehensive (loss) income | (173) | 179 | (118) |
Comprehensive loss | (584,025) | (417,141) | (349,966) |
Less: Comprehensive loss attributable to noncontrolling interests | 656 | 753 | 3,058 |
Comprehensive loss attributable to ImmunityBio common stockholders | $ (583,369) | $ (416,388) | $ (346,908) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | ATM Offering Program | Registered Direct Offering | Revenue Interest Purchase Agreement | Total ImmunityBio Stockholders’ Deficit | Total ImmunityBio Stockholders’ Deficit ATM Offering Program | Total ImmunityBio Stockholders’ Deficit Registered Direct Offering | Total ImmunityBio Stockholders’ Deficit Revenue Interest Purchase Agreement | Common Stock | Common Stock ATM Offering Program | Common Stock Registered Direct Offering | Common Stock Revenue Interest Purchase Agreement | Additional Paid-in Capital | Additional Paid-in Capital ATM Offering Program | Additional Paid-in Capital Registered Direct Offering | Additional Paid-in Capital Revenue Interest Purchase Agreement | Accumulated Deficit | Accumulated Other Comprehensive Income | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2020 | 382,243,142 | ||||||||||||||||||
Beginning balance at Dec. 31, 2020 | $ (118,490) | $ (119,808) | $ 38 | $ 1,495,163 | $ (1,615,131) | $ 122 | $ 1,318 | ||||||||||||
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward] | |||||||||||||||||||
Issuance of common stock, net (in shares) | 13,295,817 | ||||||||||||||||||
Issuance of common stock, net | $ 164,530 | $ 164,530 | $ 2 | $ 164,528 | |||||||||||||||
Stock-based compensation expense | 57,181 | 57,181 | 57,181 | ||||||||||||||||
Exercise of stock options (in shares) | 1,695,638 | ||||||||||||||||||
Exercise of stock options | 5,461 | 5,461 | 5,461 | ||||||||||||||||
Vesting of restricted stock units (RSUs) (in shares) | 873,058 | ||||||||||||||||||
Net share settlement for RSUs vesting (in shares) | (277,611) | ||||||||||||||||||
Net share settlement for RSUs vesting | (4,064) | (4,064) | (4,064) | ||||||||||||||||
Sales of assets to an entity under common control | 1,435 | 1,435 | 1,435 | ||||||||||||||||
Gain on extinguishment of debt with related parties under common control | 0 | ||||||||||||||||||
Other comprehensive income (loss), net of tax | (118) | (118) | (118) | ||||||||||||||||
Net loss | (349,848) | (346,790) | (346,790) | (3,058) | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 397,830,044 | ||||||||||||||||||
Ending balance at Dec. 31, 2021 | (243,913) | (242,173) | $ 40 | 1,719,704 | (1,961,921) | 4 | (1,740) | ||||||||||||
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward] | |||||||||||||||||||
Issuance of common stock, net (in shares) | 2,051,894 | 9,090,909 | |||||||||||||||||
Issuance of common stock, net | 13,129 | $ 13,007 | 13,129 | $ 13,007 | $ 1 | 13,129 | $ 13,006 | ||||||||||||
Issuance of common stock in exchange for notes payable (in shares) | 9,986,920 | ||||||||||||||||||
Issuance of common stock in exchange for notes payable (Note 10) | 51,947 | 51,947 | $ 1 | 51,946 | |||||||||||||||
Stock-based compensation expense | 40,179 | 40,179 | 40,179 | ||||||||||||||||
Exercise of stock options (in shares) | 14,767 | ||||||||||||||||||
Exercise of stock options | 74 | 74 | 74 | ||||||||||||||||
Vesting of restricted stock units (RSUs) (in shares) | 521,296 | ||||||||||||||||||
Net share settlement for RSUs vesting (in shares) | (156,011) | ||||||||||||||||||
Net share settlement for RSUs vesting | (616) | (616) | (616) | ||||||||||||||||
Shares issued pursuant to litigation settlement (in shares) | 2,229,296 | ||||||||||||||||||
Shares issued pursuant to litigation settlement | 10,656 | 10,656 | 10,656 | ||||||||||||||||
Gain on extinguishment of debt with related parties under common control | 82,858 | 82,858 | 82,858 | ||||||||||||||||
Other comprehensive income (loss), net of tax | 179 | 179 | 179 | ||||||||||||||||
Net loss | $ (417,320) | (416,567) | (416,567) | (753) | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 421,569,115 | 421,569,115 | |||||||||||||||||
Ending balance at Dec. 31, 2022 | $ (449,820) | (447,327) | $ 42 | 1,930,936 | (2,378,488) | 183 | (2,493) | ||||||||||||
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward] | |||||||||||||||||||
Issuance of common stock, net (in shares) | 5,605,323 | 28,641,911 | 2,432,894 | ||||||||||||||||
Issuance of common stock, net | $ 16,106 | $ 36,931 | $ 11,581 | $ 16,106 | $ 36,931 | $ 11,581 | $ 1 | $ 3 | $ 16,105 | $ 36,928 | $ 11,581 | ||||||||
Issuance of common stock in exchange for notes payable (in shares) | 209,291,936 | ||||||||||||||||||
Issuance of common stock in exchange for notes payable (Note 10) | 269,987 | 269,987 | $ 21 | 269,966 | |||||||||||||||
Gain on debt extinguishment with related-parties under common control (Note 10) | 36,110 | 36,110 | 36,110 | ||||||||||||||||
Increase in fair value of embedded conversion feature from debt modification with entities under common control (Note 10) | 31,179 | 31,179 | 31,179 | ||||||||||||||||
Stock-based compensation expense | $ 49,163 | 49,163 | 49,163 | ||||||||||||||||
Exercise of stock options (in shares) | 184,362 | 184,362 | |||||||||||||||||
Exercise of stock options | $ 294 | 294 | 294 | ||||||||||||||||
Vesting of restricted stock units (RSUs) (in shares) | 4,545,644 | ||||||||||||||||||
Net share settlement for RSUs vesting (in shares) | (1,403,841) | ||||||||||||||||||
Net share settlement for RSUs vesting | (3,443) | (3,443) | (3,443) | ||||||||||||||||
Gain on extinguishment of debt with related parties under common control | 36,110 | ||||||||||||||||||
Change in ownership interest in a joint venture due to legal settlement (Note 7) | 0 | (4,199) | (4,199) | 4,199 | |||||||||||||||
Other comprehensive income (loss), net of tax | (173) | (173) | (173) | ||||||||||||||||
Net loss | $ (583,852) | (583,196) | (583,196) | (656) | |||||||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 670,867,344 | 670,867,344 | |||||||||||||||||
Ending balance at Dec. 31, 2023 | $ (585,937) | $ (586,987) | $ 67 | $ 2,374,620 | $ (2,961,684) | $ 10 | $ 1,050 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficit Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
At-the-Market | |||
Commissions and offering costs | $ 457 | $ 302 | $ 4,674 |
Registered Direct Offering | |||
Commissions and offering costs | 3,535 | $ 1,897 | |
Revenue Interest Purchase Agreement | |||
Commissions and offering costs | $ 473 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | |||
Net loss | $ (583,852) | $ (417,320) | $ (349,848) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 49,163 | 40,179 | 57,181 |
Change in fair value of warrant liabilities | 47,600 | (13,460) | 0 |
Amortization of related-party notes discounts | 42,396 | 16,282 | 62 |
Change in fair value of convertible note | 36,203 | 0 | 0 |
Depreciation and amortization | 18,512 | 18,260 | 14,238 |
Non-cash interest items, net (including amounts with related parties) | 9,189 | 11,746 | 12,417 |
Non-cash lease expense related to operating lease right-of-use assets | 6,112 | 5,932 | 4,884 |
Transaction costs allocated to warrant liabilities | 2,010 | 1,082 | 0 |
Unrealized losses on equity securities | 1,591 | 4,190 | 4,615 |
Impairment of intangible assets | 886 | 681 | 0 |
Amortization of premiums, net of discounts, on marketable debt securities | (137) | 1,318 | 403 |
Impairment of fixed assets | 0 | 1,333 | 0 |
Other | (407) | 269 | 741 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 5,958 | (16,557) | (2,249) |
Other assets | 1,913 | 1,998 | (3,977) |
Accounts payable | (6,476) | 8,000 | (3,717) |
Accrued expenses and other liabilities | 6,689 | 4,102 | 5,182 |
Related parties | (1,129) | (1,225) | (10,187) |
Operating lease liabilities | (2,978) | (4,319) | (4,164) |
Net cash used in operating activities | (366,757) | (337,509) | (274,419) |
Investing activities: | |||
Purchases of property, plant and equipment | (30,584) | (78,162) | (33,563) |
Purchase of intangible assets | 0 | (21,229) | 0 |
Proceeds from sales of property, plant and equipment | 0 | 0 | 20,498 |
Purchases of marketable debt securities, available-for-sale | (10,358) | (34,312) | (141,750) |
Maturities of marketable debt securities, available for sale | 10,100 | 128,188 | 56,166 |
Proceeds from sales of marketable debt and equity securities | 372 | 33,812 | 13,763 |
Investment in joint venture – an equity method investment | 0 | (1,000) | 0 |
Net cash (used in) provided by investing activities | (30,470) | 27,297 | (84,886) |
Financing activities: | |||
Proceeds from issuance of related-party promissory notes net of issuance costs paid | 258,700 | 174,125 | 338,500 |
Proceeds from the RIPA, net of transaction costs | 192,764 | 0 | 0 |
Proceeds from exercises of stock options | 294 | 74 | 5,461 |
Net share settlement for RSUs vesting | (3,443) | (616) | (4,064) |
Principal payments of finance leases | (77) | (58) | 0 |
Sale of assets to an entity under common control | 0 | 0 | 1,435 |
Payment for contingent consideration | 0 | (339) | (419) |
Net cash provided by financing activities | 558,341 | 233,613 | 505,443 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (292) | 284 | 48 |
Net change in cash, cash equivalents, and restricted cash | 160,822 | (76,315) | 146,186 |
Cash, cash equivalents, and restricted cash, beginning of year | 104,965 | 181,280 | 35,094 |
Cash, cash equivalents, and restricted cash, end of year | 265,787 | 104,965 | 181,280 |
Reconciliation of cash, cash equivalents, and restricted cash, end of year: | |||
Cash and cash equivalents | 265,453 | 104,641 | 181,101 |
Restricted cash (Note 2) | 334 | 324 | 179 |
Cash, cash equivalents, and restricted cash, end of year | 265,787 | 104,965 | 181,280 |
Supplemental disclosure of cash flow information: | |||
Interest | 77,192 | 35,442 | 2,106 |
Income taxes | 8 | 2 | 9 |
Supplemental disclosure of non-cash activities: | |||
Conversion of related-party convertible notes and accrued interest, net of unamortized discount, into equity | 269,987 | 51,947 | 0 |
Initial measurement of warrants issued in connection with registered direct offerings accounted for as liabilities | 49,534 | 35,096 | 0 |
Gain on extinguishment of debt with related parties under common control | 36,110 | 82,858 | 0 |
Increase in fair value of embedded conversion feature from debt modification | 31,179 | 0 | 0 |
Common stock issuance discount related to the revenue interest liability | 2,039 | 0 | 0 |
Property and equipment purchases included in accounts payable, accrued expenses and due to related parties | 1,156 | 12,693 | 11,654 |
Right-of-use assets obtained in exchange for operating lease liabilities | 0 | 14,798 | 23,069 |
Right-of-use assets disposed in exchange for operating lease liabilities | (3,777) | 0 | 0 |
Common stock issued pursuant to litigation settlement | 0 | 10,656 | 0 |
Unpaid offering and transaction costs included in accounts payable and accrued expenses | 255 | 277 | 0 |
Cashless exercise of stock options | 0 | 0 | 1,035 |
Accrued investment in joint venture | 0 | 0 | 1,000 |
Private Placement and At The Market Offerings | |||
Financing activities: | |||
Issuance of common stock | 100,561 | 60,427 | 164,530 |
Stock Purchase and Option Agreement | |||
Financing activities: | |||
Issuance of common stock | $ 9,542 | $ 0 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business In these notes to the consolidated financial statements, the terms “ImmunityBio,” “the company,” “the combined company,” “we,” “us,” and “our” refer to ImmunityBio and subsidiaries. Our Business We are an integrated clinical-stage biotechnology company discovering, developing, and commercializing next-generation immuno- and cellular therapies that bolster the natural immune system to drive and sustain an immune response. Using our proprietary platforms that amplify both the innate and adaptive branches of the immune system, our teams of clinical, scientific, and manufacturing experts, advance novel therapies and vaccines aimed at defeating urologic and other cancers, as well as infectious diseases. Although such designations may not lead to a faster development process or regulatory review and may not increase the likelihood that a product candidate will receive approval, N-803 (Anktiva), our lead biologic commercial product candidate, has received Breakthrough Therapy and Fast Track designations and is currently under review by the FDA for treatment in combination with BCG of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease and has a new user fee goal date (PDUFA date) of April 23, 2024. Our platforms and their associated product candidates are designed to attack cancer and infectious pathogens by activating both the innate immune system, including—NK cells, dendritic cells, and macrophages, as well as—the adaptive immune system comprising—B and T cells,—in an orchestrated manner. The goal of this potentially best-in-class approach is to generate immunogenic cell death thereby eliminating rogue cells from the body whether they are cancerous or virally-infected. Our ultimate goal is to overcome the limitations of current treatments, such as checkpoint inhibitors, and/or reduce the need for standard high-dose chemotherapy in cancer by employing this coordinated approach to establish “immunological memory” that confers long-term benefit for the patient. Our proprietary platforms for the development of biologic product candidates include: (i) antibody-cytokine fusion proteins, (ii) DNA, RNA, and recombinant protein vaccines, and (iii) cell therapies. These platforms have generated 9 novel therapeutic agents for which clinical trials are either underway or planned in solid and liquid tumors. Specifically, our clinical focus includes bladder, lung, and colorectal cancers and GBM, which are among the most frequent and lethal cancer types, and where there are high failure rates for existing standards of care or no available effective treatment. Our lead biologic commercial product candidate Anktiva is an IL-15 superagonist antibody-cytokine fusion protein. In May 2022, we announced the submission of a BLA to the FDA for Anktiva in combination with BCG for the treatment of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease . On May 9, 2023, the FDA delivered a CRL to us regarding the BLA filed in May 2022, indicating that the FDA had determined that it could not approve the original BLA submission in its initial form, and the FDA made recommendations to address the issues raised. The deficiencies in the CRL related to the FDA’s pre-license inspection of the company’s third-party CMOs, among other items. Satisfactory resolution of the observations noted at the pre-license inspection would be required before the BLA could be approved. At the time, the FDA further provided recommendations specific to additional CMC issues and assays to be resolved. The CRL did not request new preclinical studies or Phase III clinical trials to evaluate safety or efficacy. The FDA requested that the company provide updated duration of response data for the efficacy population as identified by the FDA in the company’s resubmission, as well as a safety update. On October 23, 2023, we announced that we had completed the resubmission of the BLA addressing the issues in the CRL. As part of our resubmission, we provided an update of the duration of response regarding the responders identified by the FDA in the efficacy population for BCG unresponsive subjects with high-risk CIS disease. On October 26, 2023, we announced that the FDA had accepted our BLA resubmission for review and considered it as a complete response to the CRL. The FDA has set a new user fee goal date (PDUFA date) of April 23, 2024. While we believe the BLA resubmission addresses the issues identified in the CRL, there is no guarantee that the FDA will ultimately agree that such issues have been successfully addressed and resolved. It is unclear when the FDA will approve our BLA, if at all. The Merger On December 21, 2020 , NantKwest and NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) ( NantCell) entered into an Agreement and Plan of Merger (the Merger Agreement ), pursuant to which NantKwest and NantCell agreed to combine their 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 using the Exchange Ratio into newly issued shares of 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, RSU or warrant to purchase NantCell common stock was converted using the Exchange Ratio into an option, RSU or warrant, 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 NantKwest 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, the symbol for shares of the company’s common stock was changed to “IBRX.” During the year ended December 31, 2021, w e recorded $13.0 million of costs i n connection with the Merger in selling, general and administrative expense , on the consolidated statement of operations, consisting of financial advisory, legal and other professional fees. Accounting Treatment of the Merger The Merger represents a business combination pursuant to ASC 805-50, which was 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 recast our prior period financial statements for the year ended December 31, 2021 to reflect the conveyance of NantCell’s common shares as if the Merger had occurred as of the earliest date of the consolidated financial statements presented. All material intercompany accounts and transactions have been eliminated in consolidation. The following table provides the impact of the change in reporting entity on our unaudited condensed consolidated statement of operations for the three months ended March 31, 2021 (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) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. Certain items in the prior years’ consolidated financial statements have been reclassified to conform to the current presentation. These reclassifications had no effect on the reported results of operations. The 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. Principles of Consolidation The consolidated financial statements include the accounts of the company, its wholly-owned subsidiaries, and a VIE for which the company is the primary beneficiary. Any material intercompany transactions and balances have been eliminated upon consolidation. For consolidated entities in which we have less than 100% ownership, we record net loss attributable to noncontrolling interests, net of tax, on the consolidated statement of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties. We assess whether we are the primary beneficiary of a VIE at the inception of the arrangement and at each reporting date. This assessment is based on our power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and our obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. If the entity is within the scope of the variable interest model and meets the definition of a 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 a controlling financial interest in the entity and therefore should be considered for consolidation under the voting interest model. Liquidity As of December 31, 2023, the company had an accumulated deficit of $3.0 billion. We also had negative cash flows from operations of $366.8 million during the year ended December 31, 2023. The company will likely need additional capital to further fund the development of, and to seek regulatory approvals for, our product candidates, and to begin to commercialize any approved products. The 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 our common stock under the ATM, of which we had $208.8 million available for future issuance as of December 31, 2023, and a February 2023 shelf registration statement, of which we had $565.6 million available for future offerings as of December 31, 2023), a potential $100.0 million Second Payment upon satisfaction of certain conditions specified in the RIPA, including upon approval of N-803 before June 30, 2024, 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 consolidated 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 offerings, or in separate financings, or obtain incremental subordinated debt in compliance with our existing revenue interest liability. However, we may not be able to secure such external 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 potential commercialization of our product candidates in development, we may need additional funds to meet our needs sooner than planned. Use of Estimates The preparation of 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 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, CVR measurement and assessments, the measurement of right-of-use assets and lease liabilities, useful lives of long-lived assets, loss contingencies, fair value calculation of warrants, stock options, derivative liabilities, and convertible promissory notes, fair value measurements, revenue interest liability, and the assessment of our ability to fund our operations for at least the next 12 months from the date of issuance of these consolidated 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. Actual results could differ from those estimates. Acquisitions We make certain judgments to determine whether transactions should be accounted for as acquisitions of assets or as business combinations. If it is determined that substantially all of the fair value of gross assets acquired in a transaction is concentrated in a single asset (or a group of similar assets), the transaction is treated as an acquisition of assets. We evaluate the inputs, processes, and outputs associated with the acquired set of activities and assets. If the assets in a transaction include an input and a substantive process that together significantly contribute to the ability to create outputs, the transaction is treated as an acquisition of a business. We account for business combinations using the acquisition method of accounting, which requires that assets acquired and liabilities assumed generally be recorded at their fair values as of the acquisition date. Excess of consideration over the fair value of net assets acquired is recorded as goodwill. Estimating fair value requires us to make significant judgments and assumptions. We perform impairment testing of goodwill annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. In transactions accounted for as asset acquisitions, the cost of an asset acquisition, including transaction costs, are allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition. Any difference between the cost of an asset acquisition and the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on their relative fair values. In an asset acquisition, upfront payments allocated to in-process research and development projects at the acquisition date are expensed unless there is an alternative future use. In addition, product development milestones are expensed upon achievement. Any contingent consideration, such as payments upon achievement of various developmental, regulatory, and commercial milestones, generally is not recognized at the acquisition date. 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 accrue for the best estimate of a loss within a range; however, if no estimate in the range is better than any other, then we accrue the minimum amount in the range. If we determine that a material loss is reasonably possible, we disclose the possible loss or range of loss, or that the amount of loss cannot be estimated at this time. 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 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. We attempt to minimize credit risk associated with our cash and cash equivalents by periodically evaluating the credit quality of our primary financial institutions. Our investment portfolio is maintained in accordance with our investment policy. While we maintain cash deposits in FDIC insured financial institutions in excess of federally insured limits, we do not believe that we are exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. We have not experienced any losses on such accounts. We also monitor the creditworthiness of the borrower of the convertible promissory note. We believe that any concentration of credit risk in its convertible note receivable was mitigated in part by our ability to convert, if necessary, at the qualifying financing event or upon a payment default into shares of the senior class of equity securities of the borrower. Product candidates developed by us will require approvals or clearances from the FDA or international regulatory agencies prior to commercial sales. There can be no assurance that any of our product candidates will receive any of the required approvals or clearances. If we were to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us. Cash, Cash Equivalents and Restricted Cash Cash equivalents include highly liquid investments with an original maturity of three months or less from the date of purchase. Restricted cash includes a certificate of deposit held as a substitute letter of credit for one of our leased properties. This certificate of deposit is included in other assets, on the consolidated balance sheet as the landlord is the beneficiary of the account and we are not able to access the funds during the term of the lease. A reconciliation of cash, cash equivalents, and restricted cash is included on the consolidated statements of cash flows as of December 31, 2023, 2022 and 2021. Marketable Securities and Other Investments Marketable Debt Securities We have typically invested our cash in a variety of financial instruments, including investment-grade short- to intermediate-term corporate debt securities, government-sponsored securities and European bonds; however, after our entry into the RIPA, we can no longer invest our excess funds in corporate or European bonds. Certain of our investments are subject to credit, liquidity, market, and interest-rate risks. The general condition of the financial markets and the economy may increase those risks and may affect the value and liquidity of investments and restrict our ability to access the capital markets. Marketable debt securities with remaining maturities of 12 months or less are classified as short-term and marketable securities with remaining maturities greater than 12 months are classified as long-term. All marketable debt securities are reported at fair value and any unrealized gains and losses are reported as a component of accumulated other comprehensive income, on the consolidated statement of stockholders’ deficit, with the exception of unrealized losses believed to be other-than-temporary, which are recorded in interest and investment income (loss), net , on the consolidated statement of operations. Realized gains and losses from sales of securities and the amounts, net of tax, reclassified out of accumulated other comprehensive income , if any, are determined on a specific identification basis. Marketable Equity Securities Investments in mutual funds and equity securities, other than equity method investments, are recorded at fair market value, if fair value is readily determinable and any unrealized gains and losses are included in other expense, net, on the consolidated statement of operations. Realized gains and losses from the sale of the securities are determined on a specific identification basis and the amounts are included in other expense, net, on the consolidated statement of operations. Evaluating Investments for Other-than-Temporary Impairments We periodically evaluate whether declines in fair values of our investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether we have plans to sell the security or whether it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value, and our strategy and intentions for holding the investment. There were no other-than-temporary impairments recorded during the years ended December 31, 2023, 2022 and 2021. Equity Method of Accounting In circumstances where we have the ability to exercise significant influence over the operating and financial policies of a company in which we have an investment, we utilize the equity method of accounting for recording investment activity. In assessing whether we exercise significant influence, we consider the nature and magnitude of our investment, the voting and protective rights we hold, any participation in the governance of the other company and other relevant factors such as the presence of a collaborative or other business relationship. Under the equity method of accounting, we record our share of the income or loss of the other company as loss on equity method investment , in our consolidated statement of operations. Property, Plant and Equipment, Net Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to operating expenses during the financial period in which they are incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 to 7 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or life of the asset Upon disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the consolidated financial statements and the net amount, less any proceeds, is included in other expense, net , on the consolidated statement of operations. We review impairment of property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the assets using a discount rate determined by management to be commensurate with the risk inherent to our current business model. Business Combinations Business combinations are accounted for using the acquisition method of accounting in accordance with ASC 805-50. These standards require that the total cost of acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition, with the excess purchase price recorded as goodwill. The allocation of the purchase price is dependent upon certain valuations and other studies. Acquisition costs are expensed as incurred. Contingent consideration incurred in connection with a business combination are recorded at their fair values on the acquisition date and re-measured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair value are recorded as research and development expense, on the consolidated statements of operations and comprehensive loss. Changes in fair value reflect changes to our assumptions regarding probabilities of successful achievement of related milestones, the timing in which the milestones are expected to be achieved, and the discount rate used to estimate the fair value of the obligation. 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 on the 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 on the consolidated statement of cash flows. Intangible Assets, Net Intangible assets acquired in a business combination or an asset acquisition are initially recognized at their fair value on the acquisition date. Acquired indefinite-lived assets, such as IPR&D, are not amortized until they become definite-lived assets, upon the successful completion of the associated research and development effort. At that time, we evaluate whether the recorded amounts are impaired and make any necessary adjustments, and then determine the useful life of the asset and begin amortization. If the associated research and development effort is abandoned, the related IPR&D assets is written-off and an impairment charge recorded. Acquired definite-lived intangible assets are amortized using the straight-line method over their respective estimated useful lives. The amortization of these intangible assets is included in selling, general and administrative expense, on the consolidated statement of operations. Intangible assets are tested for impairment at least annually or more frequently if indicators of potential impairment exist. Patents Patent costs, including related legal costs, are expensed as incurred and recorded in selling, general and administrative expense on the consolidated statement of operations. 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. During the years ended December 31, 2023, 2022 and 2021, no transfers were made into or out of the Level 1, 2 or 3 categories. We will continue to review the fair value inputs on a quarterly basis. Collaboration Arrangements We analyze our collaboration arrangements to assess whether they are within the scope of FASB ASC Topic 808, Collaborative Arrangements (ASC 808). A collaborative arrangement is a contractual arrangement that involves a joint operating activity. These arrangements involve two or more parties who are active participants in the activity, and are exposed to significant risks and rewards dependent on the commercial success of the activity. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. To the extent the collaboration agreement is within the scope of ASC 808, we also assess whether the arrangement contains multiple elements that are within the scope of other accounting literature. If we conclude that some or all aspects of the agreement are distinct and represent a transaction with a customer, we account for those aspects of the arrangement within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers (ASC 606). Amounts that are owed by collaboration partners within the scope of ASC 808 are recognized as an offset to research and development expense as such amounts are incurred by the collaboration partner. The amounts owed to a collaboration partner are classified as research and development expense. Our collaboration arrangements require us to acquire certain equipment for exclusive use in the joint operating activities. These equipment purchases do not have an alternative use and are therefore expensed as incurred within research and development expense. Our collaboration arrangements are further discussed in Note 6 , Collaboration and License Agreements and Acquisition . Preclinical and Clinical Trial Accruals As part of the process of preparing the consolidated financial statements, we are required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. We estimate clinical trial and research agreement-related expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on our behalf. In accruing clinical and research-related fees, we estimate the time period over which services will be performed and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, we will adjust the accrual accordingly. Payments made under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered. Transactions with Related Parties As outlined in Note 10 , Related-Party Debt , and Note 11 , Related-Party Agreements , we have various agreements with related parties. These arrangements can be billed and settled in cash monthly, billed quarterly and settled in cash the following month, or estimated in advance and collected or paid upfront based on expected utilization. Monthly accruals are made for all quarterly billing arrangements. Lease Obligations For all leases other than short-term leases, at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. At the commencement date, lease right-of-use assets and lease liabilities are determined based on the present value of lease payments to be made over the lease term. Leases are classified as either finance leases or operating leases. As the rate implicit in lease contracts are not readily determinable, we utilize its incremental borrowing rate as a discount rate for purposes of determining the present value of lease payments, which is based on the estimated interest rate at which we could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Prospectively, we will remeasure the lease liability at the net present value of the remaining lease payments using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. Operating lease right-of-use assets also include any rent paid prior to the commencement date, less any lease incentives received, and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We determine the lease term by assuming the exercise of renewal options that are reasonably assured. The exercise of lease renewal options is at our sole discretion. Several of our leases have renewal options, however, the exercise of renewal is only assured for five of our cGMP facilities where we have made significant improvements or extended the lease. We combine our lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) with non-lease components (e.g., common-area maintenance costs and equipment maintenance costs) and as such, we account for lease and non-lease components as a single component. Lease expense also includes amounts relating to variable lease payments. Variable lease payments include amounts relating to common area maintenance and real estate taxes. We do not recognize right-of-use assets and lease liabilities for qualifying short-term leases with an initial lease term of 12 months or less at lease inception. Such leases are expensed on a straight-line basis over the lease term. The lease term includes the non-cancellable period of the lease and any additional periods covered by either options to renew or not to terminate when the company is reasonably certain to exercise. The depreciable life of operating right-of-use-assets and leasehold improvements is limited by the expected lease term. Warrants The company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For warrants that meet all criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital, on the consolidated statement of stockholders’ deficit at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and on each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in o ther expense, net , on the consolidated statement of operations. The fair value of the warrants was estimated using the Black-Scholes option pricing model. Fair Value Option Election The company accounted for a convertible note issued on March 31, 2023 under the FVO election of ASC 825 until it was amended and restated on December 29, 2023. Prior to its extinguishment on December 29, 2023 , the convertible note was a debt host financial instrument containing embedded features wherein the entire financial instrument was initially measured at its issuance-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Changes in the estimated fair value of this convertible note were recorded in other expense, net, on the consolidated statement of operations, except that changes in estimated fair value caused by changes in the instrument-specific credit risk were recorded in other comprehensive (loss) income . In accordance with ASC 470-50, when the convertible note was extinguished on December 29, 2023 , the cumulative amount previously recorded in other comprehensive (loss) income resulting from changes in the instrument-specific credit risk were reclassified and reported in current earnings on the consolidated statement of operations. See Note 10 , Related-Party Debt , for more information. Debt Modification and Extinguishment The company evaluates amendments to its debt instruments in accordance with ASC 470-50. This evaluation includes comparing (1) if applicable, the net present value of future cash flows of the amended debt to that of the original debt and (2) the change in fair value of an embedded conversion feature to that of the carrying amount of the debt immediately prior to amendment to determine, in each case, if a change greater than 10% occurred. In instances where the net present value of future cash flows or the fair value of an embedded conversion feature, if any, changed more than 10%, the company applies extin |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2023 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | Financial Statement Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): As of December 31, 2023 2022 Prepaid research and development costs $ 7,847 $ 11,704 Prepaid services 5,869 8,013 Prepaid insurance 2,242 2,282 Prepaid software license fees 2,100 2,195 Insurance premium financing asset 1,475 1,417 Insurance claims receivable 1,149 — Prepaid equipment maintenance 1,183 833 ERP system implementation cost 1,087 920 Prepaid supplies — 2,160 Other 2,651 1,979 Prepaid expenses and other current assets $ 25,603 $ 31,503 Property, Plant and Equipment, Net Property, plant and equipment, net, consist of the following (in thousands): As of December 31, 2023 2022 Leasehold improvements $ 72,552 $ 68,710 Equipment 69,915 67,945 Construction in progress 84,436 72,693 Software 1,666 1,657 Furniture & fixtures 1,889 1,906 Gross property, plant and equipment 230,458 212,911 Less: Accumulated depreciation and amortization 84,376 69,252 Property, plant and equipment, net $ 146,082 $ 143,659 During the years ended December 31, 2023, 2022 and 2021, depreciation expense related to property, plant and equipment totaled $16.5 million, $16.3 million and $14.2 million, respectively. Intangible Assets, Net The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated (in thousands): December 31, 2023 Weighted- Gross Carrying Accumulated Impairment Net Carrying Definite-lived: Favorable leasehold rights 8.1 $ 20,398 $ (3,825) $ — $ 16,573 Indefinite-lived: IPR&D 1,406 — (886) 520 Total intangible assets $ 21,804 $ (3,825) $ (886) $ 17,093 December 31, 2022 Weighted- Gross Carrying Accumulated Impairment Net Carrying Favorable leasehold rights 9.1 $ 20,398 $ (1,785) $ — $ 18,613 Organized workforce 831 (150) (681) — Total definite-lived intangible assets 21,229 (1,935) (681) 18,613 Indefinite-lived: IPR&D 1,390 — — 1,390 Total intangible assets $ 22,619 $ (1,935) $ (681) $ 20,003 Definite-Lived Intangible Assets In connection with the acquisition of the Dunkirk Facility in 2022, we acquired definite-lived intangibles consisting of favorable leasehold rights and an organized workforce. During the year ended December 31, 2022, we wrote off the entire unamortized organized workforce intangible asset totaling $0.7 million in impairment of intangible assets , on the consolidated statement of operations. See Note 6 , Collaboration and License Agreements and Acquisition, for more information. During the years ended December 31, 2023 and 2022, we recorded amortization expense of definite-lived intangible assets totaling $2.0 million and $1.9 million, respectively, in research and development expense , on the consolidated statements of operations. Indefinite-Lived Intangible Assets During the year ended December 31, 2023, we discontinued the research and development program associated with the Tarmogen platform based on results gathered from clinical data. We recorded a charge totaling $0.9 million in impairment of intangible assets , on the consolidated statement of operations in connection with the writedown of the carrying value of Tarmogen to zero. No such impairments were recorded during the years ended December 31, 2022 and 2021. As of December 31, 2023 and 2022, the company had indefinite-lived IPR&D intangible assets of $0.5 million and $1.4 million, respectively, which were obtained from business acquisitions. Future amortization expense associated with our definite-lived intangible assets is as follows (in thousands): Years ending December 31: Definite-lived Intangible Assets 2024 $ 2,040 2025 2,040 2026 2,040 2027 2,040 2028 2,040 Thereafter 6,373 Total $ 16,573 Convertible Note Receivable In 2016, we executed a convertible promissory note pursuant to which we advanced Riptide a principal amount of $5.0 million. The note bears interest at a per annum rate of five percent (5%). Concurrent with the transaction, we entered into an exclusive license agreement with Riptide to obtain worldwide exclusive rights, with the right to sublicense, certain know-how related to RP-182, RP-233 and RP-183. We are required to pay a single-digit royalty on net sales of the licensed products on a country-by-country basis. Pursuant to the license agreement, we are also required to make cash milestone payments upon successful completion of certain clinical, regulatory and commercial milestones up to an aggregate amount of $47.0 million for the first three indications of the licensed product with a maximum payment amount of $100.0 million. In 2019, we entered into a first amendment to the convertible promissory note with Riptide. Under the agreement, we extended the maturity of the promissory note to the earlier of (a) the later of (i) the completion of non-clinical IND enabling studies by the company, or (ii) December 31, 2020; and (b) when we accelerate the maturity of the note upon the occurrence of an event of default. No other terms and conditions of the promissory note were modified. Concurrently, we also entered into a first amendment to the exclusive license agreement with Riptide and extended the achievement dates for certain clinical trial milestones related to the licensed products. This option for receiving a 25% discount was determined to have an immaterial value at inception and life-to-date of the note, as the probability of a future qualifying event is remote. The convertible note receivable balance was $6.9 million and $6.6 million, which included accrued interest of $1.9 million and $1.6 million as of December 31, 2023 and 2022, respectively. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following (in thousands): As of December 31, 2023 2022 Accrued bonus $ 11,350 $ 12,068 Accrued professional and service fees 9,829 6,685 Accrued research and development costs 7,700 1,930 Accrued compensation 6,241 6,040 Accrued preclinical and clinical trial costs 4,218 4,985 Financing obligation – current portion 1,475 1,417 Accrued construction costs 1,179 7,072 Other 716 1,628 Accrued expenses and other liabilities $ 42,708 $ 41,825 Interest and Investment Income (Loss), Net Interest and investment income (loss), net consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Unrealized losses from equity securities $ (1,591) $ (4,190) $ (4,615) Interest income 863 2,708 836 Investment accretion income (amortization expense), net 1,844 (1,486) (488) Net realized gains (losses) on investments 15 (122) 167 Interest and investment income (loss), net $ 1,131 $ (3,090) $ (4,100) Interest income includes interest from marketable securities, convertible notes receivable, other assets, and on bank deposits. Interest expense Interest expense consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Interest expense on related-party notes payable $ 86,453 $ 47,145 $ 14,695 Amortization of related-party notes discounts 42,396 16,282 62 Other interest expense 349 88 92 Interest expense $ 129,198 $ 63,515 $ 14,849 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Financial Instruments Investments in Marketable Debt Securities As of December 31, 2023, 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): December 31, 2023 Weighted- Amortized Gross Gross Fair Current: Foreign bonds 0.8 $ 54 $ — $ — $ 54 Mutual funds 40 — (1) 39 Current portion 94 — (1) 93 Noncurrent: Foreign bonds 3.3 939 — (48) 891 Total $ 1,033 $ — $ (49) $ 984 As of December 31, 2022, 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): December 31, 2022 Weighted- Amortized Gross Gross Fair Current: Mutual funds $ 38 $ — $ (2) $ 36 Noncurrent: Foreign bonds 4.5 932 — (92) 840 Total $ 970 $ — $ (94) $ 876 As of December 31, 2023, 12 of the securities were in an unrealized 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 were as follows (in thousands): December 31, 2023 Less than 12 months More than 12 months Estimated Gross Estimated Gross Mutual funds $ 39 $ (1) $ — $ — Foreign bonds 891 (48) — — Total $ 930 $ (49) $ — $ — December 31, 2022 Less than 12 months More than 12 months Estimated Gross Estimated Gross Mutual funds $ — $ — $ 36 $ (2) Foreign bonds — — 840 (92) Total $ — $ — $ 876 $ (94) During the years ended December 31, 2023, 2022 and 2021, we evaluated our securities for other-than-temporary impairment and did not recognize any other-than-temporary impairment losses. Marketable Equity Securities As of December 31, 2023 and 2022, we held investments in marketable equity securities with readily determinable fair values of $0.9 million and $2.5 million, respectively. During the years ended December 31, 2023, 2022 and 2021, unrealized losses recorded on these securities totaled $1.6 million, $4.2 million, and $4.6 million, respectively, in interest and investment income (loss), net , on the consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Recurring Valuations Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at December 31, 2023 Total Level 1 Level 2 Level 3 Assets at Fair Value: Current: Cash and cash equivalents $ 265,453 $ 265,453 $ — $ — Equity securities 916 916 — — Foreign bonds 54 — 54 — Mutual funds 39 39 — — Noncurrent: Foreign bonds 891 — 891 — Total assets measured at fair value $ 267,353 $ 266,408 $ 945 $ — Liabilities at Fair Value: Current: Contingent consideration $ (20) (1) $ — $ — $ (20) Noncurrent: Stock option purchase liability (819) (2) — — (819) Derivative liabilities (35,333) (3) — — (35,333) Warrant liabilities (118,770) (4) — — (118,770) Total liabilities measured at fair value $ (154,942) $ — $ — $ (154,942) Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Assets at Fair Value: Current: Cash and cash equivalents $ 104,641 (5) $ 63,860 $ 40,781 $ — Equity securities 2,507 2,507 — — Mutual funds 36 36 — — Noncurrent: Foreign bonds 840 — 840 — Total assets measured at fair value $ 108,024 $ 66,403 $ 41,621 $ — Liabilities at Fair Value: Current: Contingent consideration $ (19) (1) $ — $ — $ (19) Noncurrent: Warrant liability (21,636) (4) — — (21,636) Total liabilities measured at fair value $ (21,655) $ — $ — $ (21,655) _______________ (1) Contingent Consideration 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—Contingent Consideration Related to Business Combinations , for more information. Changes in the carrying amount of contingent consideration were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Fair value, beginning of year $ (19) $ (409) $ (972) Consideration paid — 339 419 Net (increase) decrease in fair value (1) 51 144 Fair value, end of year $ (20) $ (19) $ (409) (2) Stock Option Purchase Liability In connection with the RIPA, we entered into an SPOA pursuant to which Oberland has an option to purchase up to an additional $10.0 million of our common stock, at a price to be determined by reference to the 30-day trailing volume weighted-average price of our common stock calculated from the date of exercise. This stock purchase option was classified as a liability at its fair value upon issuance. The fair value was estimated using probability-weighted scenarios over the likelihood of this option being exercised. As of December 31, 2023, the stock purchase option was outstanding. The fair value of the stock purchase option was estimated at $0.8 million at issuance. Due to the proximity of the inception date of the SPOA to December 31, 2023, the change in fair value was immaterial. See Note 9 , Revenue Interest Purchase Agreement , for more information. (3) Derivative Liabilities The debt incurred pursuant to the RIPA entered on December 29, 2023 contains embedded derivatives requiring bifurcation as a single compound derivative instrument. The company estimated the fair value of the derivative liability using a “with-and-without” method. The with-and-without methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative is the fair value of the derivative liability, which is estimated at $34.5 million as of December 31, 2023. The estimated probability and timing of underlying events triggering the exercisability of the Put Option contained in the RIPA, forecasted cash flows and the discount rate are significant unobservable inputs used to determine the estimated fair value of the entire instrument with the embedded derivative. As of December 31, 2023, the discount rate used for valuation of the derivative liability was 12.1%. See N ote 9 , Revenue Interest Purchase Agreement, for more information. In connection with the December 2023 debt extinguishment, the company identified an embedded derivative related to a contingently exercisable prepayment feature of the amended $505.0 million December 2023 promissory note, which allows the noteholder to request up to a $50.0 million prepayment and accrued interest upon occurrence of a specified transaction (defined in the promissory note). This embedded derivative is recorded as a derivative liability on the consolidated balance sheet and is measured at fair value. Changes in the fair value of the derivative liability are reported as change in fair value of derivative, on the consolidated statement of operations. The fair value of the derivative liability is determined at each period end using a with and without method, which assesses the likelihood and timing of a specified transaction that if triggered could result in a repayment. The fair value of the embedded derivative is estimated at $0.8 million as of December 31, 2023, and will be remeasured to fair value at each reporting date until the derivative is settled. (4) Third-Party Warrant Liabilities December 2022 Warrants In connection with the December 12, 2022 registered direct offering of common stock, the company issued 9,090,909 warrants (December 2022 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023 and 2022, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: Year Ended December 31, 2023 2022 Exercise price per share $6.60 $6.60 Expected term 1.0 years 2.0 years Expected average volatility 119.0 % 99.4 % Expected dividend yield — % — % Risk-free interest rate 4.7 % 4.4 % February 2023 Warrants In connection with the February 15, 2023 registered direct offering of common stock, the company issued 14,072,615 warrants. The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: December 31, Issuance Date February 17, Exercise price per share $3.2946 $4.2636 Expected term 2.6 years 2.0 years Expected average volatility 107.3 % 97.0 % Expected dividend yield — % — % Risk-free interest rate 4.1 % 4.6 % On July 25, 2023, the company reduced the exercise price of the outstanding February 2023 Warrants from $4.2636 per share to $3.2946 per share and extended the expiration date of the warrants until July 24, 2026. The effect of amending the terms of the warrants is reflected in a change in the fair value of warrant liability of $7.3 million. July 2023 Warrants In connection with the July 20, 2023 registered direct offering of common stock, the company issued 14,569,296 warrants (July 2023 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: December 31, Issuance Date July 25, Exercise price per share $3.2946 $3.2946 Expected term 2.6 years 3.0 years Expected average volatility 107.3 % 121.0 % Expected dividend yield — % — % Risk-free interest rate 4.1 % 4.5 % The change in the carrying amount of the warrant liabilities was as follows (in thousands): Total December 2022 February 2023 July 2023 Fair value, December 31, 2022 $ 21,636 $ 21,636 $ — $ — Fair value at issuance 49,534 — 23,698 25,836 Change in fair value 47,600 (4,545) 26,260 25,885 Fair value, December 31, 2023 $ 118,770 $ 17,091 $ 49,958 $ 51,721 December 2022 Fair value at issuance, December 12, 2022 $ 35,096 Change in fair value (13,460) Fair value, December 31, 2022 $ 21,636 (5) As of December 31, 2022, the Level 2 measurements include $32.0 million in U.S. government agency securities and $8.8 million in corporate debt securities with original maturities of less than 90 days. 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. Except for the impairments discussed in Note 3 , Financial Statement Details—Intangible Assets, Net , there were no other material non-financial assets or liabilities deemed to be other-than-temporarily impaired and measured at fair value on a non-recurring basis during the years ended December 31, 2023, 2022 and 2021. We measured the fair value of the promissory notes before and after amendments that were entered on December 29, 2023 and August 31, 2022, as they were accounted for under the debt extinguishment accounting model. We used discounted cash flow analyses for promissory notes without a holder conversion option and used binomial lattice models for promissory notes with a holder conversion option. Since certain of the factors analyzed are considered to be unobservable inputs, both the discounted cash flow model and the lattice model are considered to be a Level 3 valuation. See Note 10 , Related-Party Debt, |
Collaboration and License Agree
Collaboration and License Agreements and Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Collaboration and License Agreements and Acquisition | Collaboration and License Agreements and Acquisition Collaboration Agreements National Cancer Institute 2015 NCI CRADA In May 2015, Etubics entered into a CRADA with the HHS as represented by the NCI of the NIH to collaborate on the preclinical and clinical development of an adenovirus technology expressing TAAs 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 TAAs and proprietary adenovirus technology expressing TAAs 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. 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. During the years ended December 31, 2023, 2022 and 2021, we recorded R&D expense of $1.3 million, $1.2 million, and $1.1 million, respectively, in research and development expense on the consolidated statements of operations. 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 TAAs; proprietary yeast platform expressing TAAs; proprietary agent N-803 and derivatives, agent N-809 and derivatives, and/or TxM product candidates; proprietary recombinant NK cells and mAbs; proprietary RNA vaccines and adjuvants; and other proprietary agents owned or controlled by ImmunityBio as contemplated in the research plan, for cancer immunotherapy. 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. Amyris Joint Venture In December 2021, ImmunityBio and Amyris entered into a 50:50 joint venture arrangement and formed a new limited liability company to conduct the business of the joint venture. The purpose of the joint venture is to accelerate commercialization of a next-generation COVID-19 vaccine utilizing an RNA vaccine-platform. As part of the limited liability agreement, Amyris contributed $1.0 million in cash and rights to its license agreement with AAHI for an RNA platform for the field of COVID-19. ImmunityBio contributed $1.0 million in cash and priority access to its manufacturing capacity for the joint venture product. Both parties agreed to enter into a separate manufacturing and supply agreement and a sublicense agreement following the execution of the joint venture agreement. The joint venture agreement stipulates the initial terms for equal representation in the management of the newly-formed joint venture. The joint venture is managed by a board of directors consisting of four directors: two appointed by the company and two appointed by Amyris. Both parties agreed to make additional capital contributions in cash, in proportion to their respective interests, as determined by the board of directors of the joint venture. We considered the joint venture entity as a VIE and determined that we are not the primary beneficiary of the VIE. We account for our investment in the joint venture using the equity method of accounting. During the years ended December 31, 2023, 2022 and 2021, we recorded our 50% share of net losses from the joint venture totaling $7.5 million, $12.1 million, and $0.8 million, respectively, in other expense, net , on the consolidated statements of operations. During the years ended December 31, 2023 and 2022, such losses incurred included $7.5 million and $11.9 million, respectively, attributable to expenses incurred by us on behalf of the joint venture. We are not obligated to fund the joint venture’s potential future losses. In August 2023, Amyris announced that it filed for Chapter 11 bankruptcy protection. The Amyris bankruptcy case remains ongoing, and there can be no assurance that we will receive any recovery on account of our claims against Amyris, including for Amyris’ portion of expenses incurred by the joint venture. As of December 31, 2023, the carrying amount of our equity investment in the joint venture was zero. License Agreements 3M IPC and AAHI License Agreement We have licensed rights to 3M-052, a synthetic TLR7/8 agonist, 3M-052 formulations and related technology from 3M IPC and its affiliates and AAHI. In November 2021 we obtained nonexclusive rights in the field of SARS-CoV-2 and in June 2022 we modified those rights and expanded the scope of the license to include (1) SARS-CoV-2 and other infectious diseases including malaria, HIV, tuberculosis, hookworm and varicella zoster on an exclusive basis in countries other than LMIC, and (2) oncology applications, when used in combination with our proprietary technology and/or IL-15 agonists. In consideration for the license, we agreed to make certain periodic license payments, including $2.25 million each year through June 2025. We have also agreed to make payments upon the achievement of certain regulatory milestone events and tiered royalties ranging from the low to high single-digits as a percentage of net sales. Beginning in April 2026, the annual minimum licensing payment is $1.0 million, which can be credited against any royalty payments due under this agreement. In June 2023 and 2022, we made annual license maintenance fee payments of $2.25 million and $1.75 million, respectively. During the years ended December 31, 2023, 2022 and 2021, we expensed $2.0 million, $1.0 million, and $0.5 million, respectively, in research and development expense , on the consolidated statements of operations. AAHI License Agreements In May 2021, we entered into two license agreements with AAHI pursuant to which we received a license to certain patents and know-how relating to AAHI’s (i) adjuvant formulations for the treatment, prevention and/or diagnosis of SARS-CoV-2 (the AAHI Adjuvant Formulation License Agreement) and (ii) RNA vaccine platform as further described below (the AAHI 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 AAHI Adjuvant Formulation License Agreement we owe 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. During the years ended December 31, 2023 and 2022, no milestone fees were incurred. In September 2021, we amended and restated the AAHI RNA License Agreement, pursuant to which AAHI granted us an exclusive, worldwide, sublicensable license to AAHI’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 AAHI RNA License Agreement, we made a one-time, non-creditable, non-refundable, upfront payment to AAHI of $1.5 million and a license maintenance fee of $3.0 million in June 2022. The company is required to pay license maintenance fees to AAHI of $5.5 million annually from 2023 through 2030. The company may terminate the restated agreement without cause by paying AAHI a $10.0 million one-time early termination fee. In addition, the milestone payments to AAHI 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. During the years ended December 31, 2023, 2022 and 2021, we recorded $4.5 million, $1.8 million, and $1.5 million, respectively, in research and development expense , on the consolidated statements of operations. In connection with the license agreements, in May 2021 we also entered into a sponsored research agreement with AAHI 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. As of December 31, 2023, $0.5 million payable to AAHI in connection with the sponsored research agreement was recorded in accrued expenses and other liabilities , on the consolidated balance sheet. During the year ended December 31, 2023, we recorded $1.2 million in research and development expense , and $3.7 million in loss on equity method investment, during the year ended December 31, 2022, respectively, on the consolidated statements of operations related to the sponsored research agreement. Viracta License Agreement In 2017, we entered into an agreement with Viracta under which we were granted exclusive worldwide rights to Viracta’s Phase II drug candidate, VRx-3996 (nanatinostat), for use in combination with our platform of NK cell therapies. In consideration for the license, we are obligated to pay Viracta mid-single digit percentage royalties on net sales of licensed products for therapeutic use and milestone payments ranging from $10.0 million to $25.0 million up to an aggregate maximum of $100.0 million for various regulatory approvals and cumulative net sales levels. We may terminate the agreement, at our sole discretion, in whole or on a product by product and/or country by country basis, at any time upon 90 days’ prior written notice. In addition, either party may terminate the agreement in the event of a material breach or for bankruptcy of the other party. To date, we have not had incurred any royalty or milestone payment obligations under this agreement, including during the years ended December 31, 2023, 2022 and 2021. Acquisition Dunkirk Facility Leasehold Interest On February 14, 2022, we completed the acquisition of the Dunkirk Facility (approximately 409,000 rentable square feet) from Athenex, which we believe will provide us with a state-of-the-art biotech production center that will substantially expand and diversify our existing manufacturing capacity in the U.S. and the ability to scale production associated with certain of our product candidates. The company accounted for the transaction as an asset acquisition because the Dunkirk Facility’s integrated set of assets and activities does not meet the definition of a business. The total consideration for the acquisition was approximately $40.5 million, including a cash payment of $40.0 million, and transaction costs of approximately $0.5 million. The following table summarizes the fair value of assets acquired as of the acquisition date (in thousands): Construction in progress $ 10,043 Leasehold improvements 6,253 Definite-lived intangible assets (1) 21,229 Other depreciable assets and prepaid expenses 2,983 Total consideration $ 40,508 _______________ (1) Definite-lived intangible assets consist of favorable leasehold rights totaling $20.4 million and organized workforce totaling $0.8 million as of the acquisition date. Upon the closing of the Dunkirk transaction, the company became the tenant of the Dunkirk Facility under the Fort Schuyler Management Corporation Lease, dated October 1, 2021 and as amended as of the February 14, 2022 closing date (as amended, the Dunkirk Lease), with the FSMC as landlord. The Dunkirk Facility, as well as certain equipment, is owned by the FSMC and is leased to us under the Dunkirk Lease. Our annual lease payment will be $2.00 per year for an initial 10-year term, with one option to renew the lease under substantially the same terms and conditions for an additional 10-year term. As part of the transaction, we assumed certain of Athenex’s obligations under various third-party agreements (the Facility Agreements), subject to the terms and conditions of the purchase agreement by and between the company and Athenex dated as of January 7, 2022, and committed to spend an aggregate of $1.52 billion on operational expenses during the initial term, and an additional $1.50 billion on operational expenses if we elect to renew the lease for one additional 10-year term. We also committed to hiring 450 employees at the Dunkirk Facility within the first five years following the Commencement Date, with 300 such employees to be hired within the first 2.5 years following the Commencement Date. We are eligible for certain sales-tax exemption savings during the development of the Dunkirk Facility, and certain property tax savings over the next 20 years, subject to certain terms and conditions, including performance of certain of the obligations described above. Failure to satisfy the obligations over the lease term may give rise to certain rights and remedies of governmental authorities including, for example, termination of the Dunkirk Lease and other Facility Agreements and potential recoupment of a percentage of the grant funding received by Athenex for construction of the facility and other benefits received, subject to the terms and conditions of the applicable agreements. Although we believe that governmental funding will assist in funding a portion of the further build-out of the Dunkirk Facility, which we estimate to be approximately $8.0 million to $10.0 million of governmental funding remaining available as of December 31, 2023, there can be no assurance as to the final acceptance and timing of the requests for governmental funding that we submit, and we will need to plan and fund most of the additional build-out of, and purchase additional equipment for, the Dunkirk Facility in connection with our planned full operations. In addition, any future governmental funding will be subject to the eligibility of submitted expenses, as well as our compliance with the obligations that we are subject to pursuant to the agreements with parties regarding the Dunkirk Facility as described above. Further, on May 14, 2023, Athenex, together with certain of its subsidiaries, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Court for the Southern District of Texas (the Athenex Proceedings). We do not know what, if any, impact the Athenex Proceedings will have on any portion of the potential governmental funding remaining for the Dunkirk Facility. Dunkirk Facility Workforce Reduction In September 2022, the company initiated a workforce reduction at the Dunkirk Facility and recorded severance and retention benefits for the terminated employees totaling $1.0 million during the year ended December 31, 2022 in selling, general and administrative expense on the consolidated statement of operations. The terminated employees were not required to render service through their termination date in December 2022 to receive these benefits. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingent Consideration Related to Business Combinations VivaBioCell, S.p.A. In April 2015, NantWorks, a related party, acquired a 100% interest in VivaBioCell through its wholly-owned subsidiary, VBC Holdings for $0.7 million, less working capital adjustments. In June 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 our acquisition of VBC, we are obligated to pay the former owners contingent consideration upon the achievement of certain milestones related to the GMP-in-a-Box technology. A clinical milestone totaling $0.8 million was earned by the former owners of VivaBioCell, of which $0.4 million was paid during the year ended December 31, 2021, with the remaining $0.3 million clinical obligation, net of foreign exchange adjustment, settled during the year ended December 31, 2022. If a government agency unconditionally approves the GMP-in-a-Box technology for commercial sale (the regulatory milestone) in the future, we will be obligated to pay an additional approximately $2.2 million to the former owners. Altor BioScience, LLC In connection with our 2017 acquisition of Altor, we issued CVRs under which we agreed to pay the prior stockholders of Altor approximately $304.0 million of contingent consideration upon calendar-year worldwide net sales of N-803 exceeding $1.0 billion prior to December 31, 2026, with amounts payable in cash or shares of our common stock or a combination thereof. 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. As of December 31, 2023, Dr. Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer, and his related party hold approximately $139.8 million of net sales CVRs and they have both irrevocably agreed to receive shares of the company’s common stock in satisfaction of their CVRs. We may be required to pay the other prior Altor stockholders up to $164.2 million for their net sales CVRs should they choose to have their CVRs paid in cash instead of common stock. 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. 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. 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, including appraisal claims, and which the defendants subsequently moved to dismiss. In a second action, Dyad Pharmaceutical Corporation (Dyad) filed a petition in Delaware Chancery Court for appraisal in connection with the merger. The defendants moved to dismiss the appraisal petition in 2018. The court issued an oral ruling in 2019 that dismissed certain claims and dismissed Altor from the action. The following claims remained: (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 defendants’ 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. The plaintiffs then 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 the third amended complaint. In 2020, the defendants answered the third amended complaint and asserted counterclaims against the plaintiffs. The defendants sought damages for attorneys’ fees and costs incurred as a result of the breaches of “standstill” agreements and of stockholder releases. The plaintiffs filed an answer denying the counterclaims and asserting defenses. The shares of the former Altor stockholders seeking appraisal 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, given that those shares were the subject of the above-described appraisal claims. In late March 2022, the company agreed to the terms of a settlement with the appraisal petitioners, without any admission of liability or fault. The settlement provided that in exchange for complete releases, the appraisal petitioners, who as a group held 3,167,565 dissenting Altor shares, collectively would receive an aggregate of 2,229,296 shares of the company’s common stock issued in a private placement, plus an aggregate of $21.13 in cash in lieu of fractional shares. The company’s Board of Directors approved the settlement and stock issuance in April 2022, and the court approved the settlement and dismissed the appraisal petitioners’ claims on July 9, 2022. On July 9, 2022, the company issued 2,229,296 shares of its common stock with an aggregate market value of $10.7 million, based on the closing price of its common stock on the Nasdaq as of July 8, 2022, to the appraisal petitioners pursuant to the court-approved settlement agreement. In late April 2022, the company also agreed to the terms of a settlement with the putative class plaintiffs without any admission of liability or fault. In exchange for class-wide releases, the company committed to make a settlement payment of $5.0 million in cash by December 31, 2022. On December 8, 2022, the Delaware Court of Chancery entered a final judgment approving the settlement, and the company timely made the $5.0 million settlement payment. Sorrento Therapeutics, Inc. Litigation Sorrento, derivatively on behalf of NANTibody, filed an action in the Superior Court of California, Los Angeles County (the Superior Court) against the company’s subsidiary NantCell, Dr. Soon-Shiong, and Charles Kim. The action alleged that the defendants improperly caused NANTibody to acquire IgDraSol from 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. Trial had been set to commence in Sorrento’s Superior Court action on August 7, 2023, but on July 24, 2023 the Superior Court vacated the August 7, 2023 trial date at the parties’ request in light of the pending settlement discussed below. 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 alleged 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. Sorrento filed counterclaims against the company and NANTibody in the arbitration. The hearings in the NANTibody arbitration commenced in April 2021 and concluded in early August 2021. After post-hearing briefing was concluded, the parties were notified on November 30, 2021 that the arbitrator in the NANTibody arbitration had passed away. A substitute arbitrator was appointed on February 25, 2022, and the parties worked with the substitute arbitrator to conclude the proceedings. Additional hearing sessions were held in May and July 2022, and summations took place on August 2, 2022. On December 2, 2022, the arbitrator issued a final award finding that Sorrento had breached the two exclusive license agreements with NantCell and NANTibody. The arbitrator awarded NantCell approximately $156.8 million and NANTibody approximately $16.7 million, plus post-award interest accruing at a daily rate. On December 21, 2022, NantCell and NANTibody filed petitions in the Superior Court to confirm the arbitration award; on January 16, 2023, Sorrento filed a response to the petitions and moved to vacate the award. On February 7, 2023, after a hearing, the Superior Court entered orders confirming the arbitration award and denying Sorrento’s motion to vacate. The Superior Court entered judgments against Sorrento in the aggregate amount of approximately $176.4 million plus 10% post-judgment interest, of which approximately $159.4 million was payable to NantCell, and the remainder of which was payable to NANTibody. On February 13, 2023, Sorrento informed counsel to the company that it had filed a Chapter 11 proceeding in the U.S. District Court for the Southern District of Texas, In re: Sorrento Therapeutics, Inc., et al., Case No. 23-90085 (DRJ), Docket Entry 810. On June 6, 2023, Sorrento filed a motion in its Chapter 11 proceeding for entry of an order approving and implementing a mediation settlement reached with the company and other entities. The settlement involved two possible scenarios: Either, if Sorrento were to raise an amount needed to pay its debtor in possession lender and its unsecured creditors by August 31, 2023, Sorrento would pay those obligations, including the judgments held by NantCell and NANTibody, by 2:00 p.m. ET on August 31, 2023 and be free to proceed with pending litigation; or, failing that, the judgments would be released, the litigation claims would be released, including, without limitation, the Superior Court action discussed above, Sorrento would relinquish its interests in NANTibody and certain other entities, Sorrento would forfeit its rights to any payments from NantCell arising out of its antibody exclusive license agreement with NantCell (rights to PD-L1), and certain other provisions not impacting the company would be implemented as described in the motion. On August 14, 2023, the United States Bankruptcy Court for the Southern District of Texas issued an order approving the settlement described above, such that the settlement became binding on the parties. As of 2:00 p.m. ET on August 31, 2023, Sorrento had not paid the judgments held by NantCell and NANTibody. Accordingly, in relevant part to the company and NantCell, a mutual release of claims became effective such that the aforementioned judgments were released, the litigation claims were released including, without limitation, the derivative litigation against NantCell described above, Sorrento relinquished its interests in NANTibody, and Sorrento forfeited its rights to any payments from NantCell arising out of its antibody exclusive license agreement with NantCell, including any royalties associated with the company’s engineered NK cell therapy in Phase II clinical trials, PD-L1 t-haNK. As a result of the settlement, the parties filed dismissals of the litigation matters discussed above. After the settlement, the company’s ownership in NANTibody increased from 60% to 100%, and, as a result, the carrying amount of the noncontrolling interest of $4.2 million was adjusted and recognized in additional paid-in capital attributable to the company, on the consolidated statement of stockholders’ deficit. Shenzhen Beike Biotechnology Co. Ltd. Arbitration In 2020, we received a Request for Arbitration before the International Chamber of Commerce, International Court of Arbitration. The arbitration relates to a license, development, and commercialization agreement that Altor 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 N-803 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 N-803. Beike is seeking specific performance and declaratory relief for the alleged breaches. On September 25, 2020, the parties entered into a standstill agreement under which, among other things, the parties affirmed they would perform certain of their obligations under the license agreement by specified dates and agreed that all deadlines in the arbitration were indefinitely extended. The standstill agreement could be terminated by any party on ten calendar days’ notice, and upon termination, the parties had the right to pursue claims arising from the license agreement in any appropriate tribunal. On March 20, 2023, we terminated the standstill agreement, and on April 11, 2023, Beike served an amended Request for Arbitration. We served an Answer and Counterclaims on May 19, 2023. Beike served a Reply to our counterclaims on June 21, 2023. Beike’s Statement of Claim is due on March 22, 2024, and the company’s Statement of Defense and Counterclaim is due on June 21, 2024. The hearing in the arbitration is scheduled to begin on June 9, 2025. Given that 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 asserted against the company lack merit and intend to defend the case, and to pursue or counterclaims, vigorously. Securities Class Action On June 30, 2023, a putative securities class action complaint, captioned Salzman v. ImmunityBio, Inc. et al. , No. 3:23-cv-01216-BEN-WVG, was filed in the U.S. District Court for the Southern District of California against the company and three of its officers and/or directors, asserting violations of Sections 10(b) and 20(a) of the Exchange Act. Stemming from the company’s disclosure on May 11, 2023 that it had received an FDA CRL stating, among other things, that it could not approve the company’s BLA for its product candidate, Anktiva in combination with BCG for the treatment of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease, in its present form due to deficiencies related to its pre-license inspection of the company’s third-party CMOs, the complaint alleges that the defendants had previously made materially false and misleading statements and/or omitted material adverse facts regarding its third-party clinical manufacturing organizations and the prospects for regulatory approval of the BLA. On September 27, 2023, the court appointed a lead plaintiff, approved their selection of lead counsel, and re-captioned the case In re. ImmunityBio, Inc. Securities Litigation, No. 3:23-cv-01216. On November 17, 2023, lead plaintiff filed an amended complaint, which named the same defendants and asserted the same claims as the previous complaint. On January 8, 2024, defendants filed a motion to dismiss the amended complaint. A hearing on the motion is currently scheduled for April 23, 2024.The company believes the lawsuit is without merit and intends to defend the case vigorously. The company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this action. If an unfavorable outcome were to occur, it is possible that the impact could be material to the company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. Unconditional Purchase Obligations Unconditional purchase obligations are defined as an agreement to purchase goods or services that are enforceable and legally binding (non-cancelable, or cancelable only in certain circumstances). In the normal course of business, we enter into unconditional purchase obligation arrangements with a third-party CMO to reserve manufacturing slots in its cGMP manufacturing facility for the manufacture and supply of cGMP batches per FDA and EMA regulations for commercial use. The total amount of future non-cancelable purchase commitments related to the manufacture of cGMP batches is $2.0 million and $0.9 million for the years ending December 31, 2024 and 2025, respectively. We estimate our total unconditional purchase obligation related to hosted software license subscription fees and implementation costs at $5.2 million as of December 31, 2023. Payments by year are estimated as follows: 2024 ($1.6 million), 2025 ($1.8 million) and 2026 ($1.8 million). Additionally, our total unconditional purchase obligation for laboratory cleanroom service costs are estimated at $1.9 million as of December 31, 2023. Payments by year are estimated as follows: 2024 ($0.5 million) and 2025 ($1.4 million). The purchase obligation amounts do not represent the entire anticipated purchases in the future, but represent only those items for which we are contractually obligated. The majority of our goods and services are purchased as needed, with no unconditional commitment. For this reason, these amounts do not provide an indication of our expected future cash outflows related to purchases. Commitments During the year ended December 31, 2023, we did not enter into any significant contracts or material unconditional purchase commitments, other than those disclosed in these consolidated financial statements. |
Lease Arrangements
Lease Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Arrangements | Lease Arrangements We lease property in multiple facilities across the U.S. and Italy, including facilities located in El Segundo, CA and the Dunkirk Facility in upstate New York. Substantially all of our operating lease right-of-use assets and operating lease liabilities relate to facilities leases. All of our finance leases are related to equipment rentals at the Dunkirk Facility. See Note 11 , Related-Party Agreements , for more information about our related-party leases. Our leases generally have initial terms ranging from two one Supplemental balance sheet information related to our leases is as follows (in thousands): As of December 31, Classification 2023 2022 Assets Operating lease assets Operating lease right-of-use assets $ 36,543 $ 45,788 Finance lease assets Other assets 58 135 Total lease assets $ 36,601 $ 45,923 Liabilities Current: Operating lease liabilities Operating lease liabilities $ 5,244 $ 2,650 Finance lease liabilities Accrued expenses and other liabilities 64 77 Non-current: Operating lease liabilities Operating lease liabilities, less current portion 39,942 47,951 Finance lease liabilities Other liabilities — 64 Total lease liabilities $ 45,250 $ 50,742 Information regarding our lease terms is as follows: Year Ended December 31, 2023 2022 Weighted-average remaining lease term: Operating leases 6.2 years 6.6 years Finance leases 0.8 years 1.8 years Weighted-average discount rate: Operating leases 10.9 % 10.5 % Finance leases 11.7 % 11.7 % The components of lease expense consist of the following (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease costs $ 11,123 $ 11,093 $ 7,977 Short-term lease costs 4,088 3,060 — Finance lease costs (including right-of-use asset 88 80 — Variable lease costs 3,521 3,880 2,862 Total lease expense $ 18,820 $ 18,113 $ 10,839 Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for operating leases (excluding variable lease costs) $ 9,538 $ 10,241 $ 9,034 Financing cash flow from finance leases 77 58 — Operating cash flow from finance leases 11 15 — Future minimum lease payments as of December 31, 2023, including $11.5 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 Finance Total 2024 $ 10,354 $ 66 $ 10,420 2025 10,864 — 10,864 2026 8,983 — 8,983 2027 8,220 — 8,220 2028 8,465 — 8,465 Thereafter 16,056 — 16,056 Total future minimum lease payments 62,942 66 63,008 Less: Interest 17,086 2 17,088 Less: Tenant improvement allowance receivable 670 — 670 Present value of operating lease liabilities $ 45,186 $ 64 $ 45,250 During the year ended December 31, 2023, we extended some existing related-party leases and terminated an existing related-party lease. See Note 11 , Related-Party Agreements, for more information regarding our related-party leases. |
Lease Arrangements | Lease Arrangements We lease property in multiple facilities across the U.S. and Italy, including facilities located in El Segundo, CA and the Dunkirk Facility in upstate New York. Substantially all of our operating lease right-of-use assets and operating lease liabilities relate to facilities leases. All of our finance leases are related to equipment rentals at the Dunkirk Facility. See Note 11 , Related-Party Agreements , for more information about our related-party leases. Our leases generally have initial terms ranging from two one Supplemental balance sheet information related to our leases is as follows (in thousands): As of December 31, Classification 2023 2022 Assets Operating lease assets Operating lease right-of-use assets $ 36,543 $ 45,788 Finance lease assets Other assets 58 135 Total lease assets $ 36,601 $ 45,923 Liabilities Current: Operating lease liabilities Operating lease liabilities $ 5,244 $ 2,650 Finance lease liabilities Accrued expenses and other liabilities 64 77 Non-current: Operating lease liabilities Operating lease liabilities, less current portion 39,942 47,951 Finance lease liabilities Other liabilities — 64 Total lease liabilities $ 45,250 $ 50,742 Information regarding our lease terms is as follows: Year Ended December 31, 2023 2022 Weighted-average remaining lease term: Operating leases 6.2 years 6.6 years Finance leases 0.8 years 1.8 years Weighted-average discount rate: Operating leases 10.9 % 10.5 % Finance leases 11.7 % 11.7 % The components of lease expense consist of the following (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease costs $ 11,123 $ 11,093 $ 7,977 Short-term lease costs 4,088 3,060 — Finance lease costs (including right-of-use asset 88 80 — Variable lease costs 3,521 3,880 2,862 Total lease expense $ 18,820 $ 18,113 $ 10,839 Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for operating leases (excluding variable lease costs) $ 9,538 $ 10,241 $ 9,034 Financing cash flow from finance leases 77 58 — Operating cash flow from finance leases 11 15 — Future minimum lease payments as of December 31, 2023, including $11.5 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 Finance Total 2024 $ 10,354 $ 66 $ 10,420 2025 10,864 — 10,864 2026 8,983 — 8,983 2027 8,220 — 8,220 2028 8,465 — 8,465 Thereafter 16,056 — 16,056 Total future minimum lease payments 62,942 66 63,008 Less: Interest 17,086 2 17,088 Less: Tenant improvement allowance receivable 670 — 670 Present value of operating lease liabilities $ 45,186 $ 64 $ 45,250 During the year ended December 31, 2023, we extended some existing related-party leases and terminated an existing related-party lease. See Note 11 , Related-Party Agreements, for more information regarding our related-party leases. |
Revenue Interest Purchase Agree
Revenue Interest Purchase Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Interest Purchase Agreement [Abstract] | |
Revenue Interest Purchase Agreement | Revenue Interest Purchase Agreement On December 29, 2023, we entered into the RIPA with Infinity and Oberland, to support the commercialization of Anktiva, our lead product candidate, to further the development of our product platforms, and to provide for other working capital needs. Pursuant to the RIPA, Oberland acquired certain Revenue Interests from us for a gross purchase price of $200.0 million paid on closing, less certain transaction expenses. In addition, Oberland may purchase additional Revenue Interests from us in exchange for the $100.0 million Second Payment upon satisfaction of certain conditions specified in the RIPA, including following the receipt of approval by the FDA of the company’s BLA for Anktiva in combination with BCG for the treatment of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease on or before June 30, 2024. As consideration for the aforementioned payments, Oberland has the right to receive quarterly Revenue Interest Payments from us based on, among other things, a certain percentage of our net sales during such quarter, which will be tiered payments initially ranging from 3.00% to 7.00% (or after funding of the Second Payment, 4.50% to 10.00%) of the company’s worldwide net sales, excluding those in China. If the aggregate Revenue Interest Payments made to Oberland as of December 31, 2029 equal or exceed the Cumulative Purchaser Payments as of that date, the initially tiered revenue interest rate will be decreased to a single rate of 1.50% (or after the funding of the Second Payment, 2.25%) of the company’s worldwide net sales, excluding those in China. If the aggregate Revenue Interest Payments made to Oberland as of the Test Date are less than the aggregate amount of Cumulative Purchaser Payments as of the Test Date, then following the Test Date the initially tiered revenue interest rate will increase to a rate that, had such increased rate applied during the period from December 29, 2023 through December 31, 2029, it would have resulted in Oberland receiving aggregate Revenue Interest Payments (excluding certain payments detailed in the RIPA) equal to the Cumulative Purchaser Payments as of the Test Date. In addition, if aggregate Revenue Interest Payments made to Oberland as of the Test Date are less than the aggregate amount of Cumulative Purchaser Payments as of the Test Date, then the company must make the True-Up Payment. Oberland’s rights to receive Revenue Interest Payments under the RIPA shall terminate when Oberland has received payments (including any True-Up Payment) equal to 195.0% of the then Cumulative Purchaser Payments unless the RIPA is terminated prior to such date. If Oberland has not received total payments (including any True-Up Payment) equal to 195.0% of the then Cumulative Purchaser Payments on or before the twelfth anniversary of the RIPA, then the company shall be obligated to pay to Oberland an amount equal to 195.0% of the then Cumulative Purchaser Payments less the aggregate payments (including any True-Up Payments) made as of such date. Under the RIPA, the company has a Call Option to terminate the RIPA and repurchase the Revenue Interests at any time upon advance written notice, subject to certain limitations set forth in the RIPA. Additionally, Oberland has a Put Option enabling them to terminate the RIPA and to require the company to repurchase the Revenue Interests upon enumerated events, such as a bankruptcy event, failure to make a payment, an uncured material breach, default in certain third-party agreements, a breach or default under any subordination agreements with respect to indebtedness to existing stockholders, or subordinated notes during certain time periods, judgments in excess of certain amounts against the company, a material adverse effect, the loss of regulatory approval of our product candidates or a change of control. The required purchase price with respect to the Call Option and/or Put Option, as applicable, shall be (a) 120.0% of the Cumulative Purchaser Payments as of such date, if Oberland exercises the Put Option (other than in connection with a change of control) on or prior to the first anniversary the Closing Date, (b) 135.0% of the Cumulative Purchaser Payments as of such date, if the Put Option or the Call Option is exercised in connection with a change of control on or prior to the date that is eighteen (18) months after the Closing Date, and (c) in all other cases, (i) 175.0% of the Cumulative Purchaser Payments as of such date, if the Put Option or the Call Option is exercised no later than the date that is thirty six (36) months after the Closing Date, and (ii) 195.0% of the Cumulative Purchaser Payments as of such date, if the Put Option or the Call Option is exercised later than the date that is thirty six (36) months after the Closing Date, minus, in each case, the total payments made to Oberland on or prior to such date. The company’s obligations under the RIPA are guaranteed by certain of its subsidiaries meeting materiality thresholds set forth in the RIPA. To secure the company’s obligations under the RIPA and the subsidiary guarantors’ obligations under the guarantees, each of the company and the subsidiary guarantors has granted a security interest in substantially all its assets, subject to certain exceptions and limitations. The RIPA contains affirmative and negative covenants and events of default, including covenants and restrictions that, among other things, restrict our ability to incur additional liens, incur additional indebtedness, make loans and investments, enter into transactions with affiliates, engage in mergers and acquisitions, engage in asset sales and exclusive licensing arrangements, and declare dividends to our stockholders, in each case, subject to certain exceptions set forth in the RIPA. As of December 31, 2023, the company was in compliance with all covenants. The RIPA is considered a sale of future revenues and accounted for as long-term debt recorded at amortized cost using the effective interest rate method. Also, on December 29, 2023 and in connection with the RIPA, we entered into an SPOA with Oberland pursuant to which we sold an aggregate of approximately $10.0 million of our common stock at $4.1103 per share in a private placement. Oberland also has an option to purchase up to an additional $10.0 million of our common stock, at a price per share to be determined by reference to the 30-day trailing volume weighted-average price of our common stock calculated from the date of exercise. This stock purchase option was classified as a liability estimated at fair value at issuance. The $200.0 million received pursuant to the RIPA and $10.0 million received pursuant to the SPOA were allocated among the resulting financial instruments on a relative fair value basis, with $197.1 million allocated to the debt under the RIPA, $12.0 million allocated to the common stock issued under the SPOA, and $0.8 million allocated to the stock purchase option. The Put Option under the RIPA that is exercisable by Oberland upon certain contingent events and the Call Option that is exercisable by the company upon a change of control were determined to be embedded derivatives requiring bifurcation and separately accounted for as a single compound derivative instrument. The company recorded the initial fair value of the derivative liability of $34.5 million as a debt discount, which will be amortized to interest expense over the expected term of the debt using the effective interest rate method. In connection with the RIPA, as of December 31, 2023 $155.4 million was recorded as revenue interest liability, on the consolidated balance sheet. The company imputes interest expense associated with this liability using the effective interest rate method. The effective interest rate is calculated based on the rate that would enable the debt to be repaid in full over the anticipated life of the arrangement. The interest rate on this liability may vary during the term of the agreement depending on a number of factors, including the level of forecasted net sales. The company evaluates the interest rate quarterly based on its current net sales forecasts utilizing the prospective method. A significant increase or decrease in actual or forecasted net sales may materially impact the revenue interest liability, interest expense, other income, and the time period for repayment. During the year ended December 31, 2023, we recorded $0.3 million of interest expense related to this arrangement. The company incurred $7.5 million of issuance costs in connection with the RIPA, which will be amortized to interest expense over the estimated term of the debt. The following table summarizes the revenue interest liability activity during the year ended December 31, 2023 (in thousands): Revenue interest liability at inception $ — Proceeds from the RIPA, gross 200,000 Less: Issuance costs 7,491 Proceeds from the RIPA, net 192,509 Debt discount from: Embedded contingent derivative liability (34,500) Issuance of common stock (2,039) Fair value of stock purchase option (819) Interest expense recognized 264 Revenue interest liability as of December 31, 2023 $ 155,415 |
Related-Party Debt
Related-Party Debt | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Debt | Related-Party Debt Our related-party debt is summarized below (in thousands): Balances as of December 31, 2023 Maturity Interest Principal Less: Total Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note – Tranche 1 (1), (2), (3) 2025 Term SOFR +8.0% $ 125,000 $ 20,414 $ 104,586 Related-Party Convertible Notes: $300 million December 2021 Promissory Note (1), (2), (3) $ 300,000 $ 26,091 $ 273,909 $50 million December 2022 Promissory Note (1), (2), (3) 50,000 4,349 45,651 $30 million June 2023 Promissory Note (2), (3) 30,000 2,609 27,391 $505 million December 2023 Promissory Note Tranche 2 2025 Term SOFR +7.5% 380,000 33,049 346,951 $30 million March 2023 Promissory Note (2), (3) 2025 Term SOFR +8.0% 30,000 — 30,000 $200 million September 2023 Promissory Note (2), (3) 2026 Term SOFR +8.0% 200,000 — 200,000 Total related-party convertible notes $ 610,000 $ 33,049 $ 576,951 Balances as of December 31, 2022 Maturity Interest Principal Accrued PIK Less: Total Related-Party Nonconvertible Notes: $300 million December 2021 Promissory Note (1), (2), (3) 2023 Term SOFR +8.0% $ 300,000 $ — $ 35,822 $ 264,178 $125 million August 2022 Promissory Note (1), (2), (3) 2023 Term SOFR +8.0% 125,000 — 7,039 117,961 $50 million December 2022 Promissory Note (1), (2), (3) 2023 Term SOFR +8.0% 50,000 — 238 49,762 Total related-party nonconvertible notes $ 475,000 $ — $ 43,099 $ 431,901 Related-Party Convertible Notes: Nant Capital 2015 Note Payable (1), (2) 2025 5.0% $ 55,226 $ 9,320 $ 5,188 $ 59,358 Nant Capital 2020 Note Payable (1), (2) 2025 6.0% 50,000 7,039 4,068 52,971 Nant Capital 2021 Note Payable (1), (2) 2025 6.0% 40,000 — 2,580 37,420 NantMobile Note Payable (1), (2) 2025 3.0% 55,000 5,110 5,978 54,132 NCSC Note Payable (1), (2) 2025 5.0% 33,000 7,684 3,294 37,390 Total related-party convertible notes $ 233,226 $ 29,153 $ 21,108 $ 241,271 $300.0 million December 2021 Promissory Note On December 17, 2021, the company executed a $300.0 million promissory note with N ant Capital, an af filiated entity under common control of our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder. The note bore an interest rate of Term SOFR plus 5.4% per annum, payable on a quarterly basis. The outstanding principal amount and any accrued and unpaid interest on advances were due on December 17, 2022. In the event of a default on the loan (as defined in both the original and amended and restated promissory notes), including if the company does not repay the loan at maturity, the company had the right, at its sole option, to convert the outstanding principal amount and accrued and unpaid interest due under this note into shares of the company’s common stock at a price of $5.67 per share. On August 31, 2022, the company and Nant Capital entered into an amended and restated promissory note, pursuant to which the maturity date of the promissory note was extended to December 31, 2023 and the interest rate was amended to Term SOFR plus 8.0% per annum. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was further extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note pursuant to which this existing promissory note was amended to be included in the Tranche 2 principal amount of the amended $505.0 million December 2023 promissory note, with a maturity date of December 31, 2025, and an interest rate of Term SOFR plus 7.5% per annum. Based on the terms of the amended and restated promissory note, the noteholder, at its sole discretion, may convert all of the Tranche 2 $380.0 million principal amount into shares of common stock at a conversion price of $8.2690 per share. $125.0 million August 2022 Promissory Note On August 31, 2022, the company executed a $125.0 million promissory note with Nant Capital. The note bears an interest rate of Term SOFR plus 8.0% per annum, payable on a quarterly basis. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note letter agreement pursuant to which the existing promissory note was amended to be included in the Tranche 1 principal amount of the amended $505.0 million December 2023 promissory note, with a maturity date of December 31, 2025 and an interest rate of Term SOFR plus 8.0% per annum. $50.0 million December 2022 Promissory Note On December 12, 2022, the company executed a $50.0 million promissory note with Nant Capital. The note bore an interest rate of Term SOFR plus 8.0% per annum, payable on a quarterly basis. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. In the event of a specified transaction (as defined in the note), the noteholder can request the outstanding principal and interest due on the loan to be repaid in full upon consummation of such specified transaction. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was further extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note pursuant to which the existing promissory note was amended to be included in the Tranche 2 principal amount of the amended $505.0 million December 2023 promissory note, with a maturity date of December 31, 2025, and an interest rate of Term SOFR plus 7.5% per annum. Pursuant to the terms of the amended and restated promissory note, the investor, in its sole discretion may convert all of the outstanding Tranche 2 principal amount into shares of common stock at a conversion price of $8.2690 per share. The noteholder can request up to $50.0 million of the Tranche 2 principal amount and accrued interest to be repaid upon consummation of such specified transaction. $30.0 million March 2023 Promissory Note On March 31, 2023, the company executed a $30.0 million promissory note with Nant Capital. This note bears interest at Term SOFR plus 8.0% per annum, payable on a quarterly basis. The outstanding principal amount and any accrued and unpaid interest was originally due on December 31, 2023. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. Upon receipt of a written notice of prepayment from the company, the noteholder may choose to convert the outstanding principal amount to be prepaid and the accrued and unpaid interest thereon into shares of the company’s common stock at a price of $2.28 per share. Additionally, the noteholder may at its option convert the entire outstanding principal amount of the promissory note and accrued interest into shares of the company’s common stock at a conversion price of $2.28 per share, at the option of the noteholder. The company received net proceeds of approximately $29.9 million from this financing, net of a $0.1 million origination fee paid to the noteholder. On September 11, 2023, the company and Nant Capital entered into a letter agreement pursuant to which the maturity date of the $30.0 million promissory note described above was extended from December 31, 2023 to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into a letter agreement pursuant to which the maturity date of this promissory note was extended to December 31, 2025. $30.0 million June 2023 Promissory Note On June 13, 2023, the company executed a $30.0 million promissory note with Nant Capital, pursuant to which, the company could request up to three (3) advances of $10.0 million each. The principal amount of each advance bore interest rate at Term SOFR plus 8.0% per annum, payable on a quarterly basis. The outstanding principal amount and any accrued and unpaid interest on advances was originally due on December 31, 2023. We may prepay the outstanding principal amount, together with any accrued interest, on any then-outstanding advances, at any time, in whole or in part, without premium or penalty, and without the prior consent of the noteholder upon five (5) days written notice to the noteholder. We received net proceeds of approximately $29.9 million from this promissory note, net of a $0.1 million origination fee paid to Nant Capital. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was further extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note pursuant to which the existing promissory note was amended to be included in the Tranche 2 principal amount of the amended $505.0 million December 2023 promissory note, with a maturity date of December 31, 2025, and an interest rate of Term SOFR plus 7.5% per annum. Pursuant to the terms of the amended and restated promissory note the investor, in its sole discretion may convert all of the Tranche 2 $380.0 million principal amount into shares of common stock at a conversion price of $8.2690 per share. $200.0 million September 2023 Promissory Note On September 11, 2023, the company executed a $200.0 million convertible promissory note with Nant Capital. The note bears interest at Term SOFR plus 8.0% per annum, payable on a monthly basis. The outstanding principal amount and any accrued and unpaid interest are due on September 11, 2026. We may prepay the outstanding principal amount, together with any accrued interest, at any time, in whole or in part, without premium or penalty upon five (5) days written notice to the noteholder. The noteholder has the sole option to convert all (but not less than all) of the outstanding principal amount and accrued but unpaid interest into shares of the company’s common stock at a conversion price of $1.9350 per share. The company received net proceeds of approximately $199.0 million from this financing, net of a $1.0 million origination fee paid to the noteholder. Footnotes to Related-Party Debt Tables Debt Modification and Debt Extinguishments (1) August 2022 Debt Extinguishment On August 31, 2022, the company amended and restated the above fixed-rate notes payables held by Nant Capital, NantWorks, NantMobile and NCSC, which are entities affiliated with Dr. Soon-Shiong. Prior to the amendments and restatements, these notes bore and thereafter continued to bear interest at a per annum rate ranging from 3.0% to 6.0%, provided that the outstanding principal was and thereafter continued to be due and payable on September 30, 2025, and accrued and unpaid interest was or continued to be payable either upon maturity or, with respect to one of the notes, on a quarterly basis. Prior to the amendments and restatements, the company could and thereafter continued to be able to prepay the outstanding principal (together with accrued and unpaid interest), either in whole or in part, at any time without premium or penalty and without the prior consent of the noteholder, subject to an advance notice period of at least five business days during which the noteholder could convert the amount requested to be prepaid by the company into shares of the company’s common stock, as part of the amendment and restatement. The terms of these fixed-rate promissory notes were amended and restated to include a conversion feature that gave each noteholder, at its sole option, at any time (other than when the noteholder is in receipt of a written notice of prepayment from the borrower), the right to convert the entire outstanding principal amount and accrued and unpaid interest due under each note at the time of conversion into shares of the company’s common stock at a price of $5.67 per share. Since all of the above promissory notes were entered into or amended at the same time and with entities under common control, the company determined that the promissory notes were required to be evaluated collectively to accurately capture the economics of the transactions entered in contemplation of each other and contemporaneously. ASC 470-50 provides that a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date would always be considered substantial and require extinguishment accounting. Accordingly, as a result of the addition of the conversion feature to the fixed-rate promissory notes, the fixed-rate promissory notes and the variable-rate promissory notes were determined to be extinguished given the contemporaneous nature of the amendments. The company performed a valuation of the fixed-rate promissory notes and variable-rate promissory notes before and after amendments. Under this model, the company calculated a gain on extinguishment of $82.9 million, representing the difference between the fair value of the new and amended promissory notes and the carrying value of the extinguished debt, net of any unamortized related-party notes discounts plus the cash proceeds from the new promissory note. Since the debt was obtained from entities under common control, such gain was recorded in additional paid-in capital , on the consolidated statement of stockholders’ deficit during the year ended December 31, 2022. Also, the difference between the face values of the new and amended promissory notes (and accrued interest on the date of the amendment) and the fair values of the new and restated promissory notes was recorded as a debt discount to be amortized to interest expense over the remaining term (or until conversion in the case of fixed-rate promissory notes) of the respective promissory notes. During the year ended December 31, 2022, we recorded amortization of related-party notes discounts totaling $16.3 million in interest expense , on the consolidated statement of operations. The fair values of the promissory notes without a holder conversion option were estimated using discounted cash flow analyses, based on market rates available to the company for similar debt at issuance after consideration of default and credit risk and the level of subordination. The fair values of the fixed-rate promissory notes, which were each modified to include a holder conversion option, were determined based on a binomial lattice convertible note model. The analysis involved the construction of various intermediate lattices: stock price tree, conversion value tree, conversion probability tree, and discount rate tree. Since certain of the factors analyzed are considered to be unobservable inputs, both the discounted cash flow model and the lattice model are considered to be Level 3 valuations. Significant unobservable inputs used for the discounted cash flow analysis included market yields from 18.0% to 24.8% and a risk-free rate of 4.1%, and the significant unobservable inputs used for the binomial lattice model included a volatility of 84.9%, a market yield of 17.4% and a risk-free rate of 3.5%. On December 12, 2022, the company received written notice from NantWorks, the holder of an existing convertible promissory note of NantCell, a wholly-owned subsidiary of the company, of its election to convert the NantCell promissory note into shares of the company’s common stock. As of such date, the holder of the NantCell note converted the entire $56.6 million of outstanding principal and accrued and unpaid interest due under the note into 9,986,920 shares of the company’s common stock at a price of $5.67 per share in accordance with the terms of the promissory note. (2) September 11, 2023 Debt Modification On September 11, 2023, the company entered into a stock purchase agreement with Nant Capital, NantMobile and NCSC pursuant to which the holders exchanged promissory notes totaling approximately $270.0 million in aggregate principal amount and accrued and unpaid interest for an aggregate of 209,291,936 shares of common stock at an exchange price of $1.29 per share. As a result of the exchange, the company was forever released and discharged from all its obligations and liabilities under the notes. On September 11, 2023, the company and Nant Capital entered into a series of letter agreements pursuant to which the maturity date of the related-party nonconvertible notes described above totaling $505.0 million in principal was extended from December 31, 2023 to December 31, 2024. In addition, the company entered into the $200.0 million September 2023 promissory note with Nant Capital. No other material terms or conditions of these promissory notes were modified. Since all of the above promissory notes were entered into or amended at the same time on September 11, 2023 and with entities under common control, the company determined that the promissory notes were required to be evaluated collectively to accurately capture the economics of the transactions entered in contemplation of each other and contemporaneously. Pursuant to ASC 470-50, as the terms of the amendment were not substantially different than the terms of the promissory notes prior to the amendment, the amendment was accounted for as a debt modification. The unamortized debt discounts from the promissory notes are being amortized as an adjustment to interest expense over the remaining term of modified promissory notes that are not recorded at fair value using the effective interest rate method. Also, a $29.6 million increase in fair value of the embedded conversion feature from the debt modification was accounted for as a debt discount to the $200.0 million convertible note that is not recorded at fair value, and a $1.6 million increase in fair value of the embedded conversion feature related to the promissory note recorded at fair value was accounted for as interest expense during the year ended December 31, 2023. Such increase in fair values of the embedded conversion features totaling $31.2 million has been recorded with a corresponding increase in additional paid-in capital , on the consolidated statement of stockholders’ deficit. (3) December 29, 2023 Debt Extinguishment On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note and a letter amendment for the following outstanding promissory notes. Pursuant to the terms of the amended and restated promissory note, the amended $505.0 million December 2023 promissory note is comprised of a Tranche 1 with principal amount of $125.0 million which was previously the $125.0 million August 2022 promissory note before amendment, and a Tranche 2 with principal amount of $380.0 million, which is made up of the previous $300.0 million December 2021 promissory note, $50.0 million December 2022 promissory note and $30.0 million June 2023 promissory note. In addition, the amendment allows Nant Capital, in its sole discretion, to convert all the Tranche 2 principal amount of $380.0 million of the amended promissory note into shares of common stock. The conversion price was subsequently determined at $8.2690 per share based on the agreement. The maturity date of the amended promissory note is December 31, 2025. Pursuant to the terms of the letter amendment, the maturity date of the $30.0 million March 2023 promissory note was extended from December 31, 2024 to December 31, 2025. Also, in connection with the RIPA transaction, all outstanding related-party promissory notes became subordinated to the RIPA payment obligations. The following table summarizes the Nant Capital promissory notes before the amendments on December 29, 2023 (principal amount in thousands): Principal Maturity Conversion Interest Related-Party Nonconvertible Note: $125 million August 2022 Promissory Note $ 125,000 12/31/2024 Term SOFR +8.0% Related-Party Convertible Notes: $300 million December 2021 Promissory Note $ 300,000 12/31/2024 Term SOFR +8.0% $50 million December 2022 Promissory Note 50,000 12/31/2024 Term SOFR +8.0% $30 million June 2023 Promissory Note 30,000 12/31/2024 Term SOFR +8.0% $30 million March 2023 Promissory Note 30,000 12/31/2024 $2.2800 Term SOFR +8.0% $200 million September 2023 Promissory Note 200,000 9/11/2026 $1.9350 Total related-party promissory notes $ 735,000 The following table summarizes the Nant Capital promissory notes after the amendments on December 29, 2023 (principal amount in thousands): Principal Maturity Conversion Interest Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note – Tranche 1 $ 125,000 12/31/2025 Term SOFR +8.0% Related-Party Convertible Notes: $300 million December 2021 Promissory Note $ 300,000 $50 million December 2022 Promissory Note 50,000 $30 million June 2023 Promissory Note 30,000 $505 million December 2023 Promissory Note – Tranche 2 380,000 12/31/2025 $8.2690 Term SOFR +7.5% Total $505 million December 2023 Promissory Note 505,000 $30 million March 2023 Promissory Note 30,000 12/31/2025 $2.2800 Term SOFR +8.0% $200 million September 2023 Promissory Note 200,000 9/11/2026 $1.9350 Term SOFR +8.0% Total related-party promissory notes $ 735,000 Since all of the above outstanding promissory notes were amended at the same time, with entities under common control, the company determined that the promissory notes were required to be evaluated collectively to accurately capture the economics of the transactions entered in contemplation of each other and contemporaneously. Also, in accordance with ASC 470-50 the company used the debt terms that existed before the September 11, 2023 modification to determine whether the current modification is substantially different, as the September 11, 2023 modification was within a year of the current transaction, and the promissory notes, at that time, had been modified without being deemed to be substantially different. As the modifications (September 11, 2023 and December 29, 2023 on a cumulative basis) added a substantive conversion feature to the promissory notes, these promissory notes were determined to be extinguished given the contemporaneous nature of the amendments. The company performed a valuation of all the promissory notes before and after amendments. Under this model, the company calculated a loss on extinguishment of $318.8 million, representing the difference between the fair value of the amended promissory notes and the carrying value of the extinguished debt, net of any unamortized related-party notes discounts. Since the debt was obtained from entities under common control, such loss was recorded in additional paid-in capital. In addition, a debt premium totaling $354.9 million, calculated as the difference between the fair values of certain promissory notes after modifications and their respective face values, was also recorded in additional paid-in capital. Collectively, net gain on debt extinguishment of $36.1 million was recorded in additional paid-in capital, on the consolidated statement of stockholders’ deficit for the year ended December 31, 2023. Also, the difference between face values of certain new and amended promissory notes and their respective fair values of $53.1 million was recorded as a debt discount to be amortized as interest expense over the remaining term. During the year ended December 31, 2023, we recorded amortization of related-party notes discounts totaling $0.5 million in interest expense, on the consolidated statement of operations related to the new and amended promissory notes. In regard to the Tranche 2 principal amount of the $505.0 million December 2023 promissory note, the company identified an embedded derivative related to a contingent exercisable prepayment feature of the promissory note, which allows the noteholder to request up to a $50.0 million prepayment of the promissory note and accrued interest upon the occurrence of a specified transaction. After the debt extinguishment, the company concluded that this promissory note was issued at a substantial discount, so the embedded derivative that is contingent exercisable was required to be bifurcated and accounted separately from the debt host instrument. The fair value of the embedded derivative was estimated at $0.8 million as of December 31, 2023, using a with and without method, which assesses the likelihood and timing of the specified transaction to be triggered and result in a repayment. Significant unobservable inputs used for the valuation included a volatility of 118.0%, a market yield of 23.2% and a risk-free rate of 4.8%. The fair value of Tranche 1 principal amount of the amended $505.0 million December 2023 promissory note, which had no noteholder conversion option, was estimated using discounted cash flow analyses, based on market rates available to the company for similar debt at issuance after consideration of default and credit risk and the level of subordination. The fair value of Tranche 2 of the amended promissory note, which was modified to include a noteholder conversion option, was determined based on a binomial lattice convertible note model. The analysis involved the construction of various intermediate lattices: stock price tree, conversion value tree, conversion probability tree, and discount rate tree. Since certain of the factors analyzed were considered to be unobservable inputs, both the discounted cash flow model and the lattice model are considered to be Level 3 valuations. Significant unobservable inputs used for the discounted cash flow analysis included a market yield of 23.2% and the significant unobservable inputs used for the binomial lattice model included a volatility of 118.0%, a market yield of 23.2% and a risk-free rate of 4.4%. The effective unamortized debt discount rate of the amended Tranche 1 and Tranche 2 principal amount of the $505.0 million December 2023 promissory note is 23.65% and 18.04%, respectively. The fair value of the $200.0 million September 2023 promissory note was determined using the binomial lattice model. Significant unobservable inputs used for the valuation included a volatility of 119.3%, a market yield of 23.3% and a risk-free rate of 5.2%. Prior to December 29, 2023, the $30.0 million March 2023 promissory note was accounted for under the ASC 825-10-15-4 FVO election. Under the FVO election, the note was initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value of the convertible note was computed using the binomial lattice model with the following observable assumptions before it was modified on December 29, 2023. After the debt extinguishment, the note is accounted for under the amortized cost basis. Expected market yield 23.5 % Expected volatility 138.0 % Risk-free rate 5.2 % The change in the carrying value of this note was as follows (in thousands): Fair value at issuance date, March 31, 2023 $ 29,850 Change in fair value 36,203 Gain on debt extinguishment with entities under common control (36,053) Carrying value, December 29, 2023 $ 30,000 The following table summarizes the interest expense for our related-party promissory notes during the year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 Interest Debt $300 million December 2021 Promissory Note (1) $ 39,653 $ 27,967 $125 million August 2022 Promissory Note (1) 16,521 5,962 $50 million December 2022 Promissory Note (1) 6,609 478 $30 million March 2023 Promissory Note (1) 4,590 — $30 million June 2023 Promissory Note 2,096 258 $200 million September 2023 Promissory Note 8,185 2,586 Related-Party Fixed-Rate Promissory Notes 8,799 5,145 Total $ 86,453 $ 42,396 _______________ (1) Balances include the amortization of debt discount totaling $0.5 million recorded during the period from December 29, 2023 to December 31, 2023. The interest expense recorded during this period was $0.4 million. The following table summarizes the estimated future contractual obligations for our related-party debt as of December 31, 2023 (in thousands): Principal Payments Interest Payments (1) Convertible Nonconvertible Convertible Nonconvertible Total 2024 $ — $ — $ 79,778 $ 16,708 $ 96,486 2025 410,000 125,000 79,556 16,663 631,219 2026 200,000 — 18,590 — 218,590 Total $ 610,000 $ 125,000 $ 177,924 $ 33,371 $ 946,295 _______________ (1) Interest payments on our promissory notes are calculated based on Term SOFR plus the contractual spread per the loan agreements. The weighted-average interest rate on our promissory notes as of December 31, 2023 was 13.09%. We conduct business with several affiliates under written agreements and informal arrangements. Below is a summary of outstanding balances and a description of significant relationships (in thousands): As of December 31, 2023 2022 Due from related party–NantBio $ 1,294 $ 1,294 Due from related party–NantWorks 541 — Due from related party–Brink 62 271 Due from related parties–Various 122 325 Total due from related parties $ 2,019 $ 1,890 Due to related party–NantBio $ 943 $ 943 Due to related party–Duley Road 136 1,431 Due to related party–the Clinic 57 109 Due to related party–NantWorks — 986 Total due to related parties $ 1,136 $ 3,469 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. Affiliates of NantWorks are also affiliates of the company due to the common control by and/or common ownership interest of our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder. NantWorks, LLC Shared Services Agreement Under the amended and restated shared services agreement dated as of June 2016, but effective as of August 2015, NantWorks, a related party, provides corporate, general and administrative, certain research and development, and other support services. We are charged for these services at cost plus reasonable allocations of employee benefits, facilities and other direct or fairly allocated indirect costs that relate to the employees providing the services. During the years ended December 31, 2023, 2022 and 2021, we recorded $3.3 million, $3.8 million, and $4.4 million, respectively, in selling, general and administrative expense , and $2.2 million, $0.9 million, and $0.4 million, respectively, of expense reimbursements under this arrangement in research and development expense , on the 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 December 31, 2023 and 2022, we had a receivable of $0.5 million and a payable of $1.0 million, respectively, for all agreements with NantWorks, which are included in due from/due to related parties, on the consolidated balance sheets. We also recorded $1.0 million and $2.0 million of prepaid expenses for services that have been passed through to the company from NantWorks as of December 31, 2023 and 2022, respectively, which are included in prepaid expenses and other current assets , on the consolidated balance sheets. Facility License Agreement In 2015, we entered into a facility license agreement with NantWorks for approximately 9,500 rentable square feet of office space in Culver City, California, which was converted to a research and development laboratory and a cGMP manufacturing facility. In 2020, we amended this agreement to extend the term of this license agreement through December 31, 2021. Commencing January 1, 2022, the license fee increased by 3% to approximately $56,120 per month. On May 6, 2022, we amended our facility license agreement with NantWorks to expand the licensed premises by 36,830 rentable square feet to an aggregate total of 46,330 rentable square feet. Effective May 1, 2022, the license fee was approximately $273,700 per month and was subject to a 3% increase commencing on January 1 of each year. The space continues to be rented on a month-to-month basis, which can be terminated by either party with at least 30 days’ prior written notice to th |
Related-Party Agreements
Related-Party Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Agreements | Related-Party Debt Our related-party debt is summarized below (in thousands): Balances as of December 31, 2023 Maturity Interest Principal Less: Total Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note – Tranche 1 (1), (2), (3) 2025 Term SOFR +8.0% $ 125,000 $ 20,414 $ 104,586 Related-Party Convertible Notes: $300 million December 2021 Promissory Note (1), (2), (3) $ 300,000 $ 26,091 $ 273,909 $50 million December 2022 Promissory Note (1), (2), (3) 50,000 4,349 45,651 $30 million June 2023 Promissory Note (2), (3) 30,000 2,609 27,391 $505 million December 2023 Promissory Note Tranche 2 2025 Term SOFR +7.5% 380,000 33,049 346,951 $30 million March 2023 Promissory Note (2), (3) 2025 Term SOFR +8.0% 30,000 — 30,000 $200 million September 2023 Promissory Note (2), (3) 2026 Term SOFR +8.0% 200,000 — 200,000 Total related-party convertible notes $ 610,000 $ 33,049 $ 576,951 Balances as of December 31, 2022 Maturity Interest Principal Accrued PIK Less: Total Related-Party Nonconvertible Notes: $300 million December 2021 Promissory Note (1), (2), (3) 2023 Term SOFR +8.0% $ 300,000 $ — $ 35,822 $ 264,178 $125 million August 2022 Promissory Note (1), (2), (3) 2023 Term SOFR +8.0% 125,000 — 7,039 117,961 $50 million December 2022 Promissory Note (1), (2), (3) 2023 Term SOFR +8.0% 50,000 — 238 49,762 Total related-party nonconvertible notes $ 475,000 $ — $ 43,099 $ 431,901 Related-Party Convertible Notes: Nant Capital 2015 Note Payable (1), (2) 2025 5.0% $ 55,226 $ 9,320 $ 5,188 $ 59,358 Nant Capital 2020 Note Payable (1), (2) 2025 6.0% 50,000 7,039 4,068 52,971 Nant Capital 2021 Note Payable (1), (2) 2025 6.0% 40,000 — 2,580 37,420 NantMobile Note Payable (1), (2) 2025 3.0% 55,000 5,110 5,978 54,132 NCSC Note Payable (1), (2) 2025 5.0% 33,000 7,684 3,294 37,390 Total related-party convertible notes $ 233,226 $ 29,153 $ 21,108 $ 241,271 $300.0 million December 2021 Promissory Note On December 17, 2021, the company executed a $300.0 million promissory note with N ant Capital, an af filiated entity under common control of our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder. The note bore an interest rate of Term SOFR plus 5.4% per annum, payable on a quarterly basis. The outstanding principal amount and any accrued and unpaid interest on advances were due on December 17, 2022. In the event of a default on the loan (as defined in both the original and amended and restated promissory notes), including if the company does not repay the loan at maturity, the company had the right, at its sole option, to convert the outstanding principal amount and accrued and unpaid interest due under this note into shares of the company’s common stock at a price of $5.67 per share. On August 31, 2022, the company and Nant Capital entered into an amended and restated promissory note, pursuant to which the maturity date of the promissory note was extended to December 31, 2023 and the interest rate was amended to Term SOFR plus 8.0% per annum. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was further extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note pursuant to which this existing promissory note was amended to be included in the Tranche 2 principal amount of the amended $505.0 million December 2023 promissory note, with a maturity date of December 31, 2025, and an interest rate of Term SOFR plus 7.5% per annum. Based on the terms of the amended and restated promissory note, the noteholder, at its sole discretion, may convert all of the Tranche 2 $380.0 million principal amount into shares of common stock at a conversion price of $8.2690 per share. $125.0 million August 2022 Promissory Note On August 31, 2022, the company executed a $125.0 million promissory note with Nant Capital. The note bears an interest rate of Term SOFR plus 8.0% per annum, payable on a quarterly basis. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note letter agreement pursuant to which the existing promissory note was amended to be included in the Tranche 1 principal amount of the amended $505.0 million December 2023 promissory note, with a maturity date of December 31, 2025 and an interest rate of Term SOFR plus 8.0% per annum. $50.0 million December 2022 Promissory Note On December 12, 2022, the company executed a $50.0 million promissory note with Nant Capital. The note bore an interest rate of Term SOFR plus 8.0% per annum, payable on a quarterly basis. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. In the event of a specified transaction (as defined in the note), the noteholder can request the outstanding principal and interest due on the loan to be repaid in full upon consummation of such specified transaction. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was further extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note pursuant to which the existing promissory note was amended to be included in the Tranche 2 principal amount of the amended $505.0 million December 2023 promissory note, with a maturity date of December 31, 2025, and an interest rate of Term SOFR plus 7.5% per annum. Pursuant to the terms of the amended and restated promissory note, the investor, in its sole discretion may convert all of the outstanding Tranche 2 principal amount into shares of common stock at a conversion price of $8.2690 per share. The noteholder can request up to $50.0 million of the Tranche 2 principal amount and accrued interest to be repaid upon consummation of such specified transaction. $30.0 million March 2023 Promissory Note On March 31, 2023, the company executed a $30.0 million promissory note with Nant Capital. This note bears interest at Term SOFR plus 8.0% per annum, payable on a quarterly basis. The outstanding principal amount and any accrued and unpaid interest was originally due on December 31, 2023. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. Upon receipt of a written notice of prepayment from the company, the noteholder may choose to convert the outstanding principal amount to be prepaid and the accrued and unpaid interest thereon into shares of the company’s common stock at a price of $2.28 per share. Additionally, the noteholder may at its option convert the entire outstanding principal amount of the promissory note and accrued interest into shares of the company’s common stock at a conversion price of $2.28 per share, at the option of the noteholder. The company received net proceeds of approximately $29.9 million from this financing, net of a $0.1 million origination fee paid to the noteholder. On September 11, 2023, the company and Nant Capital entered into a letter agreement pursuant to which the maturity date of the $30.0 million promissory note described above was extended from December 31, 2023 to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into a letter agreement pursuant to which the maturity date of this promissory note was extended to December 31, 2025. $30.0 million June 2023 Promissory Note On June 13, 2023, the company executed a $30.0 million promissory note with Nant Capital, pursuant to which, the company could request up to three (3) advances of $10.0 million each. The principal amount of each advance bore interest rate at Term SOFR plus 8.0% per annum, payable on a quarterly basis. The outstanding principal amount and any accrued and unpaid interest on advances was originally due on December 31, 2023. We may prepay the outstanding principal amount, together with any accrued interest, on any then-outstanding advances, at any time, in whole or in part, without premium or penalty, and without the prior consent of the noteholder upon five (5) days written notice to the noteholder. We received net proceeds of approximately $29.9 million from this promissory note, net of a $0.1 million origination fee paid to Nant Capital. On September 11, 2023, the company and Nant Capital entered into a letter amendment pursuant to which the maturity date of the promissory note was further extended to December 31, 2024. On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note pursuant to which the existing promissory note was amended to be included in the Tranche 2 principal amount of the amended $505.0 million December 2023 promissory note, with a maturity date of December 31, 2025, and an interest rate of Term SOFR plus 7.5% per annum. Pursuant to the terms of the amended and restated promissory note the investor, in its sole discretion may convert all of the Tranche 2 $380.0 million principal amount into shares of common stock at a conversion price of $8.2690 per share. $200.0 million September 2023 Promissory Note On September 11, 2023, the company executed a $200.0 million convertible promissory note with Nant Capital. The note bears interest at Term SOFR plus 8.0% per annum, payable on a monthly basis. The outstanding principal amount and any accrued and unpaid interest are due on September 11, 2026. We may prepay the outstanding principal amount, together with any accrued interest, at any time, in whole or in part, without premium or penalty upon five (5) days written notice to the noteholder. The noteholder has the sole option to convert all (but not less than all) of the outstanding principal amount and accrued but unpaid interest into shares of the company’s common stock at a conversion price of $1.9350 per share. The company received net proceeds of approximately $199.0 million from this financing, net of a $1.0 million origination fee paid to the noteholder. Footnotes to Related-Party Debt Tables Debt Modification and Debt Extinguishments (1) August 2022 Debt Extinguishment On August 31, 2022, the company amended and restated the above fixed-rate notes payables held by Nant Capital, NantWorks, NantMobile and NCSC, which are entities affiliated with Dr. Soon-Shiong. Prior to the amendments and restatements, these notes bore and thereafter continued to bear interest at a per annum rate ranging from 3.0% to 6.0%, provided that the outstanding principal was and thereafter continued to be due and payable on September 30, 2025, and accrued and unpaid interest was or continued to be payable either upon maturity or, with respect to one of the notes, on a quarterly basis. Prior to the amendments and restatements, the company could and thereafter continued to be able to prepay the outstanding principal (together with accrued and unpaid interest), either in whole or in part, at any time without premium or penalty and without the prior consent of the noteholder, subject to an advance notice period of at least five business days during which the noteholder could convert the amount requested to be prepaid by the company into shares of the company’s common stock, as part of the amendment and restatement. The terms of these fixed-rate promissory notes were amended and restated to include a conversion feature that gave each noteholder, at its sole option, at any time (other than when the noteholder is in receipt of a written notice of prepayment from the borrower), the right to convert the entire outstanding principal amount and accrued and unpaid interest due under each note at the time of conversion into shares of the company’s common stock at a price of $5.67 per share. Since all of the above promissory notes were entered into or amended at the same time and with entities under common control, the company determined that the promissory notes were required to be evaluated collectively to accurately capture the economics of the transactions entered in contemplation of each other and contemporaneously. ASC 470-50 provides that a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date would always be considered substantial and require extinguishment accounting. Accordingly, as a result of the addition of the conversion feature to the fixed-rate promissory notes, the fixed-rate promissory notes and the variable-rate promissory notes were determined to be extinguished given the contemporaneous nature of the amendments. The company performed a valuation of the fixed-rate promissory notes and variable-rate promissory notes before and after amendments. Under this model, the company calculated a gain on extinguishment of $82.9 million, representing the difference between the fair value of the new and amended promissory notes and the carrying value of the extinguished debt, net of any unamortized related-party notes discounts plus the cash proceeds from the new promissory note. Since the debt was obtained from entities under common control, such gain was recorded in additional paid-in capital , on the consolidated statement of stockholders’ deficit during the year ended December 31, 2022. Also, the difference between the face values of the new and amended promissory notes (and accrued interest on the date of the amendment) and the fair values of the new and restated promissory notes was recorded as a debt discount to be amortized to interest expense over the remaining term (or until conversion in the case of fixed-rate promissory notes) of the respective promissory notes. During the year ended December 31, 2022, we recorded amortization of related-party notes discounts totaling $16.3 million in interest expense , on the consolidated statement of operations. The fair values of the promissory notes without a holder conversion option were estimated using discounted cash flow analyses, based on market rates available to the company for similar debt at issuance after consideration of default and credit risk and the level of subordination. The fair values of the fixed-rate promissory notes, which were each modified to include a holder conversion option, were determined based on a binomial lattice convertible note model. The analysis involved the construction of various intermediate lattices: stock price tree, conversion value tree, conversion probability tree, and discount rate tree. Since certain of the factors analyzed are considered to be unobservable inputs, both the discounted cash flow model and the lattice model are considered to be Level 3 valuations. Significant unobservable inputs used for the discounted cash flow analysis included market yields from 18.0% to 24.8% and a risk-free rate of 4.1%, and the significant unobservable inputs used for the binomial lattice model included a volatility of 84.9%, a market yield of 17.4% and a risk-free rate of 3.5%. On December 12, 2022, the company received written notice from NantWorks, the holder of an existing convertible promissory note of NantCell, a wholly-owned subsidiary of the company, of its election to convert the NantCell promissory note into shares of the company’s common stock. As of such date, the holder of the NantCell note converted the entire $56.6 million of outstanding principal and accrued and unpaid interest due under the note into 9,986,920 shares of the company’s common stock at a price of $5.67 per share in accordance with the terms of the promissory note. (2) September 11, 2023 Debt Modification On September 11, 2023, the company entered into a stock purchase agreement with Nant Capital, NantMobile and NCSC pursuant to which the holders exchanged promissory notes totaling approximately $270.0 million in aggregate principal amount and accrued and unpaid interest for an aggregate of 209,291,936 shares of common stock at an exchange price of $1.29 per share. As a result of the exchange, the company was forever released and discharged from all its obligations and liabilities under the notes. On September 11, 2023, the company and Nant Capital entered into a series of letter agreements pursuant to which the maturity date of the related-party nonconvertible notes described above totaling $505.0 million in principal was extended from December 31, 2023 to December 31, 2024. In addition, the company entered into the $200.0 million September 2023 promissory note with Nant Capital. No other material terms or conditions of these promissory notes were modified. Since all of the above promissory notes were entered into or amended at the same time on September 11, 2023 and with entities under common control, the company determined that the promissory notes were required to be evaluated collectively to accurately capture the economics of the transactions entered in contemplation of each other and contemporaneously. Pursuant to ASC 470-50, as the terms of the amendment were not substantially different than the terms of the promissory notes prior to the amendment, the amendment was accounted for as a debt modification. The unamortized debt discounts from the promissory notes are being amortized as an adjustment to interest expense over the remaining term of modified promissory notes that are not recorded at fair value using the effective interest rate method. Also, a $29.6 million increase in fair value of the embedded conversion feature from the debt modification was accounted for as a debt discount to the $200.0 million convertible note that is not recorded at fair value, and a $1.6 million increase in fair value of the embedded conversion feature related to the promissory note recorded at fair value was accounted for as interest expense during the year ended December 31, 2023. Such increase in fair values of the embedded conversion features totaling $31.2 million has been recorded with a corresponding increase in additional paid-in capital , on the consolidated statement of stockholders’ deficit. (3) December 29, 2023 Debt Extinguishment On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note and a letter amendment for the following outstanding promissory notes. Pursuant to the terms of the amended and restated promissory note, the amended $505.0 million December 2023 promissory note is comprised of a Tranche 1 with principal amount of $125.0 million which was previously the $125.0 million August 2022 promissory note before amendment, and a Tranche 2 with principal amount of $380.0 million, which is made up of the previous $300.0 million December 2021 promissory note, $50.0 million December 2022 promissory note and $30.0 million June 2023 promissory note. In addition, the amendment allows Nant Capital, in its sole discretion, to convert all the Tranche 2 principal amount of $380.0 million of the amended promissory note into shares of common stock. The conversion price was subsequently determined at $8.2690 per share based on the agreement. The maturity date of the amended promissory note is December 31, 2025. Pursuant to the terms of the letter amendment, the maturity date of the $30.0 million March 2023 promissory note was extended from December 31, 2024 to December 31, 2025. Also, in connection with the RIPA transaction, all outstanding related-party promissory notes became subordinated to the RIPA payment obligations. The following table summarizes the Nant Capital promissory notes before the amendments on December 29, 2023 (principal amount in thousands): Principal Maturity Conversion Interest Related-Party Nonconvertible Note: $125 million August 2022 Promissory Note $ 125,000 12/31/2024 Term SOFR +8.0% Related-Party Convertible Notes: $300 million December 2021 Promissory Note $ 300,000 12/31/2024 Term SOFR +8.0% $50 million December 2022 Promissory Note 50,000 12/31/2024 Term SOFR +8.0% $30 million June 2023 Promissory Note 30,000 12/31/2024 Term SOFR +8.0% $30 million March 2023 Promissory Note 30,000 12/31/2024 $2.2800 Term SOFR +8.0% $200 million September 2023 Promissory Note 200,000 9/11/2026 $1.9350 Total related-party promissory notes $ 735,000 The following table summarizes the Nant Capital promissory notes after the amendments on December 29, 2023 (principal amount in thousands): Principal Maturity Conversion Interest Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note – Tranche 1 $ 125,000 12/31/2025 Term SOFR +8.0% Related-Party Convertible Notes: $300 million December 2021 Promissory Note $ 300,000 $50 million December 2022 Promissory Note 50,000 $30 million June 2023 Promissory Note 30,000 $505 million December 2023 Promissory Note – Tranche 2 380,000 12/31/2025 $8.2690 Term SOFR +7.5% Total $505 million December 2023 Promissory Note 505,000 $30 million March 2023 Promissory Note 30,000 12/31/2025 $2.2800 Term SOFR +8.0% $200 million September 2023 Promissory Note 200,000 9/11/2026 $1.9350 Term SOFR +8.0% Total related-party promissory notes $ 735,000 Since all of the above outstanding promissory notes were amended at the same time, with entities under common control, the company determined that the promissory notes were required to be evaluated collectively to accurately capture the economics of the transactions entered in contemplation of each other and contemporaneously. Also, in accordance with ASC 470-50 the company used the debt terms that existed before the September 11, 2023 modification to determine whether the current modification is substantially different, as the September 11, 2023 modification was within a year of the current transaction, and the promissory notes, at that time, had been modified without being deemed to be substantially different. As the modifications (September 11, 2023 and December 29, 2023 on a cumulative basis) added a substantive conversion feature to the promissory notes, these promissory notes were determined to be extinguished given the contemporaneous nature of the amendments. The company performed a valuation of all the promissory notes before and after amendments. Under this model, the company calculated a loss on extinguishment of $318.8 million, representing the difference between the fair value of the amended promissory notes and the carrying value of the extinguished debt, net of any unamortized related-party notes discounts. Since the debt was obtained from entities under common control, such loss was recorded in additional paid-in capital. In addition, a debt premium totaling $354.9 million, calculated as the difference between the fair values of certain promissory notes after modifications and their respective face values, was also recorded in additional paid-in capital. Collectively, net gain on debt extinguishment of $36.1 million was recorded in additional paid-in capital, on the consolidated statement of stockholders’ deficit for the year ended December 31, 2023. Also, the difference between face values of certain new and amended promissory notes and their respective fair values of $53.1 million was recorded as a debt discount to be amortized as interest expense over the remaining term. During the year ended December 31, 2023, we recorded amortization of related-party notes discounts totaling $0.5 million in interest expense, on the consolidated statement of operations related to the new and amended promissory notes. In regard to the Tranche 2 principal amount of the $505.0 million December 2023 promissory note, the company identified an embedded derivative related to a contingent exercisable prepayment feature of the promissory note, which allows the noteholder to request up to a $50.0 million prepayment of the promissory note and accrued interest upon the occurrence of a specified transaction. After the debt extinguishment, the company concluded that this promissory note was issued at a substantial discount, so the embedded derivative that is contingent exercisable was required to be bifurcated and accounted separately from the debt host instrument. The fair value of the embedded derivative was estimated at $0.8 million as of December 31, 2023, using a with and without method, which assesses the likelihood and timing of the specified transaction to be triggered and result in a repayment. Significant unobservable inputs used for the valuation included a volatility of 118.0%, a market yield of 23.2% and a risk-free rate of 4.8%. The fair value of Tranche 1 principal amount of the amended $505.0 million December 2023 promissory note, which had no noteholder conversion option, was estimated using discounted cash flow analyses, based on market rates available to the company for similar debt at issuance after consideration of default and credit risk and the level of subordination. The fair value of Tranche 2 of the amended promissory note, which was modified to include a noteholder conversion option, was determined based on a binomial lattice convertible note model. The analysis involved the construction of various intermediate lattices: stock price tree, conversion value tree, conversion probability tree, and discount rate tree. Since certain of the factors analyzed were considered to be unobservable inputs, both the discounted cash flow model and the lattice model are considered to be Level 3 valuations. Significant unobservable inputs used for the discounted cash flow analysis included a market yield of 23.2% and the significant unobservable inputs used for the binomial lattice model included a volatility of 118.0%, a market yield of 23.2% and a risk-free rate of 4.4%. The effective unamortized debt discount rate of the amended Tranche 1 and Tranche 2 principal amount of the $505.0 million December 2023 promissory note is 23.65% and 18.04%, respectively. The fair value of the $200.0 million September 2023 promissory note was determined using the binomial lattice model. Significant unobservable inputs used for the valuation included a volatility of 119.3%, a market yield of 23.3% and a risk-free rate of 5.2%. Prior to December 29, 2023, the $30.0 million March 2023 promissory note was accounted for under the ASC 825-10-15-4 FVO election. Under the FVO election, the note was initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value of the convertible note was computed using the binomial lattice model with the following observable assumptions before it was modified on December 29, 2023. After the debt extinguishment, the note is accounted for under the amortized cost basis. Expected market yield 23.5 % Expected volatility 138.0 % Risk-free rate 5.2 % The change in the carrying value of this note was as follows (in thousands): Fair value at issuance date, March 31, 2023 $ 29,850 Change in fair value 36,203 Gain on debt extinguishment with entities under common control (36,053) Carrying value, December 29, 2023 $ 30,000 The following table summarizes the interest expense for our related-party promissory notes during the year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 Interest Debt $300 million December 2021 Promissory Note (1) $ 39,653 $ 27,967 $125 million August 2022 Promissory Note (1) 16,521 5,962 $50 million December 2022 Promissory Note (1) 6,609 478 $30 million March 2023 Promissory Note (1) 4,590 — $30 million June 2023 Promissory Note 2,096 258 $200 million September 2023 Promissory Note 8,185 2,586 Related-Party Fixed-Rate Promissory Notes 8,799 5,145 Total $ 86,453 $ 42,396 _______________ (1) Balances include the amortization of debt discount totaling $0.5 million recorded during the period from December 29, 2023 to December 31, 2023. The interest expense recorded during this period was $0.4 million. The following table summarizes the estimated future contractual obligations for our related-party debt as of December 31, 2023 (in thousands): Principal Payments Interest Payments (1) Convertible Nonconvertible Convertible Nonconvertible Total 2024 $ — $ — $ 79,778 $ 16,708 $ 96,486 2025 410,000 125,000 79,556 16,663 631,219 2026 200,000 — 18,590 — 218,590 Total $ 610,000 $ 125,000 $ 177,924 $ 33,371 $ 946,295 _______________ (1) Interest payments on our promissory notes are calculated based on Term SOFR plus the contractual spread per the loan agreements. The weighted-average interest rate on our promissory notes as of December 31, 2023 was 13.09%. We conduct business with several affiliates under written agreements and informal arrangements. Below is a summary of outstanding balances and a description of significant relationships (in thousands): As of December 31, 2023 2022 Due from related party–NantBio $ 1,294 $ 1,294 Due from related party–NantWorks 541 — Due from related party–Brink 62 271 Due from related parties–Various 122 325 Total due from related parties $ 2,019 $ 1,890 Due to related party–NantBio $ 943 $ 943 Due to related party–Duley Road 136 1,431 Due to related party–the Clinic 57 109 Due to related party–NantWorks — 986 Total due to related parties $ 1,136 $ 3,469 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. Affiliates of NantWorks are also affiliates of the company due to the common control by and/or common ownership interest of our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder. NantWorks, LLC Shared Services Agreement Under the amended and restated shared services agreement dated as of June 2016, but effective as of August 2015, NantWorks, a related party, provides corporate, general and administrative, certain research and development, and other support services. We are charged for these services at cost plus reasonable allocations of employee benefits, facilities and other direct or fairly allocated indirect costs that relate to the employees providing the services. During the years ended December 31, 2023, 2022 and 2021, we recorded $3.3 million, $3.8 million, and $4.4 million, respectively, in selling, general and administrative expense , and $2.2 million, $0.9 million, and $0.4 million, respectively, of expense reimbursements under this arrangement in research and development expense , on the 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 December 31, 2023 and 2022, we had a receivable of $0.5 million and a payable of $1.0 million, respectively, for all agreements with NantWorks, which are included in due from/due to related parties, on the consolidated balance sheets. We also recorded $1.0 million and $2.0 million of prepaid expenses for services that have been passed through to the company from NantWorks as of December 31, 2023 and 2022, respectively, which are included in prepaid expenses and other current assets , on the consolidated balance sheets. Facility License Agreement In 2015, we entered into a facility license agreement with NantWorks for approximately 9,500 rentable square feet of office space in Culver City, California, which was converted to a research and development laboratory and a cGMP manufacturing facility. In 2020, we amended this agreement to extend the term of this license agreement through December 31, 2021. Commencing January 1, 2022, the license fee increased by 3% to approximately $56,120 per month. On May 6, 2022, we amended our facility license agreement with NantWorks to expand the licensed premises by 36,830 rentable square feet to an aggregate total of 46,330 rentable square feet. Effective May 1, 2022, the license fee was approximately $273,700 per month and was subject to a 3% increase commencing on January 1 of each year. The space continues to be rented on a month-to-month basis, which can be terminated by either party with at least 30 days’ prior written notice to th |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Warrant Liabilities | Warrant Liabilities December 2022 Warrants On December 12, 2022, in connection with the sale of 9,090,909 shares of our common stock to an institutional investor, we entered into a warrant agreement that allows such investor to purchase up to 9,090,909 shares at an exercise price of $6.60 per share. We classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model. The fair value of the warrants was estimated at $35.1 million at the issuance date. Of the placement agent fees and other offering costs totaling $3.0 million, $1.1 million was allocated to the warrants and recorded in other expense, net , on the consolidated statement of operations on the date of the transaction. As of December 31, 2023 and 2022, all 9,090,909 underlying warrants were outstanding. As of December 31, 2023 and 2022, the estimated fair value of the warrants were $17.1 million and $21.6 million, respectively . During the year ended December 31, 2023, a decrease in fair value of $4.5 million was recorded in other expense, net , on the consolidated statement of operations. February 2023 Warrants On February 15, 2023, in connection with the sale of 14,072,615 shares of our common stock to certain institutional investors, we entered into a warrant agreement that allows such investors to purchase up to 14,072,615 shares at an exercise price of $4.2636 per share. We classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model. The fair value of warrants was estimated at $23.7 million at the issuance date. Of the placement agent fees and other offering costs totaling $3.0 million, $1.0 million was allocated to the warrants and recorded in other expense, net , on the consolidated statement of operations on the date of the transaction . On July 25, 2023, the company amended the terms of the warrant, reducing the exercise price of the warrants from $4.2636 per share to $3.2946 per share and extending the expiration date of the warrants until July 24, 2026. Since the warrants were classified as liabilities and measured at fair value, we recognized the change of $7.3 million in fair value of warrant liability in earnings due to the warrant modification. As of December 31, 2023, all 14,072,615 underlying warrants were outstanding, with an estimated fair value of $50.0 million. During the year ended December 31, 2023, an increase in fair value of $26.3 million was recorded in other expense, net , on the consolidated statement of operations. July 2023 Warrants On July 20, 2023, in connection with the sale of 14,569,296 shares of our common stock to certain institutional investors, we entered into a warrant agreement that allows such investors to purchase up to 14,569,296 shares at an exercise price of $3.2946 per share. We classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model. The fair value of warrants was estimated at $25.8 million at the issuance date. Of the placement agent fees and other offering costs totaling $2.5 million, $1.0 million was allocated to the warrants and recorded in other expense, net , on the consolidated statement of operations on the date of the transaction . As of December 31, 2023, all 14,569,296 underlying warrants were outstanding, with an estimated fair value of $51.7 million. During the year ended December 31, 2023, an increase in fair value of $25.9 million was recorded in other expense, net , on the consolidated statement of operations. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Stockholders’ Deficit Stock Authorized for Issuance As of December 31, 2023, the company was authorized to issue up to 1,350,000,000 shares of its common stock, par value $0.0001 per share, and 20,000,000 shares of our preferred stock, par value $0.0001 per share. As of December 31, 2023, there were 670,867,344 shares of our common stock outstanding (excluding 163,800 shares held by a majority owned subsidiary of the company that are treated as treasury shares for accounting purposes). Effective October 18, 2023, we amended and restated our Amended and Restated Certificate of Incorporation to increase the number of shares that the company is authorized to issue from 900,000,000 shares of common stock, $0.0001 par value per share, to 1,350,000,000 shares of common stock, $0.0001 par value per share. The number of shares of preferred stock, $0.0001 par value per share, that the company is authorized to issue remained unchanged at 20,000,000 shares. Common Stock Issued in Connection with the Merger 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 was accounted for as a transaction between entities under common control, the outstanding shares presented on the consolidated financial statements assume that NantCell outstanding common stock was converted into shares of Company Common Stock during the period ended December 31, 2021, and in connection with the conversion, those shares of common stock were recorded at the company’s par value of $0.0001 per share. Stock Repurchases 2015 Share Repurchase Program In 2015, the Board of Directors approved the 2015 Share Repurchase Program, which allows our CEO or CFO, to repurchase on behalf of the company, from time to time in the open market or in privately negotiated transactions, up to $50.0 million of our outstanding shares of common stock, exclusive of any commissions, markups, or expenses. The timing and amounts of any purchases were and will continue to be based on market conditions and other factors, including price, regulatory requirements, and other corporate considerations. The 2015 Share Repurchase Program does not require the purchase of any minimum number of shares and may be suspended, modified, or discontinued at any time without prior notice. We have financed, and expect to continue to finance, the purchases with existing cash balances. Shares repurchased under this program are formally retired through approval of the Board of Directors upon repurchase. During the years ended December 31, 2023, 2022 and 2021, no shares of our common stock were repurchased under the program. Since the plan’s inception, we have repurchased a total of 6,403,489 shares at a total cost of $31.7 million. As of December 31, 2023, $18.3 million remained authorized to use for share repurchases under the program. Shelf Registration Statement During February 2023, we filed a $750.0 million shelf registration statement with the SEC on Form S-3 for the offering and sale of equity and equity-linked securities, including common stock, preferred stock, debt securities, depositary shares, warrants to purchase common stock, preferred stock or debt securities, subscription rights, purchase contracts, and units. During the year ended December 31, 2023, we sold shares of our common stock and warrants valued at $184.4 million under the shelf. As of December 31, 2023, we had $565.6 million available for use under the shelf. This available shelf is in addition to the Open Market Sale Agreement described below. Open Market Sale Agreement In April 2021, we entered into the ATM under which we may offer and sell, from time to time at our sole discretion, shares of our common stock 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 ATM, and also have provided them with customary indemnification and contribution rights. During the years ended December 31, 2023, 2022 and 2021, we received net proceeds of approximately $16.1 million, $13.1 million, and $164.5 million, respectively, from the issuance of shares under the ATM. As of December 31, 2023, we had $208.8 million available for future 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. Registered Direct Offerings 2023 Offerings February 2023 On February 15, 2023, we entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 14,072,615 shares of our common stock, as well as warrants that allow such investors to purchase an additional 14,072,615 shares of common stock at an exercise price of $4.2636 per share, for a purchase price of $3.5530 per share and accompanying warrant. This transaction generated net proceeds of approximately $47.0 million, after deducting placement agent fees and other offering costs of $3.0 million, of which $2.0 million was allocated to the sale of our common stock and recorded in additional paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2023. The warrants became immediately exercisable on February 17, 2023. On July 25, 2023, pursuant to the terms of a letter amendment, the company and the investors agreed to reduce the exercise price of the outstanding February 2023 Warrants from $4.2636 per share to $3.2946 per share and extend the expiration date of the warrants to July 24, 2026. See Note 12 , Warrant Liabilities, for more information. July 2023 On July 20, 2023, we entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 14,569,296 shares of our common stock, as well as warrants that allow such investors to purchase an additional 14,569,296 shares of common stock at an exercise price of $3.2946 per share, for a purchase price of $2.7455 per share and accompanying warrant. This transaction generated net proceeds of approximately $37.5 million, after deducting placement agent fees and other estimated offering costs of $2.5 million, of which $12.7 million was allocated to the sale of our common stock and recorded in additional paid-in capital , on the consolidated statement of stockholders’ deficit during the year ended December 31, 2023. The warrants became immediately exercisable on July 25, 2023 and expire on July 24, 2026. 2022 Offering On December 12, 2022, we entered into a securities purchase agreement with an institutional investor for the sale of 9,090,909 shares of our common stock, as well as warrants that allow such investor to purchase an additional 9,090,909 shares of common stock at an exercise price of $6.60 per share, for a purchase price of $5.50 per share and accompanying warrant. This transaction generated net proceeds of approximately $47.0 million, after deducting placement agent fees and other offering costs of $3.0 million, of which $1.9 million was allocated to the sale of our common stock and recorded in additional-paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2022. Stock Purchase and Option Agreement On December 29, 2023 and in connection with the RIPA, we entered into an SPOA with Oberland pursuant to which we sold an aggregate of approximately $10.0 million of our common stock at $4.1103 per share in a private placement, which resulted in the issuance of 2,432,894 shares of common stock. We received net proceeds of approximately $9.5 million, after deducting offering costs of $0.5 million, which were allocated to the sale of our common stock and recorded in additional-paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2023. Oberland also has an option to purchase up to an additional $10.0 million of our common stock, at a price per share to be determined by reference to the 30-day trailing volume weighted-average price of our common stock, calculated from the date of exercise. The option is exercisable by Oberland any time after the closing of the SPOA, until the earliest of (i) December 29, 2028, (ii) a change of control of the company, or (iii) a sale of substantially all of the company’s assets. Among other limitations, the option may only be exercised to the extent that the common stock issuable pursuant to such exercise would not exceed 19.9% of the common stock outstanding immediately after giving effect to such exercise. We have agreed to file a shelf registration statement allowing for the resale of the common stock acquired under the SPOA and to cause the registration statement to be effective no later than May 15, 2024, or if the SEC decides to review such registration statement, no later than June 30, 2024. Conversion of Promissory Notes into Common Stock On September 11, 2023, the company entered into a stock purchase agreement with Nant Capital, NantMobile and NCSC pursuant to which the related-party purchasers exchanged all such fixed-rate promissory notes, representing approximately $270.0 million in aggregate principal amount and accrued and unpaid interest, in exchange for an aggregate of 209,291,936 shares of common stock at an exchange price of $1.29 per share. On December 12, 2022, the company received written notice from NantWorks, the holder of the existing note, of its election to convert the entire outstanding principal and accrued interest under the existing note into shares of the company’s common stock. As of such date, the entire outstanding principal amount and accrued and unpaid interest due under the existing note of approximately $56.6 million and an unamortized debt discount of $4.7 million were converted into 9,986,920 shares of the company’s common stock at a price of $5.67 per share in accordance with the terms of the Existing Note. We recorded a net increase of $51.9 million in additional paid-in capital, on the consolidated balance sheet related to this transaction. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2015 Equity Incentive Plan In 2015, the Board of Directors adopted, and our stockholders approved, the 2015 Plan. The 2015 Plan, as amended, permits the grant of incentive stock options to the company’s employees, and the grant of non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to the company’s employees, directors, and consultants. In addition, the number of shares reserved for future grant under the 2015 Plan include shares subject to stock options granted under the 2014 Plan that expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2014 Plan that are forfeited to or repurchased by us (provided that the maximum number of shares that may be added to the 2015 Plan pursuant to this provision is approximately 346,840 shares as of December 31, 2023). Pursuant to the Merger, we assumed 7,121,110 RSUs (adjusted for the Exchange Ratio) issued under the NC 2015 Plan. As of December 31, 2023, the 2015 Plan is the only equity plan available for grant of equity awards to employees, directors, and consultants of the company. As of December 31, 2023, approximately 13.1 million shares were available for future grants under the 2015 Plan. Stock-Based Compensation The following table presents stock-based compensation included on the consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 2021 Stock-based compensation expense: Stock options $ 13,884 $ 13,280 $ 11,623 RSUs 35,279 26,899 45,558 $ 49,163 $ 40,179 $ 57,181 Stock-based compensation expense in operating expenses: Research and development $ 17,341 $ 11,669 $ 18,819 Selling, general and administrative 31,822 28,510 38,362 $ 49,163 $ 40,179 $ 57,181 Stock Options The following table summarizes stock option activity and related information for the year ended December 31, 2023: Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding as of December 31, 2022 9,262,926 $ 9.87 $ 4,848 7.2 Granted 949,578 $ 2.99 Exercised (184,362) $ 1.59 Expired/forfeited (207,707) $ 5.53 Outstanding as of December 31, 2023 9,820,435 $ 9.46 $ 6,046 6.6 Vested and exercisable as of December 31, 2023 5,867,252 $ 11.54 $ 4,118 5.4 As of December 31, 2023, the unrecognized compensation cost related to outstanding stock options was $8.4 million, which is expected to be recognized over a remaining weighted-average period of 1.0 years. During the year ended December 31, 2023, the total intrinsic value of stock options exercised was $0.3 million. During the years ended December 31, 2023, 2022 and 2021, cash proceeds received from stock option exercises were $0.3 million, $0.1 million, and $5.4 million, respectively. As of December 31, 2022, a total of 3,445,499 vested and exercisable stock options 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: Year Ended December 31, 2023 2022 2021 Expected term 5.50 years 5.69 years 5.90 years Risk-free interest rate 4.0 % 2.6 % 0.7 % Expected volatility 116.2 % 101.8 % 101.0 % Dividend yield — % — % — % Weighted-average grant date fair value $2.53 $4.20 $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 for the foreseeable future. Restricted Stock Units The following table summarizes RSU activity during the year ended December 31, 2023: Number of Units Weighted- Average Grant Date Fair Value Nonvested balance as of December 31, 2022 6,551,388 $ 18.27 Granted 6,407,432 $ 1.72 Vested (4,545,644) $ 7.33 Forfeited/canceled (909,197) $ 7.99 Nonvested balance as of December 31, 2023 7,503,979 $ 12.01 As of December 31, 2023, there was $38.2 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.2 years. During the year ended December 31, 2023, the total intrinsic value of RSUs vested was $11.1 million. Effective as of August 25, 2023, the Compensation Committee of the Board of Directors granted 5,727,159 RSUs to eligible employees of the company, with the intention of retaining such employees (the “retention award”). The retention award vests according to the following schedule: ½ (one-half) was to vest and vested on September 1, 2023 and ½ (one-half) will vest on January 31, 2024, subject to the recipients continuing to be a “service provider” (as defined in the 2015 Plan) through each applicable vesting date. With respect to RSUs granted, compensation cost was measured using the grant date fair value of $1.65 per share, the closing price of the company’s common stock on August 25, 2023. RSUs awarded to employees and consultants of affiliated companies are accounted for as stock-based compensation in accordance with FASB 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 11 , 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. During the years ended December 31, 2023 and 2022, we recorded $0.4 million, respectively, and $0.9 million of deemed dividends during the year ended December 31, 2021 in additional paid-in capital, on the consolidated balance sheets, with a corresponding credit to stock-based compensation expense. Related-Party Warrants |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are subject to U.S. federal income tax, as well as income tax in Italy, South Korea, California, and other states. From inception through December 31, 2023, we have not been required to pay U.S. federal and state income taxes because of current and accumulated NOLs. Our federal returns for tax years 2020 through 2022 remain open to examination, and our state returns remain subject to examination for tax years 2019 through 2022. The Italian and South Korean returns for tax years 2018 through 2022 remain open to examination. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the IRS or other respective tax authorities. No income tax returns are currently under examination by taxing authorities. There are no cumulative earnings in our Italian and South Korean subsidiaries as of December 31, 2023 that would be subject to U.S. income tax or foreign withholding tax. We plan to indefinitely reinvest any future earnings of our foreign subsidiaries. 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 Code). Our loss before income taxes is as follows (in thousands): Year Ended December 31, 2023 2022 2021 U.S. loss before income taxes $ (581,136) $ (413,653) $ (347,226) Foreign loss before income taxes (2,756) (3,633) (2,613) Loss before income taxes $ (583,892) $ (417,286) $ (349,839) Income tax benefit (expense) consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ — $ — $ — State 26 (38) (9) Foreign — — — Total current 26 (38) (9) Deferred: Federal 5 2 — State 9 2 — Foreign — — — Total deferred 14 4 — Total income tax benefit (expense) $ 40 $ (34) $ (9) The components that comprise our net deferred tax liabilities consist of the following (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 420,782 $ 362,360 Section 174 R&E capitalization 87,721 50,571 Research and development credits 56,610 40,954 Interest expense 39,859 19,974 Stock-based compensation 22,554 20,927 Capital loss 16,192 — Operating lease liabilities 11,605 12,986 Valuation discount 9,095 — Investments 7,544 5,886 Amortization 3,715 3,969 Accrued compensation 3,262 3,398 Other accrued liabilities 2,944 1,640 Other 839 698 Total deferred tax assets 682,722 523,363 Deferred tax liabilities: Debt discount (23,365) (16,527) Operating lease right-of-use assets (9,380) (11,747) Depreciation (1,533) (3,300) Indefinite-lived intangible assets (148) (192) Total deferred tax liabilities (34,426) (31,766) Net deferred tax assets 648,296 491,597 Valuation allowance (648,444) (491,755) Net deferred tax liabilities $ (148) $ (158) As of December 31, 2023, we have federal NOLs of $1.6 billion, state NOLs of $2.0 billion, and foreign NOLs of $14.3 million. Of the $1.6 billion in federal NOLs, $1.2 billion do not expire and will be able to be used to offset 80% of taxable income in future years. Of the $2.0 billion in state NOLs, $50.7 million do not expire and will be able to be used to offset 80% of taxable income in future years. The remaining federal NOL carryforwards expire beginning in 2024, the remaining state NOL carryforwards expire beginning in 2024, the South Korean NOL carryforwards expire beginning in 2024, and the Italian NOLs do not expire. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some or all of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of economic conditions, we recorded a valuation allowance of $648.4 million and $491.8 million as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the valuation allowance increased by $156.6 million and $116.6 million, respectively, which was mainly driven by losses from which we cannot benefit. The portion of the valuation allowance for deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital is $0.2 million. A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2023 2022 2021 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 6.8 % 9.5 % 7.0 % Change in fair value of warrants (1.8) % 0.5 % — % Change in fair value of convertible notes (1.3) % — % — % Investment loss 2.1 % — % — % Other permanent items — % (0.1) % (0.1) % Tax rate adjustment 1.4 % (0.4) % 1.5 % Research and development credits 3.1 % 3.6 % 3.7 % Stock-based compensation (1.0) % (0.5) % 0.5 % Section 162(m) limitation (0.4) % (2.1) % — % Other 0.3 % 1.5 % (0.9) % Valuation allowance (30.2) % (33.0) % (32.7) % Effective income tax rate — % — % — % Pursuant to Sections 382 and 383 of the Code, annual use of our net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. We have not recognized the deferred tax assets for federal and state NOLs and credits of $274.1 million from our deferred tax asset schedules as of December 31, 2023 due to Section 382/383 limitations. There is no impact to tax expense for the derecognition of net operating losses, and federal and state research and development credits due to the valuation allowance recorded against our deferred tax assets. As of December 31, 2023, we also had federal research tax credit carryforwards of $47.7 million and state research tax credits of $29.6 million. The federal research tax credit carryforwards expire beginning in 2032 and certain state research tax credit carryforwards expire beginning in 2030. Our California research tax credits can be carried forward indefinitely. As of December 31, 2023, we also had federal other tax credits carryforwards of $1.3 million and the tax credit carryforwards expire beginning in 2036 Net operating losses and tax credits also are limited when there is a SRLY. These rules generally limit the use of the acquired or departing members’ net operating loss and tax credit carryovers to the amount of taxable income such entity contributes to consolidated taxable income. The 80% limitation also applies to SRLY NOL carryovers and tax credits. Therefore, any SRLY NOLs and tax credits will be subject to this limitation, as well as Section 382 and 383 limitations. As of December 31, 2023 and 2022, we have $164.6 million and $77.6 million of interest, respectively, that is temporarily disallowed pursuant to Section 163(j) of the Code. This interest can be carried forward indefinitely and will be deductible when the company generates sufficient adjusted taxable income. A summary of changes to the amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Unrecognized tax benefits, beginning of year $ 16,252 $ 13,504 $ 20,413 Additions based on tax positions related to the current year 18,976 1,710 536 Additions based on tax positions related to prior years 242 1,038 — Reductions for tax positions of prior years — — (7,445) Unrecognized tax benefits, end of year $ 35,470 $ 16,252 $ 13,504 Included in the balance of unrecognized tax benefits as of December 31, 2023 is $15.1 million that, if recognized, would not impact our income tax benefit or effective tax rate as long as the deferred tax asset remains subject to a full valuation allowance. We do not expect that the unrecognized tax benefits will change within 12 months of December 31, 2023. Due to the existence of the valuation allowance, future changes in our unrecognized tax benefits will not impact our effective tax rate. We have not incurred any material interest or penalties as of the current reporting date with respect to income tax matters. Inflation Reduction Act of 2022 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Compensation Related Costs [Abstract] | |
Employee Benefits | Employee Benefits Defined Contribution Plan In December 2015, we adopted a 401(k) Plan covering all employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the IRS. The company, at its discretion, may make certain contributions to the 401(k) Plan. During the years ended December 31, 2023, 2022 and 2021, we made contributions totaling $2.8 million, $2.7 million, and $1.7 million, respectively, to the 401(k) Plan. Compensated Absences Under our vacation policy, salaried employees are provided unlimited vacation leave. Therefore, we do not record an accrual for paid leave related to these employees since we are unable to reasonably estimate the compensated absences that these employees will take. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Accounting Treatment of the Merger | Accounting Treatment of the Merger The Merger represents a business combination pursuant to ASC 805-50, which was 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 recast our prior period financial statements for the year ended December 31, 2021 to reflect the conveyance of NantCell’s common shares as if the Merger had occurred as of the earliest date of the consolidated financial statements presented. All material intercompany accounts and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the company, its wholly-owned subsidiaries, and a VIE for which the company is the primary beneficiary. Any material intercompany transactions and balances have been eliminated upon consolidation. For consolidated entities in which we have less than 100% ownership, we record net loss attributable to noncontrolling interests, net of tax, on the consolidated statement of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties. We assess whether we are the primary beneficiary of a VIE at the inception of the arrangement and at each reporting date. This assessment is based on our power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance and our obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. If the entity is within the scope of the variable interest model and meets the definition of a 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 a controlling financial interest in the entity and therefore should be considered for consolidation under the voting interest model. |
Use of Estimates | Use of Estimates The preparation of 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 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, CVR measurement and assessments, the measurement of right-of-use assets and lease liabilities, useful lives of long-lived assets, loss contingencies, fair value calculation of warrants, stock options, derivative liabilities, and convertible promissory notes, fair value measurements, revenue interest liability, and the assessment of our ability to fund our operations for at least the next 12 months from the date of issuance of these consolidated 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. Actual results could differ from those estimates. |
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 accrue for the best estimate of a loss within a range; however, if no estimate in the range is better than any other, then we accrue the minimum amount in the range. If we determine that a material loss is reasonably possible, we disclose the possible loss or range of loss, or that the amount of loss cannot be estimated at this time. 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 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. We attempt to minimize credit risk associated with our cash and cash equivalents by periodically evaluating the credit quality of our primary financial institutions. Our investment portfolio is maintained in accordance with our investment policy. While we maintain cash deposits in FDIC insured financial institutions in excess of federally insured limits, we do not believe that we are exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. We have not experienced any losses on such accounts. We also monitor the creditworthiness of the borrower of the convertible promissory note. We believe that any concentration of credit risk in its convertible note receivable was mitigated in part by our ability to convert, if necessary, at the qualifying financing event or upon a payment default into shares of the senior class of equity securities of the borrower. Product candidates developed by us will require approvals or clearances from the FDA or international regulatory agencies prior to commercial sales. There can be no assurance that any of our product candidates will receive any of the required approvals or clearances. If we were to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash equivalents include highly liquid investments with an original maturity of three months or less from the date of purchase. Restricted cash includes a certificate of deposit held as a substitute letter of credit for one of our leased properties. This certificate of deposit is included in other assets, on the consolidated balance sheet as the landlord is the beneficiary of the account and we are not able to access the funds during the term of the lease. |
Marketable Securities and Other Investments | Marketable Securities and Other Investments Marketable Debt Securities We have typically invested our cash in a variety of financial instruments, including investment-grade short- to intermediate-term corporate debt securities, government-sponsored securities and European bonds; however, after our entry into the RIPA, we can no longer invest our excess funds in corporate or European bonds. Certain of our investments are subject to credit, liquidity, market, and interest-rate risks. The general condition of the financial markets and the economy may increase those risks and may affect the value and liquidity of investments and restrict our ability to access the capital markets. Marketable debt securities with remaining maturities of 12 months or less are classified as short-term and marketable securities with remaining maturities greater than 12 months are classified as long-term. All marketable debt securities are reported at fair value and any unrealized gains and losses are reported as a component of accumulated other comprehensive income, on the consolidated statement of stockholders’ deficit, with the exception of unrealized losses believed to be other-than-temporary, which are recorded in interest and investment income (loss), net , on the consolidated statement of operations. Realized gains and losses from sales of securities and the amounts, net of tax, reclassified out of accumulated other comprehensive income , if any, are determined on a specific identification basis. Marketable Equity Securities Investments in mutual funds and equity securities, other than equity method investments, are recorded at fair market value, if fair value is readily determinable and any unrealized gains and losses are included in other expense, net, on the consolidated statement of operations. Realized gains and losses from the sale of the securities are determined on a specific identification basis and the amounts are included in other expense, net, on the consolidated statement of operations. Evaluating Investments for Other-than-Temporary Impairments We periodically evaluate whether declines in fair values of our investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether we have plans to sell the security or whether it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value, and our strategy and intentions for holding the investment. There were no other-than-temporary impairments recorded during the years ended December 31, 2023, 2022 and 2021. |
Equity Method of Accounting | Equity Method of Accounting In circumstances where we have the ability to exercise significant influence over the operating and financial policies of a company in which we have an investment, we utilize the equity method of accounting for recording investment activity. In assessing whether we exercise significant influence, we consider the nature and magnitude of our investment, the voting and protective rights we hold, any participation in the governance of the other company and other relevant factors such as the presence of a collaborative or other business relationship. Under the equity method of accounting, we record our share of the income or loss of the other company as loss on equity method investment |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to operating expenses during the financial period in which they are incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 to 7 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or life of the asset Upon disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the consolidated financial statements and the net amount, less any proceeds, is included in other expense, net , on the consolidated statement of operations. |
Property, Plant and Equipment, Net, Impairment | We review impairment of property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the assets using a discount rate determined by management to be commensurate with the risk inherent to our current business model. |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting in accordance with ASC 805-50. These standards require that the total cost of acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition, with the excess purchase price recorded as goodwill. The allocation of the purchase price is dependent upon certain valuations and other studies. Acquisition costs are expensed as incurred. Contingent consideration incurred in connection with a business combination are recorded at their fair values on the acquisition date and re-measured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair value are recorded as research and development expense, on the consolidated statements of operations and comprehensive loss. Changes in fair value reflect changes to our assumptions regarding probabilities of successful achievement of related milestones, the timing in which the milestones are expected to be achieved, and the discount rate used to estimate the fair value of the obligation. |
Common Control Transactions | Common Control Transactions |
Intangible Assets, Net | Intangible Assets, Net Intangible assets acquired in a business combination or an asset acquisition are initially recognized at their fair value on the acquisition date. Acquired indefinite-lived assets, such as IPR&D, are not amortized until they become definite-lived assets, upon the successful completion of the associated research and development effort. At that time, we evaluate whether the recorded amounts are impaired and make any necessary adjustments, and then determine the useful life of the asset and begin amortization. If the associated research and development effort is abandoned, the related IPR&D assets is written-off and an impairment charge recorded. Acquired definite-lived intangible assets are amortized using the straight-line method over their respective estimated useful lives. The amortization of these intangible assets is included in selling, general and administrative expense, |
Patents | Patents Patent costs, including related legal costs, are expensed as incurred and recorded in selling, general and administrative expense on the consolidated statement of operations. |
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. During the years ended December 31, 2023, 2022 and 2021, no transfers were made into or out of the Level 1, 2 or 3 categories. We will continue to review the fair value inputs on a quarterly basis. |
Collaboration Arrangements | Collaboration Arrangements We analyze our collaboration arrangements to assess whether they are within the scope of FASB ASC Topic 808, Collaborative Arrangements (ASC 808). A collaborative arrangement is a contractual arrangement that involves a joint operating activity. These arrangements involve two or more parties who are active participants in the activity, and are exposed to significant risks and rewards dependent on the commercial success of the activity. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. To the extent the collaboration agreement is within the scope of ASC 808, we also assess whether the arrangement contains multiple elements that are within the scope of other accounting literature. If we conclude that some or all aspects of the agreement are distinct and represent a transaction with a customer, we account for those aspects of the arrangement within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers (ASC 606). Amounts that are owed by collaboration partners within the scope of ASC 808 are recognized as an offset to research and development expense as such amounts are incurred by the collaboration partner. The amounts owed to a collaboration partner are classified as research and development expense. Our collaboration arrangements require us to acquire certain equipment for exclusive use in the joint operating activities. These equipment purchases do not have an alternative use and are therefore expensed as incurred within research and development expense. |
Preclinical and Clinical Trial Accruals | Preclinical and Clinical Trial Accruals As part of the process of preparing the consolidated financial statements, we are required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. We estimate clinical trial and research agreement-related expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on our behalf. In accruing clinical and research-related fees, we estimate the time period over which services will be performed and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, we will adjust the accrual accordingly. Payments made under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered. |
Transactions with Related Parties | Transactions with Related Parties As outlined in Note 10 , Related-Party Debt , and Note 11 , Related-Party Agreements , we have various agreements with related parties. These arrangements can be billed and settled in cash monthly, billed quarterly and settled in cash the following month, or estimated in advance and collected or paid upfront based on expected utilization. Monthly accruals are made for all quarterly billing arrangements. |
Lease Obligations | Lease Obligations For all leases other than short-term leases, at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. At the commencement date, lease right-of-use assets and lease liabilities are determined based on the present value of lease payments to be made over the lease term. Leases are classified as either finance leases or operating leases. As the rate implicit in lease contracts are not readily determinable, we utilize its incremental borrowing rate as a discount rate for purposes of determining the present value of lease payments, which is based on the estimated interest rate at which we could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Prospectively, we will remeasure the lease liability at the net present value of the remaining lease payments using the same incremental borrowing rate that was in effect as of the lease commencement or transition date. Operating lease right-of-use assets also include any rent paid prior to the commencement date, less any lease incentives received, and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We determine the lease term by assuming the exercise of renewal options that are reasonably assured. The exercise of lease renewal options is at our sole discretion. Several of our leases have renewal options, however, the exercise of renewal is only assured for five of our cGMP facilities where we have made significant improvements or extended the lease. We combine our lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) with non-lease components (e.g., common-area maintenance costs and equipment maintenance costs) and as such, we account for lease and non-lease components as a single component. Lease expense also includes amounts relating to variable lease payments. Variable lease payments include amounts relating to common area maintenance and real estate taxes. We do not recognize right-of-use assets and lease liabilities for qualifying short-term leases with an initial lease term of 12 months or less at lease inception. Such leases are expensed on a straight-line basis over the lease term. The lease term includes the non-cancellable period of the lease and any additional periods covered by either options to renew or not to terminate when the company is reasonably certain to exercise. The depreciable life of operating right-of-use-assets and leasehold improvements is limited by the expected lease term. 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 606, and all related ASUs 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 FASB 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. |
Warrants | Warrants The company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For warrants that meet all criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital, on the consolidated statement of stockholders’ deficit at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and on each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in o ther expense, net , on the consolidated statement of operations. The fair value of the warrants was estimated using the Black-Scholes option pricing model. |
Fair Value Option Election | Fair Value Option Election The company accounted for a convertible note issued on March 31, 2023 under the FVO election of ASC 825 until it was amended and restated on December 29, 2023. Prior to its extinguishment on December 29, 2023 , the convertible note was a debt host financial instrument containing embedded features wherein the entire financial instrument was initially measured at its issuance-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. Changes in the estimated fair value of this convertible note were recorded in other expense, net, on the consolidated statement of operations, except that changes in estimated fair value caused by changes in the instrument-specific credit risk were recorded in other comprehensive (loss) income . In accordance with ASC 470-50, when the convertible note was extinguished on December 29, 2023 , the cumulative amount previously recorded in other comprehensive (loss) income resulting from changes in the instrument-specific credit risk were reclassified and reported in current earnings on the consolidated statement of operations. See Note 10 , Related-Party Debt , for more information. |
Debt Modification and Extinguishment | Debt Modification and Extinguishment The company evaluates amendments to its debt instruments in accordance with ASC 470-50. This evaluation includes comparing (1) if applicable, the net present value of future cash flows of the amended debt to that of the original debt and (2) the change in fair value of an embedded conversion feature to that of the carrying amount of the debt immediately prior to amendment to determine, in each case, if a change greater than 10% occurred. In instances where the net present value of future cash flows or the fair value of an embedded conversion feature, if any, changed more than 10%, the company applies extinguishment accounting. In instances where the net present value of future cash flows and the fair value of an embedded conversion feature, if any, changed less than 10%, the company accounts for the amendment to the debt as a debt modification. Gains and losses on debt amendments that are considered extinguishments are recognized in current earnings or in additional paid-in capital if the transactions are with entities under common control. Debt amendments that are considered debt modifications are accounted for prospectively through yield adjustments, based on the revised terms. The increase in fair value of the embedded conversion feature from the debt modification was accounted for as an increase in debt discount with a corresponding increase in additional paid-in capital. Legal fees and other costs incurred with third parties that are directly related to debt modifications are expensed as incurred. Amounts paid by the company to the lenders, are reflected as additional debt discount and amortized as an adjustment of interest expense over remaining term of modified debt using the effective interest rate method. Revenue Interest Liability On December 29, 2023, we entered into the RIPA with Infinity and Oberland. Pursuant to the RIPA, Oberland acquired certain Revenue Interests from us for a gross purchase price of $200.0 million paid on closing. In addition, Oberland may purchase additional Revenue Interests from us in exchange for the $100.0 million Second Payment upon satisfaction of certain conditions specified in the RIPA. Under the RIPA, Oberland has the right to receive quarterly payments from us based on, among other things, a certain percentage of our worldwide net sales, excluding those in China, during such quarter. The RIPA is considered a sale of future revenues and is accounted for as a liability net of a debt discount comprised of deferred issuance costs, the fair value of a freestanding option agreement related to the SPOA, and the fair value of embedded derivatives requiring bifurcation on the consolidated balance sheet. The company imputes interest expense associated with this liability using the effective interest rate method. The effective interest rate is calculated based on the rate that would enable the debt to be repaid in full over the anticipated life of the arrangement. Interest expense is recognized over the estimated term on the consolidated statement of operations. The interest rate on this liability may vary during the term of the agreement depending on a number of factors, including the level of actual and forecasted net sales. The company evaluates the interest rate quarterly based on actual and forecasted net sales utilizing the prospective method. A significant increase or decrease in actual or forecasted net sales will materially impact the revenue interest liability, interest expense, and the time period for repayment. |
Income Taxes | Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record valuation allowances to reduce deferred tax assets to the amount we believe is more likely than not to be realized. We recognize uncertain tax positions when the position will more likely than not be upheld on examination by the taxing authorities based solely upon the technical merits of the positions. We recognize interest and penalties, if any, related to unrecognized income tax uncertainties in income tax benefit (expense), on the consolidated statement of operations. We did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2023 and 2022. |
Stock Repurchases | Stock Repurchases In 2015, the Board of Directors approved the 2015 Share Repurchase Program. As it is our intent for the repurchased shares to be retired, we have elected to account for the shares repurchased using the constructive retirement method. For shares repurchased in excess of par, we record the purchase price in excess of par value in accumulated deficit , on the consolidated balance sheet. |
Derivative Liabilities | Derivative Liabilities Embedded derivatives that are required to be bifurcated from the underlying debt instrument that do not meet the derivative scope exception and equity classification criteria are accounted for and valued as separate financial instruments. The terms of an embedded derivative related to a contingent exercisable prepayment feature of a convertible note have been evaluated and deemed to require bifurcation. This embedded derivative will be initially measured at fair value and will be remeasured to fair value at each reporting date until the derivative is settled. In addition, the RIPA contains certain features that meet the definition of being an embedded derivative requiring bifurcation as a separate compound financial instrument apart from the RIPA. The derivative liability is initially measured at fair value upon issuance and is subject to remeasurement at each reporting period with changes in fair value recognized in other expense, net, on the consolidated statement of operations. |
Revenue Recognition | Revenue Recognition We have primarily generated revenues from non-exclusive license agreements related to our cell lines, the sale of our bioreactors and related consumables and grant programs. The nonexclusive license agreements with a limited number of pharmaceutical and biotechnology companies grant them the right to use our cell lines and intellectual property for non-clinical use. These agreements generally include upfront fees and annual research license fees for such use, as well as commercial license fees for sales of the licensee products developed or manufactured using our intellectual property and cell lines. We have generated revenues from product sales of our proprietary GMP-in-a-Box bioreactors and related consumables, primarily to related parties. Additionally, we also generated revenues from grant programs. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation based on relative standalone selling price and recognized as revenue when, or as, the performance obligation is satisfied. Under our license agreements with customers, we typically promise to provide a license to use certain cell lines and related patents, the related know-how, and future research and development data that affect the license. We have concluded that these promises represent one performance obligation due to the highly interrelated nature of the promises. We provide the cell lines and know-how immediately upon entering into the contracts. Research and development data are provided throughout the term of the contract when and if available. The license agreements may include non-refundable upfront payments, event-based milestone payments, sales-based royalty payments, or some combination of these. The event-based milestone payments represent variable consideration and we use the most likely amount method to estimate this variable consideration. Given the high degree of uncertainly around the achievement of these milestones, we do not recognize revenue from these milestone payments until the uncertainty associated with these payments is resolved. We currently estimate variable consideration related to milestone payments to be zero and, as such, no revenue has been recognized for milestone payments. We recognize revenue from sales-based royalty payments when or as sales occur. On a quarterly basis, we re-evaluate our estimate of milestone variable consideration to determine whether any amount should be included in the transaction price and recorded in revenue prospectively. We also have sold our proprietary GMP-in-a-Box bioreactors and related consumables to affiliated companies. The arrangements typically include delivery of bioreactors, consumables, and providing installation service and perpetual software licenses for using the equipment. We recognize revenue when customers obtain control and can benefit from the promised goods or services, generally upon installation of the bioreactors, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. Upfront payments and fees are recorded as deferred revenue upon receipt and recognized as revenue when we satisfy our performance obligations under these arrangements. Grant revenue is typically paid for reimbursable costs incurred over the duration of the associated research project or clinical trial and is recognized either when expenses reimbursable under the grants have been incurred and payments under the grants become contractually due or when cash is received, depending on the certainty of payment and other factors specific to each grant. |
Research and Development Costs | Research and Development Costs Major components of research and development costs include cash compensation and other personnel-related expenses, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials costs, including CROs and related clinical manufacturing, including third-party CMOs, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on our behalf. Costs incurred in research and development are expensed as incurred. The company classifies its research and development expenses as either external or internal. The company’s external research and development expenses support its various preclinical and clinical programs. The company’s internal research and development expenses include payroll and benefits expenses, facilities and equipment expense, and other indirect research and development expenses incurred in support of its research and development activities. The company’s external and internal resources are not directly tied to any one research or drug discovery program and are typically deployed across multiple programs and are not allocated to specific product candidates or development programs. Included in research and development costs are clinical trial and research expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on our behalf. We record accruals for estimated costs under these contracts. When evaluating the adequacy of the accrued liabilities, we analyze the progress of the preclinical studies or clinical trials, including the phase or completion of events, invoices received, contracted costs and purchase orders. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period based on the facts and circumstances known at that time. Although we do not expect the estimates to be materially different from the amounts actually incurred, if the estimates of the status and timing of services performed differ from the actual status and timing of services performed, we may report amounts that are too high or too low in any particular period. Actual results could differ from our estimates. We adjust the accruals in the period when actual costs become known. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation under the provisions of ASC 718. We estimate fair value of each stock option award on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the use of subjective assumptions, including, but not limited to, expected stock price volatility over the term of the awards and the expected term of the stock options. 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. See Note 14 , Stock-Based Compensation |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income or loss is composed of net (loss) income and other comprehensive (loss) income. Our other comprehensive income or loss consists of net unrealized gains (losses) on marketable debt securities classified as available-for-sale, net of income taxes and foreign currency translation adjustments. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests are recorded for the entities that we consolidate but are not wholly-owned by the company. Noncontrolling interests are classified as a separate component of equity on the consolidated balance sheet and consolidated statement of stockholders’ deficit. Additionally, net loss attributable to noncontrolling interests is reflected separately from consolidated net loss on the consolidated statement of operations and the consolidated statement of stockholders’ deficit. |
Foreign Currencies | Foreign Currencies We have operations and hold assets in Italy and South Korea. The functional currency of the subsidiary in Italy is the Euro, based on the nature of the transactions occurring within this entity, and accordingly, assets and liabilities of this subsidiary are translated into U.S. dollars at exchange rates prevailing as of the balance sheet dates, while the operating results are translated into U.S. dollars using the average exchange rates for the period correlating with those operating results. Adjustments resulting from translating the financial statements of the foreign subsidiary into U.S. dollars are recorded as a component of other comprehensive (loss) income , on the consolidated statement of comprehensive loss. Transaction gains and losses are recorded in other expense, net, on the consolidated statement of operations. |
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. |
Segment and Geographic Information | Segment and Geographic Information |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , to improve its income tax disclosure requirements. Under the ASU, entities must annually (1) disclose specific categories in the rate reconciliation, (2) provide additional information for reconciling items that meet a quantitative threshold, and (3) disclose more detailed information about income taxes paid, including by jurisdiction; pretax income (or loss) from continuing operations; and income tax expense (or benefit). The ASU is effective for fiscal years beginning after December 15, 2024, and interim periods beginning after December 15, 2025, with early adoption permitted. We are currently evaluating the impact of this standard on our disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. We are currently evaluating the impact of this standard on our disclosures. In August 2023, the FASB issued ASU 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement , which requires a joint venture to initially measure all contributions received upon its formation at fair value. This ASU is applicable to joint venture entities with a formation date on or after January 1, 2025 on a prospective basis. We will apply this guidance prospectively in future reporting periods after the guidance is effective to any future arrangements meeting the definition of a joint venture. In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements , which requires that leasehold improvements associated with common control leases be amortized over the useful life of the leasehold improvements to the common control group, regardless of the lease term. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC) and the SEC during the year ended December 31, 2023 did not, or are not expected to, have a material effect on our consolidated financial statements. |
Description of Business (Tables
Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Impact of Change in Reporting Entity on Unaudited Consolidated Statements of Operations | The following table provides the impact of the change in reporting entity on our unaudited condensed consolidated statement of operations for the three months ended March 31, 2021 (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) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 to 7 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or life of the asset Property, plant and equipment, net, consist of the following (in thousands): As of December 31, 2023 2022 Leasehold improvements $ 72,552 $ 68,710 Equipment 69,915 67,945 Construction in progress 84,436 72,693 Software 1,666 1,657 Furniture & fixtures 1,889 1,906 Gross property, plant and equipment 230,458 212,911 Less: Accumulated depreciation and amortization 84,376 69,252 Property, plant and equipment, net $ 146,082 $ 143,659 |
Schedule of Securities Excluded from the Computation of Potentially Dilutive Securities | The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2023 2022 2021 Related-party convertible notes 162,471,837 46,274,965 — Outstanding third-party warrants 37,732,820 9,090,909 — Outstanding stock options 9,820,435 9,262,926 4,124,930 Outstanding RSUs 7,503,979 6,551,388 6,515,889 Outstanding related-party warrants 1,638,000 1,638,000 1,638,000 Total 219,167,071 72,818,188 12,278,819 |
Schedule of Revenue by Geographic Region | We generate a portion of our revenues from outside of the U.S. Information about our revenues by geographic region is as follows (in thousands): Year Ended December 31, 2023 2022 2021 United States $ 31 $ 42 $ 373 Europe 591 198 561 Total segment revenue $ 622 $ 240 $ 934 |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Statement Details [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): As of December 31, 2023 2022 Prepaid research and development costs $ 7,847 $ 11,704 Prepaid services 5,869 8,013 Prepaid insurance 2,242 2,282 Prepaid software license fees 2,100 2,195 Insurance premium financing asset 1,475 1,417 Insurance claims receivable 1,149 — Prepaid equipment maintenance 1,183 833 ERP system implementation cost 1,087 920 Prepaid supplies — 2,160 Other 2,651 1,979 Prepaid expenses and other current assets $ 25,603 $ 31,503 |
Schedule of Property, Plant and Equipment, Net | Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 to 7 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or life of the asset Property, plant and equipment, net, consist of the following (in thousands): As of December 31, 2023 2022 Leasehold improvements $ 72,552 $ 68,710 Equipment 69,915 67,945 Construction in progress 84,436 72,693 Software 1,666 1,657 Furniture & fixtures 1,889 1,906 Gross property, plant and equipment 230,458 212,911 Less: Accumulated depreciation and amortization 84,376 69,252 Property, plant and equipment, net $ 146,082 $ 143,659 |
Schedule of Intangible Assets, Net | The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated (in thousands): December 31, 2023 Weighted- Gross Carrying Accumulated Impairment Net Carrying Definite-lived: Favorable leasehold rights 8.1 $ 20,398 $ (3,825) $ — $ 16,573 Indefinite-lived: IPR&D 1,406 — (886) 520 Total intangible assets $ 21,804 $ (3,825) $ (886) $ 17,093 December 31, 2022 Weighted- Gross Carrying Accumulated Impairment Net Carrying Favorable leasehold rights 9.1 $ 20,398 $ (1,785) $ — $ 18,613 Organized workforce 831 (150) (681) — Total definite-lived intangible assets 21,229 (1,935) (681) 18,613 Indefinite-lived: IPR&D 1,390 — — 1,390 Total intangible assets $ 22,619 $ (1,935) $ (681) $ 20,003 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future amortization expense associated with our definite-lived intangible assets is as follows (in thousands): Years ending December 31: Definite-lived Intangible Assets 2024 $ 2,040 2025 2,040 2026 2,040 2027 2,040 2028 2,040 Thereafter 6,373 Total $ 16,573 |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following (in thousands): As of December 31, 2023 2022 Accrued bonus $ 11,350 $ 12,068 Accrued professional and service fees 9,829 6,685 Accrued research and development costs 7,700 1,930 Accrued compensation 6,241 6,040 Accrued preclinical and clinical trial costs 4,218 4,985 Financing obligation – current portion 1,475 1,417 Accrued construction costs 1,179 7,072 Other 716 1,628 Accrued expenses and other liabilities $ 42,708 $ 41,825 |
Schedule of Interest and Investment (Loss) Income, Net | Interest and investment income (loss), net consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Unrealized losses from equity securities $ (1,591) $ (4,190) $ (4,615) Interest income 863 2,708 836 Investment accretion income (amortization expense), net 1,844 (1,486) (488) Net realized gains (losses) on investments 15 (122) 167 Interest and investment income (loss), net $ 1,131 $ (3,090) $ (4,100) |
Schedule of Interest Expense | Interest expense consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Interest expense on related-party notes payable $ 86,453 $ 47,145 $ 14,695 Amortization of related-party notes discounts 42,396 16,282 62 Other interest expense 349 88 92 Interest expense $ 129,198 $ 63,515 $ 14,849 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Available-for-Sale Marketable Debt Securities | As of December 31, 2023, 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): December 31, 2023 Weighted- Amortized Gross Gross Fair Current: Foreign bonds 0.8 $ 54 $ — $ — $ 54 Mutual funds 40 — (1) 39 Current portion 94 — (1) 93 Noncurrent: Foreign bonds 3.3 939 — (48) 891 Total $ 1,033 $ — $ (49) $ 984 As of December 31, 2022, 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): December 31, 2022 Weighted- Amortized Gross Gross Fair Current: Mutual funds $ 38 $ — $ (2) $ 36 Noncurrent: Foreign bonds 4.5 932 — (92) 840 Total $ 970 $ — $ (94) $ 876 |
Schedule of 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 were as follows (in thousands): December 31, 2023 Less than 12 months More than 12 months Estimated Gross Estimated Gross Mutual funds $ 39 $ (1) $ — $ — Foreign bonds 891 (48) — — Total $ 930 $ (49) $ — $ — December 31, 2022 Less than 12 months More than 12 months Estimated Gross Estimated Gross Mutual funds $ — $ — $ 36 $ (2) Foreign bonds — — 840 (92) Total $ — $ — $ 876 $ (94) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule 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 (in thousands): Fair Value Measurements at December 31, 2023 Total Level 1 Level 2 Level 3 Assets at Fair Value: Current: Cash and cash equivalents $ 265,453 $ 265,453 $ — $ — Equity securities 916 916 — — Foreign bonds 54 — 54 — Mutual funds 39 39 — — Noncurrent: Foreign bonds 891 — 891 — Total assets measured at fair value $ 267,353 $ 266,408 $ 945 $ — Liabilities at Fair Value: Current: Contingent consideration $ (20) (1) $ — $ — $ (20) Noncurrent: Stock option purchase liability (819) (2) — — (819) Derivative liabilities (35,333) (3) — — (35,333) Warrant liabilities (118,770) (4) — — (118,770) Total liabilities measured at fair value $ (154,942) $ — $ — $ (154,942) Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Assets at Fair Value: Current: Cash and cash equivalents $ 104,641 (5) $ 63,860 $ 40,781 $ — Equity securities 2,507 2,507 — — Mutual funds 36 36 — — Noncurrent: Foreign bonds 840 — 840 — Total assets measured at fair value $ 108,024 $ 66,403 $ 41,621 $ — Liabilities at Fair Value: Current: Contingent consideration $ (19) (1) $ — $ — $ (19) Noncurrent: Warrant liability (21,636) (4) — — (21,636) Total liabilities measured at fair value $ (21,655) $ — $ — $ (21,655) _______________ (1) Contingent Consideration 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—Contingent Consideration Related to Business Combinations , for more information. Changes in the carrying amount of contingent consideration were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Fair value, beginning of year $ (19) $ (409) $ (972) Consideration paid — 339 419 Net (increase) decrease in fair value (1) 51 144 Fair value, end of year $ (20) $ (19) $ (409) (2) Stock Option Purchase Liability In connection with the RIPA, we entered into an SPOA pursuant to which Oberland has an option to purchase up to an additional $10.0 million of our common stock, at a price to be determined by reference to the 30-day trailing volume weighted-average price of our common stock calculated from the date of exercise. This stock purchase option was classified as a liability at its fair value upon issuance. The fair value was estimated using probability-weighted scenarios over the likelihood of this option being exercised. As of December 31, 2023, the stock purchase option was outstanding. The fair value of the stock purchase option was estimated at $0.8 million at issuance. Due to the proximity of the inception date of the SPOA to December 31, 2023, the change in fair value was immaterial. See Note 9 , Revenue Interest Purchase Agreement , for more information. (3) Derivative Liabilities The debt incurred pursuant to the RIPA entered on December 29, 2023 contains embedded derivatives requiring bifurcation as a single compound derivative instrument. The company estimated the fair value of the derivative liability using a “with-and-without” method. The with-and-without methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative is the fair value of the derivative liability, which is estimated at $34.5 million as of December 31, 2023. The estimated probability and timing of underlying events triggering the exercisability of the Put Option contained in the RIPA, forecasted cash flows and the discount rate are significant unobservable inputs used to determine the estimated fair value of the entire instrument with the embedded derivative. As of December 31, 2023, the discount rate used for valuation of the derivative liability was 12.1%. See N ote 9 , Revenue Interest Purchase Agreement, for more information. In connection with the December 2023 debt extinguishment, the company identified an embedded derivative related to a contingently exercisable prepayment feature of the amended $505.0 million December 2023 promissory note, which allows the noteholder to request up to a $50.0 million prepayment and accrued interest upon occurrence of a specified transaction (defined in the promissory note). This embedded derivative is recorded as a derivative liability on the consolidated balance sheet and is measured at fair value. Changes in the fair value of the derivative liability are reported as change in fair value of derivative, on the consolidated statement of operations. The fair value of the derivative liability is determined at each period end using a with and without method, which assesses the likelihood and timing of a specified transaction that if triggered could result in a repayment. The fair value of the embedded derivative is estimated at $0.8 million as of December 31, 2023, and will be remeasured to fair value at each reporting date until the derivative is settled. (4) Third-Party Warrant Liabilities December 2022 Warrants In connection with the December 12, 2022 registered direct offering of common stock, the company issued 9,090,909 warrants (December 2022 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023 and 2022, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: Year Ended December 31, 2023 2022 Exercise price per share $6.60 $6.60 Expected term 1.0 years 2.0 years Expected average volatility 119.0 % 99.4 % Expected dividend yield — % — % Risk-free interest rate 4.7 % 4.4 % February 2023 Warrants In connection with the February 15, 2023 registered direct offering of common stock, the company issued 14,072,615 warrants. The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: December 31, Issuance Date February 17, Exercise price per share $3.2946 $4.2636 Expected term 2.6 years 2.0 years Expected average volatility 107.3 % 97.0 % Expected dividend yield — % — % Risk-free interest rate 4.1 % 4.6 % On July 25, 2023, the company reduced the exercise price of the outstanding February 2023 Warrants from $4.2636 per share to $3.2946 per share and extended the expiration date of the warrants until July 24, 2026. The effect of amending the terms of the warrants is reflected in a change in the fair value of warrant liability of $7.3 million. July 2023 Warrants In connection with the July 20, 2023 registered direct offering of common stock, the company issued 14,569,296 warrants (July 2023 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: December 31, Issuance Date July 25, Exercise price per share $3.2946 $3.2946 Expected term 2.6 years 3.0 years Expected average volatility 107.3 % 121.0 % Expected dividend yield — % — % Risk-free interest rate 4.1 % 4.5 % The change in the carrying amount of the warrant liabilities was as follows (in thousands): Total December 2022 February 2023 July 2023 Fair value, December 31, 2022 $ 21,636 $ 21,636 $ — $ — Fair value at issuance 49,534 — 23,698 25,836 Change in fair value 47,600 (4,545) 26,260 25,885 Fair value, December 31, 2023 $ 118,770 $ 17,091 $ 49,958 $ 51,721 December 2022 Fair value at issuance, December 12, 2022 $ 35,096 Change in fair value (13,460) Fair value, December 31, 2022 $ 21,636 (5) As of December 31, 2022, the Level 2 measurements include $32.0 million in U.S. government agency securities and $8.8 million in corporate debt securities with original maturities of less than 90 days. Expected market yield 23.5 % Expected volatility 138.0 % Risk-free rate 5.2 % The change in the carrying value of this note was as follows (in thousands): Fair value at issuance date, March 31, 2023 $ 29,850 Change in fair value 36,203 Gain on debt extinguishment with entities under common control (36,053) Carrying value, December 29, 2023 $ 30,000 |
Collaboration and License Agr_2
Collaboration and License Agreements and Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Schedule of Asset Acquisition | The following table summarizes the fair value of assets acquired as of the acquisition date (in thousands): Construction in progress $ 10,043 Leasehold improvements 6,253 Definite-lived intangible assets (1) 21,229 Other depreciable assets and prepaid expenses 2,983 Total consideration $ 40,508 _______________ (1) |
Lease Arrangements (Tables)
Lease Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to our leases is as follows (in thousands): As of December 31, Classification 2023 2022 Assets Operating lease assets Operating lease right-of-use assets $ 36,543 $ 45,788 Finance lease assets Other assets 58 135 Total lease assets $ 36,601 $ 45,923 Liabilities Current: Operating lease liabilities Operating lease liabilities $ 5,244 $ 2,650 Finance lease liabilities Accrued expenses and other liabilities 64 77 Non-current: Operating lease liabilities Operating lease liabilities, less current portion 39,942 47,951 Finance lease liabilities Other liabilities — 64 Total lease liabilities $ 45,250 $ 50,742 |
Schedule of Information Regarding Leases | Information regarding our lease terms is as follows: Year Ended December 31, 2023 2022 Weighted-average remaining lease term: Operating leases 6.2 years 6.6 years Finance leases 0.8 years 1.8 years Weighted-average discount rate: Operating leases 10.9 % 10.5 % Finance leases 11.7 % 11.7 % The components of lease expense consist of the following (in thousands): Year Ended December 31, 2023 2022 2021 Operating lease costs $ 11,123 $ 11,093 $ 7,977 Short-term lease costs 4,088 3,060 — Finance lease costs (including right-of-use asset 88 80 — Variable lease costs 3,521 3,880 2,862 Total lease expense $ 18,820 $ 18,113 $ 10,839 Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cash paid for operating leases (excluding variable lease costs) $ 9,538 $ 10,241 $ 9,034 Financing cash flow from finance leases 77 58 — Operating cash flow from finance leases 11 15 — |
Schedule of Future Minimum Lease Payments | Years ending December 31: Operating Leases Finance Total 2024 $ 10,354 $ 66 $ 10,420 2025 10,864 — 10,864 2026 8,983 — 8,983 2027 8,220 — 8,220 2028 8,465 — 8,465 Thereafter 16,056 — 16,056 Total future minimum lease payments 62,942 66 63,008 Less: Interest 17,086 2 17,088 Less: Tenant improvement allowance receivable 670 — 670 Present value of operating lease liabilities $ 45,186 $ 64 $ 45,250 |
Revenue Interest Purchase Agr_2
Revenue Interest Purchase Agreement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Interest Purchase Agreement [Abstract] | |
Summarizes the Revenue Interest Liability Activity | The following table summarizes the revenue interest liability activity during the year ended December 31, 2023 (in thousands): Revenue interest liability at inception $ — Proceeds from the RIPA, gross 200,000 Less: Issuance costs 7,491 Proceeds from the RIPA, net 192,509 Debt discount from: Embedded contingent derivative liability (34,500) Issuance of common stock (2,039) Fair value of stock purchase option (819) Interest expense recognized 264 Revenue interest liability as of December 31, 2023 $ 155,415 |
Related-Party Debt (Tables)
Related-Party Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related-Party Promissory Notes | Our related-party debt is summarized below (in thousands): Balances as of December 31, 2023 Maturity Interest Principal Less: Total Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note – Tranche 1 (1), (2), (3) 2025 Term SOFR +8.0% $ 125,000 $ 20,414 $ 104,586 Related-Party Convertible Notes: $300 million December 2021 Promissory Note (1), (2), (3) $ 300,000 $ 26,091 $ 273,909 $50 million December 2022 Promissory Note (1), (2), (3) 50,000 4,349 45,651 $30 million June 2023 Promissory Note (2), (3) 30,000 2,609 27,391 $505 million December 2023 Promissory Note Tranche 2 2025 Term SOFR +7.5% 380,000 33,049 346,951 $30 million March 2023 Promissory Note (2), (3) 2025 Term SOFR +8.0% 30,000 — 30,000 $200 million September 2023 Promissory Note (2), (3) 2026 Term SOFR +8.0% 200,000 — 200,000 Total related-party convertible notes $ 610,000 $ 33,049 $ 576,951 Balances as of December 31, 2022 Maturity Interest Principal Accrued PIK Less: Total Related-Party Nonconvertible Notes: $300 million December 2021 Promissory Note (1), (2), (3) 2023 Term SOFR +8.0% $ 300,000 $ — $ 35,822 $ 264,178 $125 million August 2022 Promissory Note (1), (2), (3) 2023 Term SOFR +8.0% 125,000 — 7,039 117,961 $50 million December 2022 Promissory Note (1), (2), (3) 2023 Term SOFR +8.0% 50,000 — 238 49,762 Total related-party nonconvertible notes $ 475,000 $ — $ 43,099 $ 431,901 Related-Party Convertible Notes: Nant Capital 2015 Note Payable (1), (2) 2025 5.0% $ 55,226 $ 9,320 $ 5,188 $ 59,358 Nant Capital 2020 Note Payable (1), (2) 2025 6.0% 50,000 7,039 4,068 52,971 Nant Capital 2021 Note Payable (1), (2) 2025 6.0% 40,000 — 2,580 37,420 NantMobile Note Payable (1), (2) 2025 3.0% 55,000 5,110 5,978 54,132 NCSC Note Payable (1), (2) 2025 5.0% 33,000 7,684 3,294 37,390 Total related-party convertible notes $ 233,226 $ 29,153 $ 21,108 $ 241,271 The following table summarizes the Nant Capital promissory notes before the amendments on December 29, 2023 (principal amount in thousands): Principal Maturity Conversion Interest Related-Party Nonconvertible Note: $125 million August 2022 Promissory Note $ 125,000 12/31/2024 Term SOFR +8.0% Related-Party Convertible Notes: $300 million December 2021 Promissory Note $ 300,000 12/31/2024 Term SOFR +8.0% $50 million December 2022 Promissory Note 50,000 12/31/2024 Term SOFR +8.0% $30 million June 2023 Promissory Note 30,000 12/31/2024 Term SOFR +8.0% $30 million March 2023 Promissory Note 30,000 12/31/2024 $2.2800 Term SOFR +8.0% $200 million September 2023 Promissory Note 200,000 9/11/2026 $1.9350 Total related-party promissory notes $ 735,000 The following table summarizes the Nant Capital promissory notes after the amendments on December 29, 2023 (principal amount in thousands): Principal Maturity Conversion Interest Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note – Tranche 1 $ 125,000 12/31/2025 Term SOFR +8.0% Related-Party Convertible Notes: $300 million December 2021 Promissory Note $ 300,000 $50 million December 2022 Promissory Note 50,000 $30 million June 2023 Promissory Note 30,000 $505 million December 2023 Promissory Note – Tranche 2 380,000 12/31/2025 $8.2690 Term SOFR +7.5% Total $505 million December 2023 Promissory Note 505,000 $30 million March 2023 Promissory Note 30,000 12/31/2025 $2.2800 Term SOFR +8.0% $200 million September 2023 Promissory Note 200,000 9/11/2026 $1.9350 Term SOFR +8.0% Total related-party promissory notes $ 735,000 The following table summarizes the interest expense for our related-party promissory notes during the year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 Interest Debt $300 million December 2021 Promissory Note (1) $ 39,653 $ 27,967 $125 million August 2022 Promissory Note (1) 16,521 5,962 $50 million December 2022 Promissory Note (1) 6,609 478 $30 million March 2023 Promissory Note (1) 4,590 — $30 million June 2023 Promissory Note 2,096 258 $200 million September 2023 Promissory Note 8,185 2,586 Related-Party Fixed-Rate Promissory Notes 8,799 5,145 Total $ 86,453 $ 42,396 _______________ (1) Balances include the amortization of debt discount totaling $0.5 million recorded during the period from December 29, 2023 to December 31, 2023. The interest expense recorded during this period was $0.4 million. |
Schedule of Estimated Future Contractual Obligations for Related-Party Notes Payable | The following table summarizes the estimated future contractual obligations for our related-party debt as of December 31, 2023 (in thousands): Principal Payments Interest Payments (1) Convertible Nonconvertible Convertible Nonconvertible Total 2024 $ — $ — $ 79,778 $ 16,708 $ 96,486 2025 410,000 125,000 79,556 16,663 631,219 2026 200,000 — 18,590 — 218,590 Total $ 610,000 $ 125,000 $ 177,924 $ 33,371 $ 946,295 _______________ (1) Interest payments on our promissory notes are calculated based on Term SOFR plus the contractual spread per the loan agreements. The weighted-average interest rate on our promissory notes as of December 31, 2023 was 13.09%. |
Schedule 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 (in thousands): Fair Value Measurements at December 31, 2023 Total Level 1 Level 2 Level 3 Assets at Fair Value: Current: Cash and cash equivalents $ 265,453 $ 265,453 $ — $ — Equity securities 916 916 — — Foreign bonds 54 — 54 — Mutual funds 39 39 — — Noncurrent: Foreign bonds 891 — 891 — Total assets measured at fair value $ 267,353 $ 266,408 $ 945 $ — Liabilities at Fair Value: Current: Contingent consideration $ (20) (1) $ — $ — $ (20) Noncurrent: Stock option purchase liability (819) (2) — — (819) Derivative liabilities (35,333) (3) — — (35,333) Warrant liabilities (118,770) (4) — — (118,770) Total liabilities measured at fair value $ (154,942) $ — $ — $ (154,942) Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Assets at Fair Value: Current: Cash and cash equivalents $ 104,641 (5) $ 63,860 $ 40,781 $ — Equity securities 2,507 2,507 — — Mutual funds 36 36 — — Noncurrent: Foreign bonds 840 — 840 — Total assets measured at fair value $ 108,024 $ 66,403 $ 41,621 $ — Liabilities at Fair Value: Current: Contingent consideration $ (19) (1) $ — $ — $ (19) Noncurrent: Warrant liability (21,636) (4) — — (21,636) Total liabilities measured at fair value $ (21,655) $ — $ — $ (21,655) _______________ (1) Contingent Consideration 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—Contingent Consideration Related to Business Combinations , for more information. Changes in the carrying amount of contingent consideration were as follows (in thousands): Year Ended December 31, 2023 2022 2021 Fair value, beginning of year $ (19) $ (409) $ (972) Consideration paid — 339 419 Net (increase) decrease in fair value (1) 51 144 Fair value, end of year $ (20) $ (19) $ (409) (2) Stock Option Purchase Liability In connection with the RIPA, we entered into an SPOA pursuant to which Oberland has an option to purchase up to an additional $10.0 million of our common stock, at a price to be determined by reference to the 30-day trailing volume weighted-average price of our common stock calculated from the date of exercise. This stock purchase option was classified as a liability at its fair value upon issuance. The fair value was estimated using probability-weighted scenarios over the likelihood of this option being exercised. As of December 31, 2023, the stock purchase option was outstanding. The fair value of the stock purchase option was estimated at $0.8 million at issuance. Due to the proximity of the inception date of the SPOA to December 31, 2023, the change in fair value was immaterial. See Note 9 , Revenue Interest Purchase Agreement , for more information. (3) Derivative Liabilities The debt incurred pursuant to the RIPA entered on December 29, 2023 contains embedded derivatives requiring bifurcation as a single compound derivative instrument. The company estimated the fair value of the derivative liability using a “with-and-without” method. The with-and-without methodology involves valuing the whole instrument on an as-is basis and then valuing the instrument without the individual embedded derivative. The difference between the entire instrument with the embedded derivative compared to the instrument without the embedded derivative is the fair value of the derivative liability, which is estimated at $34.5 million as of December 31, 2023. The estimated probability and timing of underlying events triggering the exercisability of the Put Option contained in the RIPA, forecasted cash flows and the discount rate are significant unobservable inputs used to determine the estimated fair value of the entire instrument with the embedded derivative. As of December 31, 2023, the discount rate used for valuation of the derivative liability was 12.1%. See N ote 9 , Revenue Interest Purchase Agreement, for more information. In connection with the December 2023 debt extinguishment, the company identified an embedded derivative related to a contingently exercisable prepayment feature of the amended $505.0 million December 2023 promissory note, which allows the noteholder to request up to a $50.0 million prepayment and accrued interest upon occurrence of a specified transaction (defined in the promissory note). This embedded derivative is recorded as a derivative liability on the consolidated balance sheet and is measured at fair value. Changes in the fair value of the derivative liability are reported as change in fair value of derivative, on the consolidated statement of operations. The fair value of the derivative liability is determined at each period end using a with and without method, which assesses the likelihood and timing of a specified transaction that if triggered could result in a repayment. The fair value of the embedded derivative is estimated at $0.8 million as of December 31, 2023, and will be remeasured to fair value at each reporting date until the derivative is settled. (4) Third-Party Warrant Liabilities December 2022 Warrants In connection with the December 12, 2022 registered direct offering of common stock, the company issued 9,090,909 warrants (December 2022 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023 and 2022, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: Year Ended December 31, 2023 2022 Exercise price per share $6.60 $6.60 Expected term 1.0 years 2.0 years Expected average volatility 119.0 % 99.4 % Expected dividend yield — % — % Risk-free interest rate 4.7 % 4.4 % February 2023 Warrants In connection with the February 15, 2023 registered direct offering of common stock, the company issued 14,072,615 warrants. The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: December 31, Issuance Date February 17, Exercise price per share $3.2946 $4.2636 Expected term 2.6 years 2.0 years Expected average volatility 107.3 % 97.0 % Expected dividend yield — % — % Risk-free interest rate 4.1 % 4.6 % On July 25, 2023, the company reduced the exercise price of the outstanding February 2023 Warrants from $4.2636 per share to $3.2946 per share and extended the expiration date of the warrants until July 24, 2026. The effect of amending the terms of the warrants is reflected in a change in the fair value of warrant liability of $7.3 million. July 2023 Warrants In connection with the July 20, 2023 registered direct offering of common stock, the company issued 14,569,296 warrants (July 2023 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of December 31, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates: December 31, Issuance Date July 25, Exercise price per share $3.2946 $3.2946 Expected term 2.6 years 3.0 years Expected average volatility 107.3 % 121.0 % Expected dividend yield — % — % Risk-free interest rate 4.1 % 4.5 % The change in the carrying amount of the warrant liabilities was as follows (in thousands): Total December 2022 February 2023 July 2023 Fair value, December 31, 2022 $ 21,636 $ 21,636 $ — $ — Fair value at issuance 49,534 — 23,698 25,836 Change in fair value 47,600 (4,545) 26,260 25,885 Fair value, December 31, 2023 $ 118,770 $ 17,091 $ 49,958 $ 51,721 December 2022 Fair value at issuance, December 12, 2022 $ 35,096 Change in fair value (13,460) Fair value, December 31, 2022 $ 21,636 (5) As of December 31, 2022, the Level 2 measurements include $32.0 million in U.S. government agency securities and $8.8 million in corporate debt securities with original maturities of less than 90 days. Expected market yield 23.5 % Expected volatility 138.0 % Risk-free rate 5.2 % The change in the carrying value of this note was as follows (in thousands): Fair value at issuance date, March 31, 2023 $ 29,850 Change in fair value 36,203 Gain on debt extinguishment with entities under common control (36,053) Carrying value, December 29, 2023 $ 30,000 |
Related-Party Agreements (Table
Related-Party Agreements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Outstanding Balances of Related Party Agreements | Below is a summary of outstanding balances and a description of significant relationships (in thousands): As of December 31, 2023 2022 Due from related party–NantBio $ 1,294 $ 1,294 Due from related party–NantWorks 541 — Due from related party–Brink 62 271 Due from related parties–Various 122 325 Total due from related parties $ 2,019 $ 1,890 Due to related party–NantBio $ 943 $ 943 Due to related party–Duley Road 136 1,431 Due to related party–the Clinic 57 109 Due to related party–NantWorks — 986 Total due to related parties $ 1,136 $ 3,469 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expenses Related to Statement of Operations | The following table presents stock-based compensation included on the consolidated statements of operations (in thousands): Year Ended December 31, 2023 2022 2021 Stock-based compensation expense: Stock options $ 13,884 $ 13,280 $ 11,623 RSUs 35,279 26,899 45,558 $ 49,163 $ 40,179 $ 57,181 Stock-based compensation expense in operating expenses: Research and development $ 17,341 $ 11,669 $ 18,819 Selling, general and administrative 31,822 28,510 38,362 $ 49,163 $ 40,179 $ 57,181 |
Schedule of Stock Option Activity and Related Information under Equity Plans | The following table summarizes stock option activity and related information for the year ended December 31, 2023: Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding as of December 31, 2022 9,262,926 $ 9.87 $ 4,848 7.2 Granted 949,578 $ 2.99 Exercised (184,362) $ 1.59 Expired/forfeited (207,707) $ 5.53 Outstanding as of December 31, 2023 9,820,435 $ 9.46 $ 6,046 6.6 Vested and exercisable as of December 31, 2023 5,867,252 $ 11.54 $ 4,118 5.4 |
Schedule of 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: Year Ended December 31, 2023 2022 2021 Expected term 5.50 years 5.69 years 5.90 years Risk-free interest rate 4.0 % 2.6 % 0.7 % Expected volatility 116.2 % 101.8 % 101.0 % Dividend yield — % — % — % Weighted-average grant date fair value $2.53 $4.20 $16.80 |
Schedule of RSU Activity under Equity Plans | The following table summarizes RSU activity during the year ended December 31, 2023: Number of Units Weighted- Average Grant Date Fair Value Nonvested balance as of December 31, 2022 6,551,388 $ 18.27 Granted 6,407,432 $ 1.72 Vested (4,545,644) $ 7.33 Forfeited/canceled (909,197) $ 7.99 Nonvested balance as of December 31, 2023 7,503,979 $ 12.01 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Taxes, Domestic and Foreign | Our loss before income taxes is as follows (in thousands): Year Ended December 31, 2023 2022 2021 U.S. loss before income taxes $ (581,136) $ (413,653) $ (347,226) Foreign loss before income taxes (2,756) (3,633) (2,613) Loss before income taxes $ (583,892) $ (417,286) $ (349,839) |
Schedule of Components of Income Tax Benefit (Provision) | Income tax benefit (expense) consists of the following (in thousands): Year Ended December 31, 2023 2022 2021 Current: Federal $ — $ — $ — State 26 (38) (9) Foreign — — — Total current 26 (38) (9) Deferred: Federal 5 2 — State 9 2 — Foreign — — — Total deferred 14 4 — Total income tax benefit (expense) $ 40 $ (34) $ (9) |
Schedule of Deferred Tax Assets and Liabilities | The components that comprise our net deferred tax liabilities consist of the following (in thousands): As of December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 420,782 $ 362,360 Section 174 R&E capitalization 87,721 50,571 Research and development credits 56,610 40,954 Interest expense 39,859 19,974 Stock-based compensation 22,554 20,927 Capital loss 16,192 — Operating lease liabilities 11,605 12,986 Valuation discount 9,095 — Investments 7,544 5,886 Amortization 3,715 3,969 Accrued compensation 3,262 3,398 Other accrued liabilities 2,944 1,640 Other 839 698 Total deferred tax assets 682,722 523,363 Deferred tax liabilities: Debt discount (23,365) (16,527) Operating lease right-of-use assets (9,380) (11,747) Depreciation (1,533) (3,300) Indefinite-lived intangible assets (148) (192) Total deferred tax liabilities (34,426) (31,766) Net deferred tax assets 648,296 491,597 Valuation allowance (648,444) (491,755) Net deferred tax liabilities $ (148) $ (158) |
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate | A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows: Year Ended December 31, 2023 2022 2021 Federal statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 6.8 % 9.5 % 7.0 % Change in fair value of warrants (1.8) % 0.5 % — % Change in fair value of convertible notes (1.3) % — % — % Investment loss 2.1 % — % — % Other permanent items — % (0.1) % (0.1) % Tax rate adjustment 1.4 % (0.4) % 1.5 % Research and development credits 3.1 % 3.6 % 3.7 % Stock-based compensation (1.0) % (0.5) % 0.5 % Section 162(m) limitation (0.4) % (2.1) % — % Other 0.3 % 1.5 % (0.9) % Valuation allowance (30.2) % (33.0) % (32.7) % Effective income tax rate — % — % — % |
Schedule of Changes to Unrecognized Tax Benefits | A summary of changes to the amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Unrecognized tax benefits, beginning of year $ 16,252 $ 13,504 $ 20,413 Additions based on tax positions related to the current year 18,976 1,710 536 Additions based on tax positions related to prior years 242 1,038 — Reductions for tax positions of prior years — — (7,445) Unrecognized tax benefits, end of year $ 35,470 $ 16,252 $ 13,504 |
Description of Business - Addit
Description of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Mar. 09, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Selling General and Administrative Expense | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Merger-related costs | $ 13 | |||
Executive Chairman and Global Chief Scientific and Medical Officer | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Ownership percentage of outstanding shares of company | 81.80% | |||
NantKwest | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Ownership percentage held by stockholders upon consummation of merger | 28.50% | |||
NantCell | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.001 | |||
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 | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Name Change Event [Line Items] | ||||
Revenue | $ 139 | $ 622 | $ 240 | $ 934 |
Operating expenses: | ||||
Research and development (including amounts with related parties) | 41,128 | 232,366 | 248,149 | 195,958 |
Selling, general and administrative (including amounts with related parties) | 45,275 | 129,620 | 102,708 | 135,256 |
Loss from operations | (86,264) | (362,250) | (351,298) | (330,280) |
Other (expense) income, net (including amounts with related parties) | 5,789 | (221,642) | (65,988) | (19,559) |
Income tax expense | (6) | 40 | (34) | (9) |
Net loss | (80,481) | $ (583,852) | $ (417,320) | $ (349,848) |
Reportable Legal Entities | NantCell | ||||
Name Change Event [Line Items] | ||||
Revenue | 183 | |||
Operating expenses: | ||||
Research and development (including amounts with related parties) | 21,509 | |||
Selling, general and administrative (including amounts with related parties) | 24,382 | |||
Loss from operations | (45,708) | |||
Other (expense) income, net (including amounts with related parties) | (848) | |||
Income tax expense | 0 | |||
Net loss | (46,556) | |||
Reportable Legal Entities | NantKwest | ||||
Name Change Event [Line Items] | ||||
Revenue | 0 | |||
Operating expenses: | ||||
Research and development (including amounts with related parties) | 19,725 | |||
Selling, general and administrative (including amounts with related parties) | 20,903 | |||
Loss from operations | (40,628) | |||
Other (expense) income, net (including amounts with related parties) | 6,637 | |||
Income tax expense | (6) | |||
Net loss | (33,997) | |||
Intercompany Eliminations | ||||
Name Change Event [Line Items] | ||||
Revenue | (44) | |||
Operating expenses: | ||||
Research and development (including amounts with related parties) | (106) | |||
Selling, general and administrative (including amounts with related parties) | (10) | |||
Loss from operations | 72 | |||
Other (expense) income, net (including amounts with related parties) | 0 | |||
Income tax expense | 0 | |||
Net loss | $ 72 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||
Dec. 29, 2023 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2023 | Aug. 30, 2023 | |
Accounting Policies [Line Items] | |||||||
Accumulated deficit | $ (2,961,684,000) | $ (2,378,488,000) | |||||
Net cash used in operating activities | (366,757,000) | (337,509,000) | $ (274,419,000) | ||||
Additional revenue interests, second payment | $ 100,000,000 | ||||||
Other than temporary impairment losses | 0 | 0 | 0 | ||||
Revenue | $ 139,000 | 622,000 | 240,000 | 934,000 | |||
Operating expenses | 362,872,000 | 351,538,000 | 331,214,000 | ||||
Assets | 504,452,000 | 362,356,000 | |||||
Liabilities | $ 1,090,389,000 | 812,176,000 | |||||
Sale of stock, additional purchase option | 10,000,000 | ||||||
Number of operating segments | segment | 1 | ||||||
Number of reportable segments | segment | 1 | ||||||
Revenue Interest Purchase Agreement | |||||||
Accounting Policies [Line Items] | |||||||
Gross purchase price | 200,000,000 | ||||||
GlobeImmune, Inc. | |||||||
Accounting Policies [Line Items] | |||||||
Revenue | $ 0 | 0 | 0 | ||||
Interest rate with related party | 5% | ||||||
Advances to support operations | $ 0 | 0 | |||||
Operating expenses | 300,000 | 500,000 | $ 700,000 | ||||
Assets | 1,400,000 | 1,400,000 | |||||
Liabilities | 0 | $ 0 | |||||
GlobeImmune, Inc. | Advances To Related Party | Affiliated Entity | |||||||
Accounting Policies [Line Items] | |||||||
Advances to related party | $ 6,000,000 | ||||||
GlobeImmune, Inc. | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of ownership interest by parent | 69.10% | 69.10% | 69.10% | ||||
NANTibody, LLC | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of ownership interest by parent | 100% | 60% | 60% | 100% | 60% | ||
February 2023 Shelf Registration Statement | |||||||
Accounting Policies [Line Items] | |||||||
Available for future stock issuance | $ 565,600,000 | ||||||
Stock Purchase and Option Agreement | |||||||
Accounting Policies [Line Items] | |||||||
Sale of stock, additional purchase option | $ 10,000,000 | ||||||
ATM Offering Program | |||||||
Accounting Policies [Line Items] | |||||||
Available for future stock issuance | 208,800,000 | ||||||
License Agreement | |||||||
Accounting Policies [Line Items] | |||||||
Revenue | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details) | Dec. 31, 2023 |
Buildings | |
Property Plant And Equipment [Line Items] | |
Useful life | 39 years |
Software | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Laboratory equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Useful life | 5 years |
Laboratory equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Useful life | 7 years |
Furniture & fixtures | |
Property Plant And Equipment [Line Items] | |
Useful life | 5 years |
IT equipment | |
Property Plant And Equipment [Line Items] | |
Useful life | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 219,167,071 | 72,818,188 | 12,278,819 |
Related-party convertible notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 162,471,837 | 46,274,965 | 0 |
Outstanding third-party warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 37,732,820 | 9,090,909 | 0 |
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) | 9,820,435 | 9,262,926 | 4,124,930 |
Outstanding RSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,503,979 | 6,551,388 | 6,515,889 |
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 | 1,638,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 139 | $ 622 | $ 240 | $ 934 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 31 | 42 | 373 | |
Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 591 | $ 198 | $ 561 |
Financial Statement Details - P
Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Financial Statement Details [Abstract] | ||
Prepaid research and development costs | $ 7,847 | $ 11,704 |
Prepaid services | 5,869 | 8,013 |
Prepaid insurance | 2,242 | 2,282 |
Prepaid software license fees | 2,100 | 2,195 |
Insurance premium financing asset | 1,475 | 1,417 |
Insurance claims receivable | 1,149 | 0 |
Prepaid equipment maintenance | 1,183 | 833 |
ERP system implementation costs | 1,087 | 920 |
Prepaid supplies | 0 | 2,160 |
Other | 2,651 | 1,979 |
Prepaid expenses and other current assets (including amounts with related parties) | $ 25,603 | $ 31,503 |
Financial Statement Details -_2
Financial Statement Details - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | $ 230,458 | $ 212,911 |
Less: Accumulated depreciation and amortization | 84,376 | 69,252 |
Property, plant and equipment, net | 146,082 | 143,659 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 72,552 | 68,710 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 69,915 | 67,945 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 84,436 | 72,693 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 1,666 | 1,657 |
Furniture & fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | $ 1,889 | $ 1,906 |
Financial Statement Details - A
Financial Statement Details - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2016 | |
Financial Statement Details [Line Items] | ||||
Depreciation expense | $ 16,500 | $ 16,300 | $ 14,200 | |
Amortization expense | 2,000 | 1,900 | ||
Impairment of intangible assets | 886 | 681 | 0 | |
Net Carrying Amount | $ 520 | 1,390 | ||
Convertible note receivable, discount option, percent | 2,500% | |||
Convertible note receivable | $ 6,879 | 6,629 | ||
Interest receivable | 1,900 | 1,600 | ||
IPR&D | ||||
Financial Statement Details [Line Items] | ||||
Impairment of intangible assets | 900 | 0 | $ 0 | |
Net Carrying Amount | $ 500 | 1,400 | ||
Riptide Bioscience, Inc. | ||||
Financial Statement Details [Line Items] | ||||
Convertible note receivable | $ 5,000 | |||
Interest rate | 5% | |||
Milestone payment, payable amount | $ 47,000 | |||
Riptide Bioscience, Inc. | Maximum | ||||
Financial Statement Details [Line Items] | ||||
Milestone payment, amount | $ 100,000 | |||
Dunkirk Facility | Organized workforce | ||||
Financial Statement Details [Line Items] | ||||
Write off of remaining unamortized organized workforce intangible assets | $ 700 |
Financial Statement Details - I
Financial Statement Details - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Definite-lived intangible assets | ||
Gross Carrying Amount | $ 21,229 | |
Accumulated Amortization | $ (3,825) | (1,935) |
Impairment | (681) | |
Net Carrying Amount | 16,573 | 18,613 |
Indefinite-lived intangible assets | ||
Gross Carrying Amount | 1,406 | 1,390 |
Impairment | (886) | |
Net Carrying Amount | 520 | 1,390 |
Gross Carrying Amount | 21,804 | 22,619 |
Impairment | (886) | (681) |
Intangible assets, net | 17,093 | 20,003 |
Future amortization expense | ||
2024 | 2,040 | |
2025 | 2,040 | |
2026 | 2,040 | |
2027 | 2,040 | |
2028 | 2,040 | |
Thereafter | 6,373 | |
Net Carrying Amount | $ 16,573 | $ 18,613 |
Definite-lived: Favorable leasehold rights | ||
Definite-lived intangible assets | ||
Weighted- Average Life (in years) | 8 years 1 month 6 days | 9 years 1 month 6 days |
Gross Carrying Amount | $ 20,398 | $ 20,398 |
Accumulated Amortization | (3,825) | (1,785) |
Impairment | 0 | 0 |
Net Carrying Amount | 16,573 | 18,613 |
Future amortization expense | ||
Net Carrying Amount | $ 16,573 | 18,613 |
Organized workforce | ||
Definite-lived intangible assets | ||
Gross Carrying Amount | 831 | |
Accumulated Amortization | (150) | |
Impairment | (681) | |
Net Carrying Amount | 0 | |
Future amortization expense | ||
Net Carrying Amount | $ 0 |
Financial Statement Details -_3
Financial Statement Details - Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Financial Statement Details [Abstract] | ||
Accrued bonus | $ 11,350 | $ 12,068 |
Accrued professional and service fees | 9,829 | 6,685 |
Accrued research and development costs | 7,700 | 1,930 |
Accrued compensation | 6,241 | 6,040 |
Accrued preclinical and clinical trial costs | 4,218 | 4,985 |
Financing obligation – current portion | 1,475 | 1,417 |
Accrued construction costs | 1,179 | 7,072 |
Other | 716 | 1,628 |
Accrued expenses and other liabilities | $ 42,708 | $ 41,825 |
Financial Statement Details -_4
Financial Statement Details - Interest and Investment Income (Loss), Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Statement Details [Abstract] | |||
Unrealized losses from equity securities | $ (1,591) | $ (4,190) | $ (4,615) |
Interest income | 863 | 2,708 | 836 |
Investment accretion income (amortization expense), net | 1,844 | (1,486) | (488) |
Net realized gains (losses) on investments | 15 | (122) | 167 |
Interest and investment income (loss), net | $ 1,131 | $ (3,090) | $ (4,100) |
Financial Statement Details -_5
Financial Statement Details - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Statement Details [Line Items] | |||
Amortization of related-party notes discounts | $ 42,396 | $ 16,282 | $ 62 |
Other interest expense | 349 | 88 | 92 |
Interest expense | 129,198 | 63,515 | 14,849 |
Affiliated Entity | |||
Financial Statement Details [Line Items] | |||
Interest expense on related-party notes payable | $ 86,453 | $ 47,145 | $ 14,695 |
Financial Instruments - Availab
Financial Instruments - Available-for-Sale Marketable Debt Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 1,033 | $ 970 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (49) | (94) |
Fair Value | 984 | 876 |
Current Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 94 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1) | |
Fair Value | $ 93 | |
Current Assets | Foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Weighted- Average Remaining Contractual Life (in years) | 9 months 18 days | |
Amortized Cost | $ 54 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Fair Value | 54 | |
Current Assets | Mutual funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 40 | 38 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (1) | (2) |
Fair Value | $ 39 | $ 36 |
Noncurrent Assets | Foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Weighted- Average Remaining Contractual Life (in years) | 3 years 3 months 18 days | 4 years 6 months |
Amortized Cost | $ 939 | $ 932 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (48) | (92) |
Fair Value | $ 891 | $ 840 |
Financial Instruments - Accumul
Financial Instruments - Accumulated Unrealized Losses on Debt Securities Classified as Available-for-Sale in Continuous Loss Position (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) security | Dec. 31, 2022 USD ($) | |
Investments, Debt and Equity Securities [Abstract] | ||
Debt securities, available-for-sale, unrealized loss position, number of positions | security | 12 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | $ 930 | $ 0 |
Less than 12 months, Gross Unrealized Losses | (49) | 0 |
More than 12 months, Estimated Fair Value | 0 | 876 |
More than 12 months, Gross Unrealized Losses | 0 | (94) |
Mutual funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | 39 | 0 |
Less than 12 months, Gross Unrealized Losses | (1) | 0 |
More than 12 months, Estimated Fair Value | 0 | 36 |
More than 12 months, Gross Unrealized Losses | 0 | (2) |
Foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | 891 | 0 |
Less than 12 months, Gross Unrealized Losses | (48) | 0 |
More than 12 months, Estimated Fair Value | 0 | 840 |
More than 12 months, Gross Unrealized Losses | $ 0 | $ (92) |
Foreign bonds | Noncurrent Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Weighted- Average Remaining Contractual Life (in years) | 3 years 3 months 18 days | 4 years 6 months |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Available For Sale Securities [Line Items] | |||
Other than temporary impairment losses | $ 0 | $ 0 | $ 0 |
Investments in marketable equity securities with readily determinable fair values | 900,000 | 2,500,000 | |
Unrealized losses on equity securities | 1,591,000 | 4,190,000 | 4,615,000 |
Debt Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Other than temporary impairment losses | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 267,353 | $ 108,024 |
Liabilities measured at fair value | (154,942) | (21,655) |
Current Assets | Equity securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 916 | 2,507 |
Current Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 54 | |
Current Assets | Mutual funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 39 | 36 |
Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 265,453 | 104,641 |
Noncurrent Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 891 | 840 |
Current Liabilities | Contingent consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | (20) | (19) |
Noncurrent Liabilities | Stock option purchase liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | (819) | |
Noncurrent Liabilities | Derivative liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | (35,333) | |
Noncurrent Liabilities | Warrant liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | (118,770) | (21,636) |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 266,408 | 66,403 |
Liabilities measured at fair value | 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 | 916 | 2,507 |
Level 1 | Current Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Level 1 | Current Assets | Mutual funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 39 | 36 |
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 | 265,453 | 63,860 |
Level 1 | 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 1 | Current Liabilities | Contingent consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Level 1 | Noncurrent Liabilities | Stock option purchase liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | |
Level 1 | Noncurrent Liabilities | Derivative liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | |
Level 1 | Noncurrent Liabilities | Warrant liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 945 | 41,621 |
Liabilities measured at fair value | 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 | 54 | |
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 | 0 | 40,781 |
Level 2 | Noncurrent Assets | Foreign bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 891 | 840 |
Level 2 | Current Liabilities | Contingent consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Level 2 | Noncurrent Liabilities | Stock option purchase liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | |
Level 2 | Noncurrent Liabilities | Derivative liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | 0 | |
Level 2 | Noncurrent Liabilities | Warrant liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities 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 |
Liabilities measured at fair value | (154,942) | (21,655) |
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 | 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 | Current Liabilities | Contingent consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | (20) | (19) |
Level 3 | Noncurrent Liabilities | Stock option purchase liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | (819) | |
Level 3 | Noncurrent Liabilities | Derivative liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | (35,333) | |
Level 3 | Noncurrent Liabilities | Warrant liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities measured at fair value | $ (118,770) | $ (21,636) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Dec. 29, 2023 USD ($) | Jul. 25, 2023 USD ($) $ / shares yr | Jul. 20, 2023 USD ($) $ / shares shares | Feb. 15, 2023 USD ($) shares | Dec. 12, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) yr $ / shares shares | Dec. 31, 2022 USD ($) yr $ / shares shares | Dec. 31, 2021 USD ($) | Feb. 17, 2023 yr $ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Fair value, beginning of year | $ 21,636 | ||||||||
Consideration paid | 49,534 | ||||||||
Net increase (decrease) in fair value | 47,600 | ||||||||
Fair value, end of year | 118,770 | $ 21,636 | |||||||
Fair value stock purchase option | (800) | ||||||||
Embedded derivative | 800 | ||||||||
Change in fair value of warrant liabilities | $ 47,600 | (13,460) | $ 0 | ||||||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of warrant liabilities | ||||||||
Promissory Notes | $505 million December 2023 Promissory Note | Affiliated Entity | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Principal amount | $ 505,000 | ||||||||
Prepayment and accrued interest upon specified transaction | 50,000 | ||||||||
Contingent consideration | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Fair value, beginning of year | 19 | 409 | 972 | ||||||
Consideration paid | 0 | 339 | 419 | ||||||
Net increase (decrease) in fair value | (1) | 51 | 144 | ||||||
Fair value, end of year | $ 20 | 19 | $ 409 | ||||||
Stock Purchase and Option Agreement | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Sales of stock issued in transaction | $ 10,000 | ||||||||
Private Placement | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Sales of stock issued in transaction | $ 47,000 | ||||||||
Risk-free rate | Embedded derivative | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Derivative liability, discount rate | 0.121 | ||||||||
December 2022 Warrants | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Fair value, beginning of year | $ 21,636 | ||||||||
Consideration paid | 0 | 35,096 | |||||||
Net increase (decrease) in fair value | (4,545) | (13,460) | |||||||
Fair value, end of year | $ 35,100 | $ 17,091 | $ 21,636 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 6.60 | ||||||||
December 2022 Warrants | Private Placement | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Number of warrants outstanding (in shares) | shares | 9,090,909 | 9,090,909 | 9,090,909 | ||||||
Number of securities called by warrants (in shares) | shares | 9,090,909 | ||||||||
December 2022 Warrants | Exercise price per share | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | $ / shares | 6.60 | 6.60 | |||||||
December 2022 Warrants | Expected term | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | yr | 1,000 | 2,000 | |||||||
December 2022 Warrants | Expected average volatility | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | 1.190 | 0.994 | |||||||
December 2022 Warrants | Expected dividend yield | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | 0 | 0 | |||||||
December 2022 Warrants | Risk-free interest rate | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | 0.047 | 0.044 | |||||||
February 2023 Warrants | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Fair value, beginning of year | $ 0 | ||||||||
Consideration paid | 23,698 | ||||||||
Net increase (decrease) in fair value | 26,260 | ||||||||
Fair value, end of year | $ 23,700 | $ 49,958 | $ 0 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.2946 | $ 4.2636 | |||||||
Change in fair value of warrant liabilities | $ 7,300 | ||||||||
February 2023 Warrants | Private Placement | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Number of warrants outstanding (in shares) | shares | 14,072,615 | 14,072,615 | 14,072,615 | ||||||
February 2023 Warrants | Exercise price per share | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | $ / shares | 3.2946 | 4.2636 | |||||||
February 2023 Warrants | Expected term | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | yr | 2,600 | 2,000 | |||||||
February 2023 Warrants | Expected average volatility | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | 1.073 | 0.970 | |||||||
February 2023 Warrants | Expected dividend yield | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | 0 | 0 | |||||||
February 2023 Warrants | Risk-free interest rate | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | 0.041 | 0.046 | |||||||
July 2023 Warrants | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Fair value, beginning of year | $ 0 | ||||||||
Consideration paid | 25,836 | ||||||||
Net increase (decrease) in fair value | 25,885 | ||||||||
Fair value, end of year | $ 25,800 | $ 51,721 | $ 0 | ||||||
July 2023 Warrants | Private Placement | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Sales of stock issued in transaction | $ 37,500 | ||||||||
Number of warrants outstanding (in shares) | shares | 14,569,296 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.2946 | ||||||||
Number of securities called by warrants (in shares) | shares | 14,569,296 | ||||||||
July 2023 Warrants | Exercise price per share | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | $ / shares | 3.2946 | 3.2946 | |||||||
July 2023 Warrants | Expected term | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | yr | 3,000 | 2,600 | |||||||
July 2023 Warrants | Expected average volatility | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | 1.210 | 1.073 | |||||||
July 2023 Warrants | Expected dividend yield | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | 0 | 0 | |||||||
July 2023 Warrants | Risk-free interest rate | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Measurement input | 0.045 | 0.041 | |||||||
Fair Value, Measurements, Recurring | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Assets measured at fair value | $ 267,353 | 108,024 | |||||||
Fair Value, Measurements, Recurring | Level 2 | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Assets measured at fair value | 945 | 41,621 | |||||||
Fair Value, Measurements, Recurring | Current Assets | Cash and cash equivalents | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Assets measured at fair value | 265,453 | 104,641 | |||||||
Fair Value, Measurements, Recurring | Current Assets | Cash and cash equivalents | Level 2 | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Assets measured at fair value | $ 0 | 40,781 | |||||||
Fair Value, Measurements, Recurring | Current Assets | Government-sponsored securities | Cash and cash equivalents | Level 2 | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Assets measured at fair value | 32,000 | ||||||||
Fair Value, Measurements, Recurring | Current Assets | Corporate debt securities | Cash and cash equivalents | Level 2 | |||||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||||
Assets measured at fair value | $ 8,800 |
Collaboration and License Agr_3
Collaboration and License Agreements and Acquisition - Collaboration Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Nov. 30, 2021 | Jan. 31, 2018 | Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development Arrangements with Federal Government [Line Items] | ||||||
Loss on equity method investment | $ 7,549 | $ 12,107 | $ 803 | |||
Other (expense) income, net (including amounts with related parties) | $ 5,789 | (221,642) | (65,988) | (19,559) | ||
Amyris Joint Venture | ||||||
Research and Development Arrangements with Federal Government [Line Items] | ||||||
Advances to support operations | $ 0 | 1,000 | ||||
Percentage of ownership interest | 50% | |||||
Loss on equity method investment | $ 7,500 | 12,100 | 800 | |||
Other (expense) income, net (including amounts with related parties) | (7,500) | (11,900) | ||||
Amyris Joint Venture | Amyris, Inc. | ||||||
Research and Development Arrangements with Federal Government [Line Items] | ||||||
Advances to support operations | 1,000 | |||||
National Cancer Institute (NCI) | 2015 CRADA | ||||||
Research and Development Arrangements with Federal Government [Line Items] | ||||||
Annual payment for support of research activities | $ 600 | |||||
National Cancer Institute (NCI) | 2015 CRADA | Research and development | ||||||
Research and Development Arrangements with Federal Government [Line Items] | ||||||
Payment for support of research activities | $ 1,300 | $ 1,200 | $ 1,100 | |||
National Cancer Institute (NCI) | 2015 CRADA, Amendment | ||||||
Research and Development Arrangements with Federal Government [Line Items] | ||||||
Annual project funding amount | $ 1,300 |
Collaboration and License Agr_4
Collaboration and License Agreements and Acquisition - License Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 USD ($) | Sep. 30, 2021 USD ($) | May 31, 2021 USD ($) licenseAgreement | Mar. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2017 USD ($) | |
Licensing Agreement [Line Items] | |||||||||
Research and development expense | $ 41,128,000 | $ 232,366,000 | $ 248,149,000 | $ 195,958,000 | |||||
Loss on equity method investment | 7,549,000 | 12,107,000 | 803,000 | ||||||
3M IPC and Access to Advanced Health Institute License Agreement | License Agreement Terms | 2022 | |||||||||
Licensing Agreement [Line Items] | |||||||||
Periodic license payments | $ 2,250,000 | ||||||||
Annual minimum licensing payment | 1,000,000 | ||||||||
License maintenance fees | $ 1,750,000 | ||||||||
Research and development expense | 2,000,000 | 1,000,000 | 500,000 | ||||||
Access to Advanced Health Institute (AAHI) | |||||||||
Licensing Agreement [Line Items] | |||||||||
Number of license agreements | licenseAgreement | 2 | ||||||||
Non-refundable upfront cash payments | $ 2,000,000 | ||||||||
Milestone payment, aggregate maximum | $ 2,500,000 | ||||||||
Milestone fees | 0 | 0 | |||||||
Access to Advanced Health Institute (AAHI) | License Agreement Terms | |||||||||
Licensing Agreement [Line Items] | |||||||||
Non-refundable upfront cash payments | $ 1,500,000 | ||||||||
Milestone payment, aggregate maximum | $ 4,000,000 | ||||||||
Termination fee | 10,000,000 | ||||||||
Access to Advanced Health Institute (AAHI) | License Agreement Terms | 2022 | |||||||||
Licensing Agreement [Line Items] | |||||||||
License maintenance fees | $ 3,000,000 | ||||||||
Research and development expense | 4,500,000 | 1,800,000 | $ 1,500,000 | ||||||
Access to Advanced Health Institute (AAHI) | License Agreement Terms | 2023 through 2030 | |||||||||
Licensing Agreement [Line Items] | |||||||||
License maintenance fees | 5,500,000 | ||||||||
Access to Advanced Health Institute (AAHI) | Sponsored Research Agreement | |||||||||
Licensing Agreement [Line Items] | |||||||||
Research and development expense | 1,200,000 | ||||||||
License payable | 500,000 | ||||||||
Loss on equity method investment | $ 3,700,000 | ||||||||
Access to Advanced Health Institute (AAHI) | Sponsored Research Agreement | Minimum | |||||||||
Licensing Agreement [Line Items] | |||||||||
Annual payment for support of research activities | $ 2,000,000 | ||||||||
Viracta | License Agreement | |||||||||
Licensing Agreement [Line Items] | |||||||||
Milestone payment, aggregate maximum | $ 100,000,000 | ||||||||
Viracta | License Agreement | Minimum | |||||||||
Licensing Agreement [Line Items] | |||||||||
Milestone payment, amount | 10,000,000 | ||||||||
Viracta | License Agreement | Maximum | |||||||||
Licensing Agreement [Line Items] | |||||||||
Milestone payment, amount | $ 25,000,000 |
Collaboration and License Agr_5
Collaboration and License Agreements and Acquisition - Acquisition - Additional Information (Details) | 12 Months Ended | ||
Feb. 14, 2022 USD ($) ft² employee renewal_options | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | |
Asset Acquisition [Line Items] | |||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative (including amounts with related parties) | ||
Minimum | |||
Asset Acquisition [Line Items] | |||
Initial term of lease arrangement | 2 years | ||
Optional extended lease term | 1 year | ||
Maximum | |||
Asset Acquisition [Line Items] | |||
Initial term of lease arrangement | 10 years | ||
Optional extended lease term | 10 years | ||
Dunkirk Facility | |||
Asset Acquisition [Line Items] | |||
Number of square foot of facility leased | ft² | 409,000 | ||
Total consideration | $ 40,500,000 | ||
Cash payment to acquire assets | 40,000,000 | ||
Transaction costs | 500,000 | ||
Annual lease payment | $ 2 | ||
Initial term of lease arrangement | 10 years | ||
Number of renewal options | renewal_options | 1 | ||
Optional extended lease term | 10 years | ||
Commitment to spend, operational expenses, initial lease term | $ 1,520,000,000 | ||
Commitment to spend, operational expenses, renewal lease term | $ 1,500,000,000 | ||
Commitment to hire, number of employees, first five years | employee | 450 | ||
Commitment to hire, number of employees, first two and a half years | employee | 300 | ||
Severance and retention benefits | $ 1,000,000 | ||
Dunkirk Facility | State Of New York | Minimum | |||
Asset Acquisition [Line Items] | |||
Government funding for leasehold build-out | $ 8,000,000 | ||
Dunkirk Facility | State Of New York | Maximum | |||
Asset Acquisition [Line Items] | |||
Government funding for leasehold build-out | $ 10,000,000 |
Collaboration and License Agr_6
Collaboration and License Agreements and Acquisition - Acquisition (Details) - USD ($) $ in Thousands | Feb. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Asset Acquisition [Line Items] | |||
Definite-lived intangible assets | $ 21,229 | ||
Definite-lived: Favorable leasehold rights | |||
Asset Acquisition [Line Items] | |||
Definite-lived intangible assets | $ 20,398 | 20,398 | |
Organized workforce | |||
Asset Acquisition [Line Items] | |||
Definite-lived intangible assets | $ 831 | ||
Dunkirk Facility | |||
Asset Acquisition [Line Items] | |||
Construction in progress | $ 10,043 | ||
Leasehold improvements | 6,253 | ||
Definite-lived intangible assets | 21,229 | ||
Other depreciable assets and prepaid expenses | 2,983 | ||
Total consideration | 40,508 | ||
Dunkirk Facility | Definite-lived: Favorable leasehold rights | |||
Asset Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | 20,400 | ||
Dunkirk Facility | Organized workforce | |||
Asset Acquisition [Line Items] | |||
Finite-lived intangible assets acquired | $ 800 |
Commitments and Contingencies -
Commitments and Contingencies - Contingent Consideration Related to Business Combinations - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2017 | |
Altor BioScience, LLC | Contingent Value Rights Obligation, Sales Milestone | |||||
Business Acquisition [Line Items] | |||||
Contingent value rights obligations | $ 304 | ||||
Minimum net sales milestone contingent value rights obligation | $ 1,000 | ||||
Altor BioScience, LLC | Dr Soon Shiong And Related Party | Contingent Value Rights Obligation, Sales Milestone | |||||
Business Acquisition [Line Items] | |||||
Contingent value rights obligations | $ 139.8 | ||||
Altor BioScience, LLC | Altor Stockholders | Contingent Value Rights Obligation, Sales Milestone | |||||
Business Acquisition [Line Items] | |||||
Contingent value rights obligations | 164.2 | ||||
VivaBioCell | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage acquired | 100% | ||||
Business combination, consideration transferred | $ 0.7 | ||||
Contingent consideration arrangements, earned | $ 0.8 | ||||
Contingent consideration arrangements, paid | $ 0.3 | $ 0.4 | |||
Maximum milestone payment due if certain conditions are met | $ 2.2 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 07, 2023 | Dec. 08, 2022 | Dec. 02, 2022 | Jul. 09, 2022 | Dec. 31, 2023 | Aug. 31, 2023 | Aug. 30, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Litigation [Line Items] | ||||||||||
Noncontrolling interests | $ 1,050 | $ (2,493) | ||||||||
NANTibody, LLC | ||||||||||
Litigation [Line Items] | ||||||||||
Percentage of ownership interest by parent | 100% | 100% | 60% | 60% | 60% | |||||
NANTibody, LLC | ||||||||||
Litigation [Line Items] | ||||||||||
Noncontrolling interests | $ 4,200 | |||||||||
Sorrento Therapeutics, Inc. Litigation | ||||||||||
Litigation [Line Items] | ||||||||||
Amount awarded from other party in litigation settlement | $ 176,400 | |||||||||
Interest related to litigation settlement, as a percent | 10% | |||||||||
Sorrento Therapeutics, Inc. Litigation | NantCell | ||||||||||
Litigation [Line Items] | ||||||||||
Amount awarded from other party in litigation settlement | $ 159,400 | $ 156,800 | ||||||||
Sorrento Therapeutics, Inc. Litigation | NANTibody, LLC | ||||||||||
Litigation [Line Items] | ||||||||||
Amount awarded from other party in litigation settlement | $ 16,700 | |||||||||
Private Placement | ||||||||||
Litigation [Line Items] | ||||||||||
Shares to be issued in private placement (in shares) | 2,229,296 | |||||||||
Value of shares to be issued in private placement | $ 10,700 | |||||||||
Altor BioScience, LLC | ||||||||||
Litigation [Line Items] | ||||||||||
Dissenting shares to be released (in shares) | 3,167,565 | |||||||||
Shares issued for litigation settlement (in shares) | 2,229,296 | |||||||||
Cash distributed in lieu of fractional shares (in dollars per share) | $ 21.13 | |||||||||
Accrued litigation expense | $ 5,000 | |||||||||
Payment for legal settlement | $ 5,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Unconditional Purchase Obligations (Details) $ in Millions | Dec. 31, 2023 USD ($) |
cGMP Batches | |
Long-term Purchase Commitment [Line Items] | |
Purchase commitment, 2024 | $ 2 |
Purchase commitment, 2025 | 0.9 |
Software License Subscription Fees and Implementation Costs | |
Long-term Purchase Commitment [Line Items] | |
Purchase commitment, 2024 | 1.6 |
Purchase commitment, 2025 | 1.8 |
Purchase commitment, 2026 | 1.8 |
Total unconditional purchase obligation commitment | 5.2 |
Laboratory Cleanroom Service Costs | |
Long-term Purchase Commitment [Line Items] | |
Purchase commitment, 2024 | 0.5 |
Purchase commitment, 2025 | 1.4 |
Total unconditional purchase obligation commitment | $ 1.9 |
Lease Arrangements - Additional
Lease Arrangements - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Lessee Lease Description [Line Items] | |
Operating lease payments related to options to extend lease terms | $ 11.5 |
Minimum | |
Lessee Lease Description [Line Items] | |
Initial term of lease arrangement | 2 years |
Optional extended lease term | 1 year |
Maximum | |
Lessee Lease Description [Line Items] | |
Initial term of lease arrangement | 10 years |
Optional extended lease term | 10 years |
Lease Arrangements - Supplement
Lease Arrangements - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease assets | $ 36,543 | $ 45,788 |
Finance lease assets | 58 | 135 |
Total lease assets | 36,601 | 45,923 |
Operating lease liabilities | 5,244 | 2,650 |
Finance lease liabilities | 64 | 77 |
Operating lease liabilities | 39,942 | 47,951 |
Finance lease liabilities | 0 | 64 |
Total lease liabilities | $ 45,250 | $ 50,742 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets (including amounts with related parties) | Other assets (including amounts with related parties) |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other liabilities | Accrued expenses and other liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Lease Arrangements - Summary of
Lease Arrangements - Summary of Information Regarding Leases (Detail) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term, Operating leases | 6 years 2 months 12 days | 6 years 7 months 6 days |
Weighted-average remaining lease term, Finance leases | 9 months 18 days | 1 year 9 months 18 days |
Weighted-average discount rate, Operating leases | 10.90% | 10.50% |
Weighted-average discount rate, Finance leases | 11.70% | 11.70% |
Lease Arrangements - Components
Lease Arrangements - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 11,123 | $ 11,093 | $ 7,977 |
Short-term lease costs | 4,088 | 3,060 | 0 |
Finance lease costs (including right-of-use asset amortization and interest expense) | 88 | 80 | 0 |
Variable lease costs | 3,521 | 3,880 | 2,862 |
Total lease expense | $ 18,820 | $ 18,113 | $ 10,839 |
Lease Arrangements - Schedule o
Lease Arrangements - Schedule of Cash Paid for Amounts Included in Measurement of Lease Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flow Operating Activities Lessee [Abstract] | |||
Cash paid for operating leases (excluding variable lease costs) | $ 9,538 | $ 10,241 | $ 9,034 |
Financing cash flow from finance leases | 77 | 58 | 0 |
Operating cash flow from finance leases | $ 11 | $ 15 | $ 0 |
Lease Arrangements - Summary _2
Lease Arrangements - Summary of Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 10,354 | |
2025 | 10,864 | |
2026 | 8,983 | |
2027 | 8,220 | |
2028 | 8,465 | |
Thereafter | 16,056 | |
Total future minimum lease payments | 62,942 | |
Less: Interest | 17,086 | |
Less: Tenant improvement allowance receivable | 670 | |
Present value of operating lease liabilities | 45,186 | |
Finance Leases | ||
2024 | 66 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total future minimum lease payments | 66 | |
Less: Interest | 2 | |
Less: Tenant improvement allowance receivable | 0 | |
Present value of operating lease liabilities | 64 | |
Total | ||
2024 | 10,420 | |
2025 | 10,864 | |
2026 | 8,983 | |
2027 | 8,220 | |
2028 | 8,465 | |
Thereafter | 16,056 | |
Total future minimum lease payments | 63,008 | |
Less: Interest | 17,088 | |
Less: Tenant improvement allowance receivable | 670 | |
Total lease liabilities | $ 45,250 | $ 50,742 |
Revenue Interest Purchase Agr_3
Revenue Interest Purchase Agreement - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 29, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Deferred Revenue Arrangement [Line Items] | |||||
Additional revenue interests, second payment | $ 100,000 | ||||
Sale of stock, additional purchase option | 10,000 | ||||
Revenue interest liability (Note 9) | $ 155,415 | $ 155,415 | $ 0 | ||
Interest expense | 129,198 | $ 63,515 | $ 14,849 | ||
Stock Purchase and Option Agreement | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Sales of stock issued in transaction | $ 10,000 | ||||
Sale of stock issued in transaction (in dollars per share) | $ / shares | $ 4.1103 | ||||
Sale of stock, additional purchase option | $ 10,000 | ||||
Purchase price allocation | 12,000 | ||||
Revenue Interest Purchase Agreement | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Gross purchase price | $ 200,000 | ||||
Revenue interest purchase agreement, payment received percentage | 195% | ||||
Purchase price allocation | $ 197,100 | ||||
Debt discount | 34,500 | ||||
Revenue interest liability (Note 9) | 155,400 | 155,400 | |||
Interest expense | $ 300 | ||||
Issuance costs | $ 7,491 | ||||
Revenue Interest Purchase Agreement | Period One | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Required purchase price, as a percent | 1.200 | 1.200 | |||
Revenue Interest Purchase Agreement | Period Two | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Required purchase price, as a percent | 1.350 | 1.350 | |||
Revenue Interest Purchase Agreement | Period Three | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Required purchase price, as a percent | 1.750 | 1.750 | |||
Revenue Interest Purchase Agreement | Period Four | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Required purchase price, as a percent | 1.950 | 1.950 | |||
Revenue Interest Purchase Agreement | Fair value of stock purchase option | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Purchase price allocation | $ 800 | ||||
Initial Payment | Revenue Interest Purchase Agreement | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Revenue interest purchase agreement, tiered revenue interest rate percentage | 1.50% | ||||
Initial Payment | Minimum | Revenue Interest Purchase Agreement | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Payments as a percentage of net sales | 3% | ||||
Initial Payment | Maximum | Revenue Interest Purchase Agreement | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Payments as a percentage of net sales | 7% | ||||
Second Payment | Revenue Interest Purchase Agreement | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Revenue interest purchase agreement, tiered revenue interest rate percentage | 2.25% | ||||
Second Payment | Minimum | Revenue Interest Purchase Agreement | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Payments as a percentage of net sales | 4.50% | ||||
Second Payment | Maximum | Revenue Interest Purchase Agreement | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Payments as a percentage of net sales | 10% |
Revenue Interest Purchase Agr_4
Revenue Interest Purchase Agreement - Summary of the Revenue Interest Liability Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue Arrangement [Line Items] | ||||
Proceeds from the RIPA, net of transaction costs | $ 192,764 | $ 0 | $ 0 | |
Revenue Interest Purchase Agreement | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue interest liability at inception | $ 0 | |||
Proceeds from the RIPA, gross | 200,000 | |||
Less: Issuance costs | 7,491 | |||
Proceeds from the RIPA, net of transaction costs | 192,509 | |||
Interest expense on related-party notes payable | 264 | |||
Revenue interest liability at end of period | 155,415 | $ 155,415 | ||
Revenue Interest Purchase Agreement | Embedded contingent derivative liability | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Debt discount | (34,500) | |||
Revenue Interest Purchase Agreement | Issuance of common stock | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Debt discount | (2,039) | |||
Revenue Interest Purchase Agreement | Fair value of stock purchase option | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Debt discount | $ (819) |
Related-Party Debt - Summary of
Related-Party Debt - Summary of Related-Party Promissory Notes (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Dec. 29, 2023 | Dec. 17, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 28, 2023 | Sep. 11, 2023 | Jun. 13, 2023 | Mar. 31, 2023 | Dec. 12, 2022 | Aug. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 1.29 | $ 5.67 | ||||||||
$505 Million December 2023 Promissory Note - Tranche 1 | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate spread | 8% | |||||||||
$300 Million December 2021 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 5.67 | |||||||||
$300 Million December 2021 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate spread | 5.40% | 8% | 8% | |||||||
$50 Million December 2022 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 8.2690 | |||||||||
Principal amount | $ 50,000 | |||||||||
$50 Million December 2022 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate spread | 7.50% | 8% | 8% | |||||||
$30 Million June 2023 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ 8.2690 | |||||||||
$30 Million June 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate spread | 7.50% | 8% | ||||||||
$505 Million Promissory Note, December 2023, Tranche Two | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate spread | 750% | |||||||||
$30 Million March 2023 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 30,000 | |||||||||
$30 Million March 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate spread | 8% | |||||||||
$200 Million September 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate spread | 8% | |||||||||
$125 Million August 2022 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate spread | 8% | 8% | ||||||||
Nant Capital 2015 Note Payable | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest Rate | 5% | |||||||||
Nant Capital 2020 Note Payable | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest Rate | 6% | |||||||||
Nant Capital 2021 Note Payable | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest Rate | 6% | |||||||||
NantMobile | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest Rate | 3% | |||||||||
N C S C | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest Rate | 5% | |||||||||
Convertible notes | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | $ 610,000 | $ 233,226 | ||||||||
Less: Unamortized Discounts | 21,108 | |||||||||
Total | 576,951 | 241,271 | ||||||||
Accrued PIK Interest Added to Note | 29,153 | |||||||||
Convertible notes | $300 Million December 2021 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | $ 300,000 | $ 300,000 | ||||||||
Less: Unamortized Discounts | 26,091 | |||||||||
Total | 273,909 | |||||||||
Conversion price (in dollars per share) | $ 8.2690 | |||||||||
Convertible notes | $300 Million December 2021 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate spread | 7.50% | |||||||||
Convertible notes | $50 Million December 2022 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | $ 50,000 | 50,000 | ||||||||
Less: Unamortized Discounts | 4,349 | |||||||||
Total | 45,651 | |||||||||
Convertible notes | $30 Million June 2023 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | 30,000 | 30,000 | ||||||||
Less: Unamortized Discounts | 2,609 | |||||||||
Total | 27,391 | |||||||||
Convertible notes | $505 Million Promissory Note, December 2023, Tranche Two | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | $ 380,000 | |||||||||
Less: Unamortized Discounts | 33,049 | |||||||||
Total | 346,951 | |||||||||
Conversion price (in dollars per share) | $ 8.2690 | |||||||||
Convertible notes | $30 Million March 2023 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | $ 30,000 | $ 30,000 | ||||||||
Less: Unamortized Discounts | 0 | |||||||||
Total | 30,000 | |||||||||
Conversion price (in dollars per share) | $ 2.2800 | $ 2.2800 | $ 2.28 | |||||||
Convertible notes | $200 Million September 2023 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | $ 200,000 | 200,000 | $ 200,000 | |||||||
Less: Unamortized Discounts | 0 | |||||||||
Total | $ 200,000 | |||||||||
Conversion price (in dollars per share) | $ 1.9350 | $ 1.9350 | ||||||||
Principal amount | $ 200,000 | |||||||||
Convertible notes | $200 Million September 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate spread | 8% | |||||||||
Convertible notes | $125 Million August 2022 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 125,000 | |||||||||
Convertible notes | Nant Capital 2015 Note Payable | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | 55,226 | |||||||||
Less: Unamortized Discounts | 5,188 | |||||||||
Total | 59,358 | |||||||||
Accrued PIK Interest Added to Note | 9,320 | |||||||||
Convertible notes | Nant Capital 2020 Note Payable | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | 50,000 | |||||||||
Less: Unamortized Discounts | 4,068 | |||||||||
Total | 52,971 | |||||||||
Accrued PIK Interest Added to Note | 7,039 | |||||||||
Convertible notes | Nant Capital 2021 Note Payable | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | 40,000 | |||||||||
Less: Unamortized Discounts | 2,580 | |||||||||
Total | 37,420 | |||||||||
Accrued PIK Interest Added to Note | 0 | |||||||||
Convertible notes | NantMobile | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | 55,000 | |||||||||
Less: Unamortized Discounts | 5,978 | |||||||||
Total | 54,132 | |||||||||
Accrued PIK Interest Added to Note | 5,110 | |||||||||
Convertible notes | N C S C | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | 33,000 | |||||||||
Less: Unamortized Discounts | 3,294 | |||||||||
Total | 37,390 | |||||||||
Accrued PIK Interest Added to Note | 7,684 | |||||||||
Convertible notes | $505 million December 2023 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | $ 505,000 | |||||||||
Promissory Notes | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | 735,000 | 475,000 | 735,000 | |||||||
Less: Unamortized Discounts | $ 29,600 | 43,099 | ||||||||
Total | 431,901 | |||||||||
Accrued PIK Interest Added to Note | 0 | |||||||||
Promissory Notes | $505 Million December 2023 Promissory Note - Tranche 1 | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Less: Unamortized Discounts | 20,414 | |||||||||
Total | 104,586 | |||||||||
Promissory Notes | $300 Million December 2021 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | 300,000 | |||||||||
Less: Unamortized Discounts | 35,822 | |||||||||
Total | 264,178 | |||||||||
Accrued PIK Interest Added to Note | 0 | |||||||||
Principal amount | $ 300,000 | |||||||||
Promissory Notes | $50 Million December 2022 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | 50,000 | |||||||||
Less: Unamortized Discounts | 238 | |||||||||
Total | 49,762 | |||||||||
Accrued PIK Interest Added to Note | 0 | |||||||||
Promissory Notes | $30 Million June 2023 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 30,000 | |||||||||
Promissory Notes | $30 Million March 2023 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 30,000 | |||||||||
Promissory Notes | $125 Million August 2022 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | $ 125,000 | 125,000 | $ 125,000 | |||||||
Less: Unamortized Discounts | 7,039 | |||||||||
Total | 117,961 | |||||||||
Accrued PIK Interest Added to Note | $ 0 | |||||||||
Promissory Notes | Nant Capital 2015 Note Payable | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal Amount | 505,000 | |||||||||
Promissory Notes | $505 million December 2023 Promissory Note | Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Principal amount | $ 505,000 |
Related-Party Debt - Additional
Related-Party Debt - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||
Dec. 31, 2023 USD ($) | Dec. 29, 2023 USD ($) $ / shares | Sep. 11, 2023 USD ($) $ / shares shares | Jun. 13, 2023 USD ($) advance | Mar. 31, 2023 USD ($) $ / shares | Dec. 12, 2022 USD ($) $ / shares shares | Dec. 17, 2021 USD ($) $ / shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 28, 2023 USD ($) $ / shares | Aug. 31, 2022 USD ($) $ / shares | |
Related Party Transaction [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.29 | $ 5.67 | ||||||||||
Proceeds from issuance of related-party promissory notes net of issuance costs paid | $ 258,700 | $ 174,125 | $ 338,500 | |||||||||
Gain on extinguishment of debt with related parties under common control | 36,110 | 82,858 | 0 | |||||||||
Issuance of common stock in exchange for notes payable (in shares) | shares | 209,291,936 | |||||||||||
Increase in fair value of embedded conversion feature from debt modification with entities under common control (Note 10) | 31,179 | |||||||||||
Gain on debt extinguishment with related-parties under common control (Note 10) | 36,110 | |||||||||||
Embedded derivative | $ 800 | 800 | ||||||||||
Additional Paid-in Capital | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gain on extinguishment of debt with related parties under common control | 82,858 | |||||||||||
Increase in fair value of embedded conversion feature from debt modification with entities under common control (Note 10) | 31,179 | |||||||||||
Gain on debt extinguishment with related-parties under common control (Note 10) | 36,110 | |||||||||||
Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Gain on extinguishment of debt with related parties under common control | 82,900 | |||||||||||
Interest expense on related-party notes payable | 86,453 | $ 47,145 | $ 14,695 | |||||||||
Affiliated Entity | Promissory Notes | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest expense on related-party notes payable | 500 | |||||||||||
Debt premium | $ 354,900 | 354,900 | ||||||||||
Amortization of debt discount | $ 53,100 | |||||||||||
$300 Million December 2021 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 5.67 | |||||||||||
$300 Million December 2021 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate spread | 5.40% | 8% | 8% | |||||||||
$125 Million August 2022 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate spread | 8% | 8% | ||||||||||
$50 Million December 2022 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 50,000 | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 8.2690 | |||||||||||
$50 Million December 2022 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate spread | 7.50% | 8% | 8% | |||||||||
$30 Million March 2023 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 30,000 | |||||||||||
$30 Million March 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate spread | 8% | |||||||||||
$30 Million June 2023 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 8.2690 | |||||||||||
$30 Million June 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate spread | 7.50% | 8% | ||||||||||
$200 Million September 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate spread | 8% | |||||||||||
Nant Capital 2015 Note Payable | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest Rate | 5% | |||||||||||
$505 million December 2023 Promissory Note | Affiliated Entity | Market yield | Embedded derivative | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 23.2 | 23.2 | ||||||||||
$505 million December 2023 Promissory Note | Affiliated Entity | Risk-free interest rate | Embedded derivative | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 4.8 | 4.8 | ||||||||||
$505 million December 2023 Promissory Note | Affiliated Entity | Expected average volatility | Embedded derivative | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 118 | 118 | ||||||||||
Promissory Notes | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest expense on related-party notes payable | $ 400 | $ 86,453 | ||||||||||
Principal Amount | $ 735,000 | $ 475,000 | $ 735,000 | |||||||||
Less: Unamortized Discounts | 29,600 | 29,600 | 43,099 | |||||||||
Loss on debt extinguishment | 318,800 | |||||||||||
Amortization of debt discount | $ 500 | 42,396 | ||||||||||
Promissory Notes | $300 Million December 2021 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 300,000 | |||||||||||
Interest expense on related-party notes payable | 39,653 | |||||||||||
Principal Amount | 300,000 | |||||||||||
Less: Unamortized Discounts | 35,822 | |||||||||||
Amortization of debt discount | 27,967 | |||||||||||
Promissory Notes | $125 Million August 2022 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest expense on related-party notes payable | 16,521 | |||||||||||
Principal Amount | $ 125,000 | 125,000 | $ 125,000 | |||||||||
Less: Unamortized Discounts | 7,039 | |||||||||||
Amortization of debt discount | 5,962 | |||||||||||
Promissory Notes | $50 Million December 2022 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest expense on related-party notes payable | 6,609 | |||||||||||
Principal Amount | 50,000 | |||||||||||
Less: Unamortized Discounts | 238 | |||||||||||
Amortization of debt discount | 478 | |||||||||||
Promissory Notes | $30 Million March 2023 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 30,000 | |||||||||||
Interest expense on related-party notes payable | 4,590 | |||||||||||
Amortization of debt discount | 0 | |||||||||||
Promissory Notes | $30 Million June 2023 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 30,000 | |||||||||||
Proceeds from issuance of related-party promissory notes net of issuance costs paid | 29,900 | |||||||||||
Debt issuance costs, net | $ 100 | |||||||||||
Number of advances | advance | 3 | |||||||||||
Debt instrument, face amount, per tranche | $ 10,000 | |||||||||||
Interest expense on related-party notes payable | 2,096 | |||||||||||
Amortization of debt discount | 258 | |||||||||||
Promissory Notes | $200 Million September 2023 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest expense on related-party notes payable | 8,185 | |||||||||||
Amortization of debt discount | $ 2,586 | |||||||||||
Promissory Notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC | Affiliated Entity | Risk-free interest rate | Discounted cash flow analysis | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 0.041 | 0.041 | ||||||||||
Promissory Notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC | Affiliated Entity | Minimum | Market yield | Discounted cash flow analysis | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 0.180 | 0.180 | ||||||||||
Promissory Notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC | Affiliated Entity | Maximum | Market yield | Discounted cash flow analysis | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 0.248 | 0.248 | ||||||||||
Promissory Notes | Nant Capital 2015 Note Payable | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest expense on related-party notes payable | $ 1,600 | |||||||||||
Principal Amount | $ 505,000 | 505,000 | ||||||||||
Promissory Notes | $505 million December 2023 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | 505,000 | 505,000 | ||||||||||
Prepayment and accrued interest upon specified transaction | $ 50,000 | $ 50,000 | ||||||||||
Promissory Notes | $505 million December 2023 Promissory Note | Affiliated Entity | First Anniversary | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, interest rate, effective percentage | 23.65% | 23.65% | ||||||||||
Promissory Notes | $505 million December 2023 Promissory Note | Affiliated Entity | Second Anniversary | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument, interest rate, effective percentage | 18.04% | 18.04% | ||||||||||
Promissory Notes | $505 million December 2023 Promissory Note | Affiliated Entity | Minimum | Market yield | Discounted cash flow analysis | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 23.2 | 23.2 | ||||||||||
Convertible notes | Expected average volatility | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 1.380 | |||||||||||
Convertible notes | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal Amount | $ 610,000 | $ 610,000 | 233,226 | |||||||||
Less: Unamortized Discounts | 21,108 | |||||||||||
Convertible notes | $300 Million December 2021 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 8.2690 | |||||||||||
Principal Amount | $ 300,000 | $ 300,000 | ||||||||||
Less: Unamortized Discounts | 26,091 | 26,091 | ||||||||||
Convertible notes | $300 Million December 2021 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate spread | 7.50% | |||||||||||
Convertible notes | $125 Million August 2022 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 125,000 | |||||||||||
Convertible notes | $50 Million December 2022 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal Amount | $ 50,000 | $ 50,000 | ||||||||||
Less: Unamortized Discounts | 4,349 | 4,349 | ||||||||||
Convertible notes | $30 Million March 2023 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 2.2800 | $ 2.28 | $ 2.2800 | |||||||||
Proceeds from issuance of related-party promissory notes net of issuance costs paid | $ 29,900 | |||||||||||
Debt issuance costs, net | $ 100 | |||||||||||
Principal Amount | $ 30,000 | $ 30,000 | ||||||||||
Less: Unamortized Discounts | 0 | 0 | ||||||||||
Convertible notes | $30 Million June 2023 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal Amount | $ 30,000 | 30,000 | ||||||||||
Less: Unamortized Discounts | 2,609 | 2,609 | ||||||||||
Convertible notes | $200 Million September 2023 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | $ 200,000 | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.9350 | $ 1.9350 | ||||||||||
Proceeds from issuance of related-party promissory notes net of issuance costs paid | $ 199,000 | |||||||||||
Debt issuance costs, net | 1,000 | |||||||||||
Principal Amount | 200,000 | $ 200,000 | 200,000 | $ 200,000 | ||||||||
Less: Unamortized Discounts | $ 0 | $ 0 | ||||||||||
Convertible notes | $200 Million September 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest rate spread | 8% | |||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC, Executed 9/11/2023 | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal amount | 200,000 | |||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC, Executed 9/11/2023 | Affiliated Entity | Market yield | Binomial lattice model | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 23.3 | 23.3 | ||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC, Executed 9/11/2023 | Affiliated Entity | Risk-free interest rate | Binomial lattice model | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 5.2 | 5.2 | ||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC, Executed 9/11/2023 | Affiliated Entity | Expected average volatility | Binomial lattice model | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 119.3 | 119.3 | ||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 5.67 | |||||||||||
Interest expense on related-party notes payable | 16,300 | |||||||||||
Aggregate principal and accrued interest | $ 270,000 | $ 56,600 | ||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC | Affiliated Entity | Market yield | Binomial lattice model | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 0.174 | 0.174 | ||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC | Affiliated Entity | Risk-free interest rate | Binomial lattice model | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 0.035 | 0.035 | ||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC | Affiliated Entity | Expected average volatility | Binomial lattice model | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 0.849 | 0.849 | ||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC | Affiliated Entity | Minimum | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest Rate | 3% | |||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC | Affiliated Entity | Maximum | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Interest Rate | 6% | |||||||||||
Convertible notes | NantWorks | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Conversion of convertible notes (in shares) | shares | 9,986,920 | |||||||||||
Convertible notes | Nant Capital 2015 Note Payable | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal Amount | 55,226 | |||||||||||
Less: Unamortized Discounts | $ 5,188 | |||||||||||
Convertible notes | $505 million December 2023 Promissory Note | Affiliated Entity | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal Amount | $ 505,000 | |||||||||||
Convertible notes | $505 million December 2023 Promissory Note | Affiliated Entity | Market yield | Binomial lattice model | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 23.2 | 23.2 | ||||||||||
Convertible notes | $505 million December 2023 Promissory Note | Affiliated Entity | Risk-free interest rate | Binomial lattice model | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 4.4 | 4.4 | ||||||||||
Convertible notes | $505 million December 2023 Promissory Note | Affiliated Entity | Expected average volatility | Binomial lattice model | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Significant unobservable inputs, Level 3 valuations | 118 | 118 |
Related Party Debt - Estimated
Related Party Debt - Estimated Fair Value of Convertible Note (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 28, 2023 | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||
Consideration paid | $ 49,534 | ||
Net increase (decrease) in fair value | 47,600 | ||
Fair value of warrants | 118,770 | $ 21,636 | |
Convertible notes | |||
Related Party Transaction [Line Items] | |||
Consideration paid | 29,850 | ||
Net increase (decrease) in fair value | 36,203 | ||
Gain on debt extinguishment with entities under common control | (36,053) | ||
Fair value of warrants | $ 30,000 | ||
Convertible notes | Expected market yield | |||
Related Party Transaction [Line Items] | |||
Significant unobservable inputs, Level 3 valuations | 0.235 | ||
Convertible notes | Expected average volatility | |||
Related Party Transaction [Line Items] | |||
Significant unobservable inputs, Level 3 valuations | 1.380 | ||
Convertible notes | Risk-free rate | |||
Related Party Transaction [Line Items] | |||
Significant unobservable inputs, Level 3 valuations | 0.052 |
Related Party Debt - Related Pa
Related Party Debt - Related Party Promissory Notes (Details) - Affiliated Entity - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Interest expense on related-party notes payable | $ 86,453 | $ 47,145 | $ 14,695 | |
Promissory Notes | ||||
Related Party Transaction [Line Items] | ||||
Interest expense on related-party notes payable | $ 400 | 86,453 | ||
Amortization of debt discount | $ 500 | 42,396 | ||
Promissory Notes | $300 Million December 2021 Promissory Note | ||||
Related Party Transaction [Line Items] | ||||
Interest expense on related-party notes payable | 39,653 | |||
Amortization of debt discount | 27,967 | |||
Promissory Notes | $125 Million August 2022 Promissory Note | ||||
Related Party Transaction [Line Items] | ||||
Interest expense on related-party notes payable | 16,521 | |||
Amortization of debt discount | 5,962 | |||
Promissory Notes | $50 Million December 2022 Promissory Note | ||||
Related Party Transaction [Line Items] | ||||
Interest expense on related-party notes payable | 6,609 | |||
Amortization of debt discount | 478 | |||
Promissory Notes | $30 Million March 2023 Promissory Note | ||||
Related Party Transaction [Line Items] | ||||
Interest expense on related-party notes payable | 4,590 | |||
Amortization of debt discount | 0 | |||
Promissory Notes | $30 Million June 2023 Promissory Note | ||||
Related Party Transaction [Line Items] | ||||
Interest expense on related-party notes payable | 2,096 | |||
Amortization of debt discount | 258 | |||
Promissory Notes | $200 Million September 2023 Promissory Note | ||||
Related Party Transaction [Line Items] | ||||
Interest expense on related-party notes payable | 8,185 | |||
Amortization of debt discount | 2,586 | |||
Promissory Notes | Related Party Fixed Rate Notes | ||||
Related Party Transaction [Line Items] | ||||
Interest expense on related-party notes payable | 8,799 | |||
Amortization of debt discount | $ 5,145 |
Related-Party Debt - Estimated
Related-Party Debt - Estimated Material Contractual Obligations Related to Related-Party Promissory Notes (Details) - Affiliated Entity - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Nant Capital Three | ||
Related Party Transaction [Line Items] | ||
Interest Rate | 13.09% | |
Convertible notes | ||
Related Party Transaction [Line Items] | ||
Total | $ 576,951 | $ 241,271 |
Promissory Notes | ||
Related Party Transaction [Line Items] | ||
Total | $ 431,901 | |
Related Party Notes | ||
Related Party Transaction [Line Items] | ||
2024 | 96,486 | |
2025 | 631,219 | |
2026 | 218,590 | |
Total | 946,295 | |
Related Party Notes - Principal | Convertible notes | ||
Related Party Transaction [Line Items] | ||
2024 | 0 | |
2025 | 410,000 | |
2026 | 200,000 | |
Total | 610,000 | |
Related Party Notes - Principal | Promissory Notes | ||
Related Party Transaction [Line Items] | ||
2024 | 0 | |
2025 | 125,000 | |
2026 | 0 | |
Total | 125,000 | |
Interest Payments | Convertible notes | ||
Related Party Transaction [Line Items] | ||
2024 | 79,778 | |
2025 | 79,556 | |
2026 | 18,590 | |
Total | 177,924 | |
Interest Payments | Promissory Notes | ||
Related Party Transaction [Line Items] | ||
2024 | 16,708 | |
2025 | 16,663 | |
2026 | 0 | |
Total | $ 33,371 |
Related-Party Agreements - Outs
Related-Party Agreements - Outstanding Balances of Related-Party Agreements (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Total due from related parties | $ 2,019 | $ 1,890 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | 2,019 | 1,890 |
Total due to related parties | 1,136 | 3,469 |
NantBio | Related Party | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | 1,294 | 1,294 |
Total due to related parties | 943 | 943 |
NantWorks | Related Party | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | 541 | 0 |
Total due to related parties | 0 | 986 |
Brink Biologics, Inc. | Related Party | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | 62 | 271 |
Various | Related Party | ||
Related Party Transaction [Line Items] | ||
Total due from related parties | 122 | 325 |
Duley Road, LLC | Related Party | ||
Related Party Transaction [Line Items] | ||
Total due to related parties | 136 | 1,431 |
Immuno-Oncology Clinic, Inc. | Related Party | ||
Related Party Transaction [Line Items] | ||
Total due to related parties | $ 57 | $ 109 |
Related-Party Agreements - Addi
Related-Party Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Oct. 03, 2023 renewal_options | May 01, 2022 USD ($) ft² | Oct. 01, 2021 USD ($) ft² renewal_options | Sep. 27, 2021 USD ($) ft² | Apr. 01, 2021 USD ($) ft² renewal_options | Jan. 01, 2021 USD ($) ft² renewal_options | Jun. 30, 2023 USD ($) renewal_options | Sep. 30, 2021 USD ($) | Aug. 31, 2018 | Mar. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) ft² lease renewal_options | Dec. 31, 2017 USD ($) ft² renewal_options | Aug. 31, 2023 USD ($) | May 31, 2022 USD ($) | Dec. 31, 2016 ft² | Dec. 31, 2015 ft² | |
Related Party Transaction [Line Items] | |||||||||||||||||||
Selling, general and administrative (including amounts with related parties) | $ 45,275,000 | $ 129,620,000 | $ 102,708,000 | $ 135,256,000 | |||||||||||||||
Research and development expense | 41,128,000 | 232,366,000 | 248,149,000 | 195,958,000 | |||||||||||||||
Revenue | $ 139,000 | 622,000 | 240,000 | 934,000 | |||||||||||||||
Sale of assets to an entity under common control | 0 | 0 | 1,435,000 | ||||||||||||||||
Related Party | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Total due to related parties | 1,136,000 | 3,469,000 | |||||||||||||||||
NantWorks | Related Party | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Total due to related parties | 0 | $ 986,000 | |||||||||||||||||
Number of square foot of facility leased | ft² | 46,330 | 9,500 | |||||||||||||||||
Annual percentage increase to base rent | 3% | 3% | |||||||||||||||||
Monthly base rent | $ 273,700 | $ 56,120 | |||||||||||||||||
Expansion of leased premises (in square feet) | ft² | 36,830 | ||||||||||||||||||
NantWorks | Related Party | Research and development | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease expense | 3,400,000 | 2,400,000 | 700,000 | ||||||||||||||||
NantWorks | Related Party | Shared Services Agreement | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Selling, general and administrative (including amounts with related parties) | 3,300,000 | 3,800,000 | 4,400,000 | ||||||||||||||||
Due from related parties | 500,000 | ||||||||||||||||||
Total due to related parties | 1,000,000 | ||||||||||||||||||
Prepaid expenses | 1,000,000 | 2,000,000 | |||||||||||||||||
NantWorks | Related Party | Shared Services Agreement | Reimbursements | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Research and development expense | 2,200,000 | 900,000 | 400,000 | ||||||||||||||||
Immuno-Oncology Clinic, Inc. | Related Party | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Research and development expense | 2,200,000 | 2,400,000 | 1,600,000 | ||||||||||||||||
Total due to related parties | 100,000 | 100,000 | |||||||||||||||||
Partial write down of prepaid expense | 4,400,000 | ||||||||||||||||||
Brink Biologics, Inc. | Related Party | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Revenue | 0 | 0 | 400,000 | ||||||||||||||||
NantBio | Related Party | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Total due to related parties | 943,000 | 943,000 | |||||||||||||||||
NantBio | Related Party | N C S C | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Total due to related parties | 900,000 | 900,000 | |||||||||||||||||
Supply agreement, term of contract | 5 years | ||||||||||||||||||
Optional extended lease term | 1 year | ||||||||||||||||||
NantBio revenue recognized | 0 | 0 | 300,000 | ||||||||||||||||
Deferred revenue | 100,000 | 100,000 | |||||||||||||||||
NantBio | Related Party | Shared Services Agreement | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Due from related parties | 1,300,000 | 1,300,000 | |||||||||||||||||
605 Doug St, LLC | Related Party | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 24,250 | ||||||||||||||||||
Annual percentage increase to base rent | 3% | ||||||||||||||||||
Monthly base rent | $ 72,385 | ||||||||||||||||||
Optional extended lease term | 3 years | ||||||||||||||||||
Options to extend number of terms | renewal_options | 1 | ||||||||||||||||||
605 Doug St, LLC | Related Party | Research and development | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease expense | 900,000 | 900,000 | 900,000 | ||||||||||||||||
Duley Road, LLC | Related Party | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 11,980 | ||||||||||||||||||
Annual percentage increase to base rent | 3% | 3% | |||||||||||||||||
Monthly base rent | $ 35,800 | $ 40,700 | |||||||||||||||||
Lease expense | 900,000 | 800,000 | 1,000,000 | ||||||||||||||||
Optional extended lease term | 5 years | 5 years | 5 years | ||||||||||||||||
Options to extend number of terms | renewal_options | 1 | 2 | 2 | ||||||||||||||||
Number of leases | lease | 2 | ||||||||||||||||||
Duley Road, LLC | Related Party | Due to Related Parties | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease-related payables | 100,000 | 1,400,000 | |||||||||||||||||
Duley Road, LLC | Related Party | 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 | Related Party | 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 | Initial Premises | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 6,883 | ||||||||||||||||||
Annual percentage increase to base rent | 3% | ||||||||||||||||||
Monthly base rent | $ 20,300 | ||||||||||||||||||
Optional extended lease term | 3 years | ||||||||||||||||||
Options to extend number of terms | renewal_options | 1 | ||||||||||||||||||
605 Nash, LLC | Related Party | Expansion Premises | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 57,760 | ||||||||||||||||||
Annual percentage increase to base rent | 3% | ||||||||||||||||||
Monthly base rent | $ 170,400 | ||||||||||||||||||
Optional extended lease term | 3 years | ||||||||||||||||||
Options to extend number of terms | renewal_options | 1 | ||||||||||||||||||
605 Nash, LLC | Related Party | Initial And Expansion Premises | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Tenant improvements incentive | 2,900,000 | ||||||||||||||||||
605 Nash, LLC | Related Party | Research and development | Initial And Expansion Premises | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease expense | 2,200,000 | 2,200,000 | 2,200,000 | ||||||||||||||||
Nant Capital 2015 Note Payable | Related Party | 557 Doug St, LLC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Optional extended lease term | 7 years | ||||||||||||||||||
Number of square foot of facility leased | ft² | 36,434 | ||||||||||||||||||
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 of assets to an entity under common control | 1,400,000 | ||||||||||||||||||
Base rent - monthly | $ 81,976 | ||||||||||||||||||
Percentage of annual increases of base rent | 3% | ||||||||||||||||||
Period of rent free lease term | 2 years | ||||||||||||||||||
Prepayment of first month rent and security deposit | $ 200,000 | ||||||||||||||||||
Nant Capital 2015 Note Payable | Related Party | Research and development | 557 Doug St, LLC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease expense | 400,000 | 300,000 | |||||||||||||||||
Nant Capital 2015 Note Payable | Related Party | Other income, net | 557 Doug St, LLC | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Gain on disposal of lease | 600,000 | ||||||||||||||||||
420 Nash, LLC | Related Party | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 19,125 | ||||||||||||||||||
Annual percentage increase to base rent | 3% | ||||||||||||||||||
Monthly base rent | $ 38,250 | ||||||||||||||||||
Optional extended lease term | 5 years | ||||||||||||||||||
Options to extend number of terms | renewal_options | 2 | ||||||||||||||||||
Tenant improvements incentive | $ 15,000 | ||||||||||||||||||
420 Nash, LLC | Related Party | Research and development | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease expense | 500,000 | 500,000 | $ 100,000 | ||||||||||||||||
23 Alaska, LLC | Related Party | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Number of square foot of facility leased | ft² | 47,265 | ||||||||||||||||||
Annual percentage increase to base rent | 3% | ||||||||||||||||||
Monthly base rent | $ 139,400 | ||||||||||||||||||
Tenant improvements incentive | 900,000 | 900,000 | |||||||||||||||||
Gain on disposal of lease | 600,000 | ||||||||||||||||||
Monthly base rent, parking | $ 7,600 | ||||||||||||||||||
Security deposits | $ 100,000 | ||||||||||||||||||
23 Alaska, LLC | Related Party | Research and development | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Lease expense | $ 1,200,000 | $ 1,200,000 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Dec. 29, 2023 | Jul. 25, 2023 | Jul. 20, 2023 | Feb. 15, 2023 | Dec. 12, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 17, 2023 | |
Class of Warrant or Right [Line Items] | |||||||||
Fair value of warrants | $ 118,770 | $ 21,636 | |||||||
Transaction costs allocated to warrant liabilities | 2,010 | 1,082 | $ 0 | ||||||
Net increase (decrease) in fair value | 47,600 | ||||||||
Change in fair value of warrant liabilities | 47,600 | (13,460) | $ 0 | ||||||
December 2022 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ 6.60 | ||||||||
Fair value of warrants | $ 35,100 | 17,091 | 21,636 | ||||||
Transaction costs allocated to warrant liabilities | $ 1,100 | ||||||||
Net increase (decrease) in fair value | (4,545) | (13,460) | |||||||
February 2023 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ 3.2946 | $ 4.2636 | |||||||
Fair value of warrants | $ 23,700 | 49,958 | 0 | ||||||
Transaction costs allocated to warrant liabilities | $ 1,000 | ||||||||
Net increase (decrease) in fair value | 26,260 | ||||||||
Change in fair value of warrant liabilities | $ 7,300 | ||||||||
July 2023 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Fair value of warrants | $ 25,800 | 51,721 | $ 0 | ||||||
Transaction costs allocated to warrant liabilities | $ 1,000 | ||||||||
Net increase (decrease) in fair value | $ 25,885 | ||||||||
Registered Direct Offering | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of stock issued in transaction (in shares) | 2,432,894 | 14,569,296 | 14,072,615 | 9,090,909 | |||||
Placement agent fees and other offering costs | $ 2,500 | $ 3,000 | |||||||
Registered Direct Offering | December 2022 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities called by warrants (in shares) | 9,090,909 | ||||||||
Number of warrants outstanding (in shares) | 9,090,909 | 9,090,909 | 9,090,909 | ||||||
Registered Direct Offering | February 2023 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of warrants outstanding (in shares) | 14,072,615 | 14,072,615 | 14,072,615 | ||||||
Registered Direct Offering | July 2023 Warrants | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities called by warrants (in shares) | 14,569,296 | ||||||||
Exercise price of warrants (in dollars per share) | $ 3.2946 | ||||||||
Number of warrants outstanding (in shares) | 14,569,296 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | 108 Months Ended | |||||||||||||
Dec. 29, 2023 USD ($) $ / shares shares | Sep. 11, 2023 USD ($) $ / shares shares | Jul. 20, 2023 USD ($) $ / shares shares | Feb. 15, 2023 USD ($) $ / shares shares | Dec. 12, 2022 USD ($) $ / shares shares | Mar. 09, 2021 $ / shares shares | Apr. 30, 2021 | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Oct. 18, 2023 shares | Jul. 25, 2023 $ / shares | Feb. 28, 2023 USD ($) | Feb. 17, 2023 $ / shares | Aug. 31, 2022 $ / shares | |
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized (in shares) | shares | 1,350,000,000 | 900,000,000 | 1,350,000,000 | 900,000,000 | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock, shares authorized (in shares) | shares | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||
Common stock, shares issued (in shares) | shares | 670,867,344 | 421,569,115 | 670,867,344 | |||||||||||||
Common stock, shares outstanding (in shares) | shares | 670,867,344 | 421,569,115 | 670,867,344 | |||||||||||||
Treasury stock, shares outstanding (in shares) | shares | 163,800 | 163,800 | 163,800 | |||||||||||||
Sale of stock, additional purchase option | $ 10,000 | |||||||||||||||
Issuance of common stock in exchange for notes payable (in shares) | shares | 209,291,936 | |||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 1.29 | $ 5.67 | ||||||||||||||
Convertible notes | Affiliated Entity | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Less: Unamortized Discounts | $ 21,108 | |||||||||||||||
Convertible notes | Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC | Affiliated Entity | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Aggregate principal and accrued interest | $ 270,000 | $ 56,600 | ||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 5.67 | |||||||||||||||
Convertible notes | NantWorks, LLC | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Less: Unamortized Discounts | $ 4,700 | |||||||||||||||
Additional paid in capital | 51,900 | |||||||||||||||
Convertible notes | NantWorks | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Conversion of convertible notes (in shares) | shares | 9,986,920 | |||||||||||||||
Convertible notes | NantWorks, LLC Member | Affiliated Entity | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Aggregate principal and accrued interest | $ 56,600 | |||||||||||||||
February 2023 Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.2946 | $ 4.2636 | ||||||||||||||
December 2022 Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 6.60 | |||||||||||||||
ATM Offering Program | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Available for future stock issuance | $ 208,800 | $ 208,800 | ||||||||||||||
Issuance of common stock | 16,100 | 13,100 | $ 164,500 | |||||||||||||
Maximum | ATM Offering Program | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Percentage of sales agent commission | 3% | |||||||||||||||
February 2023 Shelf Registration Statement | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Maximum offering | $ 750,000 | |||||||||||||||
Sales of stock issued in transaction | 184,400 | |||||||||||||||
Available for future stock issuance | 565,600 | 565,600 | ||||||||||||||
Private Placement and At The Market Offerings | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Sales of stock issued in transaction | $ 47,000 | |||||||||||||||
Issuance of common stock | 100,561 | 60,427 | 164,530 | |||||||||||||
Sale of stock issued in transaction (in shares) | shares | 14,072,615 | |||||||||||||||
Sale of stock issued in transaction (in dollars per share) | $ / shares | $ 3.5530 | |||||||||||||||
Placement agent fees and other offering costs | $ 3,000 | |||||||||||||||
Stock issuance costs | 2,000 | |||||||||||||||
Private Placement and At The Market Offerings | February 2023 Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Number of securities called by warrants (in shares) | shares | 14,072,615 | |||||||||||||||
Private Placement | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Sales of stock issued in transaction | $ 47,000 | |||||||||||||||
Sale of stock issued in transaction (in shares) | shares | 2,432,894 | 14,569,296 | 14,072,615 | 9,090,909 | ||||||||||||
Sale of stock issued in transaction (in dollars per share) | $ / shares | $ 5.50 | |||||||||||||||
Placement agent fees and other offering costs | $ 2,500 | $ 3,000 | ||||||||||||||
Stock issuance costs | 1,900 | |||||||||||||||
Private Placement | July 2023 Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Sales of stock issued in transaction | $ 37,500 | |||||||||||||||
Number of securities called by warrants (in shares) | shares | 14,569,296 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.2946 | |||||||||||||||
Sale of stock issued in transaction (in dollars per share) | $ / shares | $ 2.7455 | |||||||||||||||
Stock issuance costs | $ 12,700 | |||||||||||||||
Private Placement | December 2022 Warrants | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Number of securities called by warrants (in shares) | shares | 9,090,909 | |||||||||||||||
Stock Purchase and Option Agreement | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Sales of stock issued in transaction | $ 10,000 | |||||||||||||||
Issuance of common stock | 9,542 | $ 0 | $ 0 | |||||||||||||
Sale of stock issued in transaction (in dollars per share) | $ / shares | $ 4.1103 | |||||||||||||||
Placement agent fees and other offering costs | 500 | 500 | ||||||||||||||
Sale of stock, additional purchase option | $ 10,000 | |||||||||||||||
Percent of common stock outstanding after option exercise, maximum | 19.90% | |||||||||||||||
2015 Share Repurchase Plan | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Stock repurchase program, authorized amount | $ 50,000 | $ 50,000 | ||||||||||||||
Repurchase of common stock, shares (in shares) | shares | 0 | 0 | 0 | 6,403,489 | ||||||||||||
Repurchase of common stock, value | $ 31,700 | |||||||||||||||
Remaining authorized repurchase amount | $ 18,300 | $ 18,300 | ||||||||||||||
NantCell | ||||||||||||||||
Class Of Stock [Line Items] | ||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||||
Merger exchange ratio | 0.8190 | |||||||||||||||
Issuance of common stock, net (in shares) | shares | 273,700,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Aug. 25, 2023 | Mar. 09, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Proceeds from exercises of stock options | $ 294 | $ 74 | $ 5,461 | ||
Vested and exercisable (in shares) | 5,867,252 | 3,445,499 | |||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to unvested stock options | $ 8,400 | ||||
Weighted-average period for recognition | 1 year | ||||
Aggregate intrinsic value of stock option exercised | $ 300 | ||||
Proceeds from exercises of stock options | $ 300 | $ 100 | 5,400 | ||
Outstanding RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Grants of restricted stock (in units) | 5,727,159 | 6,407,432 | |||
Weighted-average period for recognition | 2 years 2 months 12 days | ||||
Unrecognized compensation cost related to non-vested stock options | $ 38,200 | ||||
Aggregate intrinsic value, vested | $ 11,100 | ||||
Granted (in dollars per share) | $ 1.65 | $ 1.72 | |||
Outstanding RSUs | First Anniversary | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting rights, percentage | 50% | ||||
Outstanding RSUs | Second Anniversary | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting rights, percentage | 50% | ||||
Outstanding RSUs | NantWorks | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Estimated benefit at grant date fair value | $ 4,000 | ||||
Outstanding RSUs | Additional Paid-in Capital | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Deemed dividends | $ 400 | $ 400 | $ 900 | ||
Warrants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of warrants outstanding (in shares) | 1,638,000 | ||||
Exercise price of warrants (in dollars per share) | $ 3.24 | ||||
Fair value of warrants | $ 18,000 | ||||
2014 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vested number of shares (in shares) | 346,840 | ||||
NC 2015 Plan | NantCell | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Grants of restricted stock (in units) | 7,121,110 | ||||
2015 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares available for future grants (in shares) | 13,100,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expenses Related to Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 49,163 | $ 40,179 | $ 57,181 |
Research and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 17,341 | 11,669 | 18,819 |
Selling, general and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 31,822 | 28,510 | 38,362 |
Stock options | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 13,884 | 13,280 | 11,623 |
RSUs | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 35,279 | $ 26,899 | $ 45,558 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity and Related Information under Equity Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of Options | ||
Outstanding, beginning balance (in shares) | 9,262,926 | |
Granted (in shares) | 949,578 | |
Exercised (in shares) | (184,362) | |
Expired/forfeited (in shares) | (207,707) | |
Outstanding, ending balance (in shares) | 9,820,435 | 9,262,926 |
Number of Options, Vested and exercisable (in shares) | 5,867,252 | 3,445,499 |
Weighted-Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 9.87 | |
Granted (in dollars per share) | 2.99 | |
Exercised (in dollars per share) | 1.59 | |
Expired/forfeited (in dollars per share) | 5.53 | |
Outstanding, ending balance (in dollars per share) | 9.46 | $ 9.87 |
Weighted-Average Exercise Price, Vested and exercisable (in dollars per share) | $ 11.54 | |
Aggregate Intrinsic Value | ||
Outstanding | $ 6,046 | $ 4,848 |
Aggregate Intrinsic Value, Vested and exercisable | $ 4,118 | |
Weighted- Average Remaining Contractual Life (in years) | ||
Outstanding | 6 years 7 months 6 days | 7 years 2 months 12 days |
Weighted- Average Remaining Contractual Life, Vested and exercisable (in years) | 5 years 4 months 24 days |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Fair Value of Options Under Black-Scholes Option Pricing Model (Detail) - Stock Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 5 years 6 months | 5 years 8 months 8 days | 5 years 10 months 24 days |
Risk-free interest rate | 4% | 2.60% | 0.70% |
Expected volatility | 116.20% | 101.80% | 101% |
Dividend yield | 0% | 0% | 0% |
Weighted-average grant date fair value (in dollars per share) | $ 2.53 | $ 4.20 | $ 16.80 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity under Equity Plans (Detail) - Outstanding RSUs - $ / shares | 12 Months Ended | |
Aug. 25, 2023 | Dec. 31, 2023 | |
Number of Units | ||
Nonvested, beginning balance (in units) | 6,551,388 | |
Granted (in units) | 5,727,159 | 6,407,432 |
Vested (in units) | (4,545,644) | |
Forfeited/canceled (in units) | (909,197) | |
Nonvested, ending balance (in units) | 7,503,979 | |
Weighted- Average Grant Date Fair Value | ||
Nonvested, beginning balance (in dollars per share) | $ 18.27 | |
Granted (in dollars per share) | $ 1.65 | 1.72 |
Vested (in dollars per share) | 7.33 | |
Forfeited/canceled (in dollars per share) | 7.99 | |
Nonvested, ending balance (in dollars per share) | $ 12.01 |
Income Taxes - Loss Before Taxe
Income Taxes - Loss Before Taxes, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. loss before income taxes | $ (581,136) | $ (413,653) | $ (347,226) |
Foreign loss before income taxes | (2,756) | (3,633) | (2,613) |
Loss before income taxes and noncontrolling interests | $ (583,892) | $ (417,286) | $ (349,839) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefit (Provision) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||||
Federal | $ 0 | $ 0 | $ 0 | |
State | 26 | (38) | (9) | |
Foreign | 0 | 0 | 0 | |
Total current | 26 | (38) | (9) | |
Deferred: | ||||
Federal | 5 | 2 | 0 | |
State | 9 | 2 | 0 | |
Foreign | 0 | 0 | 0 | |
Total deferred | 14 | 4 | 0 | |
Total income tax benefit (expense) | $ (6) | $ 40 | $ (34) | $ (9) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 420,782 | $ 362,360 |
Section 174 R&E capitalization | 87,721 | 50,571 |
Research and development credits | 56,610 | 40,954 |
Interest expense | 39,859 | 19,974 |
Stock-based compensation | 22,554 | 20,927 |
Capital loss | 16,192 | 0 |
Operating lease liabilities | 11,605 | 12,986 |
Valuation discount | 9,095 | 0 |
Investments | 7,544 | 5,886 |
Amortization | 3,715 | 3,969 |
Accrued compensation | 3,262 | 3,398 |
Other accrued liabilities | 2,944 | 1,640 |
Other | 839 | 698 |
Total deferred tax assets | 682,722 | 523,363 |
Deferred tax liabilities: | ||
Debt discount | (23,365) | (16,527) |
Operating lease right-of-use assets | (9,380) | (11,747) |
Depreciation | (1,533) | (3,300) |
Indefinite-lived intangible assets | (148) | (192) |
Total deferred tax liabilities | (34,426) | (31,766) |
Net deferred tax assets | 648,296 | 491,597 |
Valuation allowance | (648,444) | (491,755) |
Net deferred tax liabilities | $ (148) | $ (158) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax [Line Items] | ||
Federal net operating losses | $ 1,600,000 | |
State net operating losses | 2,000,000 | |
Foreign net operating losses | 14,300 | |
Valuation allowance | 648,444 | $ 491,755 |
Increase (decrease) in valuation allowance | (156,600) | 116,600 |
Portion of valuation allowance credited directly to contributed capital | 200 | |
Deferred tax assets not recognized due to limitations | 274,100 | |
Research and development credits | 56,610 | 40,954 |
Deferred tax assets, interest expense temporarily disallowed | 164,600 | $ 77,600 |
Unrecognized tax benefits that would not impact effective tax rate | 15,100 | |
Federal | ||
Income Tax [Line Items] | ||
Net operating losses not subject to expiration | 1,200,000 | |
Research and development credits | 47,700 | |
Other tax credits | 1,300 | |
State | ||
Income Tax [Line Items] | ||
Net operating losses not subject to expiration | 50,700 | |
Research and development credits | $ 29,600 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 21% | 21% | 21% |
State income taxes, net of federal tax benefit | 6.80% | 9.50% | 7% |
Change in fair value of warrants | (1.80%) | 0.50% | 0% |
Change in fair value of convertible notes | (1.30%) | 0% | 0% |
Investment loss | 2.10% | 0% | 0% |
Other permanent items | 0% | (0.10%) | (0.10%) |
Tax rate adjustment | 1.40% | (0.40%) | 1.50% |
Research and development credits | 3.10% | 3.60% | 3.70% |
Stock-based compensation | (1.00%) | (0.50%) | 0.50% |
Section 162(m) limitation | (0.40%) | (2.10%) | 0% |
Other | 0.30% | 1.50% | (0.90%) |
Valuation allowance | (30.20%) | (33.00%) | (32.70%) |
Effective income tax rate | 0% | 0% | 0% |
Income Taxes - Changes to Unrec
Income Taxes - Changes to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of year | $ 16,252 | $ 13,504 | $ 20,413 |
Additions based on tax positions related to the current year | 18,976 | 1,710 | 536 |
Additions based on tax positions related to prior years | 242 | 1,038 | 0 |
Reductions for tax positions of prior years | 0 | 0 | (7,445) |
Unrecognized tax benefits, end of year | $ 35,470 | $ 16,252 | $ 13,504 |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |||
Discretionary contributions | $ 2.8 | $ 2.7 | $ 1.7 |