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 |