Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 $0.0001 per share | |
Trading Symbol | IBRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 691,567,961 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001326110 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 133,035 | $ 265,453 |
Marketable securities | 37,460 | 1,009 |
Due from related parties | 2,137 | 2,019 |
Prepaid expenses and other current assets (including amounts with related parties) | 23,090 | 25,603 |
Total current assets | 195,722 | 294,084 |
Marketable securities, noncurrent | 0 | 891 |
Property, plant and equipment, net | 143,517 | 146,082 |
Intangible assets, net | 16,572 | 17,093 |
Convertible note receivable | 6,942 | 6,879 |
Operating lease right-of-use assets, net (including amounts with related parties) | 35,197 | 36,543 |
Other assets (including amounts with related parties) | 2,729 | 2,880 |
Total assets | 400,679 | 504,452 |
Current liabilities: | ||
Accrued expenses and other liabilities | 32,712 | 42,708 |
Operating lease liabilities (including amounts with related parties) | 6,082 | 5,244 |
Total current liabilities | 53,759 | 58,283 |
Related-party nonconvertible note, net of discount (Note 10) | 106,637 | 104,586 |
Related-party convertible notes and accrued interest, net of discount (Note 10) | 580,449 | 576,951 |
Revenue interest liability (Note 9) | 163,416 | 155,415 |
Operating lease liabilities, less current portion (including amounts with related parties) | 38,199 | 39,942 |
Derivative liabilities (Note 9) and (Note 10) | 37,930 | 35,333 |
Warrant liabilities | 109,987 | 118,770 |
Other liabilities | 1,285 | 1,109 |
Total liabilities | 1,091,662 | 1,090,389 |
Commitments and contingencies (Note 7) | ||
Stockholders’ deficit: | ||
Common stock, $0.0001 par value; 1,350,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 677,003,411 and 670,867,344 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively; excluding treasury stock, 163,800 shares outstanding as of March 31, 2024 and December 31, 2023 | 68 | 67 |
Additional paid-in capital | 2,403,720 | 2,374,620 |
Accumulated deficit | (3,095,793) | (2,961,684) |
Accumulated other comprehensive (loss) income | (7) | 10 |
Total ImmunityBio stockholders’ deficit | (692,012) | (586,987) |
Noncontrolling interests | 1,029 | 1,050 |
Total stockholders’ deficit | (690,983) | (585,937) |
Total liabilities and stockholders’ deficit | 400,679 | 504,452 |
Non-related Party | ||
Current liabilities: | ||
Accounts payable | 13,869 | 9,195 |
Related Party | ||
Current assets: | ||
Due from related parties | 2,137 | 2,019 |
Current liabilities: | ||
Accounts payable | $ 1,096 | $ 1,136 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,350,000,000 | 1,350,000,000 |
Common stock, shares issued (in shares) | 677,003,411 | 670,867,344 |
Common stock, shares outstanding (in shares) | 677,003,411 | 670,867,344 |
Treasury stock, common shares (in shares) | 163,800 | 163,800 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 40 | $ 360 |
Operating expenses: | ||
Research and development (including amounts with related parties) | 53,351 | 79,264 |
Selling, general and administrative (including amounts with related parties) | 41,885 | 32,676 |
Total operating expenses | 95,236 | 111,940 |
Loss from operations | (95,196) | (111,580) |
Other expense, net: | ||
Interest and investment income, net | 3,099 | 673 |
Interest expense (including amounts with related parties) | (29,483) | (29,816) |
Loss on equity method investment | 0 | (2,337) |
Change in fair value of warrant liabilities | (1,802) | 27,554 |
Change in fair value of derivative liabilities | (2,724) | 0 |
Interest expense related to revenue interest liability | (8,004) | 0 |
Other expense, net (including amounts with related parties) | (20) | (1,077) |
Total other expense, net | (38,934) | (5,003) |
Loss before income taxes and noncontrolling interests | (134,130) | (116,583) |
Income tax expense | 0 | 0 |
Net loss | (134,130) | (116,583) |
Net loss attributable to noncontrolling interests, net of tax | (21) | (240) |
Net loss attributable to ImmunityBio common stockholders | $ (134,109) | $ (116,343) |
Net loss per ImmunityBio common share – basic (in dollars per share) | $ (0.20) | $ (0.27) |
Net loss per ImmunityBio common share - diluted (in dollars per share) | $ (0.20) | $ (0.27) |
Weighted-average number of common shares used in computing net loss per share – basic (in shares) | 672,831,258 | 428,381,485 |
Weighted-average number of common shares used in computing net loss per share – diluted (in shares) | 672,831,258 | 428,381,485 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (134,130) | $ (116,583) |
Other comprehensive loss, net of income taxes: | ||
Net unrealized (losses) gains on available-for-sale securities | (17) | 4 |
Reclassification of net realized losses on available-for-sale securities included in net loss | 49 | 6 |
Foreign currency translation adjustments | (49) | (226) |
Total other comprehensive loss | (17) | (216) |
Comprehensive loss | (134,147) | (116,799) |
Less: Comprehensive loss attributable to noncontrolling interests | 21 | 240 |
Comprehensive loss attributable to ImmunityBio common stockholders | $ (134,126) | $ (116,559) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Registered Direct Offering | Total ImmunityBio Stockholders’ Deficit | Total ImmunityBio Stockholders’ Deficit Registered Direct Offering | Common Stock | Common Stock Registered Direct Offering | Additional Paid-in Capital | Additional Paid-in Capital Registered Direct Offering | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2022 | 421,569,115 | ||||||||||
Beginning 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) | 14,072,615 | ||||||||||
Issuance of common stock, net | $ 24,256 | $ 24,256 | $ 1 | $ 24,255 | |||||||
Stock-based compensation expense | 10,878 | 10,878 | 10,878 | ||||||||
Exercise of stock options (in shares) | 81,037 | ||||||||||
Exercise of stock options | 126 | 126 | 126 | ||||||||
Vesting of restricted stock units (RSUs) (in shares) | 313,975 | ||||||||||
Net share settlement for RSUs vesting (in shares) | (113,638) | ||||||||||
Net share settlement for RSUs vesting | (357) | (357) | (357) | ||||||||
Other comprehensive (loss) income, net of tax | (216) | (216) | (216) | ||||||||
Net loss | (116,583) | (116,343) | (116,343) | (240) | |||||||
Ending balance (in shares) at Mar. 31, 2023 | 435,923,104 | ||||||||||
Ending balance at Mar. 31, 2023 | $ (531,716) | (528,983) | $ 43 | 1,965,838 | (2,494,831) | (33) | (2,733) | ||||
Beginning balance (in shares) at Dec. 31, 2023 | 670,867,344 | 670,867,344 | |||||||||
Beginning balance at Dec. 31, 2023 | $ (585,937) | (586,987) | $ 67 | 2,374,620 | (2,961,684) | 10 | 1,050 | ||||
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward] | |||||||||||
Stock-based compensation expense | $ 8,266 | 8,266 | 8,266 | ||||||||
Exercise of stock options (in shares) | 0 | ||||||||||
Vesting of restricted stock units (RSUs) (in shares) | 2,969,156 | ||||||||||
Net share settlement for RSUs vesting (in shares) | (1,117,737) | ||||||||||
Net share settlement for RSUs vesting | $ (3,867) | (3,867) | (3,867) | ||||||||
Exercise of warrants (in shares) | 4,284,648 | ||||||||||
Exercise of warrants | 24,702 | 24,702 | $ 1 | 24,701 | |||||||
Other comprehensive (loss) income, net of tax | (17) | (17) | (17) | ||||||||
Net loss | $ (134,130) | (134,109) | (134,109) | (21) | |||||||
Ending balance (in shares) at Mar. 31, 2024 | 677,003,411 | 677,003,411 | |||||||||
Ending balance at Mar. 31, 2024 | $ (690,983) | $ (692,012) | $ 68 | $ 2,403,720 | $ (3,095,793) | $ (7) | $ 1,029 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Registered Direct Offering | |
Commissions and offering costs | $ 2,046 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net loss | $ (134,130) | $ (116,583) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 8,266 | 10,878 |
Non-cash interest expense related to the revenue interest liability | 8,004 | 0 |
Amortization of related-party notes discounts | 5,549 | 11,536 |
Depreciation and amortization | 4,555 | 4,681 |
Change in fair value of derivative liabilities | 2,724 | 0 |
Change in fair value of warrant liabilities | 1,802 | (27,554) |
Non-cash lease expense related to operating lease right-of-use assets | 1,346 | 1,597 |
Unrealized (gains) on equity securities | (725) | (135) |
Accretion of discounts on marketable debt securities | (491) | 0 |
Non-cash interest items, net (including amounts with related parties) | (63) | 2,505 |
Transaction costs allocated to warrant liabilities | 0 | 984 |
Other | 74 | 111 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,634 | 9,689 |
Accounts payable | 4,314 | 668 |
Accrued expenses and other liabilities | (8,917) | 18,590 |
Related parties | (158) | (61) |
Operating lease liabilities | (898) | (1,511) |
Other assets | 132 | 295 |
Net cash used in operating activities | (106,982) | (84,310) |
Investing activities: | ||
Purchases of property, plant and equipment | (1,261) | (8,428) |
Purchases of marketable debt securities, available-for-sale | (48,363) | (158) |
Proceeds from sale of marketable debt securities | 981 | 102 |
Maturities of marketable debt securities, available-for-sale | 13,021 | 0 |
Net cash used in investing activities | (35,622) | (8,484) |
Financing activities: | ||
Proceeds from exercises of warrants | 14,116 | 0 |
Net share settlement for RSUs vesting | (3,867) | (357) |
Principal payments of finance leases | (21) | (19) |
Payment of revenue interest liability | (3) | 0 |
Proceeds from issuance of related-party promissory notes, net of issuance costs paid | 0 | 29,850 |
Proceeds from exercises of stock options | 0 | 126 |
Net cash provided by financing activities | 10,225 | 76,888 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (39) | (254) |
Net change in cash, cash equivalents, and restricted cash | (132,418) | (16,160) |
Cash, cash equivalents, and restricted cash, beginning of period | 265,787 | 104,965 |
Cash, cash equivalents, and restricted cash, end of period | 133,369 | 88,805 |
Reconciliation of cash, cash equivalents, and restricted cash, end of period: | ||
Cash and cash equivalents | 133,035 | 88,481 |
Restricted cash | 334 | 324 |
Cash, cash equivalents, and restricted cash, end of period | 133,369 | 88,805 |
Supplemental disclosure of cash flow information: | ||
Interest | 23,912 | 15,515 |
Income taxes | 8 | 0 |
Supplemental disclosure of non-cash activities: | ||
Property and equipment purchases included in accounts payable, accrued expenses and due to related parties | 1,379 | 19,033 |
Unrealized gains on marketable debt securities, net | 32 | 10 |
Initial measurement of warrants issued in connection with registered direct offerings accounted for as liabilities | 0 | 23,698 |
Unpaid offering costs included in accounts payable and accrued expenses | 0 | 318 |
Registered Direct Offering | ||
Financing activities: | ||
Proceeds from equity offerings, net of discounts and issuance costs | $ 0 | $ 47,288 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business In these notes to unaudited condensed consolidated financial statements, the terms “ImmunityBio,” “the company,” “we,” “us,” and “our” refer to ImmunityBio, Inc. and its subsidiaries. Our Business ImmunityBio is a vertically-integrated biotechnology company developing next-generation therapies and vaccines that bolster the natural immune system to defeat cancers and infectious diseases. The company’s range of immunotherapy and cell therapy platforms, alone and together, act to drive and sustain an immune response with the goal of creating durable and safe protection against disease. We are applying our science and platforms to treating cancers, including the development of potential cancer vaccines, as well as developing immunotherapies and cell therapies that we believe sharply reduce or eliminate the need for standard high-dose chemotherapy. These platforms and their associated product candidates are designed to be more effective, accessible, and easily administered than current standards of care in oncology and infectious diseases. Our platforms and their associated product and 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. Certain items in the prior year’s consolidated financial statements have been reclassified to conform to the current presentation. These reclassifications had no effect on the reported results of operations . The unaudited condensed consolidated financial statements do not include all information and notes required by U.S. GAAP for annual reports and therefore should be read in conjunction with our consolidated financial statements and the notes thereto contained in our Annual Report filed with the SEC on March 19, 2024. These interim financials are not necessarily indicative of results expected for the full fiscal year. Principles of Consolidation The accompanying unaudited condensed 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 where we have less than 100% of ownership, we record net loss attributable to noncontrolling interests, net of tax, on the condensed 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 impact 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 March 31, 2024, the company had an accumulated deficit of $3.1 billion. We also had negative cash flows from operations of $107.0 million during the three months ended March 31, 2024. The company will likely need additional capital to commercialize our approved product, and to further fund the development of, and to seek regulatory approvals for, our other product candidates. The condensed consolidated financial statements have been prepared assuming the company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of the uncertainty of our ability to continue as a going concern. As a result of continuing anticipated operating cash outflows as we commercialize our approved product and accelerate our development efforts, 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; sales of our approved product; 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 March 31, 2024 (which was increased to $300.8 million after giving effect to the April 2024 shelf registration statement and associated prospectus); the $100.0 million Second Payment upon satisfaction of certain conditions specified in the RIPA, including the receipt of approval by the FDA of our BLA for ANKTIVA on or before June 30, 2024 (which we received on April 22, 2024 and we have requested the Second Payment); 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. In addition to funds from the future sales of our approved product, which we expect to take time to establish, 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 significant sales of our approved product or additional funds, we may choose to delay or reduce our operating or investment expenditures. Further, because of the risk and uncertainties associated with the commercialization of our approved product and our other product candidates, we may need additional funds to meet our needs sooner than planned. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to the valuation of equity-based awards, deferred income taxes and related valuation allowances, preclinical and clinical trial accruals, impairment assessments, 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 condensed 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. Significant Accounting Policies There have been no material changes to our significant accounting policies from those described in Note 2, Summary of Significant Accounting Policies, of the “Notes to Consolidated Financial Statements” that appears in Part II, Item 8. “Financial Statements and Supplementary Data” of our Annual Report filed with the SEC on March 19, 2024. 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 Topic 480, Distinguishing Liabilities from Equity (ASC 480), and ASC Topic 815, Derivatives and Hedging (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 condensed 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 recorded as a non-cash gain or loss in other (expense) income, net , on the condensed 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 Topic 825, Financial Instruments (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 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) income, net, on the condensed consolidated statement of operations, except that changes in estimated fair value caused by changes in the instrument-specific credit risk are included in other comprehensive income (loss) . In accordance with FASB ASC Topic 470-50, Debt – Modifications and Extinguishments (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 condensed 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 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 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 (as defined in the RIPA) 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 a $100.0 million Second Payment upon satisfaction of certain conditions specified in the RIPA, including the receipt of approval by the FDA of our BLA for ANKTIVA on or before June 30, 2024. 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. 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. Basic and Diluted Net Loss per Share of Common Stock Basic net loss per share is calculated by dividing the net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares, including the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of March 31, 2024 2023 (Unaudited) Related-party convertible notes 162,471,837 46,726,407 Outstanding third-party warrants 33,448,172 23,163,524 Outstanding stock options 15,439,134 9,159,665 Outstanding RSUs 6,627,983 6,188,292 Outstanding related-party warrants 1,638,000 1,638,000 Total 219,625,126 86,875,888 The dilutive securities shown in the table above as of March 31, 2024 exclude the option to purchase up to $10.0 million of the company’s common stock pursuant to the SPOA entered in connection with the RIPA, as the exercise price cannot be determined until the date of exercise. This option was exercised in part in April 2024. See Note 13 , Stockholders’ Deficit, and Note 16 , Subsequent Events , for more information. Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Adopted In June 2022, the FASB, issued ASU, 2022-03 , Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and introduces certain disclosure requirements for equity securities subject to such restrictions. We adopted this ASU on January 1, 2024 on a prospective basis with no impact on our condensed consolidated financial statements. In March 2023, the FASB issued ASU 2023-01, Leases-Common Control Arrangements (Topic 842). This ASU provides updated guidance for accounting for leasehold improvements associated with common control leases. We adopted this ASU on January 1, 2024 on a prospective basis with no impact on our condensed consolidated financial statements. 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. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), and the SEC during the three months ended March 31, 2024 did not, or are not expected to, have a material effect on our condensed consolidated financial statements. |
Financial Statement Details
Financial Statement Details | 3 Months Ended |
Mar. 31, 2024 | |
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): March 31, December 31, (Unaudited) Prepaid research and development costs $ 8,505 $ 7,847 Prepaid services 5,558 5,869 Prepaid software license fees 2,108 2,100 Prepaid insurance 1,846 2,242 Prepaid equipment maintenance 1,163 1,183 ERP system implementation cost 739 1,087 Insurance premium financing asset 596 1,475 Insurance claims receivable — 1,149 Other 2,575 2,651 Prepaid expenses and other current assets $ 23,090 $ 25,603 Property, Plant and Equipment, Net Property, plant and equipment, net, consist of the following (in thousands): March 31, December 31, (Unaudited) Leasehold improvements $ 72,549 $ 72,552 Equipment 70,642 69,915 Construction in progress 85,169 84,436 Furniture & fixtures 1,879 1,889 Software 1,664 1,666 Gross property, plant and equipment 231,903 230,458 Less: Accumulated depreciation and amortization 88,386 84,376 Property, plant and equipment, net $ 143,517 $ 146,082 During the three months ended March 31, 2024 and 2023, depreciation expense related to property, plant and equipment totaled $4.0 million and $4.2 million, respectively. Intangible Assets, Net The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated (in thousands): March 31, 2024 (Unaudited) Weighted- Gross Carrying Accumulated Impairment Net Carrying Definite-lived: Favorable leasehold rights 7.9 $ 20,398 $ (4,334) $ — $ 16,064 Indefinite-lived: IPR&D 508 — — 508 Total intangible assets $ 20,906 $ (4,334) $ — $ 16,572 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 During the three months ended March 31, 2024 and 2023, we recorded amortization expense of our definite-lived intangible assets totaling $0.5 million, respectively, in research and development expense , on the condensed consolidated statements of operations. Future amortization expense associated with our definite-lived intangible assets is as follows (in thousands): Years ending December 31: Definite-lived Intangible Assets (Unaudited) 2024 (excluding the three months ended March 31, 2024) $ 1,530 2025 2,040 2026 2,040 2027 2,040 2028 2,040 2029 2,040 Thereafter 4,334 Total $ 16,064 Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consist of the following (in thousands): March 31, December 31, (Unaudited) Accrued professional and service fees $ 11,838 $ 9,829 Accrued research and development costs 5,761 7,700 Accrued compensation 5,469 6,241 Accrued preclinical and clinical trial costs 4,194 4,218 Accrued bonus 3,266 11,350 Accrued construction costs 1,032 1,179 Financing obligation – current portion 596 1,475 Other 556 716 Accrued expenses and other liabilities $ 32,712 $ 42,708 Interest and Investment Income, Net Interest and investment income, net consists of the following (in thousands): Three Months Ended 2024 2023 (Unaudited) Investment accretion income, net $ 2,263 $ 260 Unrealized gains from equity securities 725 135 Interest income 160 284 Net realized losses on investments (49) (6) Interest and investment income, net $ 3,099 $ 673 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): Three Months Ended 2024 2023 (Unaudited) Interest expense on related-party notes payable $ 23,909 $ 18,260 Amortization of related-party notes discounts 5,549 11,536 Other interest expense 25 20 Interest expense $ 29,483 $ 29,816 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Financial Instruments Investments in Marketable Debt Securities As of March 31, 2024, 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): March 31, 2024 (Unaudited) Weighted- Amortized Gross Gross Fair Current: U.S. Treasury securities 0.1 $ 20,836 $ — $ (4) $ 20,832 U.S. Government Agency securities 0.0 14,996 — (9) 14,987 Total $ 35,832 $ — $ (13) $ 35,819 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 March 31, 2024, 15 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): March 31, 2024 (Unaudited) Less than 12 months More than 12 months Estimated Gross Estimated Gross U.S. Treasury securities $ 20,832 $ (4) $ — $ — U.S. Government Agency securities 14,987 (9) — — Total $ 35,819 $ (13) $ — $ — 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) $ — $ — Investments in Marketable Equity Securities As of March 31, 2024 and December 31, 2023, we held investments in marketable equity securities with readily determinable fair values of $1.6 million and $0.9 million as of March 31, 2024 and December 31, 2023, respectively. During the three months ended March 31, 2024 and 2023, unrealized gains recorded on these securities totaled $0.7 million and $0.1 million, respectively, in interest and investment income, net , on the condensed consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: • Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these products does not entail a significant degree of judgment. Our Level 1 assets consist of bank deposits, money market funds, and marketable equity securities. • Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. Our Level 2 assets consist of corporate debt securities including commercial paper, government-sponsored securities and corporate bonds, as well as foreign municipal securities. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. We utilize a third-party pricing service to assist in obtaining fair value pricing for our investments in marketable debt securities. Inputs are documented in accordance with the fair value disclosure hierarchy. The fair values of financial instruments other than marketable securities and cash and cash equivalents are determined through a combination of management estimates and third-party valuations. Recurring Valuations Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2024 (Unaudited) Total Level 1 Level 2 Level 3 Assets at Fair Value: Current: Cash and cash equivalents $ 133,035 $ 133,035 $ — $ — Equity securities 1,641 1,641 — — U.S. Treasury securities 20,832 20,832 — — U.S. Government Agency securities 14,987 — 14,987 — Total assets measured at fair value $ 170,495 $ 155,508 $ 14,987 $ — Liabilities at Fair Value: Current: Contingent consideration $ (20) $ — $ — $ (20) Noncurrent: Stock option purchase liability (946) (1) — — (946) Derivative liabilities (37,930) (2) — — (37,930) Warrant liabilities (109,987) (3) — — (109,987) Total liabilities measured at fair value $ (148,883) $ — $ — $ (148,883) 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) $ — $ — $ (20) Noncurrent: Stock option purchase liability (819) (1) — — (819) Derivative liabilities (35,333) (2) — — (35,333) Warrant liabilities (118,770) (3) — — (118,770) Total liabilities measured at fair value $ (154,942) $ — $ — $ (154,942) _______________ (1) 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 is classified as other liabilities on the condensed consolidated balance sheet at its fair value. The fair value is estimated using probability-weighted scenarios over the likelihood of this option being exercised. As of March 31, 2024, the stock purchase option was outstanding. See Note 9 , Revenue Interest Purchase Agreement , for more information. The change in the carrying amount of the stock option purchase liability is as follows (in thousands): (Unaudited) Beginning fair value, at December 31, 2023 $ 819 Change in fair value 127 Ending fair value, at March 31, 2024 $ 946 (2) 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 $37.1 million and $34.5 million as of March 31, 2024 and December 31, 2023, respectively. 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 March 31, 2024 and December 31, 2023, the discount rate used for valuation of the derivative liability was 13.4% and 12.1%, respectively. See Note 9 , Revenue Interest Purchase Agreement , for more information. The change in the carrying amount of the derivative liabilities is as follows (in thousands): (Unaudited) Beginning fair value, at December 31, 2023 $ 34,500 Change in fair value 2,630 Ending fair value, at March 31, 2024 $ 37,130 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 condensed 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 condensed 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 was estimated at $0.8 million as of March 31, 2024 and December 31, 2023, respectively, and will be remeasured to fair value at each reporting date until the derivative is settled. (3) 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 March 31, 2024, 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: March 31, December 31, (Unaudited) Exercise price per share $6.60 $6.60 Expected term 0.7 years 1.0 years Expected average volatility 121.2 % 119.0 % Expected dividend yield — — Risk-free interest rate 5.0 % 4.7 % February 2023 Warrants In connection with the February 15, 2023 registered direct offering of common stock, the company issued 14,072,615 warrants (February 2023 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of March 31, 2024, 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: March 31, December 31, (Unaudited) Exercise price per share $3.2946 $3.2946 Expected term 2.3 years 2.6 years Expected average volatility 111.8 % 107.3 % Expected dividend yield — — Risk-free interest rate 4.5 % 4.1 % 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. During the three months ended March 31, 2024, a total of 4,284,648 warrants were exercised. As of March 31, 2024, 10,284,648 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: March 31, December 31, (Unaudited) Exercise price per share $3.2946 $3.2946 Expected term 2.3 years 2.6 years Expected average volatility 111.8 % 107.3 % Expected dividend yield — — Risk-free interest rate 4.5 % 4.1 % The change in the carrying amount of the warrant liabilities is as follows (in thousands): Total December 2022 February 2023 July 2023 (Unaudited) Beginning fair value, at December 31, 2023 $ 118,770 $ 17,091 $ 49,958 $ 51,721 Warrant exercises (10,585) — — (10,585) Change in fair value 1,802 (636) 4,081 (1,643) Ending fair value, at March 31, 2024 $ 109,987 $ 16,455 $ 54,039 $ 39,493 |
Collaboration and License Agree
Collaboration and License Agreements and Acquisition | 3 Months Ended |
Mar. 31, 2024 | |
Research and Development [Abstract] | |
Collaboration and License Agreements and Acquisition | Collaboration and License Agreements and Acquisition Collaboration Agreement Amyris Joint Venture In 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 three months ended March 31, 2023, we recorded our 50% share of the net loss from the joint venture totaling $2.3 million in other expense, net, on the condensed consolidated statement of operations. During the three months ended March 31, 2023, such losses incurred included $2.3 million 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 March 31, 2024, 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 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, we made an annual license maintenance fee payment of $2.25 million. During the three months ended March 31, 2024 and 2023, we expensed $0.6 million and $0.4 million, respectively, in research and development expense , on the condensed 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 three months ended March 31, 2024 and 2023, 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 three months ended March 31, 2024 and 2023, we recorded $1.4 million and $0.8 million, respectively, in research and development expense, on the condensed consolidated statements of operations related to the license agreement. 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 March 31, 2024 and December 31, 2023, $1.7 million and $1.2 million payable to AAHI in connection with the sponsored research agreement, respectively, was recorded in accrued expenses and other liabilities , on the condensed consolidated balance sheets. During the three months ended March 31, 2024, we recorded $0.5 million in research and development expense, on the condensed consolidated statement of operations related to the sponsored research agreement. 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 did not meet the definition of a business. 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 (the Commencement Date) 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 of operations, 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 remedies of governmental authorities as we have not satisfied the initial employee count requirement described above. These rights and remedies include, 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. To date, no such rights or remedies have been exercised by any third parties. 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 March 31, 2024, 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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. 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 Corporation 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 ANKTIVA 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 March 31, 2024, 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. 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 2 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 condensed 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 ANKTIVA in China for human therapeutic uses. In the arbitration, Beike is asserting a claim for breach of contract under the license agreement. Among other things, Beike alleges that we failed to use commercially reasonable efforts to deliver to Beike materials and data related to ANKTIVA. Beike is seeking specific performance 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 served its Statement of Claim 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 our 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 then product candidate, ANKTIVA, 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 May 31, 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. Commitments During the three months ended March 31, 2024, we did not enter into any significant contracts, other than those disclosed in these condensed consolidated financial statements. In addition, we are also a party to various contracts with CROs and CMOs that generally provide for termination on notice, with the exact amounts in the event of termination to be based on the timing of the termination and the terms of the agreement. There have been no material changes in unconditional purchase commitments from those disclosed in Note 7, Commitments and Contingencies, |
Lease Arrangements
Lease Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 rental at the Dunkirk Facility. See Note 11 , Related-Party Agreements , for more 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): March 31, December 31, Classification (Unaudited) Assets Operating lease assets Operating lease right-of-use assets $ 35,197 $ 36,543 Finance lease assets Other assets 38 58 Total lease assets $ 35,235 $ 36,601 Liabilities Current: Operating lease liabilities Operating lease liabilities $ 6,082 $ 5,244 Finance lease liabilities Accrued expenses and other liabilities 43 64 Noncurrent: Operating lease liabilities Operating lease liabilities, less current portion 38,199 39,942 Total lease liabilities $ 44,324 $ 45,250 Information regarding our lease terms is as follows: March 31, December 31, (Unaudited) Weighted-average remaining lease term: Operating leases 6.0 years 6.2 years Finance leases 0.5 years 0.8 years Weighted-average discount rate: Operating leases 10.9 % 10.9 % Finance leases 11.7 % 11.7 % The components of lease expense consist of the following (in thousands): Three Months Ended 2024 2023 (Unaudited) Operating lease costs $ 2,512 $ 2,921 Short-term lease costs 1,062 1,050 Finance lease costs (including right-of-use asset 21 23 Variable lease costs 916 970 Total lease expense $ 4,511 $ 4,964 Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands): Three Months Ended 2024 2023 (Unaudited) Cash paid for operating leases (excluding variable lease costs) $ 2,384 $ 3,179 Financing cash flow from finance leases $ 21 $ 19 Operating cash flow from finance leases $ 1 $ 4 Future minimum lease payments as of March 31, 2024, 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 (excluding the three months ended March 31, 2024) $ 8,283 $ 44 $ 8,327 2025 10,863 — 10,863 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 60,870 44 60,914 Less: Interest 15,919 1 15,920 Less: Tenant improvement allowance receivable 670 — 670 Present value of lease liabilities $ 44,281 $ 43 $ 44,324 There have been no material changes related to our existing lease agreements from those disclosed in Note 8, Lease Arrangements |
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 rental at the Dunkirk Facility. See Note 11 , Related-Party Agreements , for more 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): March 31, December 31, Classification (Unaudited) Assets Operating lease assets Operating lease right-of-use assets $ 35,197 $ 36,543 Finance lease assets Other assets 38 58 Total lease assets $ 35,235 $ 36,601 Liabilities Current: Operating lease liabilities Operating lease liabilities $ 6,082 $ 5,244 Finance lease liabilities Accrued expenses and other liabilities 43 64 Noncurrent: Operating lease liabilities Operating lease liabilities, less current portion 38,199 39,942 Total lease liabilities $ 44,324 $ 45,250 Information regarding our lease terms is as follows: March 31, December 31, (Unaudited) Weighted-average remaining lease term: Operating leases 6.0 years 6.2 years Finance leases 0.5 years 0.8 years Weighted-average discount rate: Operating leases 10.9 % 10.9 % Finance leases 11.7 % 11.7 % The components of lease expense consist of the following (in thousands): Three Months Ended 2024 2023 (Unaudited) Operating lease costs $ 2,512 $ 2,921 Short-term lease costs 1,062 1,050 Finance lease costs (including right-of-use asset 21 23 Variable lease costs 916 970 Total lease expense $ 4,511 $ 4,964 Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands): Three Months Ended 2024 2023 (Unaudited) Cash paid for operating leases (excluding variable lease costs) $ 2,384 $ 3,179 Financing cash flow from finance leases $ 21 $ 19 Operating cash flow from finance leases $ 1 $ 4 Future minimum lease payments as of March 31, 2024, 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 (excluding the three months ended March 31, 2024) $ 8,283 $ 44 $ 8,327 2025 10,863 — 10,863 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 60,870 44 60,914 Less: Interest 15,919 1 15,920 Less: Tenant improvement allowance receivable 670 — 670 Present value of lease liabilities $ 44,281 $ 43 $ 44,324 There have been no material changes related to our existing lease agreements from those disclosed in Note 8, Lease Arrangements |
Revenue Interest Purchase Agree
Revenue Interest Purchase Agreement | 3 Months Ended |
Mar. 31, 2024 | |
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. 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 a $100.0 million Second Payment upon satisfaction of certain conditions specified in the RIPA, including the receipt of approval by the FDA of our BLA for ANKTIVA on or before June 30, 2024. Now that we have received such approval from the FDA, we have requested the $100.0 million Second Payment from Oberland. 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 are 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 March 31, 2024, 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 March 31, 2024 and December 31, 2023, $163.4 million and $155.4 million, respectively, was recorded as revenue interest liability, on the condensed consolidated balance sheets. 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 three months ended March 31, 2024, we recorded $8.0 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 three months ended March 31, 2024 (in thousands): (Unaudited) Revenue interest liability, at December 31, 2023 $ 155,415 Revenue interest payment (3) Interest expense recognized 8,004 Revenue interest liability, at March 31, 2024 $ 163,416 |
Related-Party Debt
Related-Party Debt | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Debt | Related-Party Debt Our related-party debt is summarized below (in thousands): Balances as of March 31, 2024 (Unaudited) Maturity Interest Principal Less: Total Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note Tranche 1 2025 Term SOFR +8.0% $ 125,000 $ 18,363 $ 106,637 Related-Party Convertible Notes: $505 million December 2023 Promissory Note Tranche 2 2025 Term SOFR +7.5% $ 380,000 $ 29,551 $ 350,449 $30 million March 2023 Promissory Note 2025 Term SOFR +8.0% 30,000 — 30,000 $200 million September 2023 Promissory Note 2026 Term SOFR +8.0% 200,000 — 200,000 Total related-party convertible notes $ 610,000 $ 29,551 $ 580,449 Balances as of December 31, 2023 Maturity Interest Principal Less: Total Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note Tranche 1 2025 Term SOFR +8.0% $ 125,000 $ 20,414 $ 104,586 Related-Party Convertible Notes: $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 2025 Term SOFR + 8.0% 30,000 — 30,000 $200 million September 2023 Promissory Note 2026 Term SOFR + 8.0% 200,000 — 200,000 Total related-party convertible notes $ 610,000 $ 33,049 $ 576,951 $505 million December 2023 Promissory Note On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note. Pursuant to the terms of the amended and restated promissory note, the amended promissory note has an aggregated principal amount of $505.0 million, comprised of Tranche 1 with a principal amount of $125.0 million, and Tranche 2 with a principal amount of $380.0 million. The maturity date of the amended promissory note is December 31, 2025. $125.0 million principal amount of Tranche 1 of the promissory note bears an interest rate of Term SOFR plus 8.0% per annum, payable on a quarterly basis. The company may prepay the outstanding principal amount, at any time, in whole or in part, without penalty. $380.0 million principal amount of Tranche 2 of the promissory note bears an interest rate of Term SOFR plus 7.5% per annum, payable on a quarterly basis. The Tranche 2 promissory note provides that the noteholder has the sole option to convert all (but not less than all) of the outstanding principal amount of $380.0 million and accrued but unpaid interest into shares of the company’s common stock at a conversion price of $8.2690 per share, subject to appropriate adjustment from time to time for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event. In addition, the noteholder can request up to $50.0 million of the Tranche 2 principal amount and accrued interest to be repaid upon consummation of a specified transaction. $30 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. 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. 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. On December 29, 2023, all outstanding promissory notes were modified and accounted for as a debt extinguishment. After the debt extinguishment, the note is accounted for under the amortized cost basis. As of March 31, 2023, the estimated fair value of the convertible note was computed using a discounted cash flow method with the following unobservable assumptions: March 31, (Unaudited) Expected market yield 17.5 % Discount period 0.1 years Discount factor 0.98 $200 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. In connection with the RIPA transaction, all outstanding related-party promissory notes became subordinated to the RIPA payment obligations. The following table summarizes the estimated future contractual obligations for our related-party debt as of March 31, 2024 (in thousands): Principal Payments Interest Payments (1) Convertible Nonconvertible Convertible Nonconvertible Total (Unaudited) 2024 (excluding the three months ended March 31, 2024) $ — $ — $ 59,732 $ 12,524 $ 72,256 2025 410,000 125,000 79,280 16,623 630,903 2026 200,000 — 18,551 — 218,551 Total $ 610,000 $ 125,000 $ 157,563 $ 29,147 $ 921,710 _______________ (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 March 31, 2024 was 13.05%. 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): March 31, December 31, (Unaudited) Due from related party–NantBio $ 1,294 $ 1,294 Due from related party–NantWorks 698 541 Due from related party–Brink 77 62 Due from related parties–Various 68 122 Total due from related parties $ 2,137 $ 2,019 Due to related party–NantBio $ 943 $ 943 Due to related party–Duley Road 113 136 Due to related party–the Clinic 40 57 Due to related party–NantWorks — — Total due to related parties $ 1,096 $ 1,136 Our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder founded and has a controlling interest in NantWorks, which is a collection of companies in the healthcare and technology space. As described below, we have entered into arrangements with NantWorks, and certain affiliates of NantWorks, to facilitate the development of new immunotherapies for our product pipeline. Affiliates of NantWorks are also affiliates of the company due to the common control by and/or common ownership interest of our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder. NantWorks, LLC Shared Services Agreement Under the amended and restated shared services agreement with NantWorks 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 the services at cost plus reasonable allocations of employee benefits, facilities, and other direct or fairly allocated indirect costs that relate to the employees providing the services. During the three months ended March 31, 2024 and 2023, we recorded $0.4 million and $1.0 million, respectively, in selling, general and administrative expense , and $0.6 million and $0.4 million of expense reimbursements, respectively, under this arrangement in research and development expense , on the condensed consolidated statements of operations. These amounts exclude certain general and administrative expenses provided by third-party vendors directly for our benefit, which were reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks. As of March 31, 2024 and December 31, 2023, we had a receivable of $0.7 million and $0.5 million, respectively, for all agreements with NantWorks, which are included in due from/due to related parties, on the condensed consolidated balance sheets. We also recorded $1.1 million and $1.0 million of prepaid expenses for various services that we expect will be passed through to the company from NantWorks as of March 31, 2024 and December 31, 2023, respectively, which are included in prepaid expenses and other current assets , on the condensed 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 on 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 is approximately $273,700 per month, which is 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 the other party. During the three months ended March 31, 2024 and 2023, we recorded license fee expense for this facility totaling $0.9 million and $0.8 million, respectively, in research and development expense , on the condensed consolidated statements of operations. Immuno-Oncology Clinic, Inc. We have entered into multiple agreements with t he Clinic to conduct clinical trials related to certain of our product candidates. The Clinic is a related party as it is owned by an officer of the company and NantWorks manages the administrative operations of the Clinic. In 2021, we completed a review of alternative structures that could support our more complex clinical trial requirements and made a decision to explore a potential transition of clinical trials at the Clinic to a new structure (including contracting with a new, non-affiliated professional corporation) to be determined and agreed upon by all parties. We continue discussions with potential partners around alternative structures. During the three months ended March 31, 2024 and 2023, we recorded $0.5 million and $0.6 million, respectively, in research and development expense , on the condensed consolidated statements of operations related to clinical trial and transition services provided by the Clinic. As of March 31, 2024 and December 31, 2023 , we owed the Clinic an immaterial amount and $0.1 million, respectively, which are included in due to related parties, on the condensed consolidated balance sheets . NantBio, Inc. In August 2018, we entered into a supply agreement with NCSC, a 100% owned subsidiary of NantBio. Under this agreement, we agreed to supply VivaBioCell’s proprietary GMP-in-a-Box bioreactors and related consumables, made according to specifications mutually agreed to with both companies. The agreement has an initial term of five years and renews automatically for successive one-year terms unless terminated by either party in the event of material default upon prior written notice of such default and the failure of the defaulting party to remedy the default within 30 days of the delivery of such notice, or upon 90 days’ prior written notice by NCSC. During the three months ended March 31, 2024 and 2023, we recognized no revenue. As of March 31, 2024 and December 31, 2023, we recorded $0.1 million, respectively, of deferred revenue for bioreactors that were delivered but not installed in accrued expenses and other liabilities , on the condensed consolidated balance sheets. As of March 31, 2024 and December 31, 2023, we recorded a payable of $0.9 million, respectively, in due to related parties , on the condensed consolidated balance sheets related to this agreement. In 2018, we entered into a shared service agreement pursuant to which we are charged for services at cost, without mark-up or profit by NantBio, but including reasonable allocations of employee benefits that relate to the employees providing the services. In April 2019, we agreed with NantBio to transfer certain NantBio employees and associated research and development projects to the company. As of March 31, 2024 and December 31, 2023, we recorded a receivable of $1.3 million in due from related parties , respectively, on the condensed consolidated balance sheets for amounts we paid on behalf of NantBio during the year ended December 31, 2019. 605 Doug St, LLC In September 2016, we entered into a lease agreement with 605 Doug St, LLC, an entity owned by our Executive Chairman and Global Chief Scientific and Medical Officer, for approximately 24,250 rentable square feet in El Segundo, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The lease term was from July 2016 through July 2023. In June 2023, we exercised the option to extend the lease for one additional three-year term through July 2026. The base rent is approximately $72,385 per month, with annual increases of 3% that began in July 2017. We recorded lease expense for this facility of $0.2 million for the three months ended March 31, 2024 and 2023, respectively, in research and development expense , on the condensed consolidated statements of operations. Duley Road, LLC In February 2017, we entered into a lease agreement with Duley Road, a related party that is indirectly controlled by our Executive Chairman and Global Chief Scientific and Medical Officer, for approximately 11,980 rentable square feet of office and cGMP manufacturing facility space in El Segundo, California. The lease term is from February 2017 through October 2024. We have the option to extend the initial term for two consecutive five-year periods through October 2034. The base rent is approximately $40,700 per month, with annual increases of 3%. Effective October 3, 2023, we exercised the first option to extend the lease for one additional five-year term through October 31, 2029. Effective in January 2019, we entered into two lease agreements with Duley Road for a second building located in El Segundo, California. The first lease is for the first floor of the building with approximately 5,650 rentable square feet. The lease has a seven-year term commencing in September 2019. The second lease is for the second floor of the building with approximately 6,488 rentable square feet. The lease has a seven-year term commencing in July 2019. Both floors of the building are used for research and development and office space. We have options to extend the initial terms of both leases for two consecutive five-year periods through 2036. The base rent for the two leases is approximately $35,800 per month, with annual increases of 3%. During the three months ended March 31, 2024 and 2023, we recorded rent expense for these leases totaling $0.2 million, respectively, in research and development expense , on the condensed consolidated statements of operations. As of March 31, 2024 and December 31, 2023, we recorded $0.1 million of lease-related payables to Duley Road, respectively, in due to related parties , on the condensed consolidated balance sheets. 605 Nash, LLC In February 2021 , but effective on January 1, 2021 , we entered into a lease agreement with 605 Nash, a related party, whereby we leased approximately 6,883 rentable square feet (the Initial Premises) i n a two-story mixed-use building containing approximately 64,643 rentable square feet at 605-607 Nash Street in El Segundo, California. This facility is used primarily for pharmaceutical development and manufacturing purposes. The lease term commenced in January 2021 and expires in December 2027 , and includes an option to extend the lease for one three-year term through December 2030 . The base rent is approximately $20,300 per month with an annual increase of 3% on January 1 of each year during the initial term and, if applicable, during the option term. In addition, under the agreement, we are required to pay our share of estimated property taxes and operating expenses. In May 2021, but effective on April 1, 2021, we entered into an amendment to our Initial Premises lease with 605 Nash. The amendment expanded the leased square feet by approximately 57,760 rentable square feet (the Expansion Premises). The lease term of the Expansion Premises commenced in April 2021 and expires in March 2028, whereby the company has one option to extend the initial term for three years. Per the terms of the amendment, the term of the Initial Premises lease was extended for an additional three months and now expires on March 31, 2028. Base rent for the Expansion Premises is approximately $170,400 per month with annual increases of 3% on April 1 of each year. We are responsible for the build out of the facility space and associated costs. During the three months ended March 31, 2024 and 2023, we recorded rent expense for the Initial and Expansion Premises leases totaling $0.5 million, respectively, i n research and development expense, on the condensed consolidated statements of operations. The terms of the initial and amended leases provided for tenant improvement allowances totaling $2.9 million for costs and expenses related to improvements made by us to the Initial and Expansion Premises, which has been received from the landlord in 2023. 420 Nash, LLC On September 27, 2021, we entered into a lease agreement with 420 Nash, LLC, a related party, whereby we leased an approximately 19,125 rentable square foot property located at 420 Nash Street, El Segundo, California, to be used primarily for the warehousing and storage of drug manufacturing supplies, products and equipment and ancillary office space. Under the terms of the lease agreement, the lease term began on October 1, 2021 and expires on September 30, 2026. The base rent is approximately $38,250 per month with an annual increase of 3% on October 1 of each year beginning in 2022 during the initial term. The company is responsible for the payment of real property taxes, repairs and maintenance, improvements, insurance and operating expenses during the term of the lease. The company has options to extend the lease term for two additional consecutive periods of five years each. At the beginning of each option term, the initial monthly base rent will be adjusted to market rent (as defined in the lease agreement) with an annual increase of 3% during the option term. We have included the first option to extend the lease term for five years as part of the initial term of the lease as it is reasonably certain that we will exercise the option, which implies lease expiration in September 2031. During the three months ended March 31, 2024 and 2023, we recorded $0.1 million of rent expense for this lease, respectively, in research and development expense , on the condensed consolidated statements of operations. 23 Alaska, LLC On May 6, 2022, we entered into a lease agreement with 23 Alaska, LLC, a related party, for a 47,265 rentable square foot facility located at 2335 Alaska Ave., El Segundo, California, to be used primarily for pharmaceutical development and manufacturing, research and development, and office space. Under the terms of the agreement, the lease term began on May 1, 2022 and was to expire on April 30, 2027. The base rent was approximately $139,400 per month with an annual increase of 3% on May 1 of each year beginning in 2023 during the initial term. We were also required to pay $7,600 per month for parking during the initial term. The company was responsible for the payment of real property taxes, repairs and maintenance, improvements, insurance, and operating expenses during the term of the lease. Effective August 31, 2023, we executed a lease termination agreement with the lessor under which we received a full refund of the security deposit totaling $0.1 million that we paid upon execution of the lease. During the three months ended March 31, 2023, we recorded $0.4 million of rent expense for this lease in r esearch and development expense |
Related-Party Agreements
Related-Party Agreements | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Agreements | Related-Party Debt Our related-party debt is summarized below (in thousands): Balances as of March 31, 2024 (Unaudited) Maturity Interest Principal Less: Total Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note Tranche 1 2025 Term SOFR +8.0% $ 125,000 $ 18,363 $ 106,637 Related-Party Convertible Notes: $505 million December 2023 Promissory Note Tranche 2 2025 Term SOFR +7.5% $ 380,000 $ 29,551 $ 350,449 $30 million March 2023 Promissory Note 2025 Term SOFR +8.0% 30,000 — 30,000 $200 million September 2023 Promissory Note 2026 Term SOFR +8.0% 200,000 — 200,000 Total related-party convertible notes $ 610,000 $ 29,551 $ 580,449 Balances as of December 31, 2023 Maturity Interest Principal Less: Total Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note Tranche 1 2025 Term SOFR +8.0% $ 125,000 $ 20,414 $ 104,586 Related-Party Convertible Notes: $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 2025 Term SOFR + 8.0% 30,000 — 30,000 $200 million September 2023 Promissory Note 2026 Term SOFR + 8.0% 200,000 — 200,000 Total related-party convertible notes $ 610,000 $ 33,049 $ 576,951 $505 million December 2023 Promissory Note On December 29, 2023 in connection with the RIPA, the company and Nant Capital entered into an amended and restated promissory note. Pursuant to the terms of the amended and restated promissory note, the amended promissory note has an aggregated principal amount of $505.0 million, comprised of Tranche 1 with a principal amount of $125.0 million, and Tranche 2 with a principal amount of $380.0 million. The maturity date of the amended promissory note is December 31, 2025. $125.0 million principal amount of Tranche 1 of the promissory note bears an interest rate of Term SOFR plus 8.0% per annum, payable on a quarterly basis. The company may prepay the outstanding principal amount, at any time, in whole or in part, without penalty. $380.0 million principal amount of Tranche 2 of the promissory note bears an interest rate of Term SOFR plus 7.5% per annum, payable on a quarterly basis. The Tranche 2 promissory note provides that the noteholder has the sole option to convert all (but not less than all) of the outstanding principal amount of $380.0 million and accrued but unpaid interest into shares of the company’s common stock at a conversion price of $8.2690 per share, subject to appropriate adjustment from time to time for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event. In addition, the noteholder can request up to $50.0 million of the Tranche 2 principal amount and accrued interest to be repaid upon consummation of a specified transaction. $30 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. 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. 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. On December 29, 2023, all outstanding promissory notes were modified and accounted for as a debt extinguishment. After the debt extinguishment, the note is accounted for under the amortized cost basis. As of March 31, 2023, the estimated fair value of the convertible note was computed using a discounted cash flow method with the following unobservable assumptions: March 31, (Unaudited) Expected market yield 17.5 % Discount period 0.1 years Discount factor 0.98 $200 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. In connection with the RIPA transaction, all outstanding related-party promissory notes became subordinated to the RIPA payment obligations. The following table summarizes the estimated future contractual obligations for our related-party debt as of March 31, 2024 (in thousands): Principal Payments Interest Payments (1) Convertible Nonconvertible Convertible Nonconvertible Total (Unaudited) 2024 (excluding the three months ended March 31, 2024) $ — $ — $ 59,732 $ 12,524 $ 72,256 2025 410,000 125,000 79,280 16,623 630,903 2026 200,000 — 18,551 — 218,551 Total $ 610,000 $ 125,000 $ 157,563 $ 29,147 $ 921,710 _______________ (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 March 31, 2024 was 13.05%. 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): March 31, December 31, (Unaudited) Due from related party–NantBio $ 1,294 $ 1,294 Due from related party–NantWorks 698 541 Due from related party–Brink 77 62 Due from related parties–Various 68 122 Total due from related parties $ 2,137 $ 2,019 Due to related party–NantBio $ 943 $ 943 Due to related party–Duley Road 113 136 Due to related party–the Clinic 40 57 Due to related party–NantWorks — — Total due to related parties $ 1,096 $ 1,136 Our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder founded and has a controlling interest in NantWorks, which is a collection of companies in the healthcare and technology space. As described below, we have entered into arrangements with NantWorks, and certain affiliates of NantWorks, to facilitate the development of new immunotherapies for our product pipeline. Affiliates of NantWorks are also affiliates of the company due to the common control by and/or common ownership interest of our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder. NantWorks, LLC Shared Services Agreement Under the amended and restated shared services agreement with NantWorks 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 the services at cost plus reasonable allocations of employee benefits, facilities, and other direct or fairly allocated indirect costs that relate to the employees providing the services. During the three months ended March 31, 2024 and 2023, we recorded $0.4 million and $1.0 million, respectively, in selling, general and administrative expense , and $0.6 million and $0.4 million of expense reimbursements, respectively, under this arrangement in research and development expense , on the condensed consolidated statements of operations. These amounts exclude certain general and administrative expenses provided by third-party vendors directly for our benefit, which were reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks. As of March 31, 2024 and December 31, 2023, we had a receivable of $0.7 million and $0.5 million, respectively, for all agreements with NantWorks, which are included in due from/due to related parties, on the condensed consolidated balance sheets. We also recorded $1.1 million and $1.0 million of prepaid expenses for various services that we expect will be passed through to the company from NantWorks as of March 31, 2024 and December 31, 2023, respectively, which are included in prepaid expenses and other current assets , on the condensed 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 on 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 is approximately $273,700 per month, which is 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 the other party. During the three months ended March 31, 2024 and 2023, we recorded license fee expense for this facility totaling $0.9 million and $0.8 million, respectively, in research and development expense , on the condensed consolidated statements of operations. Immuno-Oncology Clinic, Inc. We have entered into multiple agreements with t he Clinic to conduct clinical trials related to certain of our product candidates. The Clinic is a related party as it is owned by an officer of the company and NantWorks manages the administrative operations of the Clinic. In 2021, we completed a review of alternative structures that could support our more complex clinical trial requirements and made a decision to explore a potential transition of clinical trials at the Clinic to a new structure (including contracting with a new, non-affiliated professional corporation) to be determined and agreed upon by all parties. We continue discussions with potential partners around alternative structures. During the three months ended March 31, 2024 and 2023, we recorded $0.5 million and $0.6 million, respectively, in research and development expense , on the condensed consolidated statements of operations related to clinical trial and transition services provided by the Clinic. As of March 31, 2024 and December 31, 2023 , we owed the Clinic an immaterial amount and $0.1 million, respectively, which are included in due to related parties, on the condensed consolidated balance sheets . NantBio, Inc. In August 2018, we entered into a supply agreement with NCSC, a 100% owned subsidiary of NantBio. Under this agreement, we agreed to supply VivaBioCell’s proprietary GMP-in-a-Box bioreactors and related consumables, made according to specifications mutually agreed to with both companies. The agreement has an initial term of five years and renews automatically for successive one-year terms unless terminated by either party in the event of material default upon prior written notice of such default and the failure of the defaulting party to remedy the default within 30 days of the delivery of such notice, or upon 90 days’ prior written notice by NCSC. During the three months ended March 31, 2024 and 2023, we recognized no revenue. As of March 31, 2024 and December 31, 2023, we recorded $0.1 million, respectively, of deferred revenue for bioreactors that were delivered but not installed in accrued expenses and other liabilities , on the condensed consolidated balance sheets. As of March 31, 2024 and December 31, 2023, we recorded a payable of $0.9 million, respectively, in due to related parties , on the condensed consolidated balance sheets related to this agreement. In 2018, we entered into a shared service agreement pursuant to which we are charged for services at cost, without mark-up or profit by NantBio, but including reasonable allocations of employee benefits that relate to the employees providing the services. In April 2019, we agreed with NantBio to transfer certain NantBio employees and associated research and development projects to the company. As of March 31, 2024 and December 31, 2023, we recorded a receivable of $1.3 million in due from related parties , respectively, on the condensed consolidated balance sheets for amounts we paid on behalf of NantBio during the year ended December 31, 2019. 605 Doug St, LLC In September 2016, we entered into a lease agreement with 605 Doug St, LLC, an entity owned by our Executive Chairman and Global Chief Scientific and Medical Officer, for approximately 24,250 rentable square feet in El Segundo, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The lease term was from July 2016 through July 2023. In June 2023, we exercised the option to extend the lease for one additional three-year term through July 2026. The base rent is approximately $72,385 per month, with annual increases of 3% that began in July 2017. We recorded lease expense for this facility of $0.2 million for the three months ended March 31, 2024 and 2023, respectively, in research and development expense , on the condensed consolidated statements of operations. Duley Road, LLC In February 2017, we entered into a lease agreement with Duley Road, a related party that is indirectly controlled by our Executive Chairman and Global Chief Scientific and Medical Officer, for approximately 11,980 rentable square feet of office and cGMP manufacturing facility space in El Segundo, California. The lease term is from February 2017 through October 2024. We have the option to extend the initial term for two consecutive five-year periods through October 2034. The base rent is approximately $40,700 per month, with annual increases of 3%. Effective October 3, 2023, we exercised the first option to extend the lease for one additional five-year term through October 31, 2029. Effective in January 2019, we entered into two lease agreements with Duley Road for a second building located in El Segundo, California. The first lease is for the first floor of the building with approximately 5,650 rentable square feet. The lease has a seven-year term commencing in September 2019. The second lease is for the second floor of the building with approximately 6,488 rentable square feet. The lease has a seven-year term commencing in July 2019. Both floors of the building are used for research and development and office space. We have options to extend the initial terms of both leases for two consecutive five-year periods through 2036. The base rent for the two leases is approximately $35,800 per month, with annual increases of 3%. During the three months ended March 31, 2024 and 2023, we recorded rent expense for these leases totaling $0.2 million, respectively, in research and development expense , on the condensed consolidated statements of operations. As of March 31, 2024 and December 31, 2023, we recorded $0.1 million of lease-related payables to Duley Road, respectively, in due to related parties , on the condensed consolidated balance sheets. 605 Nash, LLC In February 2021 , but effective on January 1, 2021 , we entered into a lease agreement with 605 Nash, a related party, whereby we leased approximately 6,883 rentable square feet (the Initial Premises) i n a two-story mixed-use building containing approximately 64,643 rentable square feet at 605-607 Nash Street in El Segundo, California. This facility is used primarily for pharmaceutical development and manufacturing purposes. The lease term commenced in January 2021 and expires in December 2027 , and includes an option to extend the lease for one three-year term through December 2030 . The base rent is approximately $20,300 per month with an annual increase of 3% on January 1 of each year during the initial term and, if applicable, during the option term. In addition, under the agreement, we are required to pay our share of estimated property taxes and operating expenses. In May 2021, but effective on April 1, 2021, we entered into an amendment to our Initial Premises lease with 605 Nash. The amendment expanded the leased square feet by approximately 57,760 rentable square feet (the Expansion Premises). The lease term of the Expansion Premises commenced in April 2021 and expires in March 2028, whereby the company has one option to extend the initial term for three years. Per the terms of the amendment, the term of the Initial Premises lease was extended for an additional three months and now expires on March 31, 2028. Base rent for the Expansion Premises is approximately $170,400 per month with annual increases of 3% on April 1 of each year. We are responsible for the build out of the facility space and associated costs. During the three months ended March 31, 2024 and 2023, we recorded rent expense for the Initial and Expansion Premises leases totaling $0.5 million, respectively, i n research and development expense, on the condensed consolidated statements of operations. The terms of the initial and amended leases provided for tenant improvement allowances totaling $2.9 million for costs and expenses related to improvements made by us to the Initial and Expansion Premises, which has been received from the landlord in 2023. 420 Nash, LLC On September 27, 2021, we entered into a lease agreement with 420 Nash, LLC, a related party, whereby we leased an approximately 19,125 rentable square foot property located at 420 Nash Street, El Segundo, California, to be used primarily for the warehousing and storage of drug manufacturing supplies, products and equipment and ancillary office space. Under the terms of the lease agreement, the lease term began on October 1, 2021 and expires on September 30, 2026. The base rent is approximately $38,250 per month with an annual increase of 3% on October 1 of each year beginning in 2022 during the initial term. The company is responsible for the payment of real property taxes, repairs and maintenance, improvements, insurance and operating expenses during the term of the lease. The company has options to extend the lease term for two additional consecutive periods of five years each. At the beginning of each option term, the initial monthly base rent will be adjusted to market rent (as defined in the lease agreement) with an annual increase of 3% during the option term. We have included the first option to extend the lease term for five years as part of the initial term of the lease as it is reasonably certain that we will exercise the option, which implies lease expiration in September 2031. During the three months ended March 31, 2024 and 2023, we recorded $0.1 million of rent expense for this lease, respectively, in research and development expense , on the condensed consolidated statements of operations. 23 Alaska, LLC On May 6, 2022, we entered into a lease agreement with 23 Alaska, LLC, a related party, for a 47,265 rentable square foot facility located at 2335 Alaska Ave., El Segundo, California, to be used primarily for pharmaceutical development and manufacturing, research and development, and office space. Under the terms of the agreement, the lease term began on May 1, 2022 and was to expire on April 30, 2027. The base rent was approximately $139,400 per month with an annual increase of 3% on May 1 of each year beginning in 2023 during the initial term. We were also required to pay $7,600 per month for parking during the initial term. The company was responsible for the payment of real property taxes, repairs and maintenance, improvements, insurance, and operating expenses during the term of the lease. Effective August 31, 2023, we executed a lease termination agreement with the lessor under which we received a full refund of the security deposit totaling $0.1 million that we paid upon execution of the lease. During the three months ended March 31, 2023, we recorded $0.4 million of rent expense for this lease in r esearch and development expense |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Warrant Liabilities | Warrant Liabilities December 2022 Warrants On December 12, 2022, in connection with the sale of 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 prior to their expiration on December 12, 2024. As of March 31, 2024 and December 31, 2023, all 9,090,909 underlying warrants were outstanding, with an estimated fair value of $16.5 million and $17.1 million, respectively . During the three months ended March 31, 2024, the decrease in fair value of $0.6 million was recorded in other expense, net , on the condensed consolidated statement of operations. February 2023 Warrants On February 15, 2023, in connection with the sale of shares of our common stock to institutional investors, we entered into a warrant agreement (as amended on July 25, 2023) that allows such investors to purchase up to 14,072,615 shares at an exercise price of $3.2946 per share prior to their expiration on July 24, 2026. As of March 31, 2024 and December 31, 2023, all 14,072,615 underlying warrants were outstanding, with an estimated fair value of $54.0 million and $50.0 million , respectively . During the three months ended March 31, 2024, the increase in fair value of $4.0 million was recorded in other expense, net , on the condensed consolidated statement of operations. July 2023 Warrants On July 20, 2023, in connection with the sale of shares of our common stock to 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 prior to their expiration on July 24, 2026. During the three months ended March 31, 2024, a total of 4,284,648 warrants were exercised for which we received proceeds of $14.1 million. As of March 31, 2024 and December 31, 2023, 10,284,648 warrants and 14,569,296 warrants were outstanding, respectively, with an estimated fair value of $39.5 million and $51.7 million, respectively. During the three months ended March 31, 2024, the decrease in fair value of $1.6 million was recorded in other expense, net , on the condensed consolidated statement of operations. Subsequent to March 31, 2024, institutional holders exercised warrants pursuant to the February and July 2023 Warrant agreements. See Note 16 , Subsequent Events , for more information. |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ Deficit | Stockholders’ Deficit Stock Repurchases During the three months ended March 31, 2024 and 2023, no shares of our common stock were repurchased under the company’s 2015 Share Repurchase Program. As of March 31, 2024, $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. As of March 31, 2024, we had $565.6 million available for use under the shelf. This available shelf is in addition to the ATM 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 three months ended March 31, 2024 and 2023, we issued no shares under the ATM. As of March 31, 2024, we had $208.8 million available for future stock issuances under the ATM. In April 2024, the company filed a shelf registration statement and associated prospectus that increased the amount available under the ATM to $300.8 million. See Note 16 , Subsequent Events, for more information. We are not obligated to sell any shares and may at any time suspend solicitation and offers under the ATM. The ATM may be terminated by us at any time given written notice to the sales agent for any reason or by the sales agent at any time by giving written notice to us for any reason or immediately under certain circumstances and shall automatically terminate upon the issuance and sale of all of the shares. Stock Purchase and Option Agreement On December 29, 2023 and in connection with the RIPA, we entered into an SPOA with Oberland. Under this agreement, Oberland has an option to purchase up to $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 at any time 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. In April 2024, Oberland exercised its option to purchase approximately $5.0 million of our common stock under the SPOA. See Note 16 , Subsequent Events, for more information. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2015 Equity Incentive Plan As of March 31, 2024, approximately 6.4 million shares were available for future grants under the 2015 Plan. Stock-Based Compensation The following table presents stock-based compensation included on the condensed consolidated statements of operations (in thousands): Three Months Ended 2024 2023 (Unaudited) Stock-based compensation expense: Stock options $ 3,470 $ 3,643 RSUs 4,796 7,235 $ 8,266 $ 10,878 Stock-based compensation expense in operating expenses: Research and development $ 3,677 $ 3,634 Selling, general and administrative 4,589 7,244 $ 8,266 $ 10,878 Stock Options The following table summarizes stock option activity and related information for the three months ended March 31, 2024: Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2023 9,820,435 $ 9.46 $ 6,046 6.6 Granted 5,870,877 $ 5.24 Exercised — $ — Forfeited/expired (252,178) $ 5.43 Outstanding at March 31, 2024 15,439,134 $ 7.92 $ 7,825 7.7 Vested and exercisable at March 31, 2024 7,440,298 $ 10.98 $ 4,823 5.7 As of March 31, 2024, the unrecognized compensation cost related to outstanding stock options was $30.6 million, which is expected to be recognized over a remaining weighted-average period of 2.5 years. During the three months ended March 31, 2024 and 2023, cash proceeds received from stock option exercises were zero and $0.1 million, respectively. As of December 31, 2023, a total of 5,867,252 vested and exercisable shares were outstanding. The fair value of stock options issued was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Three Months (Unaudited) Expected term 6.00 years Risk-free interest rate 4.3 % Expected volatility 116.4 % Dividend yield — % Weighted-average grant date fair value $4.53 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 three months ended March 31, 2024: Number of Units Weighted- Average Grant Date Fair Value Nonvested balance at December 31, 2023 7,503,979 $ 12.01 Granted 2,364,758 $ 5.24 Vested (2,969,156) $ 2.77 Forfeited/canceled (271,598) $ 12.28 Nonvested balance at March 31, 2024 6,627,983 $ 13.73 As of March 31, 2024, there was $42.4 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.3 years. During the three months ended March 31, 2024, the total intrinsic value of RSUs vested was $10.2 million. 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 three months ended March 31, 2024 and 2023, we recorded an immaterial amount and $0.1 million of deemed dividends, respectively, in additional paid-in capital, on the condensed consolidated balance sheets, with a corresponding credit to stock-based compensation expense. Related-Party Warrants |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, we have not been required to pay U.S. federal and state income taxes because of current and accumulated NOLs. The company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. No tax benefit was provided for losses incurred in the U.S., Italy, and South Korea because those losses are offset by a full valuation allowance. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events BLA Approval On April 22, 2024, the FDA approved our product, ANKTIVA with BCG for the treatment of adult patients with BCG-unresponsive NMIBC with CIS, with or without papillary tumors. Open Market Sale Agreement In April 2024, we filed a shelf registration statement and associated prospectus that increased the amount available under the ATM to $300.8 million. Stock Purchase Option Exercise Pursuant to the SPOA, in April 2024 Oberland exercised its option to purchase 858,990 shares of our common stock at an exercise price of $5.8208 per share generating proceeds of approximately $5.0 million. Following such exercise, approximately $5.0 million remains available for future exercise under the SPOA. Warrant Exercises Subsequent to March 31, 2024, institutional holders exercised a total of 13,217,843 warrants pursuant to the February and July 2023 Warrant agreements at an exercise price of $3.2946 per share resulting in the issuance of 13,217,843 shares of the company’s common stock for proceeds totaling $43.5 million. As of May 9, 2024, a total of 11,139,420 warrants remain outstanding under the February and July 2023 Warrant agreements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. Certain items in the prior year’s consolidated financial statements have been reclassified to conform to the current presentation. These reclassifications had no effect on the reported results of operations . The unaudited condensed consolidated financial statements do not include all information and notes required by U.S. GAAP for annual reports and therefore should be read in conjunction with our consolidated financial statements and the notes thereto contained in our Annual Report filed with the SEC on March 19, 2024. These interim financials are not necessarily indicative of results expected for the full fiscal year. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed 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 where we have less than 100% of ownership, we record net loss attributable to noncontrolling interests, net of tax, on the condensed 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 impact 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 condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to the valuation of equity-based awards, deferred income taxes and related valuation allowances, preclinical and clinical trial accruals, impairment assessments, 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 condensed 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. |
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 Topic 480, Distinguishing Liabilities from Equity (ASC 480), and ASC Topic 815, Derivatives and Hedging (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 condensed 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 recorded as a non-cash gain or loss in other (expense) income, net , on the condensed 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 Topic 825, Financial Instruments (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 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) income, net, on the condensed consolidated statement of operations, except that changes in estimated fair value caused by changes in the instrument-specific credit risk are included in other comprehensive income (loss) . In accordance with FASB ASC Topic 470-50, Debt – Modifications and Extinguishments (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 condensed consolidated statement of operations. See Note 10 , Related-Party Debt , for more information. |
Debt Modification and Extinguishment, Revenue Interest Liability | 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 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 (as defined in the RIPA) 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 a $100.0 million Second Payment upon satisfaction of certain conditions specified in the RIPA, including the receipt of approval by the FDA of our BLA for ANKTIVA on or before June 30, 2024. 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. |
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. |
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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Adopted In June 2022, the FASB, issued ASU, 2022-03 , Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction and introduces certain disclosure requirements for equity securities subject to such restrictions. We adopted this ASU on January 1, 2024 on a prospective basis with no impact on our condensed consolidated financial statements. In March 2023, the FASB issued ASU 2023-01, Leases-Common Control Arrangements (Topic 842). This ASU provides updated guidance for accounting for leasehold improvements associated with common control leases. We adopted this ASU on January 1, 2024 on a prospective basis with no impact on our condensed consolidated financial statements. 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. Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), and the SEC during the three months ended March 31, 2024 did not, or are not expected to, have a material effect on our condensed consolidated financial statements. |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary 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 March 31, 2024 2023 (Unaudited) Related-party convertible notes 162,471,837 46,726,407 Outstanding third-party warrants 33,448,172 23,163,524 Outstanding stock options 15,439,134 9,159,665 Outstanding RSUs 6,627,983 6,188,292 Outstanding related-party warrants 1,638,000 1,638,000 Total 219,625,126 86,875,888 |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Financial Statement Details [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, (Unaudited) Prepaid research and development costs $ 8,505 $ 7,847 Prepaid services 5,558 5,869 Prepaid software license fees 2,108 2,100 Prepaid insurance 1,846 2,242 Prepaid equipment maintenance 1,163 1,183 ERP system implementation cost 739 1,087 Insurance premium financing asset 596 1,475 Insurance claims receivable — 1,149 Other 2,575 2,651 Prepaid expenses and other current assets $ 23,090 $ 25,603 |
Summary of Property, Plant and Equipment, Net | Property, plant and equipment, net, consist of the following (in thousands): March 31, December 31, (Unaudited) Leasehold improvements $ 72,549 $ 72,552 Equipment 70,642 69,915 Construction in progress 85,169 84,436 Furniture & fixtures 1,879 1,889 Software 1,664 1,666 Gross property, plant and equipment 231,903 230,458 Less: Accumulated depreciation and amortization 88,386 84,376 Property, plant and equipment, net $ 143,517 $ 146,082 |
Summary of Intangible Assets, Net | The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated (in thousands): March 31, 2024 (Unaudited) Weighted- Gross Carrying Accumulated Impairment Net Carrying Definite-lived: Favorable leasehold rights 7.9 $ 20,398 $ (4,334) $ — $ 16,064 Indefinite-lived: IPR&D 508 — — 508 Total intangible assets $ 20,906 $ (4,334) $ — $ 16,572 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 |
Summary of Future Amortization Expense Associated with Finite-Lived Intangible Assets | Future amortization expense associated with our definite-lived intangible assets is as follows (in thousands): Years ending December 31: Definite-lived Intangible Assets (Unaudited) 2024 (excluding the three months ended March 31, 2024) $ 1,530 2025 2,040 2026 2,040 2027 2,040 2028 2,040 2029 2,040 Thereafter 4,334 Total $ 16,064 |
Summary of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following (in thousands): March 31, December 31, (Unaudited) Accrued professional and service fees $ 11,838 $ 9,829 Accrued research and development costs 5,761 7,700 Accrued compensation 5,469 6,241 Accrued preclinical and clinical trial costs 4,194 4,218 Accrued bonus 3,266 11,350 Accrued construction costs 1,032 1,179 Financing obligation – current portion 596 1,475 Other 556 716 Accrued expenses and other liabilities $ 32,712 $ 42,708 |
Summary of Interest and Investment Income, Net | Interest and investment income, net consists of the following (in thousands): Three Months Ended 2024 2023 (Unaudited) Investment accretion income, net $ 2,263 $ 260 Unrealized gains from equity securities 725 135 Interest income 160 284 Net realized losses on investments (49) (6) Interest and investment income, net $ 3,099 $ 673 |
Summary of Interest expense | Interest expense consists of the following (in thousands): Three Months Ended 2024 2023 (Unaudited) Interest expense on related-party notes payable $ 23,909 $ 18,260 Amortization of related-party notes discounts 5,549 11,536 Other interest expense 25 20 Interest expense $ 29,483 $ 29,816 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Available-for-Sale Marketable Debt Securities | As of March 31, 2024, 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): March 31, 2024 (Unaudited) Weighted- Amortized Gross Gross Fair Current: U.S. Treasury securities 0.1 $ 20,836 $ — $ (4) $ 20,832 U.S. Government Agency securities 0.0 14,996 — (9) 14,987 Total $ 35,832 $ — $ (13) $ 35,819 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 |
Summary 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): March 31, 2024 (Unaudited) Less than 12 months More than 12 months Estimated Gross Estimated Gross U.S. Treasury securities $ 20,832 $ (4) $ — $ — U.S. Government Agency securities 14,987 (9) — — Total $ 35,819 $ (13) $ — $ — 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) $ — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2024 (Unaudited) Total Level 1 Level 2 Level 3 Assets at Fair Value: Current: Cash and cash equivalents $ 133,035 $ 133,035 $ — $ — Equity securities 1,641 1,641 — — U.S. Treasury securities 20,832 20,832 — — U.S. Government Agency securities 14,987 — 14,987 — Total assets measured at fair value $ 170,495 $ 155,508 $ 14,987 $ — Liabilities at Fair Value: Current: Contingent consideration $ (20) $ — $ — $ (20) Noncurrent: Stock option purchase liability (946) (1) — — (946) Derivative liabilities (37,930) (2) — — (37,930) Warrant liabilities (109,987) (3) — — (109,987) Total liabilities measured at fair value $ (148,883) $ — $ — $ (148,883) 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) $ — $ — $ (20) Noncurrent: Stock option purchase liability (819) (1) — — (819) Derivative liabilities (35,333) (2) — — (35,333) Warrant liabilities (118,770) (3) — — (118,770) Total liabilities measured at fair value $ (154,942) $ — $ — $ (154,942) _______________ (1) 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 is classified as other liabilities on the condensed consolidated balance sheet at its fair value. The fair value is estimated using probability-weighted scenarios over the likelihood of this option being exercised. As of March 31, 2024, the stock purchase option was outstanding. See Note 9 , Revenue Interest Purchase Agreement , for more information. The change in the carrying amount of the stock option purchase liability is as follows (in thousands): (Unaudited) Beginning fair value, at December 31, 2023 $ 819 Change in fair value 127 Ending fair value, at March 31, 2024 $ 946 (2) 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 $37.1 million and $34.5 million as of March 31, 2024 and December 31, 2023, respectively. 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 March 31, 2024 and December 31, 2023, the discount rate used for valuation of the derivative liability was 13.4% and 12.1%, respectively. See Note 9 , Revenue Interest Purchase Agreement , for more information. The change in the carrying amount of the derivative liabilities is as follows (in thousands): (Unaudited) Beginning fair value, at December 31, 2023 $ 34,500 Change in fair value 2,630 Ending fair value, at March 31, 2024 $ 37,130 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 condensed 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 condensed 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 was estimated at $0.8 million as of March 31, 2024 and December 31, 2023, respectively, and will be remeasured to fair value at each reporting date until the derivative is settled. (3) 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 March 31, 2024, 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: March 31, December 31, (Unaudited) Exercise price per share $6.60 $6.60 Expected term 0.7 years 1.0 years Expected average volatility 121.2 % 119.0 % Expected dividend yield — — Risk-free interest rate 5.0 % 4.7 % February 2023 Warrants In connection with the February 15, 2023 registered direct offering of common stock, the company issued 14,072,615 warrants (February 2023 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of March 31, 2024, 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: March 31, December 31, (Unaudited) Exercise price per share $3.2946 $3.2946 Expected term 2.3 years 2.6 years Expected average volatility 111.8 % 107.3 % Expected dividend yield — — Risk-free interest rate 4.5 % 4.1 % 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. During the three months ended March 31, 2024, a total of 4,284,648 warrants were exercised. As of March 31, 2024, 10,284,648 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: March 31, December 31, (Unaudited) Exercise price per share $3.2946 $3.2946 Expected term 2.3 years 2.6 years Expected average volatility 111.8 % 107.3 % Expected dividend yield — — Risk-free interest rate 4.5 % 4.1 % The change in the carrying amount of the warrant liabilities is as follows (in thousands): Total December 2022 February 2023 July 2023 (Unaudited) Beginning fair value, at December 31, 2023 $ 118,770 $ 17,091 $ 49,958 $ 51,721 Warrant exercises (10,585) — — (10,585) Change in fair value 1,802 (636) 4,081 (1,643) Ending fair value, at March 31, 2024 $ 109,987 $ 16,455 $ 54,039 $ 39,493 |
Lease Arrangements (Tables)
Lease Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to our leases is as follows (in thousands): March 31, December 31, Classification (Unaudited) Assets Operating lease assets Operating lease right-of-use assets $ 35,197 $ 36,543 Finance lease assets Other assets 38 58 Total lease assets $ 35,235 $ 36,601 Liabilities Current: Operating lease liabilities Operating lease liabilities $ 6,082 $ 5,244 Finance lease liabilities Accrued expenses and other liabilities 43 64 Noncurrent: Operating lease liabilities Operating lease liabilities, less current portion 38,199 39,942 Total lease liabilities $ 44,324 $ 45,250 |
Summary of Information Regarding Leases | Information regarding our lease terms is as follows: March 31, December 31, (Unaudited) Weighted-average remaining lease term: Operating leases 6.0 years 6.2 years Finance leases 0.5 years 0.8 years Weighted-average discount rate: Operating leases 10.9 % 10.9 % Finance leases 11.7 % 11.7 % The components of lease expense consist of the following (in thousands): Three Months Ended 2024 2023 (Unaudited) Operating lease costs $ 2,512 $ 2,921 Short-term lease costs 1,062 1,050 Finance lease costs (including right-of-use asset 21 23 Variable lease costs 916 970 Total lease expense $ 4,511 $ 4,964 Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands): Three Months Ended 2024 2023 (Unaudited) Cash paid for operating leases (excluding variable lease costs) $ 2,384 $ 3,179 Financing cash flow from finance leases $ 21 $ 19 Operating cash flow from finance leases $ 1 $ 4 |
Summary of Future Minimum Lease Payments | Future minimum lease payments as of March 31, 2024, 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 (excluding the three months ended March 31, 2024) $ 8,283 $ 44 $ 8,327 2025 10,863 — 10,863 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 60,870 44 60,914 Less: Interest 15,919 1 15,920 Less: Tenant improvement allowance receivable 670 — 670 Present value of lease liabilities $ 44,281 $ 43 $ 44,324 |
Revenue Interest Purchase Agr_2
Revenue Interest Purchase Agreement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Interest Purchase Agreement [Abstract] | |
Summarizes the Revenue Interest Liability Activity | The following table summarizes the revenue interest liability activity during the three months ended March 31, 2024 (in thousands): (Unaudited) Revenue interest liability, at December 31, 2023 $ 155,415 Revenue interest payment (3) Interest expense recognized 8,004 Revenue interest liability, at March 31, 2024 $ 163,416 |
Related-Party Debt (Tables)
Related-Party Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Summary of Related-Party Debt | Our related-party debt is summarized below (in thousands): Balances as of March 31, 2024 (Unaudited) Maturity Interest Principal Less: Total Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note Tranche 1 2025 Term SOFR +8.0% $ 125,000 $ 18,363 $ 106,637 Related-Party Convertible Notes: $505 million December 2023 Promissory Note Tranche 2 2025 Term SOFR +7.5% $ 380,000 $ 29,551 $ 350,449 $30 million March 2023 Promissory Note 2025 Term SOFR +8.0% 30,000 — 30,000 $200 million September 2023 Promissory Note 2026 Term SOFR +8.0% 200,000 — 200,000 Total related-party convertible notes $ 610,000 $ 29,551 $ 580,449 Balances as of December 31, 2023 Maturity Interest Principal Less: Total Related-Party Nonconvertible Note: $505 million December 2023 Promissory Note Tranche 1 2025 Term SOFR +8.0% $ 125,000 $ 20,414 $ 104,586 Related-Party Convertible Notes: $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 2025 Term SOFR + 8.0% 30,000 — 30,000 $200 million September 2023 Promissory Note 2026 Term SOFR + 8.0% 200,000 — 200,000 Total related-party convertible notes $ 610,000 $ 33,049 $ 576,951 |
Schedule of Unobservable Assumptions, Estimated Fair Value of Convertible Note | As of March 31, 2023, the estimated fair value of the convertible note was computed using a discounted cash flow method with the following unobservable assumptions: March 31, (Unaudited) Expected market yield 17.5 % Discount period 0.1 years Discount factor 0.98 |
Summary of Estimated Future Contractual Obligations for Related-Party Debt | The following table summarizes the estimated future contractual obligations for our related-party debt as of March 31, 2024 (in thousands): Principal Payments Interest Payments (1) Convertible Nonconvertible Convertible Nonconvertible Total (Unaudited) 2024 (excluding the three months ended March 31, 2024) $ — $ — $ 59,732 $ 12,524 $ 72,256 2025 410,000 125,000 79,280 16,623 630,903 2026 200,000 — 18,551 — 218,551 Total $ 610,000 $ 125,000 $ 157,563 $ 29,147 $ 921,710 _______________ (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 March 31, 2024 was 13.05%. |
Related-Party Agreements (Table
Related-Party Agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Summary of Outstanding Balances of Related-Party Agreements | Below is a summary of outstanding balances and a description of significant relationships (in thousands): March 31, December 31, (Unaudited) Due from related party–NantBio $ 1,294 $ 1,294 Due from related party–NantWorks 698 541 Due from related party–Brink 77 62 Due from related parties–Various 68 122 Total due from related parties $ 2,137 $ 2,019 Due to related party–NantBio $ 943 $ 943 Due to related party–Duley Road 113 136 Due to related party–the Clinic 40 57 Due to related party–NantWorks — — Total due to related parties $ 1,096 $ 1,136 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expenses Included on Operations Statement | The following table presents stock-based compensation included on the condensed consolidated statements of operations (in thousands): Three Months Ended 2024 2023 (Unaudited) Stock-based compensation expense: Stock options $ 3,470 $ 3,643 RSUs 4,796 7,235 $ 8,266 $ 10,878 Stock-based compensation expense in operating expenses: Research and development $ 3,677 $ 3,634 Selling, general and administrative 4,589 7,244 $ 8,266 $ 10,878 |
Summary of Stock Option Activity and Related Information under Equity Plans | The following table summarizes stock option activity and related information for the three months ended March 31, 2024: Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2023 9,820,435 $ 9.46 $ 6,046 6.6 Granted 5,870,877 $ 5.24 Exercised — $ — Forfeited/expired (252,178) $ 5.43 Outstanding at March 31, 2024 15,439,134 $ 7.92 $ 7,825 7.7 Vested and exercisable at March 31, 2024 7,440,298 $ 10.98 $ 4,823 5.7 |
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: Three Months (Unaudited) Expected term 6.00 years Risk-free interest rate 4.3 % Expected volatility 116.4 % Dividend yield — % Weighted-average grant date fair value $4.53 |
Summary of RSU Activity under Equity Plans | The following table summarizes RSU activity during the three months ended March 31, 2024: Number of Units Weighted- Average Grant Date Fair Value Nonvested balance at December 31, 2023 7,503,979 $ 12.01 Granted 2,364,758 $ 5.24 Vested (2,969,156) $ 2.77 Forfeited/canceled (271,598) $ 12.28 Nonvested balance at March 31, 2024 6,627,983 $ 13.73 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 29, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Line Items] | ||||
Accumulated deficit | $ 3,095,793 | $ 2,961,684 | ||
Net cash used in operating activities | 106,982 | $ 84,310 | ||
Additional revenue interests, second payment | $ 100,000 | |||
Sale of stock, additional purchase option | 10,000 | |||
Revenue Interest Purchase Agreement | ||||
Accounting Policies [Line Items] | ||||
Investment amount | 200,000 | |||
February 2023 Shelf Registration Statement | ||||
Accounting Policies [Line Items] | ||||
Available for future stock issuance | 565,600 | |||
Stock Purchase And Option Agreement | ||||
Accounting Policies [Line Items] | ||||
Sale of stock, additional purchase option | $ 10,000 | |||
ATM Offering Program | ||||
Accounting Policies [Line Items] | ||||
Available for future stock issuance | $ 208,800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 219,625,126 | 86,875,888 |
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 | 46,726,407 |
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) | 33,448,172 | 23,163,524 |
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) | 15,439,134 | 9,159,665 |
Outstanding RSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,627,983 | 6,188,292 |
Outstanding related-party warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,638,000 | 1,638,000 |
Financial Statement Details - P
Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Financial Statement Details [Abstract] | ||
Prepaid research and development costs | $ 8,505 | $ 7,847 |
Prepaid services | 5,558 | 5,869 |
Insurance premium financing asset | 596 | 1,475 |
Prepaid insurance | 1,846 | 2,242 |
Insurance claims receivable | 0 | 1,149 |
Prepaid equipment maintenance | 1,163 | 1,183 |
Prepaid software license fees | 2,108 | 2,100 |
ERP system implementation cost | 739 | 1,087 |
Other | 2,575 | 2,651 |
Prepaid expenses and other current assets | $ 23,090 | $ 25,603 |
Financial Statement Details -_2
Financial Statement Details - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | $ 231,903 | $ 230,458 |
Less: Accumulated depreciation and amortization | 88,386 | 84,376 |
Property, plant and equipment, net | 143,517 | 146,082 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 72,549 | 72,552 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 70,642 | 69,915 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 85,169 | 84,436 |
Furniture & fixtures | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | 1,879 | 1,889 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Gross property, plant and equipment | $ 1,664 | $ 1,666 |
Financial Statement Details - A
Financial Statement Details - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Financial Statement Details [Abstract] | ||
Depreciation expense related to property, plant and equipment | $ 4 | $ 4.2 |
Amortization expense | $ 0.5 | $ 0.5 |
Financial Statement Details - I
Financial Statement Details - Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Total definite-lived intangible assets | ||
Accumulated Amortization | $ (4,334) | $ (3,825) |
Impairment | 0 | (886) |
Net Carrying Amount | 16,064 | |
Indefinite-lived intangible assets | ||
Gross Carrying Amount | 508 | 1,406 |
Impairment | 0 | (886) |
Net Carrying Amount | 508 | 520 |
Gross Carrying Amount | 20,906 | 21,804 |
Net Carrying Amount | 16,572 | $ 17,093 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2024 (excluding the three months ended March 31, 2024) | 1,530 | |
2025 | 2,040 | |
2026 | 2,040 | |
2027 | 2,040 | |
2028 | 2,040 | |
2029 | 2,040 | |
Thereafter | 4,334 | |
Net Carrying Amount | $ 16,064 | |
Favorable Leasehold Rights | ||
Total definite-lived intangible assets | ||
Weighted- Average Life (in years) | 7 years 10 months 24 days | 8 years 1 month 6 days |
Gross Carrying Amount | $ 20,398 | $ 20,398 |
Accumulated Amortization | (4,334) | (3,825) |
Impairment | 0 | 0 |
Net Carrying Amount | 16,064 | 16,573 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Net Carrying Amount | $ 16,064 | $ 16,573 |
Financial Statement Details -_3
Financial Statement Details - Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Financial Statement Details [Line Items] | ||
Accrued professional and service fees | $ 11,838 | $ 9,829 |
Accrued bonus | 3,266 | 11,350 |
Accrued research and development costs | 5,761 | 7,700 |
Accrued compensation | 5,469 | 6,241 |
Accrued preclinical and clinical trial costs | 4,194 | 4,218 |
Accrued construction costs | 1,032 | 1,179 |
Financing obligation – current portion | 596 | 1,475 |
Other | 556 | 716 |
Accrued expenses and other liabilities | $ 32,712 | $ 42,708 |
Financial Statement Details -_4
Financial Statement Details - Interest and Investment Income, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Financial Statement Details [Abstract] | ||
Interest income | $ 160 | $ 284 |
Unrealized gains from equity securities | 725 | 135 |
Investment accretion income, net | 2,263 | 260 |
Net realized losses on investments | (49) | (6) |
Interest and investment income, net | $ 3,099 | $ 673 |
Financial Statement Details -_5
Financial Statement Details - Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Financial Statement Details [Line Items] | ||
Other interest expense | $ 25 | $ 20 |
Interest expense | 29,483 | 29,816 |
Affiliated Entity | ||
Financial Statement Details [Line Items] | ||
Interest expense recognized | 23,909 | 18,260 |
Amortization of debt discount | $ 5,549 | $ 11,536 |
Financial Instruments - Availab
Financial Instruments - Available-for-Sale Marketable Debt Securities (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 35,832 | $ 1,033 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (13) | (49) |
Fair Value | $ 35,819 | 984 |
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 | U.S. Treasury securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Weighted- Average Remaining Contractual Life (in years) | 1 month 6 days | |
Amortized Cost | $ 20,836 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (4) | |
Fair Value | $ 20,832 | |
Current Assets | U.S. Government Agency securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Weighted- Average Remaining Contractual Life (in years) | 0 years | |
Amortized Cost | $ 14,996 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (9) | |
Fair Value | $ 14,987 | |
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 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1) | |
Fair Value | $ 39 | |
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 | |
Amortized Cost | $ 939 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (48) | |
Fair Value | $ 891 |
Financial Instruments - Accumul
Financial Instruments - Accumulated Unrealized Losses on Marketable Debt Securities in Continuous Loss Position (Detail) $ in Thousands | Mar. 31, 2024 USD ($) security | Dec. 31, 2023 USD ($) |
Investments, Debt and Equity Securities [Abstract] | ||
Number of securities in an unrealized loss position | security | 15 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | $ 35,819 | $ 930 |
Less than 12 months, Gross Unrealized Losses | (13) | (49) |
More than 12 months, Estimated Fair Value | 0 | 0 |
More than 12 months, Gross Unrealized Losses | 0 | 0 |
U.S. Treasury securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | 20,832 | |
Less than 12 months, Gross Unrealized Losses | (4) | |
More than 12 months, Estimated Fair Value | 0 | |
More than 12 months, Gross Unrealized Losses | 0 | |
U.S. Government Agency securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | 14,987 | |
Less than 12 months, Gross Unrealized Losses | (9) | |
More than 12 months, Estimated Fair Value | 0 | |
More than 12 months, Gross Unrealized Losses | $ 0 | |
Mutual funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | 39 | |
Less than 12 months, Gross Unrealized Losses | (1) | |
More than 12 months, Estimated Fair Value | 0 | |
More than 12 months, Gross Unrealized Losses | 0 | |
Foreign bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Less than 12 months, Estimated Fair Value | 891 | |
Less than 12 months, Gross Unrealized Losses | (48) | |
More than 12 months, Estimated Fair Value | 0 | |
More than 12 months, Gross Unrealized Losses | $ 0 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |||
Investments in marketable equity securities with readily determinable fair values | $ 1,600 | $ 900 | |
Unrealized gains (losses) from equity securities | $ 725 | $ 135 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | $ 170,495 | $ 267,353 |
Liabilities measured at fair value | (148,883) | (154,942) |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 155,508 | 266,408 |
Liabilities measured at fair value | 0 | 0 |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 14,987 | 945 |
Liabilities measured at fair value | 0 | 0 |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Liabilities measured at fair value | (148,883) | (154,942) |
Current Assets | Equity securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 1,641 | 916 |
Current Assets | Equity securities | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 1,641 | 916 |
Current Assets | Equity securities | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Current Assets | Equity securities | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Current Assets | Foreign bonds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 54 | |
Current Assets | Foreign bonds | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | Foreign bonds | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 54 | |
Current Assets | Foreign bonds | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | Mutual funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 39 | |
Current Assets | Mutual funds | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 39 | |
Current Assets | Mutual funds | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | Mutual funds | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | Cash and cash equivalents | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 133,035 | 265,453 |
Current Assets | Cash and cash equivalents | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 133,035 | 265,453 |
Current Assets | Cash and cash equivalents | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Current Assets | Cash and cash equivalents | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Current Assets | U.S. Treasury securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 20,832 | |
Current Assets | U.S. Treasury securities | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 20,832 | |
Current Assets | U.S. Treasury securities | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | U.S. Treasury securities | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | U.S. Government Agency securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 14,987 | |
Current Assets | U.S. Government Agency securities | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | U.S. Government Agency securities | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 14,987 | |
Current Assets | U.S. Government Agency securities | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | |
Noncurrent Assets | Foreign bonds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 891 | |
Noncurrent Assets | Foreign bonds | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | |
Noncurrent Assets | Foreign bonds | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 891 | |
Noncurrent Assets | Foreign bonds | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Assets measured at fair value | 0 | |
Current Liabilities | Contingent consideration obligations | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | (20) | (20) |
Current Liabilities | Level 1 | Contingent consideration obligations | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Current Liabilities | Level 2 | Contingent consideration obligations | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Current Liabilities | Level 3 | Contingent consideration obligations | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | (20) | (20) |
Noncurrent Liabilities | Stock Option Purchase Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | (946) | (819) |
Noncurrent Liabilities | Derivative Liabilities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | (37,930) | (35,333) |
Noncurrent Liabilities | Outstanding third-party warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | (109,987) | (118,770) |
Noncurrent Liabilities | Level 1 | Stock Option Purchase Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Noncurrent Liabilities | Level 1 | Derivative Liabilities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Noncurrent Liabilities | Level 1 | Outstanding third-party warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Noncurrent Liabilities | Level 2 | Stock Option Purchase Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Noncurrent Liabilities | Level 2 | Derivative Liabilities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Noncurrent Liabilities | Level 2 | Outstanding third-party warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | 0 | 0 |
Noncurrent Liabilities | Level 3 | Stock Option Purchase Liability | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | (946) | (819) |
Noncurrent Liabilities | Level 3 | Derivative Liabilities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | (37,930) | (35,333) |
Noncurrent Liabilities | Level 3 | Outstanding third-party warrants | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Liabilities measured at fair value | $ (109,987) | $ (118,770) |
Fair Value Measurements - Fin_2
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis Narrative (Detail) $ in Millions | Dec. 29, 2023 USD ($) | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Jul. 20, 2023 shares | Feb. 15, 2023 shares | Dec. 12, 2022 shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Sale of stock, additional purchase option | $ | $ 10 | |||||
Embedded derivative | $ | $ 0.8 | $ 0.8 | ||||
Promissory Notes | $505 Million Promissory Note, December 2023 | Affiliated Entity | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Face amount | $ | 505 | |||||
Prepayment and accrued interest upon specified transaction | $ | 50 | |||||
Revenue Interest Purchase Agreement | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Less: Unamortized Discounts | $ | $ 37.1 | $ 34.5 | ||||
Revenue Interest Purchase Agreement | Embedded Derivative Financial Instruments | Discount factor | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Measurement input | $ / shares | 0.134 | 0.121 | ||||
Stock Purchase And Option Agreement | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Sale of stock, additional purchase option | $ | $ 10 | |||||
Registered Direct Offering | December 2022 Warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Number of shares available for purchase (in shares) | 9,090,909 | |||||
Number of warrants outstanding (in shares) | 9,090,909 | 9,090,909 | ||||
Registered Direct Offering | February 2023 Warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Number of shares available for purchase (in shares) | 14,072,615 | |||||
Number of warrants outstanding (in shares) | 14,072,615 | |||||
Registered Direct Offering | July 2023 Warrants | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Number of shares available for purchase (in shares) | 14,569,296 | |||||
Number of warrants exercised (in shares) Exercised | 4,284,648 | |||||
Number of warrants outstanding (in shares) | 10,284,648 | 14,569,296 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Carrying Amount of Contingent Consideration (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Roll Forward] | |
Fair value, beginning of period | $ 118,770 |
Warrant exercises | (10,585) |
Change in fair value | 1,802 |
Fair value, end of period | $ 109,987 |
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 |
December 2022 Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Roll Forward] | |
Fair value, beginning of period | $ 17,091 |
Warrant exercises | 0 |
Change in fair value | (636) |
Fair value, end of period | 16,455 |
February 2023 Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Roll Forward] | |
Fair value, beginning of period | 49,958 |
Warrant exercises | 0 |
Change in fair value | 4,081 |
Fair value, end of period | 54,039 |
July 2023 Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Roll Forward] | |
Fair value, beginning of period | 51,721 |
Warrant exercises | (10,585) |
Change in fair value | (1,643) |
Fair value, end of period | 39,493 |
Revenue Interest Purchase Agreement | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Roll Forward] | |
Fair value, beginning of period | 34,500 |
Change in fair value | 2,630 |
Fair value, end of period | $ 37,130 |
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 |
Stock Purchase And Option Agreement | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Roll Forward] | |
Fair value, beginning of period | $ 819 |
Change in fair value | 127 |
Fair value, end of period | $ 946 |
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 |
Fair Value Measurements - Black
Fair Value Measurements - Black-Scholes Option Pricing Model (Details) | Mar. 31, 2024 $ / shares yr | Dec. 31, 2023 $ / shares yr |
December 2022 Warrants | Exercise price per share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | $ / shares | 6.60 | 6.60 |
December 2022 Warrants | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | yr | 700 | 1,000 |
December 2022 Warrants | Expected average volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.212 | 1.190 |
December 2022 Warrants | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
December 2022 Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.050 | 0.047 |
February 2023 Warrants | Exercise price per share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | $ / shares | 3.2946 | 3.2946 |
February 2023 Warrants | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | yr | 2,300 | 2,600 |
February 2023 Warrants | Expected average volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.118 | 1.073 |
February 2023 Warrants | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
February 2023 Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.045 | 0.041 |
July 2023 Warrants | Exercise price per share | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | $ / shares | 3.2946 | 3.2946 |
July 2023 Warrants | Expected term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | yr | 2,300 | 2,600 |
July 2023 Warrants | Expected average volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1.118 | 1.073 |
July 2023 Warrants | Expected dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
July 2023 Warrants | Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.045 | 0.041 |
Collaboration and License Agr_2
Collaboration and License Agreements and Acquisition - Collaboration Agreements - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2021 | |
Research and Development Arrangements with Federal Government [Line Items] | |||
Loss on equity method investment | $ 0 | $ 2,337,000 | |
Expenses incurred on behalf of the joint venture | (38,934,000) | $ (5,003,000) | |
Amyris Joint Venture | |||
Research and Development Arrangements with Federal Government [Line Items] | |||
Advances to support operations | $ 0 | $ 1,000,000 | |
Percentage of ownership interest | 50% | ||
Loss on equity method investment | $ 2,300,000 | ||
Expenses incurred on behalf of the joint venture | $ (2,300,000) | ||
Amyris Joint Venture | Amyris, Inc. | |||
Research and Development Arrangements with Federal Government [Line Items] | |||
Advances to support operations | $ 1,000,000 |
Collaboration and License Agr_3
Collaboration and License Agreements and Acquisition - License Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Jun. 30, 2023 | Sep. 30, 2021 | May 31, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 30, 2022 | |
Licensing Agreement [Line Items] | |||||||
Research and development expense | $ 53,351,000 | $ 79,264,000 | |||||
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 | ||||||
Research and development expense | 600,000 | 400,000 | |||||
Access to Advanced Health Institute (formerly IDRI) | |||||||
Licensing Agreement [Line Items] | |||||||
Non-refundable upfront cash payments | $ 2,000,000 | ||||||
Milestone payment, aggregate maximum | 2,500,000 | ||||||
Milestone fees | 0 | 0 | |||||
Access to Advanced Health Institute (formerly IDRI) | 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 (formerly IDRI) | License Agreement Terms | 2022 | |||||||
Licensing Agreement [Line Items] | |||||||
Research and development expense | 1,400,000 | $ 800,000 | |||||
License maintenance fees | $ 3,000,000 | ||||||
Access to Advanced Health Institute (formerly IDRI) | License Agreement Terms | 2023 through 2030 | |||||||
Licensing Agreement [Line Items] | |||||||
License maintenance fees | 5,500,000 | ||||||
Access to Advanced Health Institute (formerly IDRI) | Sponsored Research Agreement | Minimum | |||||||
Licensing Agreement [Line Items] | |||||||
Annual payment for support of research activities | $ 2,000,000 | ||||||
AAHI | Sponsored Research Agreement | |||||||
Licensing Agreement [Line Items] | |||||||
Research and development expense | 500,000 | ||||||
License maintenance fees payable | $ 1,700,000 | $ 1,200,000 |
Collaboration and License Agr_4
Collaboration and License Agreements and Acquisition - Acquisition - Additional Information (Detail) | Feb. 14, 2022 USD ($) ft² employee renewal_options | Mar. 31, 2024 USD ($) |
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 | |
Annual lease payment | $ 2 | |
Initial term of lease arrangement | 10 years | |
Number of lease 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 | |
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 |
Commitments and Contingencies -
Commitments and Contingencies - Contingent Consideration Related to Business Combinations - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Apr. 30, 2015 | Mar. 31, 2024 | Dec. 31, 2017 | |
Altor BioScience Corporation | Contingent Value Rights Payable, Sales Milestone | |||
Business Acquisition [Line Items] | |||
Potential contingent value rights to be earned | $ 304 | ||
Minimum net sales milestone for contingent value rights payable | $ 1,000 | ||
Altor BioScience Corporation | Contingent Value Rights Payable, Sales Milestone | Dr. Soon-Shiong and Related Party | |||
Business Acquisition [Line Items] | |||
Potential contingent value rights to be earned | $ 139.8 | ||
Altor BioScience Corporation | Contingent Value Rights Payable, Sales Milestone | Altor Stockholders | |||
Business Acquisition [Line Items] | |||
Potential contingent value rights to be earned | 164.2 | ||
VivaBioCell | |||
Business Acquisition [Line Items] | |||
Ownership percentage acquired | 100% | ||
Business combination, consideration transferred | $ 0.7 | ||
Maximum milestone payment due if certain conditions are met | $ 2.2 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 07, 2023 | Dec. 02, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | Aug. 31, 2023 | Aug. 30, 2023 |
Litigation [Line Items] | ||||||
Noncontrolling interests | $ 1,029 | $ 1,050 | ||||
NANTibody, LLC | ||||||
Litigation [Line Items] | ||||||
Percentage of ownership interest | 100% | 60% | ||||
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% | |||||
Nant Cell Inc | Sorrento Therapeutics, Inc. Litigation | ||||||
Litigation [Line Items] | ||||||
Amount awarded from other party in litigation settlement | $ 159,400 | $ 156,800 | ||||
NANTibody, LLC | ||||||
Litigation [Line Items] | ||||||
Noncontrolling interests | $ 4,200 | |||||
NANTibody, LLC | Sorrento Therapeutics, Inc. Litigation | ||||||
Litigation [Line Items] | ||||||
Amount awarded from other party in litigation settlement | $ 16,700 |
Lease Arrangements - Additional
Lease Arrangements - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2024 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 (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Operating lease assets | $ 35,197 | $ 36,543 |
Finance lease assets | 38 | 58 |
Total lease assets | 35,235 | 36,601 |
Operating lease liabilities | 6,082 | 5,244 |
Finance lease liabilities | 43 | 64 |
Operating lease liabilities | 38,199 | 39,942 |
Total lease liabilities | $ 44,324 | $ 45,250 |
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 |
Lease Arrangements - Summary of
Lease Arrangements - Summary of Information Regarding Leases (Detail) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Weighted average remaining lease term, operating leases | 6 years | 6 years 2 months 12 days |
Weighted average remaining lease term, finance leases | 6 months | 9 months 18 days |
Weighted average discount rate, operating leases | 10.90% | 10.90% |
Weighted average discount rate, finance leases | 11.70% | 11.70% |
Lease Arrangements - Components
Lease Arrangements - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease costs | $ 2,512 | $ 2,921 |
Short-term lease costs | 1,062 | 1,050 |
Finance lease costs (including right-of-use asset amortization and interest expense) | 21 | 23 |
Variable lease costs | 916 | 970 |
Total lease expense | $ 4,511 | $ 4,964 |
Lease Arrangements - Schedule o
Lease Arrangements - Schedule of Cash Paid for Amounts Included in Measurement of Lease Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flow Operating Activities Lessee [Abstract] | ||
Cash paid for operating leases (excluding variable lease costs) | $ 2,384 | $ 3,179 |
Financing cash flow from finance leases | 21 | 19 |
Operating cash flow from finance leases | $ 1 | $ 4 |
Lease Arrangements - Summary _2
Lease Arrangements - Summary of Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating Leases | ||
2024 (excluding the three months ended March 31, 2024) | $ 8,283 | |
2025 | 10,863 | |
2026 | 8,983 | |
2027 | 8,220 | |
2028 | 8,465 | |
Thereafter | 16,056 | |
Total future minimum lease payments | 60,870 | |
Less: Interest | 15,919 | |
Less: Tenant improvement allowance receivable | 670 | |
Present value of lease liabilities | 44,281 | |
Finance Leases | ||
2024 (excluding the three months ended March 31, 2024) | 44 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total future minimum lease payments | 44 | |
Less: Interest | 1 | |
Less: Tenant improvement allowance receivable | 0 | |
Present value of lease liabilities | 43 | |
Total | ||
2024 (excluding the three months ended March 31, 2024) | 8,327 | |
2025 | 10,863 | |
2026 | 8,983 | |
2027 | 8,220 | |
2028 | 8,465 | |
Thereafter | 16,056 | |
Total future minimum lease payments | 60,914 | |
Less: Interest | 15,920 | |
Less: Tenant improvement allowance receivable | 670 | |
Total lease liabilities | $ 44,324 | $ 45,250 |
Revenue Interest Purchase Agr_3
Revenue Interest Purchase Agreement - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Dec. 31, 2023 | Dec. 29, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
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 | $ 163,416 | ||
Interest expense | 29,483 | $ 29,816 | ||
Stock Purchase And Option Agreement | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Sale of stock issued in transaction | $ 10,000 | |||
Sale of stock (in dollars per share) | $ 4.1103 | |||
Sale of stock, additional purchase option | $ 10,000 | |||
Purchase price allocation | 12,000 | |||
Revenue Interest Purchase Agreement | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Investment amount | $ 200,000 | |||
Revenue interest purchase agreement, payment received percentage | 195% | |||
Purchase price allocation | $ 197,100 | |||
Less: Unamortized Discounts | 34,500 | 37,100 | ||
Revenue interest liability (Note 9) | 155,400 | 163,400 | ||
Interest expense | $ 8,000 | |||
Debt issuance costs | $ 7,500 | |||
Revenue Interest Purchase Agreement | Fair Value, Stock Purchase Option, Revenue Interest Purchase Agreement | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Purchase price allocation | $ 800 | |||
Revenue Interest Purchase Agreement | Period One | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Required purchase price, as a percent | 1.200 | |||
Revenue Interest Purchase Agreement | Period Two | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Required purchase price, as a percent | 1.350 | |||
Revenue Interest Purchase Agreement | Period Three | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Required purchase price, as a percent | 1.750 | |||
Revenue Interest Purchase Agreement | Period Four | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Required purchase price, as a percent | 1.950 | |||
Revenue Interest Purchase Agreement | Initial Payment | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue interest purchase agreement, tiered revenue interest rate percentage | 1.50% | |||
Revenue Interest Purchase Agreement | Initial Payment | Minimum | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Payments as a percentage of net sales | 3% | |||
Revenue Interest Purchase Agreement | Initial Payment | Maximum | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Payments as a percentage of net sales | 7% | |||
Revenue Interest Purchase Agreement | Second Payment | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Revenue interest purchase agreement, tiered revenue interest rate percentage | 2.25% | |||
Revenue Interest Purchase Agreement | Second Payment | Minimum | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Payments as a percentage of net sales | 4.50% | |||
Revenue Interest Purchase Agreement | Second Payment | Maximum | ||||
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) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Long-Term Debt [Roll Forward] | |
Revenue interest payment | $ (3) |
Revenue Interest Purchase Agreement | |
Long-Term Debt [Roll Forward] | |
Revenue interest liability, at December 31, 2023 | 155,415 |
Interest expense recognized | 8,004 |
Revenue interest liability, at March 31, 2024 | $ 163,416 |
Related-Party Debt - Summary of
Related-Party Debt - Summary of Related-Party Promissory Notes (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 29, 2023 | Sep. 11, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
$505 Million Promissory Note, December 2023, Tranche 1 | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 8% | ||||
$505 Million Promissory Note, December 2023, Tranche 2 | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 7.50% | 7.50% | |||
$30 Million March 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 8% | ||||
Promissory Notes | $505 Million Promissory Note, December 2023, Tranche 1 | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 125,000,000 | $ 505,000,000 | $ 505,000,000 | ||
Principal Amount | 125,000,000 | 125,000,000 | |||
Less: Unamortized Discounts | 18,363,000 | 20,414,000 | |||
Total | $ 106,637,000 | $ 104,586,000 | |||
Promissory Notes | $505 Million Promissory Note, December 2023, Tranche 1 | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 8% | 8% | |||
Promissory Notes | $505 Million Promissory Note, December 2023, Tranche 2 | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 380,000,000 | ||||
Promissory Notes | $30 Million March 2023 Promissory Note | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 30,000,000 | ||||
Convertible Notes | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Principal Amount | $ 610,000,000 | $ 610,000,000 | |||
Less: Unamortized Discounts | 29,551,000 | 33,049,000 | |||
Total | 580,449,000 | 576,951,000 | |||
Convertible Notes | $505 Million Promissory Note, December 2023, Tranche 2 | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | 505,000,000 | 505,000,000 | |||
Principal Amount | 380,000,000 | 380,000,000 | |||
Less: Unamortized Discounts | 29,551,000 | 33,049,000 | |||
Total | $ 350,449,000 | $ 346,951,000 | |||
Convertible Notes | $505 Million Promissory Note, December 2023, Tranche 2 | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 7.50% | 7.50% | |||
Convertible Notes | $30 Million March 2023 Promissory Note | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | ||
Principal Amount | 30,000,000 | 30,000,000 | |||
Less: Unamortized Discounts | 0 | 0 | |||
Total | $ 30,000,000 | $ 30,000,000 | |||
Convertible Notes | $30 Million March 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 8% | 8% | |||
Convertible Notes | $200 Million September 2023 Promissory Note | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | ||
Principal Amount | 200,000,000 | 200,000,000 | |||
Less: Unamortized Discounts | 0 | 0 | |||
Total | $ 200,000,000 | $ 200,000,000 | |||
Convertible Notes | $200 Million September 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 8% | 8% | 8% |
Related-Party Debt - Narrative
Related-Party Debt - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 29, 2023 | Sep. 11, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
$505 Million Promissory Note, December 2023, Tranche 1 | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 8% | ||||
$505 Million Promissory Note, December 2023, Tranche 2 | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 7.50% | 7.50% | |||
$30 Million March 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 8% | ||||
Promissory Notes | $505 Million Promissory Note, December 2023 | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 505,000,000 | ||||
Prepayment and accrued interest upon specified transaction | $ 50,000,000 | ||||
Promissory Notes | $505 Million Promissory Note, December 2023, Tranche 1 | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | 125,000,000 | 505,000,000 | $ 505,000,000 | ||
Principal Amount | $ 125,000,000 | $ 125,000,000 | |||
Promissory Notes | $505 Million Promissory Note, December 2023, Tranche 1 | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 8% | 8% | |||
Promissory Notes | $505 Million Promissory Note, December 2023, Tranche 2 | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 380,000,000 | ||||
Promissory Notes | $30 Million March 2023 Promissory Note | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 30,000,000 | ||||
Convertible Notes | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Principal Amount | $ 610,000,000 | $ 610,000,000 | |||
Convertible Notes | $505 Million Promissory Note, December 2023, Tranche 2 | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | 505,000,000 | 505,000,000 | |||
Principal Amount | $ 380,000,000 | $ 380,000,000 | |||
Conversion price (in dollars per share) | $ 8.2690 | ||||
Convertible Notes | $505 Million Promissory Note, December 2023, Tranche 2 | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 7.50% | 7.50% | |||
Convertible Notes | $30 Million March 2023 Promissory Note | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | ||
Principal Amount | $ 30,000,000 | $ 30,000,000 | |||
Conversion price (in dollars per share) | $ 2.28 | ||||
Convertible Notes | $30 Million March 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 8% | 8% | |||
Convertible Notes | $200 Million September 2023 Promissory Note | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Face amount | $ 200,000,000 | $ 200,000,000 | $ 200,000,000 | ||
Principal Amount | $ 200,000,000 | $ 200,000,000 | |||
Conversion price (in dollars per share) | $ 1.9350 | ||||
Convertible Notes | $200 Million September 2023 Promissory Note | Affiliated Entity | Secured Overnight Financing Rate (SOFR) | |||||
Related Party Transaction [Line Items] | |||||
Interest rate spread | 8% | 8% | 8% |
Related-Party Debt - Unobservab
Related-Party Debt - Unobservable Assumptions (Details) - Convertible Notes | Mar. 31, 2023 |
Expected market yield | |
Related Party Transaction [Line Items] | |
Measurement input | 0.175 |
Expected term | |
Related Party Transaction [Line Items] | |
Measurement input | 100 |
Discount factor | |
Related Party Transaction [Line Items] | |
Measurement input | 0.98 |
Related-Party Debt - Estimated
Related-Party Debt - Estimated Material Contractual Obligations Related to Related-Party Promissory Notes (Details) - Affiliated Entity - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Nant Capital Three | ||
Related Party Transaction [Line Items] | ||
Weighted-average interest rate | 13.05% | |
Convertible Notes | ||
Related Party Transaction [Line Items] | ||
Total | $ 580,449 | $ 576,951 |
Related Party Notes | ||
Related Party Transaction [Line Items] | ||
2024 (excluding the three months ended March 31, 2024) | 72,256 | |
2025 | 630,903 | |
2026 | 218,551 | |
Total | 921,710 | |
Principal Payments | Convertible Notes | ||
Related Party Transaction [Line Items] | ||
2024 (excluding the three months ended March 31, 2024) | 0 | |
2025 | 410,000 | |
2026 | 200,000 | |
Total | 610,000 | |
Principal Payments | Promissory Notes | ||
Related Party Transaction [Line Items] | ||
2024 (excluding the three months ended March 31, 2024) | 0 | |
2025 | 125,000 | |
2026 | 0 | |
Total | 125,000 | |
Interest Payments | Convertible Notes | ||
Related Party Transaction [Line Items] | ||
2024 (excluding the three months ended March 31, 2024) | 59,732 | |
2025 | 79,280 | |
2026 | 18,551 | |
Total | 157,563 | |
Interest Payments | Promissory Notes | ||
Related Party Transaction [Line Items] | ||
2024 (excluding the three months ended March 31, 2024) | 12,524 | |
2025 | 16,623 | |
2026 | 0 | |
Total | $ 29,147 |
Related-Party Agreements - Summ
Related-Party Agreements - Summary of Outstanding Balances of Related-Party Agreements (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 2,137 | $ 2,019 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 2,137 | 2,019 |
Accounts payable | 1,096 | 1,136 |
Related Party | NantBio | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 1,294 | 1,294 |
Accounts payable | 943 | 943 |
Related Party | NantWorks | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 698 | 541 |
Accounts payable | 0 | 0 |
Related Party | Brink Biologics, Inc. | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 77 | 62 |
Related Party | Various | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 68 | 122 |
Related Party | Duley Road, LLC | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 113 | 136 |
Related Party | Immuno-Oncology Clinic, Inc. | ||
Related Party Transaction [Line Items] | ||
Accounts payable | $ 40 | $ 57 |
Related-Party Agreements - Addi
Related-Party Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | ||||||||||||||
Oct. 03, 2023 renewal_options | May 01, 2022 USD ($) ft² | Jan. 01, 2022 USD ($) | Oct. 01, 2021 USD ($) ft² renewal_options | Apr. 01, 2021 USD ($) ft² renewal_options | Jan. 01, 2021 USD ($) ft² renewal_options | Jun. 30, 2023 USD ($) renewal_options | Jan. 31, 2019 USD ($) ft² renewal_options lease | Aug. 31, 2018 | Feb. 28, 2017 USD ($) ft² renewal_options | Sep. 30, 2016 USD ($) ft² | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Aug. 31, 2023 USD ($) | Dec. 31, 2015 ft² | |
Related Party Transaction [Line Items] | ||||||||||||||||
Selling, general and administrative (including amounts with related parties) | $ 41,885,000 | $ 32,676,000 | ||||||||||||||
Research and development expense | 53,351,000 | 79,264,000 | ||||||||||||||
Related Party | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Accounts payable | 1,096,000 | $ 1,136,000 | ||||||||||||||
NantWorks | Related Party | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Accounts payable | 0 | 0 | ||||||||||||||
Number of square foot of facility leased | ft² | 46,330 | 9,500 | ||||||||||||||
Percentage of annual increases of base rent | 3% | 3% | ||||||||||||||
Base rent - monthly | $ 273,700 | $ 56,120 | ||||||||||||||
Expansion of licensed premises (in square feet) | ft² | 36,830 | |||||||||||||||
NantWorks | Related Party | Research and development expense | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Lease expense | 900,000 | 800,000 | ||||||||||||||
NantWorks | Related Party | Shared Services Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Selling, general and administrative (including amounts with related parties) | 400,000 | 1,000,000 | ||||||||||||||
Accounts receivable | 700,000 | 500,000 | ||||||||||||||
Prepaid expenses | 1,100,000 | 1,000,000 | ||||||||||||||
NantWorks | Related Party | Shared Services Agreement | Reimbursements | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Research and development expense | 600,000 | 400,000 | ||||||||||||||
Immuno-Oncology Clinic, Inc. | Related Party | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Research and development expense | 500,000 | 600,000 | ||||||||||||||
Accounts payable | 0 | 100,000 | ||||||||||||||
NantBio | Related Party | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Accounts payable | 943,000 | 943,000 | ||||||||||||||
NantBio | Related Party | NCSC | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Accounts payable | 900,000 | 900,000 | ||||||||||||||
Initial term of supply agreement | 5 years | |||||||||||||||
Optional extended term of supply agreement | 1 year | |||||||||||||||
Deferred revenue | 100,000 | 100,000 | ||||||||||||||
NantBio | Related Party | NantCancerStemCell | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Revenue recognized | 0 | 0 | ||||||||||||||
NantBio | Related Party | Shared Services Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Accounts receivable | 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 | |||||||||||||||
Percentage of annual increases of base rent | 3% | |||||||||||||||
Base rent - monthly | $ 72,385 | |||||||||||||||
Options to extend number of terms | renewal_options | 1 | |||||||||||||||
Optional extended lease term | 3 years | |||||||||||||||
605 Doug St, LLC | Related Party | Research and development expense | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Lease expense | 200,000 | 200,000 | ||||||||||||||
Duley Road, LLC | Related Party | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of square foot of facility leased | ft² | 11,980 | |||||||||||||||
Percentage of annual increases of base rent | 3% | 3% | ||||||||||||||
Base rent - monthly | $ 35,800 | $ 40,700 | ||||||||||||||
Options to extend number of terms | renewal_options | 1 | 2 | 2 | |||||||||||||
Optional extended lease term | 5 years | 5 years | 5 years | |||||||||||||
Number of leases | lease | 2 | |||||||||||||||
Duley Road, LLC | Related Party | Due to related parties | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Lease expense | 200,000 | 200,000 | ||||||||||||||
Lease-related payables | 100,000 | $ 100,000 | ||||||||||||||
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 | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Total area of real estate property | ft² | 64,643 | |||||||||||||||
605 Nash, LLC | Related Party | Initial Premises | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of square foot of facility leased | ft² | 6,883 | |||||||||||||||
Percentage of annual increases of base rent | 3% | |||||||||||||||
Base rent - monthly | $ 20,300 | |||||||||||||||
Options to extend number of terms | renewal_options | 1 | |||||||||||||||
Optional extended lease term | 3 years | |||||||||||||||
605 Nash, LLC | Related Party | Expansion Premises | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of square foot of facility leased | ft² | 57,760 | |||||||||||||||
Percentage of annual increases of base rent | 3% | |||||||||||||||
Base rent - monthly | $ 170,400 | |||||||||||||||
Options to extend number of terms | renewal_options | 1 | |||||||||||||||
Optional extended lease term | 3 years | |||||||||||||||
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 expense | Initial and Expansion Premises | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Lease expense | 500,000 | 500,000 | ||||||||||||||
420 Nash, LLC | Related Party | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of square foot of facility leased | ft² | 19,125 | |||||||||||||||
Percentage of annual increases of base rent | 3% | |||||||||||||||
Base rent - monthly | $ 38,250 | |||||||||||||||
Options to extend number of terms | renewal_options | 2 | |||||||||||||||
Optional extended lease term | 5 years | |||||||||||||||
420 Nash, LLC | Related Party | Research and development expense | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Lease expense | $ 100,000 | 100,000 | ||||||||||||||
23 Alaska, LLC | Related Party | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of square foot of facility leased | ft² | 47,265 | |||||||||||||||
Percentage of annual increases of base rent | 3% | |||||||||||||||
Base rent - monthly | $ 139,400 | |||||||||||||||
Base monthly rent, parking | $ 7,600 | |||||||||||||||
Security deposits | $ 100,000 | |||||||||||||||
23 Alaska, LLC | Related Party | Research and development expense | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Lease expense | $ 400,000 |
Warrant Liabilities (Detail)
Warrant Liabilities (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Jul. 20, 2023 | Feb. 15, 2023 | Dec. 12, 2022 | |
Class of Warrant or Right [Line Items] | |||||
Estimated fair value of warrants | $ 109,987 | $ 118,770 | |||
Change in fair value | 1,802 | ||||
December 2022 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Exercise price of warrants (in dollars per share) | $ 6.60 | ||||
Estimated fair value of warrants | 16,455 | 17,091 | |||
Change in fair value | (636) | ||||
February 2023 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Estimated fair value of warrants | 54,039 | 49,958 | |||
Change in fair value | 4,081 | ||||
Change in fair value | 4,000 | ||||
July 2023 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Estimated fair value of warrants | 39,493 | $ 51,721 | |||
Change in fair value | $ (1,643) | ||||
Registered Direct Offering | December 2022 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares available for purchase (in shares) | 9,090,909 | ||||
Number of warrants outstanding (in units) | 9,090,909 | 9,090,909 | |||
Registered Direct Offering | February 2023 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares available for purchase (in shares) | 14,072,615 | ||||
Number of warrants outstanding (in units) | 14,072,615 | ||||
Registered Direct Offering | July 2023 Warrants | |||||
Class of Warrant or Right [Line Items] | |||||
Number of shares available for purchase (in shares) | 14,569,296 | ||||
Exercise price of warrants (in dollars per share) | $ 3.2946 | ||||
Number of warrants outstanding (in units) | 10,284,648 | 14,569,296 | |||
Number of warrants exercised (in shares) Exercised | 4,284,648 | ||||
Sale of stock issued in transaction | $ 14,100 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Dec. 29, 2023 | Apr. 30, 2024 | Apr. 30, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Feb. 28, 2023 | |
Class Of Stock [Line Items] | ||||||
Sale of stock, additional purchase option | $ 10,000 | |||||
Exercise of stock options | $ 126 | |||||
ATM Offering Program | ||||||
Class Of Stock [Line Items] | ||||||
Available for future stock issuance | $ 208,800 | |||||
Sale of stock issued in transaction (in shares) | 0 | 0 | ||||
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 | |||||
Available for future stock issuance | $ 565,600 | |||||
Stock Purchase And Option Agreement | ||||||
Class Of Stock [Line Items] | ||||||
Sale of stock, additional purchase option | $ 10,000 | |||||
Stock Purchase And Option Agreement | Subsequent Event | ||||||
Class Of Stock [Line Items] | ||||||
Available for future stock issuance | $ 5,000 | |||||
Exercise of stock options | $ 5,000 | |||||
Stock Purchase And Option Agreement | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Percent of common stock outstanding after option exercise, maximum | 19.90% | |||||
2015 Share Repurchase Plan | ||||||
Class Of Stock [Line Items] | ||||||
Repurchase of common stock, shares (in shares) | 0 | 0 | ||||
Remaining authorized repurchase amount | $ 18,300 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 40 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Proceeds from stock options exercised | $ 0 | $ 126 | ||
Vested and exercisable (in shares) | 7,440,298 | 7,440,298 | 5,867,252 | |
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to unvested stock options | $ 30,600 | $ 30,600 | ||
Weighted-average period for recognition | 2 years 6 months | |||
Proceeds from stock options exercised | $ 0 | 100 | ||
RSUs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average period for recognition | 2 years 3 months 18 days | |||
Unrecognized compensation cost related to non-vested stock options | $ 42,400 | 42,400 | ||
Aggregate intrinsic value, vested | 10,200 | |||
RSUs | Additional Paid-in Capital | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Dividends | $ 0 | $ 100 | ||
RSUs | NantWorks | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Estimated benefit at grant date fair value | $ 4,000 | |||
Warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of warrants outstanding (in units) | 1,638,000 | 1,638,000 | ||
Exercise price of warrants (in dollars per share) | $ 3.24 | $ 3.24 | ||
Fair value of warrants | $ 18,000 | $ 18,000 | ||
2015 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future grants (in shares) | 6,400,000 | 6,400,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Based Compensation Expenses Related to Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 8,266 | $ 10,878 |
Research and development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 3,677 | 3,634 |
Selling, general and administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 4,589 | 7,244 |
Stock options | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 3,470 | 3,643 |
RSUs | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 4,796 | $ 7,235 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Options | ||
Outstanding, beginning balance (in shares) | 9,820,435 | |
Granted (in shares) | 5,870,877 | |
Exercised (in shares) | 0 | |
Forfeited/expired (in shares) | (252,178) | |
Outstanding, ending balance (in shares) | 15,439,134 | 9,820,435 |
Vested and exercisable (in shares) | 7,440,298 | 5,867,252 |
Weighted- Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ 9.46 | |
Granted (in dollars per share) | 5.24 | |
Exercised (in dollars per share) | 0 | |
Forfeited/expired (in dollars per share) | 5.43 | |
Outstanding, ending balance (in dollars per share) | 7.92 | $ 9.46 |
Vested and exercisable (in dollars per share) | $ 10.98 | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ 6,046 | |
Outstanding, ending balance | 7,825 | $ 6,046 |
Vested and exercisable | $ 4,823 | |
Weighted- Average Remaining Contractual Life (in years) | ||
Outstanding | 7 years 8 months 12 days | 6 years 7 months 6 days |
Vested and exercisable | 5 years 8 months 12 days |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-average Assumption Related to Employee Stock Options (Detail) - Stock Options | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term | 6 years |
Risk-free interest rate | 4.30% |
Expected volatility | 116.40% |
Dividend yield | 0% |
Weighted-average grant date fair value (in dollars per share) | $ 4.53 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs Activity (Detail) - Outstanding RSUs | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Units | |
Nonvested, beginning balance (in units) | shares | 7,503,979 |
Granted (in units) | shares | 2,364,758 |
Vested (in units) | shares | (2,969,156) |
Forfeited/canceled (in units) | shares | (271,598) |
Nonvested, ending balance (in units) | shares | 6,627,983 |
Weighted- Average Grant Date Fair Value | |
Nonvested, beginning balance (in dollars per share) | $ / shares | $ 12.01 |
Granted (in dollars per share) | $ / shares | 5.24 |
Vested (in dollars per share) | $ / shares | 2.77 |
Forfeited/canceled (in dollars per share) | $ / shares | 12.28 |
Nonvested, ending balance (in dollars per share) | $ / shares | $ 13.73 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
United States | |
Income Tax [Line Items] | |
Unrecognized tax benefits | $ 0 |
Italy | |
Income Tax [Line Items] | |
Unrecognized tax benefits | 0 |
South Korea | |
Income Tax [Line Items] | |
Unrecognized tax benefits | $ 0 |
Subsequent Events (Detail)
Subsequent Events (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
May 09, 2024 | Apr. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 29, 2023 | |
Subsequent Event [Line Items] | |||||
Exercise of stock options (in shares) | 0 | ||||
Exercise of stock options | $ 126 | ||||
Proceeds from exercise of warrants | $ 24,702 | ||||
Stock Purchase And Option Agreement | |||||
Subsequent Event [Line Items] | |||||
Sale of stock (in dollars per share) | $ 4.1103 | ||||
Subsequent Event | February 2023 and July 2023 Warrant | |||||
Subsequent Event [Line Items] | |||||
Number of warrants exercised (in shares) Exercised | 13,217,843 | ||||
Exercise price of warrants exercised (in dollars per share) | $ 3.2946 | ||||
Exercise of warrants (in shares) | 13,217,843 | ||||
Proceeds from exercise of warrants | $ 43,500 | ||||
Number of warrants outstanding (in units) | 11,139,420 | ||||
Subsequent Event | Stock Purchase And Option Agreement | |||||
Subsequent Event [Line Items] | |||||
Available for future stock issuance | $ 5,000 | ||||
Exercise of stock options (in shares) | 858,990 | ||||
Sale of stock (in dollars per share) | $ 5.8208 | ||||
Exercise of stock options | $ 5,000 | ||||
Subsequent Event | ATM Offering Program | |||||
Subsequent Event [Line Items] | |||||
Available for future stock issuance | $ 300,800 |