Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jun. 30, 2016 | |
Document Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NK | ||
Entity Registrant Name | NANTKWEST, INC. | ||
Entity Central Index Key | 1,326,110 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 82,296,621 | ||
Entity Public Float | $ 185.4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 8,083 | $ 175,908 |
Due from related parties | 1,089 | 217 |
Prepaid expenses and other current assets | 5,135 | 3,105 |
Marketable securities | 190,838 | 118,310 |
Total current assets | 205,145 | 297,540 |
Marketable securities, noncurrent | 87,571 | 55,135 |
Property, plant and equipment, net | 18,906 | 5,523 |
Intangible assets, net | 5,086 | 7,292 |
Other assets | 788 | 1,359 |
Total assets | 317,496 | 366,849 |
Current liabilities: | ||
Accounts payable | 4,045 | 2,085 |
Accrued expenses | 5,864 | 2,575 |
Due to related parties | 1,753 | 1,352 |
Other current liabilities | 891 | 136 |
Total current liabilities | 12,553 | 6,148 |
Build-to-suit liability, less current portion | 5,651 | 2,468 |
Financing obligation, less current portion | 2,025 | 0 |
Deferred rent | 2,426 | 845 |
Deferred revenue | 187 | 228 |
Deferred tax liability | 996 | 1,165 |
Other liabilities | 240 | 0 |
Total liabilities | 24,078 | 10,854 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity | ||
Common stock | 8 | 8 |
Additional paid-in capital | 680,757 | 606,555 |
Accumulated other comprehensive loss | (284) | (192) |
Accumulated deficit | (387,063) | (250,376) |
Total stockholders’ equity | 293,418 | 355,995 |
Total liabilities and stockholders’ equity | $ 317,496 | $ 366,849 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 100,000,000 | ||
Common stock, shares issued | 81,983,937 | 81,311,686 | 9,531,200 | ||
Common stock, shares outstanding | 81,983,937 | 81,311,686 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenue | $ 44 | $ 236 | $ 641 |
Operating expenses: | |||
Research and development | 29,153 | 11,434 | 1,595 |
Selling, general and administrative | 95,391 | 227,678 | 4,621 |
Total operating expenses | 124,544 | 239,112 | 6,216 |
Loss from operations | (124,500) | (238,876) | (5,575) |
Other income (expense): | |||
Investment income, net | 3,097 | 2,988 | 20 |
Change in fair value of warrant liability | 0 | (1,366) | (158) |
Interest expense | (66) | 0 | (471) |
Other income, net | 88 | 77 | 0 |
Total other income (expense) | 3,119 | 1,699 | (609) |
Loss before income taxes | (121,381) | (237,177) | (6,184) |
Income tax (benefit) expense, net | (572) | (301) | 1 |
Net loss | $ (120,809) | $ (236,876) | $ (6,185) |
Net loss per share: | |||
Basic and diluted | $ (1.47) | $ (3.31) | $ (0.75) |
Weighted average number of shares during the period: | |||
Basic and diluted | 81,979,005 | 71,519,609 | 8,246,028 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (120,809) | $ (236,876) | $ (6,185) |
Other comprehensive loss, net of income taxes: | |||
Net unrealized gain (loss) on available-for-sale securities | 5 | (192) | 0 |
Reclassification of net realized gains on available-for-sale securities included in net loss | (97) | 0 | 0 |
Total other comprehensive loss | (92) | (192) | 0 |
Comprehensive loss | $ (120,901) | $ (237,068) | $ (6,185) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Accredited Investors | Initial Public Offering | Private Placement | Brink Biologics IncSpinout | Series B Convertible Preferred Stock | Series B Convertible Preferred StockAccredited Investors | Series B Convertible Preferred StockInitial Public Offering | Series B Convertible Preferred StockPrivate Placement | Series B Convertible Preferred StockBrink Biologics IncSpinout | Common Class A | Common Class AAccredited Investors | Common Class AInitial Public Offering | Common Class APrivate Placement | Common Class ABrink Biologics IncSpinout | Series C convertible preferred stock | Series C convertible preferred stockAccredited Investors | Series C convertible preferred stockInitial Public Offering | Series C convertible preferred stockPrivate Placement | Series C convertible preferred stockBrink Biologics IncSpinout | Common Class B | Common Class BAccredited Investors | Common Class BInitial Public Offering | Common Class BPrivate Placement | Common Class BBrink Biologics IncSpinout | Common Stock | Common StockAccredited Investors | Common StockInitial Public Offering | Common StockPrivate Placement | Common StockBrink Biologics IncSpinout | Additional Paid-in Capital | Additional Paid-in CapitalAccredited Investors | Additional Paid-in CapitalInitial Public Offering | Additional Paid-in CapitalPrivate Placement | Additional Paid-in CapitalBrink Biologics IncSpinout | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Accredited Investors | Accumulated Other Comprehensive Income (Loss)Initial Public Offering | Accumulated Other Comprehensive Income (Loss)Private Placement | Accumulated Other Comprehensive Income (Loss)Brink Biologics IncSpinout | Accumulated Deficit | Accumulated DeficitAccredited Investors | Accumulated DeficitInitial Public Offering | Accumulated DeficitPrivate Placement | Accumulated DeficitBrink Biologics IncSpinout |
Beginning Balance, Shares at Dec. 31, 2013 | 1,851 | 1,158,382 | 0 | 1,681,099 | 0 | ||||||||||||||||||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2013 | $ (3,755) | $ 0 | $ 1 | $ 0 | $ 1 | $ 0 | $ 3,631 | $ 0 | $ (7,388) | ||||||||||||||||||||||||||||||||||||
Exercise of Class B common stock | 1,185 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 1,185 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Exercise of Class B common stock, Shares | 0 | 0 | 0 | 5,851,152 | 0 | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 562 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 562 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Issuance of convertible preferred stock less issuance costs | 6,701 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 6,701 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Issuance of Series C convertible preferred stock less issuance costs, Shares | 0 | 0 | 5,754,984 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Conversion of debt and payables to Class A common stock | 1,339 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 1,339 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Conversion of debt and payables to Class A common stock, Shares | 0 | 1,522,799 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Issuance of restricted stock | 227 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 227 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Issuance of restricted stock, Shares | 0 | 129,605 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Issuance of stock to placement agent, Shares | 0 | 3,087,324 | 0 | 763,151 | 0 | ||||||||||||||||||||||||||||||||||||||||
Issuance of common stock less issuance costs | 57,337 | $ 0 | $ 3 | $ 0 | $ 0 | $ 0 | 57,334 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock less issuance costs, Shares | 0 | 30,809,800 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Conversion of Preferred B and C convertible preferred stock and Class B common stock | 0 | $ 0 | $ 2 | $ 0 | $ (1) | $ 0 | (1) | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Conversion of Preferred B and C convertible preferred stock and Class B common stock, Shares | (1,851) | 23,553,284 | (5,754,984) | (8,295,402) | |||||||||||||||||||||||||||||||||||||||||
Exercise of stock options | 180 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 180 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Exercise of stock options, Shares | 0 | 833,173 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Net loss | (6,185) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (6,185) | ||||||||||||||||||||||||||||||||||||
Ending Balance, Shares at Dec. 31, 2014 | 0 | 61,094,367 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2014 | 57,591 | $ 0 | $ 6 | $ 0 | $ 0 | $ 0 | 71,158 | 0 | (13,573) | ||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 211,221 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 211,221 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Vesting of restricted stock units | 0 | 0 | 0 | 0 | 485,150 | ||||||||||||||||||||||||||||||||||||||||
Net share settlement for RSU vesting and option exercises | (2,415) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | (2,415) | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Net share settlement for RSU vesting and option exercises, Shares | 0 | 0 | 0 | 0 | (96,612) | ||||||||||||||||||||||||||||||||||||||||
Warrants issued in conjunction with Inex Bio purchase | 5,170 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 5,170 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Exercise of warrants | 7,348 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 7,348 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Exercise of warrants, Shares | 0 | 4,106,492 | 0 | 0 | 570,609 | ||||||||||||||||||||||||||||||||||||||||
Repurchase of common stock | $ (4,798) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | (4,798) | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Repurchase of common stock, Shares | 0 | 0 | (249,952) | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Reclassification of warrant liability due to exercise | $ 1,543 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 1,543 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Conversion to Class A common stock | 0 | $ 0 | $ (7) | $ 0 | $ 0 | $ 7 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Conversion to Class A common stock, Shares | 0 | (65,900,303) | 0 | 0 | 65,900,303 | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note Spinoff Transaction | $ 73 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 73 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock less issuance costs | $ 77,977 | $ 221,475 | $ 17,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1 | $ 0 | $ 77,977 | $ 221,474 | $ 17,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Issuance of common stock less issuance costs, Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 4,063,333 | 9,531,200 | 680,000 | ||||||||||||||||||||||||||||||
Exercise of stock options | 878 | $ 0 | $ 1 | $ 0 | $ 0 | $ 0 | 877 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Exercise of stock options, Shares | 0 | 949,396 | 0 | 0 | 177,703 | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | (192) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (192) | 0 | ||||||||||||||||||||||||||||||||||||
Net loss | (236,876) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (236,876) | ||||||||||||||||||||||||||||||||||||
Ending Balance, Shares at Dec. 31, 2015 | 0 | 0 | 0 | 0 | 81,311,686 | ||||||||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2015 | 355,995 | $ 0 | $ 0 | $ 0 | $ 0 | $ 8 | 606,555 | (192) | (250,376) | ||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 73,852 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 73,852 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Vesting of restricted stock units | 0 | 0 | 0 | 0 | 537,982 | ||||||||||||||||||||||||||||||||||||||||
Net share settlement for RSU vesting and option exercises | (1,106) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | (1,106) | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Net share settlement for RSU vesting and option exercises, Shares | 0 | 0 | 0 | 0 | (154,127) | ||||||||||||||||||||||||||||||||||||||||
Exercise of warrants | 52 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 52 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Exercise of warrants, Shares | 0 | 0 | 0 | 0 | 47,457 | ||||||||||||||||||||||||||||||||||||||||
Change in accounting principle - ASU 2016-09 forfeiture | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 31 | 0 | (31) | ||||||||||||||||||||||||||||||||||||
Repurchase of common stock | $ (15,847) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (15,847) | ||||||||||||||||||||||||||||||||||||
Repurchase of common stock, Shares | (2,157,944) | 0 | 0 | 0 | 0 | (2,157,944) | |||||||||||||||||||||||||||||||||||||||
Exercise of stock options | $ 1,373 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 1,373 | 0 | 0 | ||||||||||||||||||||||||||||||||||||
Exercise of stock options, Shares | 0 | 0 | 0 | 0 | 2,398,883 | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | (92) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (92) | 0 | ||||||||||||||||||||||||||||||||||||
Net loss | (120,809) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (120,809) | ||||||||||||||||||||||||||||||||||||
Ending Balance, Shares at Dec. 31, 2016 | 0 | 0 | 0 | 0 | 81,983,937 | ||||||||||||||||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2016 | $ 293,418 | $ 0 | $ 0 | $ 0 | $ 0 | $ 8 | $ 680,757 | $ (284) | $ (387,063) |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock issuance costs | $ 28,000 | |
Initial Public Offering | ||
Stock issuance costs | $ 16,800,000 | |
Series C convertible preferred stock | ||
Stock issuance costs | $ 800,000 | |
Common Class A | ||
Stock issuance costs | $ 200,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | |||
Net loss | $ (120,809) | $ (236,876) | $ (6,185) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 3,607 | 1,472 | 36 |
Amortization of finance issuance costs | 0 | 0 | 60 |
Stock-based compensation expense | 73,852 | 211,221 | 789 |
Deferred income tax benefit | (575) | (302) | 0 |
Change in value of warrant liability | 0 | 1,366 | 158 |
Amortization of debt discount | 0 | 0 | 377 |
Forgiveness of note receivable from related party | 0 | 0 | 115 |
Bad debt expense | 0 | 0 | 25 |
Non-cash interest items, net | (573) | 72 | 0 |
Loss incurred by Inex Bio | 0 | 56 | 0 |
Loss on disposal of assets | 18 | 0 | 0 |
Amortization of net premiums on marketable securities | 2,182 | 38 | 0 |
Gain on sales of marketable securities | (137) | (2,501) | 0 |
Gain on settlement of note payable | 0 | (133) | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable, prepaid and other current assets | (1,458) | (3,231) | 80 |
Other assets | 153 | (1,194) | (160) |
Accounts payable | 888 | 627 | (347) |
Accrued expenses and other liabilities | 2,127 | 1,991 | (314) |
Due to related parties | 378 | 1,352 | 0 |
Deferred rent and revenue | 1,754 | 737 | (52) |
Net cash used in operating activities | (38,593) | (25,305) | (5,418) |
Investing activities: | |||
Purchases of property, plant and equipment | (6,560) | (2,241) | (235) |
Purchase of Inex Bio Inc., net of cash acquired | 0 | (1,818) | 0 |
Purchases of marketable securities | (272,999) | (198,068) | 0 |
Sales/maturities of marketable securities | 165,887 | 26,903 | 0 |
Net cash used in investing activities | (113,672) | (175,224) | (235) |
Financing activities: | |||
Proceeds from equity offerings, net of issuance costs | 0 | 316,452 | 63,118 |
Repayments of notes payable | 0 | (132) | (53) |
Proceeds from exercise of Class B common stock | 0 | 0 | 1,162 |
Principal payments of financing obligations | (32) | 0 | 0 |
Proceeds from exercise of stock options | 1,373 | 878 | 180 |
Proceeds from exercise of warrants | 52 | 7,348 | 0 |
Repurchase of common stock | (15,847) | (4,798) | 0 |
Net share settlement for RSU vesting and option exercises | (1,106) | (2,415) | 0 |
Net cash (used in) provided by financing activities | (15,560) | 317,333 | 64,407 |
Net increase (decrease) in cash and cash equivalents | (167,825) | 116,804 | 58,754 |
Cash and cash equivalents, beginning of period | 175,908 | 59,104 | 350 |
Cash and cash equivalents, end of period | 8,083 | 175,908 | 59,104 |
Cash paid during the period for: | |||
Interest | 66 | 0 | 52 |
Income taxes | 2 | 1 | 1 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Conversion of debt and payables into common stock | 0 | 0 | 1,339 |
Conversion of debt into Series C preferred stock | 0 | 0 | 1,000 |
Change in par value from $0.001 to $0.0001 | 0 | 0 | 1 |
Conversion of accounts payable against note receivable related party | 0 | 0 | 23 |
Cashless exercise of stock options and warrants | 456 | 1,543 | 0 |
Lease incentive with a related party | 849 | 0 | 0 |
Estimated fair value of buildings under build-to-suit leases | 5,139 | 2,740 | 0 |
Property, plant and equipment purchases included in accounts payable and accrued expenses | 2,753 | 457 | 0 |
Unrealized gain (loss) on marketable securities | (102) | (182) | 0 |
Inex Bio Inc | |||
Supplemental disclosure of non-cash investing and financing activities: | |||
Issuance of warrants in Inex Bio, Inc. acquisition | $ 0 | $ 5,170 | $ 0 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2014$ / shares |
Common stock, par value | $ 0.0001 |
Previously Reported | |
Common stock, par value | $ 0.001 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Organization NantKwest, Inc. (the Company) was incorporated in Illinois on October 7, 2002 under the name ZelleRx Corporation. On January 22, 2010, the Company changed its name to Conkwest, Inc., and on July 10, 2015, the Company changed its name to NantKwest, Inc. In March 2014, the Company redomesticated from the State of Illinois to the State of Delaware and the Illinois Company ceased to exist. The Company is a pioneering clinical-stage immunotherapy biotechnology company headquartered in San Diego, California with certain operations in Culver City and El Segundo, California and Woburn, Massachusetts. The Company is focused on harnessing the power of the innate immune system by using the natural killer cell to treat cancer, infectious diseases and inflammatory diseases. A critical aspect of our strategy is to invest significantly in expanding our aNK platform and the development of our product candidates. The Company holds the exclusive right to commercialize activated natural killer (aNK) cells, a commercially viable natural killer cell-line, and a variety of genetically modified derivatives capable of killing cancer and virally infected cells. The Company owns corresponding U.S. and foreign composition and methods-of-use patents and applications covering the clinical use of aNK cells as a therapeutic to treat a spectrum of clinical conditions. The Company also licensed exclusive commercial rights to a portfolio of CD16 bearing aNK cells along with the corresponding U.S. and foreign composition and methods-of-use patents and applications covering the non-clinical use in laboratory testing of monoclonal antibodies, as well as clinical use as a therapeutic to treat cancers in combination with antibody products. The Company has licensed or sub-licensed its cell lines and intellectual property to numerous pharmaceutical and biotechnology companies for such non-clinical uses. The Company retains exclusive worldwide rights to clinical and research data, intellectual property and know-how developed with the Company’s aNK cells, as well as the only clinical grade master cell bank. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Inex Bio, Inc., and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All intercompany amounts have been eliminated. The Company applies the variable interest model under Accounting Standards Codification (ASC) Topic 810, Consolidation, to any entity in which the Company holds an equity investment or to which the Company has the power to direct the entity's most significant economic activities and the ability to participate in the entity's economics. If the entity is within the scope of the model, and meets the definition of a variable interest entity (VIE), the Company considers whether it must consolidate the VIE or provide additional disclosures regarding the Company's involvement with the VIE. If the Company determines that it is the primary beneficiary of the VIE, the Company will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. Domicile Change In March 2014, the Company entered into a definitive merger and share exchange agreement pursuant to which the Company redomesticated from the State of Illinois to the State of Delaware and the Illinois Company ceased to exist (the Redomestication). In connection with the Redomestication, the holders of Class A and Class B common stock received one share of Class A and Class B common stock of the Delaware Company, respectively, in exchange for fifteen shares of the Illinois Company. The holders of Series B preferred stock received one share of Series B preferred stock of the Delaware Company in exchange for one share of the Illinois Company. The holders of any options, warrants or other securities are subject to adjustment based on the ratio of 1 for 15. All share numbers and per share prices in the accompanying consolidated financial statements have been adjusted to reflect the 1 for 15 exchange. Initial Public Offering In July 2015, the Company completed an initial public offering (IPO) of its common stock. In connection with its IPO, the Company issued and sold 9,531,200 shares of its common stock, at a price to the public of $25 per share. The Company’s shares of common stock began trading on the NASDAQ Global Market on July 28, 2015. As a result of the IPO, the Company received approximately $221.5 million in net proceeds, after deducting underwriting discounts, commissions and offering expenses of $16.8 million. Liquidity As of December 31, 2016, the Company had an accumulated deficit of approximately $387.1 million. The Company also had negative cash flow from operations of approximately $38.6 million during the year ended December 31, 2016. The Company expects that it will likely need additional capital to further fund development of, and seek regulatory approvals for, its product candidates, and begin to commercialize any approved products. The Company is currently focused primarily on the development of immunotherapeutic treatments for cancers and debilitating viral infections using targeted cancer killing cell lines, and believes such activities will result in the Company’s continued incurrence of significant research and development and other expenses related to those programs. If the clinical trials for any of the Company’s product candidates fail or produce unsuccessful results and those product candidates do not gain regulatory approval, or if any of the Company’s product candidates, if approved, fails to achieve market acceptance, the Company may never become profitable. Even if the Company achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. The Company intends to cover its future operating expenses through cash and cash equivalents, marketable securities, and through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. Additional financing may not be available to the Company when needed and, if available, financing may not be obtained on terms favorable to the Company or its stockholders. While the Company expects its existing cash and cash equivalents and marketable securities will enable it to fund operations and capital expenditure requirements for at least the next twelve months, it may not have sufficient funds to reach commercialization. Failure to obtain adequate financing when needed may require the Company to delay, reduce, limit or terminate some or all of its development programs or future commercialization efforts or grant rights to develop and market product candidates that the Company might otherwise prefer to develop and market itself, which could adversely affect the Company’s ability to operate as a going concern. If the Company raises additional funds from the issuance of equity securities, substantial dilution to existing stockholders may result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations, as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. Forward Stock Split On July 10, 2015, the Company effected a 1.8515-for-1 forward stock split of its outstanding common stock. All applicable share data, per share amounts and related information in the consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 1.8515-for-1 forward stock split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of warrants, stock-based compensation, the valuation allowance for deferred tax assets, preclinical and clinical trial accruals, and the valuation of build-to-suit lease assets. The Company bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Risks and Uncertainties Contingencies The Company records accruals for loss contingencies to the extent that the Company concludes it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause a change in the potential amount of the liability recorded or of the range of potential losses disclosed. Cash, Cash Equivalents and Marketable Securities The Company invests its excess funds in investment grade short- to intermediate-term corporate debt securities, commercial paper, government sponsored securities and foreign government bonds and classifies these investments as available-for-sale. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents and all investments purchased with original maturities of greater than three months as marketable securities. Marketable securities with original maturities of 12 months or less are classified as short-term and marketable securities with original maturities greater than 12 months are classified as long-term. All marketable securities are reported at fair value and any unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss), net of tax, in the consolidated statement of stockholders’ equity (deficit), with the exception of unrealized losses believed to be other-than-temporary, which are recorded within other income (expense) in the current period. Realized gains and losses are included in other income (expense) in the consolidated statements of operations. Realized gains and losses from the sale of the securities and the amounts, net of tax, reclassified out of accumulated other comprehensive income, if any, are determined on a specific identification basis. The Company periodically evaluates whether declines in fair values of its investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value and the Company’s strategy and intentions for holding the investment. There were no other than temporary impairments recorded in 2016 or 2015. The Company had no investments in 2014. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institutions. While the Company maintains cash deposits in FDIC insured financial institutions in excess of federally insured limits, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on such accounts. The Company has funded a certificate of deposit (CD) as a substitute letter of credit for one of the leased properties. This CD is reported as long-term restricted cash and is included in other assets on the consolidated balance sheet as the landlord is the beneficiary of the account and the Company is not able to access the funds during the term of the lease. Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to net loss during the financial period in which they are incurred. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or the life of the asset On disposal or impairment of property and equipment, the cost and related accumulated depreciation is removed from the consolidated financial statements and the net amount, less any proceeds, is included in other income / (loss) in the consolidated statement of operations. The Company is deemed to be the owner, for accounting purposes, during the construction phase of certain long-lived assets under build-to-suit lease arrangements because of its involvement with the construction, its exposure to any potential cost overruns and its other commitments under the arrangements. In these cases, the Company recognizes a build-to-suit lease asset under construction and a corresponding build-to-suit lease liability on the consolidated balance sheets. Upon completion of construction, the Company evaluates the de-recognition of the asset and liability under the provisions of ASC 840-40 Leases – Sales-Leaseback Transactions Intangible Assets Intangible assets consist of the cost of reacquiring a technology license in the asset purchase of Inex Bio. The Company calculates amortization expense for acquired technology licenses using the straight-line method over the estimated useful lives, which is 4 years. Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expenses in the consolidated statements of operations. Impairments The Company’s long-lived assets include property, plant and equipment and intangible assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the asset using a discount rate determined by management to be commensurate with the risk inherent to the Company’s current business model. There were no impairment losses recognized during the years ended December 31, 2016, 2015 and 2014. Transactions with Related Parties As outlined in Note 8, the Company has various agreements with different related parties. Some are billed and settled in cash monthly. Others are billed quarterly and settled in cash the following month. Monthly accruals are made for all quarterly billing arrangements. Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses 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 the Company 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, valuation of these products does not entail a significant degree of judgment. The Company’s Level 1 assets consist of bank deposits and money market funds. • Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. The Company’s 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. The Company’s Level 3 liability includes a warrant derivative liability. During the years ended December 31, 2016 and 2015, no transfers were made into or The Company utilizes a third-party pricing service to assist in obtaining fair value pricing for investments. Inputs are documented in accordance with the fair value disclosure hierarchy. Preclinical and As part of the process of preparing the financial statements, the Company is required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company estimates clinical trial and research agreement related expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on the Company’s behalf. In accruing clinical and research related fees, the Company estimates the time period over which services will be performed and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Payments made to third parties under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered. Lease Obligations The Company categorizes leases at their inception as either operating or capital leases. On certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays that defer the commencement date of required payments. Additionally, incentives the Company receives for leases categorized as operating leases are treated as a reduction of cost over the term of the agreement. The Company establishes assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent the Company is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If the Company continues to be the deemed owner, the facilities are accounted for as financing leases. Stock Repurchases In November 2015, the board of directors approved a share repurchase program (2015 Share Repurchase Program) allowing the CEO or CFO, on behalf of the Company, to repurchase from time to time, in the open market or in privately negotiated transactions, up to $50.0 million of the Company’s outstanding shares of common stock, exclusive of any commissions, markups or expenses. The timing and amounts of any purchases will be based on market conditions and other factors, including price, regulatory requirements and other corporate considerations. The 2015 Share Repurchase Program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. The Company expects to finance the purchases with existing cash balances. As it is the intent for the repurchased shares to be retired, the Company has elected to account for the shares repurchased under the constructive retirement method. For shares repurchased in excess of par, the Company will allocate the excess value to accumulated deficit. Revenue Recognition and Deferred Revenue The Company derives substantially all of its revenue from non-exclusive license agreements with numerous pharmaceutical and biotechnology companies granting them the right to use the Company’s cell lines and intellectual property for non-clinical use. These license agreements generally include nonrefundable upfront fees and annual research license fees for such use, as well as commercial fees for sales of the licensees’ products developed or manufactured using the Company’s intellectual property and cell lines. The Company’s license agreements also may include milestone payments, although to date, the Company has not generated any revenue from milestone payments. The Company recognizes revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees are fixed or determinable; and (iv) collectability is reasonably assured. When entering into an arrangement, the Company first determines whether the arrangement includes multiple deliverables and is subject to accounting guidance in Accounting Standards Codification (ASC) Subtopic 605-25, Multiple-Element Arrangements An element qualifies as a separate unit of accounting when the delivered element has standalone value to the customer. The Company’s agreements do not include a general right of return relative to delivered elements. Any delivered elements that do not qualify as separate units of accounting are combined with other undelivered elements within the arrangement as a single unit of accounting. If the arrangement constitutes a single combined unit of accounting, the Company determines the revenue recognition method for the combined unit of accounting and recognizes the revenue over the period from inception through the date the last deliverable within the single unit of accounting is delivered. License rights and non-contingent deliverables, such as knowledge transfer, do not have standalone value as they are not sold separately and they cannot be resold and, consequently are considered a single unit of accounting. Therefore, license revenue in the form of upfront payments is deferred and recognized over the applicable period of the Company’s substantive performance obligations or the period the rights granted are in effect. The Company recognizes a milestone payment when earned if it is substantive and the Company has no ongoing performance obligations related to the milestone. A milestone payment is considered substantive if it 1) is commensurate with either the Company’s performance to achieve the milestone or the enhanced value of the delivered item as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; 2) relates solely to past performance; and 3) is reasonable relative to all of the deliverables and payment terms, including other potential milestone consideration within the arrangement. The Company records any amounts received prior to satisfying the revenue recognition criteria as deferred revenue in the accompanying consolidated balance sheets. Research and Development Costs Major components of research and development costs include cash compensation, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Costs incurred in research and development are expensed as incurred. Stock-Based Compensation The Company accounts for stock-based compensation expense related to stock options granted to employees and members of its board of directors by estimating the fair value of each stock option on the date of grant using the Black-Scholes options-pricing model. For awards subject to service-based vesting conditions, stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of restricted stock units is determined by the closing market price of the Company’s common stock on the date of grant and is also recognized over the vesting period using the straight-line method. For performance-based awards to employees (i) the fair value of the award is determined on the grant date, (ii) the Company assesses the probability of the individual milestones under the award being achieved, and (iii) the fair value of the shares subject to the milestone is expensed over the service period commencing once management believes the performance criteria is probable of being met. The Company also accounts for equity instruments issued to non-employees using a fair value approach under ASC Subtopic 505-50, Equity-Based Payments to Non-Employees In the second quarter of 2016, the Company implemented Financial Accounting Standards Board (FASB) Accounting Standard Update (ASU) 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized. The Company recognizes uncertain tax positions when the positions will be more likely than not upheld on examination by the taxing authorities based solely upon the technical merits of the positions. The Company recognizes interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. The Company did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2016 and 2015. The Company is subject to U.S. federal income tax, as well as income tax in California and other states. The federal returns for tax years 2013 through 2016 remain open to examination; the California returns remain subject to examination for tax years 2012 through 2016. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authority. All other state jurisdictions remain open to examination. No income tax returns are currently under examination by taxing authorities. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is composed of net loss and other comprehensive loss. The Company's other comprehensive loss consists of unrealized gains and losses on marketable securities classified as available-for-sale. Basic and Diluted Net Loss per Share of Common Stock Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2016 2015 2014 Outstanding options 6,307,384 8,777,893 5,138,410 Outstanding restricted stock units 814,456 1,129,638 — Outstanding warrants 17,768,314 17,819,616 1,850,937 Total 24,890,154 27,727,147 6,989,347 Amounts in the table above reflect the common stock equivalents of the noted instruments. Segment and Geographic Information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (CODM) is its Chief Executive Officer (CEO). The Company views its operations and manages its business as a single operating and reporting segment. All assets of the Company were held in the United States as of December 31, 2016 and 2015. Although all operations are based in the United States, the Company generated a portion of its revenue in prior years from customers outside of the United States. Information about the Company’s revenue from the different geographic regions for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ 44 $ 191 $ 371 Europe — 21 220 Other non-U.S. — 24 50 Total $ 44 $ 236 $ 641 Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Not Yet Adopted In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. Adoption of ASU 2016-18 is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Adoption of ASU 2016-13 is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Adoption of ASU 2016-01 is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures. In May 2014, the FASB issued guidance codified in ASC Topic 606, ASU 2014-09, Revenue Recognition—Revenue from Contracts with Customers Revenue Recognition doption of ASU 2014-09 is not expected to have a significant impact, the Company is currently evaluating the impact of the adoption on the Company’s consolidated financial statements and disclosures. |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2016 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | 3. Financial Statement Details Prepaid expenses and other current assets As of December 31, 2016 and 2015, prepaid expenses and other current assets were made up of (in thousands): As of December 31, 2016 2015 Interest receivable - marketable securities $ 1,484 $ 911 Prepaid services 1,191 631 Prepaid insurance 531 466 Equipment deposits 482 — Prepaid license fees 462 101 Prepaid rent 360 — Prepaid legal fees 350 350 Tax refund receivable 95 646 Other 180 — $ 5,135 $ 3,105 Property, plant and equipment, net As of December 31, 2016 and 2015, property, plant and equipment was made up of (in thousands): As of December 31, 2016 2015 Construction in progress $ 6,939 $ 5,136 Equipment 5,458 241 Building under build-to-suit lease 4,348 — Leasehold improvements 2,367 182 Software 769 6 Furniture & fixtures 203 125 20,084 5,690 Accumulated depreciation (1,178 ) (167 ) $ 18,906 $ 5,523 Depreciation expense related to property, plant and equipment was $1.0 million, $0.1 million and $36,000 for the years ended December 31, 2016, 2015 and 2014, respectively. Building value of $4.3 million under a build-to-suit lease represents the estimated fair market value of the building in Culver City, California, for which the Company is the “deemed owner” for accounting purposes only and related non-normal tenant improvements. See Note 7 section Financing Lease Obligation Construction in progress as of December 31, 2016 includes the estimated fair value of $ 5.1 million for the Company’s build-to-suit lease related to its facility in El Segundo, California, for which the Company is the “deemed owner” for accounting purposes only. See Note 7 section Build-to-suit Lease Intangible assets, net As of December 31, 2016 and 2015, intangible assets were made up of (in thousands): As of December 31, 2016 2015 Technology license $ 9,042 $ 8,636 Less accumulated amortization (3,956 ) (1,344 ) $ 5,086 $ 7,292 Intangible valuation and related accumulated amortization were adjusted to correct a net immaterial amount related to the deferred tax liability recorded at acquisition. The deferred tax liability recorded is decreased proportionately as the underlying intangible asset is being amortized. Amortization expense was $2.6 million, $1.3 million and $0 for the years ended December 31, 2016, 2015 and 2014, respectively. Amortization for the Company’s technology license is included in research and development expense on the consolidated statement of operations. Future estimated amortization expense related to the Company’s technology license for the next five years and thereafter is as follows (in thousands): Years ending December 31: 2017 $ 2,260 2018 2,260 2019 566 2020 — 2021 — Thereafter — $ 5,086 The remaining amortization period for the technology license is 2.25 years. Other assets As of December 31, 2016 and 2015, other assets were made up of (in thousands): As of December 31, 2016 2015 Equipment not placed in service $ 362 $ 624 Restricted cash 179 — Security deposit 137 344 Software license and implementation costs 110 391 $ 788 $ 1,359 Accrued expenses As of December 31, 2016 and 2015, accrued expenses were made up of (in thousands): As of December 31, 2016 2015 Accrued bonus $ 1,732 $ 1,359 Accrued construction costs 1,243 132 Accrued professional and service fees 1,008 367 Accrued compensation 898 348 Accrued preclinical and clinical trial costs 662 — Accrued software license fees 121 — Accrued franchise and property taxes 62 225 Other 138 144 $ 5,864 $ 2,575 Other current liabilities As of December 31, 2016 and 2015, other current liabilities were made up of (in thousands): As of December 31, 2016 2015 Build-to-suit lease liability - current portion $ 281 $ 131 Financing obligation - current portion 253 — Deferred rent - current portion 197 5 Other 160 — $ 891 $ 136 Investment income, net Net investment income includes interest income from all bank accounts as well as marketable securities, dividend income, net realized gains or losses on sales of investments and the amortization of the premiums and discounts of the investments and is as follows for the years ended December 31, 2016, 2015 and 2014 (in thousands). Year Ended December 31, 2016 2015 2014 Interest income $ 5,168 $ 312 $ 20 Investment amortization accretion expense, net (2,182 ) (38 ) — Dividend income — 213 — Net realized gains on investments 111 2,501 — $ 3,097 $ 2,988 $ 20 The interest income includes interest from our bank deposits. No impairment losses were recognized on our investments during the years ended December 31, 2016, 2015 and 2014. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 12 Months Ended |
Dec. 31, 2016 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Cash Equivalents and Marketable Securities | 4. Cash Equivalents and Marketable Securities As of December 31, 2016, all of the Company’s marketable securities are classified as available-for-sale and are scheduled to mature within 4.7 years. At December 31, 2016 and 2015, the Company’s cash equivalents and marketable securities are detailed below (in thousands). There were no investments at December 31, 2014. December 31, 2016 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Government sponsored securities $ 22,252 $ 21 $ (1 ) $ 22,272 Corporate debt securities 165,605 40 (76 ) 165,569 Foreign government bonds 5,004 — (2 ) 5,002 Subtotal current 192,861 61 (79 ) 192,843 Noncurrent: Government sponsored securities 17,018 2 (38 ) 16,982 Corporate debt securities 69,414 71 (290 ) 69,195 Foreign government bonds 1,405 — (11 ) 1,394 Subtotal noncurrent 87,837 73 (339 ) 87,571 Total $ 280,698 $ 134 $ (418 ) $ 280,414 Included in corporate debt securities is $2.0 million of cash equivalents at December 31, 2016. December 31, 2015 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Commercial paper $ 29,899 $ 13 $ — $ 29,912 Corporate debt securities 99,600 2 (109 ) 99,493 Foreign government bonds 6,951 — (7 ) 6,944 Subtotal current 136,450 15 (116 ) 136,349 Noncurrent: Corporate debt securities 51,215 1 (85 ) 51,131 Foreign government bonds 4,011 — (7 ) 4,004 Subtotal noncurrent 55,226 1 (92 ) 55,135 Total $ 191,676 $ 16 $ (208 ) $ 191,484 Included in commercial paper and corporate debt securities are $5.0 million and $13.0 million, respectively, of cash equivalents at December 31, 2015. Available-for-sale investments that had been in an unrealized loss position for less than 12 months and for more than 12 months at December 31, 2016 and 2015 are as follows (in thousands): December 31, 2016 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Government sponsored securities $ 17,204 $ (39 ) $ — $ — Corporate debt securities 150,320 (366 ) — — Foreign government bonds 6,396 (13 ) — — Total $ 173,920 $ (418 ) $ — $ — December 31, 2015 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 141,320 $ (194 ) $ — $ — Foreign government bonds 10,947 (14 ) — — Total $ 152,267 $ (208 ) $ — $ — At December 31, 2016, 80 of the securities and bonds are in an unrealized loss position. All securities have been in an unrealized loss position for less than 12 months. The Company evaluated its securities for other-than-temporary impairment and concluded that the decline in value was primarily caused by current economic and market conditions. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. Therefore, the Company did not recognize any other-than-temporary impairment loss during the years ended December 31, 2016 and 2015. The Company recorded realized gains and losses on sales or maturities of available-for-sale securities as follows (in thousands): Gross Realized Gains Gross Realized Losses Net Realized Gains 2016 $ 190 $ (79 ) $ 111 2015 2,501 — 2,501 2014 — — — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. Financial assets and liabilities measured at fair value on a recurring basis are summarized below at December 31, 2016 and 2015 (in thousands): December 31, 2016 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents* $ 2,005 $ — $ 2,005 $ — Government sponsored securities 22,272 — 22,272 — Corporate debt securities 163,564 — 163,564 — Foreign government bonds 5,002 — 5,002 — Noncurrent: Government sponsored securities 16,982 — 16,982 — Corporate debt securities 69,195 — 69,195 — Foreign government bonds 1,394 — 1,394 — Total assets measured at fair value $ 280,414 $ — $ 280,414 $ — * This amount excludes $6.1 million in depository institutions that are classified as Level 1 assets. December 31, 2015 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents* $ 18,039 $ — $ 18,039 $ — Commercial paper 24,917 — 24,917 — Corporate debt securities 86,450 — 86,450 — Foreign government bonds 6,943 — 6,943 — Noncurrent: Corporate debt securities 51,131 — 51,131 — Foreign government bonds 4,004 — 4,004 — Total assets measured at fair value $ 191,484 $ — $ 191,484 $ — * This amount excludes $157.9 million in depository institutions that are classified as Level 1 assets. Activity for the financial instrument using significant unobservable inputs (Level 3) measured at fair value is presented in the table below (in thousands): Warrant Derivative Liability Balance December 31, 2013 $ 19 Adjustment to estimated fair value 158 Balance at December 31, 2014 177 Adjustment to estimated fair value 1,366 Warrant exercised (1,543 ) Balance at December 31, 2015 $ — |
Collaboration and License Agree
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration and License Agreements | 6. Collaboration and License Agreements Collaborative Arrangement A collaborative arrangement is a contractual arrangement that involves a joint operating activity. These arrangements involve two or more parties who are (i) active participants in the activity, and (ii) exposed to significant risks and rewards dependent on the commercial success of the activity. Exclusive Co-Development Agreement —In August 2016, the Company entered into an exclusive Co-Development Agreement (the Co-Development Agreement) with Altor Bio Science Corporation (Altor), a related party (Note 8). Under the Co-Development Agreement, the Company and Altor agreed to exclusively collaborate on the development of therapeutic applications combining the Company’s proprietary natural killer cells with Altor's ALT-801 and/or ALT-803 products with respect to certain technologies and intellectual property rights as may be agreed between the parties for the purpose of jointly developing therapeutic applications of certain effector cell lines. The Company will be the lead developer for each product developed by the parties pursuant to the Co-Development Agreement unless otherwise agreed to under a given project plan. Under the terms of the Co-Development Agreement, both parties grant a co-exclusive, royalty free, fully paid-up, worldwide license, with the right to sublicense (only to a third-party contractor assisting with research and development activities under this Co-Development Agreement and subject to prior consent, not to be unreasonably withheld), under the intellectual property (IP), including the parties interest in the joint IP, solely to conduct any development activities agreed to by the steering committee as set forth in any development plan. Unless otherwise mutually agreed by the parties in the development plan for a project, the Company shall be responsible for all costs and expenses incurred by either party related to conducting clinical trials and other activities under each development program, including costs associated with patient enrollment, materials and supplies, third-party staffing and regulatory filings. Altor and the Company each will own an undivided interest in and to all rights, title and interest in and to the joint product rights. The Co-Development Agreement expires upon the fifth anniversary of the effective date. There was no joint research activity under the Co-Development Agreement during year ended December 31, 2016. Joint Development and License Agreement —In December 2014, the Company entered into a Joint Development and License Agreement (the Joint Development and License Agreement) with Sorrento Therapeutics, Inc. (Sorrento). Under the Joint Development and License Agreement, the Company and Sorrento agreed to exclusively collaborate on research, development and commercialization with respect to certain technologies and intellectual property rights as may be agreed between the parties for the purpose of jointly developing therapeutic applications of certain effector cell lines. To fund the Company’s joint research and development efforts, Sorrento agreed to make research credit payments to the Company of up to $2.0 million in 2015 and 2016, reduced by certain expenses for which the Company is responsible under the agreements. The research credit payments, due in December of each year, will be paid in the form of full-time employee expense credits by Sorrento to work on behalf of the Company and for the Company’s portion of any development costs and a laboratory credit towards maintaining a laboratory on Sorrento’s premises. For each cell line or product to be developed by the parties pursuant to the Joint Development and License Agreement, one party (the Primary Party), as mutually agreed upon by a designated steering committee comprised of three representatives from each party when a statement of work is agreed to by the parties, will have the right and authority to initiate and control the development, testing, regulatory approval or commercialization of such cell line or joint product, including the right to license and sublicense all applicable intellectual property rights (including joint product rights) with respect thereto. The Primary Party will also bear all costs associated with the development of the applicable cell line or product unless the other party shares in such costs. The ratio of such split between the parties is conditioned on the stage of development of the cell line or product and each party’s contribution towards development costs. Sorrento and the Company each will own an undivided interest in and to all rights, title and interest in and to the joint product rights. The Joint Development and License Agreement expires upon the later of three years or completion of the series of collaborative research and development efforts. In connection with the Joint Development and License Agreement, Sorrento entered into a subscription and investment agreement with the Company under which the Company sold to Sorrento 4,557,537 shares of the Company’s Class A common stock for gross proceeds of $8.0 million. Subsequently, Sorrento purchased 1,060,789 shares of the Company’s Class A common stock for an additional $2.0 million in gross proceeds. There was no joint research activity under the Joint Development and License Agreement during the years ended December 31, 2016, 2015 and 2014 and as a result, no payment was received during the years ended December 31, 2016 and 2015. As of the date hereof, the Company and Sorrento have not yet agreed upon any projects under the Joint Development and License Agreement; therefore, Sorrento has no rights to use the Company’s NK cells or other technologies or intellectual property rights or to begin related research, development or commercialization activities and the Company is free to pursue, and is actively pursuing, research, development and commercialization activities with antibodies that may bind to various targets, including PDL1, ROR-1, CD33 and CD123. Royalties and In-licensing Agreements Founder License Agreement —In 2003, the Company entered into a licensing agreement with a founding shareholder of the Company for the exclusive license to the NK-92 cell line and related know-how for payment of certain royalties related to the sales of licensed products (the Founder License Agreement). In 2009 and 2010, the Founder License Agreement was amended for the sale and assignment of the licensed patents to the Company. As consideration for the sale and assignment of the licensed patents and technical information to the Company, the founding shareholder was to receive a one-time cash payment of $0.1 million, which was converted to a non-interest bearing note (the Founder Note) (Note 13). In addition, the Company is obligated to (i) pay low single digit percentage royalties of net sales of licensed products for therapeutic and diagnostic use; (ii) issue additional shares of common stock of the Company in conjunction with the closing of a financing of at least $1.0 million after the 2013 Securities Purchase Agreement to ensure the founder retains no less than a 7% ownership interest of the total outstanding common shares of the Company on a fully diluted basis; (iii) pay the British Columbia Cancer Agency a low single digit percentage royalty on net sales on aNK cell-based products, a responsibility assumed by the Company for the founding shareholder; and (iv) issue a warrant (Founder Warrant) to purchase up to 123,433 additional shares of Class A common stock at a purchase price of $2.44 per share with a 10 year exercise term subject to the completion of five milestones pertaining to granting of a patent, completion of clinical trials and issuance of a commercial biologic license. In 2013, the first milestone, a claim granted for a certain patent application in the United States, was achieved and as a result 37,030 shares underlying the Founder Warrant became exercisable. In March 2014, the Founder License Agreement was amended to (i) provide for payment to the founder of low single digit percentage royalties on net sales of licensed products for therapeutic and diagnostic use and mid-single digit percentage royalties from sublicenses for net sales of licensed products; (ii) exchange warrants held by the founder to purchase up to 156,109 shares of Class A common stock for a fully-vested incentive stock option to purchase up to 740,600 shares of Class A common stock at fair market value on the date of issuance upon the Company closing a private placement of stock or other securities of at least $3.0 million (the Mandatory Exchange Financing); and (iii) remove the requirement for the founder to retain not less than a 7% ownership interest of the total outstanding common shares of the Company on a fully diluted basis. Through December 31, 2016, no royalties have been earned or paid. Fox Chase Cancer Center License Agreement —In 2004 and amended in 2008, the Company entered into an exclusive license agreement with Fox Chase Cancer Center (Fox Chase) for the exclusive, worldwide rights to certain patents and know-how pertaining to CD16 receptors bearing NK-92 cell lines. In consideration for this exclusive license, the Company agreed to pay Fox Chase (i) low single-digit percentage royalties on net sales of licensed products for therapeutic and diagnostic use; and (ii) mid-twenties percentage royalties on any compensation the Company receives from sublicensees. The Fox Chase license was assigned to Brink Biologics as a part of the Spin-out (Note 9). As a result, the Company recorded no royalty expense for the year ended December 31, 2016. The Company recorded royalty expense of $0.1 million and $0.2 million for the years ended December 31, 2015 and 2014, respectively, related to the Fox Chase Cancer Center License Agreement for the period of time before the Spin-out. Royalty expense is included in selling, general and administrative in the consolidated statements of operations. Rush University Medical Center License Agreement— In 2004, the Company entered into a 12-year licensing agreement with Rush University Medical Center for the exclusive rights to license and grant sublicenses of certain intellectual property related to clinical use of NK-92. The Company is required to pay low to mid-single digit percentage royalties on net sales depending upon the various fields of studies and other factors. The Company is required to pay a minimum annual royalty of $25,000. The Rush University Medical Center License Agreement also provides for payments in the aggregate amount of $2.5 million upon the Company achieving various milestones, including upon (i) the completion of Phase II clinical trial associated with the licensed intellectual property; (ii) the approval by the Food and Drug Administration (the FDA) of a new drug application for a licensed product; and (iii) the first year that sales of the licensed product equals or exceeds $0.3 million. The Rush University Medical Center License Agreement terminates on the 12th anniversary of the first payment of royalties, which occurred in 2006, at which point the license is deemed a perpetual, irrevocable, fully-paid royalty-free, exclusive license, and may be terminated earlier by either party for material breach. During the years ended December 31, 2016, 2015 and 2014, the Company recorded royalty expense of $25,000, $25,000 and $0.1 million, respectively, related to the Rush University Medical Center License Agreement. Royalty expense is included in selling, general and administrative in the consolidated statements of operations. Chemotherapeutisches Forschungsinstitut Georg-Speyer-Haus (GSH) and DRK-Blutspendedienst Baden-Wurttemberg-Hessen gGmbH (BSD) License Agreement— In August 2015, the Company entered into a license agreement with GSH and BSD under which the Company was granted an exclusive license to certain GSH-BSD patents, materials and know-how that specifically targets ErbB2 expressing cancers. In addition, GSH granted the Company an exclusive license to certain GSH only technology and materials. In consideration for the licenses, the Company agreed to pay initial and annual licensing fees, regulatory and commercial milestones and low single-digit percentage royalties on net sales of licensed products. The royalty term shall continue in a particular country until the later of (i) the expiration of the valid patent claims in such country, or (ii) a specified period of time after the first commercial sale of licensed product in such country. The license agreement shall continue until no further payments are due at which time the licenses and rights will continue on a non-exclusive, royalty-free basis. The license agreement can be terminated earlier: (i) for material breach by either party after 60 days cure period, (ii) if the Company declares bankruptcy or insolvency, (iii) by the Company in its sole discretion upon 60 days prior written notice. The Company paid and expensed $1.1 million for the initial license fees in 2015 under the license, which was included in research and development expenses in the consolidated statements of operations for the year ended December 31, 2015 . Annual license fees under the agreement begin in 2018. Out-Licensing Agreement Intrexon License Agreement— In February 2010, the Company entered into a 17-year license agreement with Intrexon Corporation (Intrexon) pursuant to which the Company granted to Intrexon a non-exclusive, worldwide, sublicensable license to research and sell products under certain patents relating to modified NK-92 cells that express Intrexon’s proprietary gene sequences for use as a therapeutic and prophylactic agent in humans in specified therapeutic areas. In consideration for the license agreement, Intrexon paid the Company a one-time fee of $0.4 million, which was recorded in deferred revenue and is amortized over the term of the license agreement. Intrexon will pay the following milestone payments: $0.1 million upon the first IND filing; $0.1 million upon the commencement of the first Phase II clinical trial; $0.4 million upon the commencement of the first Phase III clinical trial; and $0.5 million upon the first commercial sale relating to the licensed products. Intrexon is obligated to pay the Company a low single digit percentage royalty based on net sales of the licensed products by Intrexon and a mid-teen percentage royalty based on revenues received by Intrexon in connection with sublicenses of the licensed products. No milestone payments were due or received in the years ended December 31, 2016, 2015 and 2014. For the years ended December 31, 2016, 2015 and 2014, the Company recorded revenue of $20,000 each year, related to the agreement in the consolidated statements of operations. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 7. Commitments and Contingencies Contingencies The Company records accruals for loss contingencies to the extent that the Company concludes it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause a change in the potential amount of the liability recorded or of the range of potential losses disclosed. Securities Litigation In March 2016, a putative securities class action complaint captioned Sudunagunta v. NantKwest, Inc., et al. Other putative class action complaints containing similar allegations were filed in federal court and in California Superior Court. The state court actions were removed to federal court and all of the actions have been consolidated. in the IPO and from July 28, 2015 through March 11, 2016 On September 6, 2016, a shareholder derivative complaint captioned Bushansky v. Soon-Shiong, et al. No causes of action are asserted against the Company, which is named solely as a nominal defendant. Defendants have demurred to the complaint and the Company has filed a motion to dismiss the complaint based on a corporate charter provision specifying a Delaware forum. Appeal of USPTO Decision In March 2009, the Company received a final rejection in one of the Company’s original patent applications pertaining to certain limited methods of use claims for NK-92 from the U.S. Patent and Trademark Office (the USPTO) (but the USPTO allowed claims on all of the other proposed claims, including other methods of use). The Company appealed this decision with the USPTO Board of Appeals and, in the fall of 2013, the Board of Appeals reversed the Examiner’s rejection of the claim to certain limited methods of use with NK-92, but affirmed the Examiner’s rejection of the remaining patent claims. In December 2013, the Company brought an action in the U.S. District Court for the Eastern District of Virginia to review the decision of the USPTO as the Company disagreed with the decision as to the certain limited non-allowed claims. On September 2, 2015, the U.S. District Court granted the USPTO’s motion for summary judgment. On September 24, 2015, the Company filed a notice of appeal to the United States Court of Appeals for the Federal Circuit. On February 9, 2017, a three-judge panel of the Federal Circuit heard oral arguments on our appeal and took the matter under submission. Based on the information available at present, the Company cannot reasonably estimate a range of loss for this action. Accordingly, no liability associated with this action has been accrued. The Company is expensing legal costs associated with defending this litigation as the costs are incurred. Contractual Obligations - Leases The Company leases: (i) office space in Cardiff-by-the-Sea, California; (ii) a research and office facility in Woburn, Massachusetts; (iii) office space in Cary, North Carolina; (iv) a research and office facility in San Diego, California; (v) research and manufacturing space in Culver City, California from a related party (Note 8) and; (vi) a research and manufacturing facility in El Segundo, California, also from a related party (Note 8). Build-to-suit Lease In September 2016, the Company entered into a lease agreement with 605 Doug St, LLC, a related party (Note 8), for approximately 24,250 square feet in El Segundo, California, which is to be converted to a research and development laboratory and a Good Manufacturing Practices (GMP) laboratory. The lease runs from July 2016 through July 2023. The Company has the option to extend the lease for an additional three year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. For the year ended December 31, 2016, the Company recorded rent expense of $0.1 million, which is reflected in research and development expense on the consolidated statement of operations. The Company is responsible for costs to build out the laboratory and has incurred costs of approximately $1.8 million as of December 31, 2016, which is reflected in construction in progress on the consolidated balance sheet. Additionally, in order for the facility to meet the Company's research and development and GMP laboratory specifications, the Company started to make certain structural changes to the facility as part of the conversion to laboratory space. As a result of these changes, the Company concluded that it is the “deemed owner” of the building (for accounting purposes only) during the construction period. Accordingly, the Company recorded a non-cash build-to-suit lease asset of $5.1 million, representing its estimate of the fair market value of the building, and a corresponding construction build-to-suit lease liability, recorded as a component of other current and non-current liabilities on the consolidated balance sheet as of December 31, 2016. Upon completion of construction of this facility, the Company evaluates the de-recognition of the asset and liability under the provisions of ASC 840-40, Leases - Sale-Leaseback Transactions Financing Lease Obligation In November 2015, the Company entered into a facility license agreement with NantWorks (Note 8) for approximately 9,500 square feet of office space in Culver City, California, which has been converted to a research and development laboratory and a GMP laboratory. The license was effective in May 2015 and extends through December 2020. The Company has the option to extend the license through December 2023. The monthly license fee is $47,000 with annual increases of 3% beginning in January 2017. For the years ended December 31, 2016 and 2015, the Company recorded rent expense of $0.2 million and $0.2 million, respectively, which is reflected in research and development expense on the consolidated statement of operation. Under the facility license agreement, the Company was responsible for costs to build out the laboratory and incurred costs of approximately $3.5 million. The Company concluded that it was the “deemed owner” of the building (for accounting purposes only) during the construction period. The Company recorded the build out costs as an asset with a corresponding build-to-suit liability, which was recorded as a component of other current and non-current liabilities on the consolidated balance sheet while the building was under construction. Upon completion of construction of this building in August 2016, the Company evaluated the de-recognition of the asset and liability under the provisions of ASC 840-40, Leases – Sale-Leaseback Transactions. Operating Leases In March 2016, the Company entered into a lease agreement for an approximately 7,893 square foot facility in Woburn, Massachusetts for a research and development laboratory, related office and other related uses. The term of the lease is 48 months commencing on April 29, 2016. In June 2016, the lease was amended to add 260 square feet, for a total of 8,153 square feet. The base rent, including the amendment, is $19,000 per month with a $1 per square foot annual increase on each anniversary date. In July 2015, the Company entered into an agreement for approximately 3,067 square feet of office space in Cary, North Carolina. The term of the lease is 26 months commencing on July 1, 2015. The base rent is $6,000 per month with 3% annual increases on each anniversary date. In June 2015, the Company entered into a lease agreement for an approximately 44,681 square foot facility in San Diego, California for a research and development laboratory, related office and other related uses. The term of the lease extends for seven years commencing on August 1, 2016. The base rent is $0.2 million per month with 3% annual increases on each anniversary date. In July 2015 the Company entered into a sublease for the building with the then existing lessee for a term of one year commencing August 1, 2015. There is no fixed rent or operating expenses during the sublease term other than utilities. The Company leases a total of approximately 2,550 square feet of office space at 2533 South Coast Highway 101, Cardiff-by-the-Sea, California 92007, for general office use, pursuant to an operating lease. The lease term was extended through August 31, 2018. Our total monthly lease payment is currently $12,800 per month, and will increase to $13,200 on September 1, 2017. The Company recognizes rent expense under operating leases on a straight-line basis. Rent expense for the years ended December 31, 2016, 2015 and 2014 was $2.7 million, $1.5 million, $0.2 million, respectively. The following table summarizes our future minimum lease payments at December 31, 2016 (in thousands). Common area maintenance costs and taxes are not included in these payments. Years ending December 31: 2017 $ 4,076 2018 4,094 2019 4,108 2020 4,056 2021 3,435 Thereafter 5,594 Total minimum lease payments $ 25,363 |
Related Party Agreements
Related Party Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | 8. Related Party Agreements The Company had related party agreements with Inex Bio, Inc. (Inex Bio) until the Company acquired a majority of Inex Bio shares. See Note 14 – Investment in Inex Bio, Inc. In June 2015, the Company spun out Brink Biologics, Inc. (Brink Biologics) and Coneksis, Inc. (Coneksis) (Note 9). The Company’s Chairman and CEO has a controlling interest in Brink Biologics and Coneksis. The Company’s Chairman and CEO founded and has a controlling interest in NantWorks, Inc. (NantWorks), which is a collection of multiple companies in the healthcare and technology space. The Company has entered into arrangements with NantWorks and certain affiliates of NantWorks, as described below, to facilitate the development of new genetically modified NK cells for the Company’s product pipeline. In September 2016, the Company entered into a lease agreement with 605 Doug St, LLC, an entity owned by the Company’s Chairman and CEO, for approximately 24,250 square feet in El Segundo, California, which is to be converted to a research and development laboratory and a GMP laboratory. The lease runs from July 2016 through July 2023. The Company has the option to extend the lease for an additional three year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. See Note 7 section Build-to-Suit Lease In August 2016, the Company entered into a Co-Development Agreement with Altor as described in Note 6. The Company’s Chairman and CEO is also the Chairman of Altor and holds a greater than 20% ownership interest in Altor. Through December 31, 2016, the Company has not conducted any joint operating activities or incurred any costs under this Co-Development Agreement. In March 2016, NantBioScience, Inc. (NantBioScience), a NantWorks company, and the National Cancer Institute entered into a cooperative research and development agreement. The agreement covers NantBioScience and its affiliates, including the Company. Under the agreement, the parties will collaborate on the preclinical and clinical development of proprietary recombinant NK cells and monoclonal antibodies in monotherapy and in combination immunotherapies. The Company expects to benefit from the preclinical and clinical research conducted during the first year under this agreement and is providing the first year of funding under the five-year agreement. In April 2016, the Company paid $0.6 million to the National Cancer Institute as a prepayment for this first year of funding. The Company recognizes research and development expense ratably over a 12-month period and recorded $0.5 million of expense for the year ended December 31, 2016. Under the NantWorks shared services agreement executed in November 2015, but effective August 2015, NantWorks provides corporate, general and administrative, manufacturing strategy, research and development, regulatory and clinical trial strategy and other support services, and the Company is charged for the services at cost plus reasonable allocations for indirect costs that relate to the employees providing the services. For the years ended December 31, 2016 and 2015, the Company recorded $3.0 million and $1.0 million, respectively, to selling, general and administrative expense and $2.1 million and $0.3 million, respectively, in research and development expense under this arrangement on the consolidated statement of operations. In June 2016, the Company amended the existing shared services agreement with NantWorks whereby the Company can provide support services to NantWorks and/or any of its affiliates. For the year ended December 31, 2016, the Company recorded expense reimbursements of $0.1 million to selling, general and administrative expense and $0.2 million to research and development expense. The Company owed NantWorks a net amount of $1.7 million for all agreements between the two affiliates at December 31, 2016, which is included in due to related parties on the consolidated balance sheet. Under the November 2015 facility license agreement with NantWorks for office and laboratory space, which was effective May 22, 2015, the Company recorded rent expense of $0.2 million and $0.2 million for the years ended December 31, 2016 and 2015, respectively, which is included in research and development expense on the consolidated statement of operations. The Company was responsible for costs to build out the laboratory and incurred costs of approximately $3.5 million, which is reflected in property, plant and equipment, net, on the consolidated balance sheet. See Note 7 section Financing Lease Obligation In June 2015, the Company entered into an agreement with NantOmics, LLC (NantOmics) to obtain genomic sequencing and proteomic analysis services, as well as related data management and bioinformatics services, exclusively from NantOmics. The Company is obligated to pay NantOmics a fixed, per sample fee, determined based on the type of services being provided. The agreement has an initial term of five years and renews automatically for successive one year periods, unless terminated earlier. For the years ended December 31, 2016 and 2015, the Company recorded operating expense of $0.2 million and $0.1 million, respectively, to research and development under this arrangement in the consolidated statement of operations. The Company owed NantOmics $0 at December 31, 2016. In June 2015, the Company entered into an agreement with NanoCav, LLC (NanoCav), a related party, pursuant to which the Company obtained access to NanoCav’s virus-free cell transfection technologies on a non-exclusive basis. Under the agreement, NanoCav will conduct certain, mutually-agreed feasibility studies, on a fee for service basis, to evaluate the use of its cell transfection technologies with the Company’s aNK cells. The agreement has an initial term of five years and renews automatically for successive one year periods, unless terminated earlier. In September 2015, the Company made a $45,000 feasibility study retainer payment as required by the agreement, which is recorded in prepaid expenses on the consolidated balance sheet at December 31, 2015. For the years ended December 31, 2016 and 2015, the Company recorded operating expense of $0.1 million and $0, respectively, to research and development under this arrangement in the consolidated statement of operations. At December 31, 2016, the Company owed NanoCav $15,000, which is included in due to related parties on the consolidated balance sheet. In June 2015, the Company also entered into a supply agreement with NantCell, Inc. (NantCell) pursuant to which the Company has the right to purchase NantCell’s proprietary bioreactors, made according to specifications mutually agreed to with NantCell. The Company also has the right to purchase reagents and consumables associated with such equipment from NantCell. In September 2015, the Company made a $0.5 million nonrefundable, upfront payment to NantCell as required by the agreement, which upfront payment is creditable against the Company’s future development activities and equipment purchases under the agreement. The agreement has an initial term of five years and renews automatically for successive one year periods unless terminated earlier. The upfront payment is included in prepaid expenses on the consolidated balance sheets. The Company consumed $0.2 million of the $0.5 million prepayment through December 31, 2016. In December 2013, the Company entered into restricted stock purchase agreements with certain officers to sell 7,532,251 shares of the Company’s Class B common stock (Note 10). As consideration for the shares, the officers executed secured promissory notes totaling $1.5 million (the Secured Notes). The Secured Notes accrued interest at 1.64% per annum, and all principal and interest was due and payable on the earlier of (i) the sale of all or substantially all of the Company’s stock by the officer and (ii) December 2022. The Secured Notes were collateralized by the underlying Class B common stock. Since the Secured Notes were non-recourse, they were treated similar to stock options for accounting purposes with the fair value recognized through a charge to compensation expense. The shares of Class B common stock were not considered issued and outstanding in the consolidated financial statements until the Company received payment against the Secured Notes. In 2013 and 2014, the Company received principal payments under the Secured Notes of $0.2 million and $1.2 million, respectively. Additionally, in 2013 and 2014, an officer agreed to offset against his outstanding principal and interest $0.1 million and $23,000, respectively, of amounts the Company owed to him. Upon receipt of these payments, the Company issued to the officers 1,681,099 and 5,851,152 shares of Class B common stock in 2013 and 2014, respectively. As of December 31, 2014, the Secured Notes were settled in full. |
Spin-out of Brink Biologics and
Spin-out of Brink Biologics and Coneksis | 12 Months Ended |
Dec. 31, 2016 | |
Spinout | |
Spin-out of Brink Biologics and Coneksis | 9. Spin-out of Brink Biologics and Coneksis On June 9, 2015, the Company spun out its business related to testing and diagnostic products and services into the entity, Brink Biologics in exchange for all of the issued and outstanding shares of Brink Biologics, which were subsequently distributed by a dividend to our stockholders. Under the spin-out arrangement, the Company transferred to Brink Biologics all of the Company’s existing revenue-earning, non-exclusive license agreements that allow third parties to use the Company’s cell lines and intellectual property for non-clinical laboratory testing. In addition, the Company transferred or licensed to Brink Biologics the Company’s other assets associated with testing and diagnostics products and services. The Company granted to Brink Biologics worldwide, exclusive licenses to the use of certain cell lines limited to the field of in vitro and in vivo testing and diagnostic products and services, trademarks, intellectual property, and patents, including the Company’s rights under its license agreement with Fox Chase Cancer Center. As part of the agreement, the Company also has a non-exclusive license to any results and data arising from Brink Biologics’ use of the Company’s cell lines and intellectual property for the Company’s use for internal research purposes and outside of Brink Biologics’ field. In consideration for the license grants, Brink Biologics is obligated to pay the Company a low single-digit royalty on amounts received for the sale of licensed products and services, as well as a low single-digit percentage share of other revenue received by Brink Biologics from the grant of sublicenses under the Company’s rights. For the years ended December 31, 2016 and 2015, the Company recorded $21,000 and $11,000, respectively, in revenue for royalties on the consolidated statement of operations. Brink Biologics and the Company have the right to terminate the license agreement under certain conditions. Also, as part of the spin-out arrangement, the Company has agreed to provide certain services to Brink Biologics for a transitional period on a fee-for-service basis. Invoices for services are to be issued monthly and payments are due 30 days from the date invoiced. In the years ended December 31, 2016 and 2015, the Company invoiced $0.1 million and $22,000, respectively, for services to Brink Biologics, which are recorded in other income on the consolidated statement of operations. At December 31, 2016, Brink Biologics owes the Company $0.1 million which is included in due from related parties on the consolidated balance sheet. On June 9, 2015, the Company spun out its business related to veterinary oncology into the entity, Coneksis in exchange for all of the issued and outstanding shares of Coneksis, which were subsequently distributed by a dividend to our stockholders. In connection with the spin-out arrangement, the Company granted to Coneksis worldwide, exclusive licenses for use of certain cell lines in the field of veterinary medical research and therapeutics, trademarks, intellectual property, and patents, including the Company’s rights under its license agreement with Fox Chase Cancer Center. As part of the agreement, the Company also has a non-exclusive license to any results and data arising from Coneksis’ use of the Company’s cell lines and intellectual property for the Company’s use for internal research purposes and outside of Coneksis’ field. In consideration for the license grants, Coneksis is obligated to pay the Company a single-digit royalty on amounts received for the sale of licensed products and services, as well as a single-digit percentage share of other revenue received by Coneksis from the grant of sublicenses under the Company’s rights. Coneksis and the Company have the right to terminate the license agreement under certain conditions. Also, as part of the spin-out arrangement, the Company agreed to provide certain services to Coneksis for a transitional period on a fee-for-service basis. Invoices for services are to be issued monthly and payments are due 30 days from the date invoiced. For the years ended December 31, 2016 and 2015, the Company invoiced Coneksis for service fees in the amount of $19,000 and $6,000, which are recorded in other income on the consolidated statement of operations. At December 31, 2016, Coneksis owes the Company $25,000, which has been fully reserved. The Company determined it has a variable interest in both Brink Biologics and Coneksis through its royalty agreements. Based upon the level of equity investment at risk, Brink Biologics and Coneksis are considered variable interest entities (VIEs). The Company considered whether it is the primary beneficiary of the Brink Biologics and Coneksis VIEs and required to consolidate the entities. As the Company does not control the research and development or the sales of the potential licensed or commercialized products, the Company does not direct the activities of Brink Biologics and Coneksis that most significantly impact their economic performance. Therefore, the Company determined that it is not the primary beneficiary of the entities and does not consolidate the Brink Biologics VIE and the Coneksis VIE. ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Stock Repurchase— In November 2015, the board of directors approved a share repurchase program (the 2015 Share Repurchase Program) allowing the CEO or CFO, on behalf of the Company, to repurchase from time to time, in the open market or in privately negotiated transactions, up to $50.0 million of the Company’s outstanding shares of common stock, exclusive of any commissions, markups or expenses. The timing and amounts of any purchases will be based on market conditions and other factors, including price, regulatory requirements and other corporate considerations. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. The Company expects to finance the purchases with existing cash balances. No shares were repurchased under the program for the year ended December 31, 2015. During the year ended December 31, 2016, the Company repurchased 2,157,944 shares of its common stock, respectively, at prices ranging between $6.05 per share and $8.50 per share for a total of $15.8 million. The shares are formally retired through board approval upon repurchase. The Company incurred approximately $36,000 of broker commissions on the repurchases. The Company accounted for the repurchases under the constructive retirement method and allocated the excess of the repurchase price over par value to accumulated deficit. At December 31, 2016, $34.2 million remained authorized for repurchase under the Company’s 2015 Share Repurchase Program. A summary of common stock repurchases for the year ended December 31, 2016 is as follows: Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum approximate dollar value of shares that may yet be purchased under the plans or programs February 300,000 $ 8.50 300,000 $47.5 million May 346,200 $ 6.77 646,200 $45.1 million June 582,400 $ 7.56 1,228,600 $40.7 million August 335,440 $ 7.01 1,564,040 $38.4 million September 30,000 $ 7.40 1,594,040 $38.1 million November 439,618 $ 7.14 2,033,658 $35.0 million December 124,286 $ 6.45 2,157,944 $34.2 million Total 2,157,944 $ 7.33 Conversion —In June 2015, the board of directors and the requisite shareholders approved the conversion of Class A common stock to common stock. Each share of Class A common stock (the 2015 Conversion) converted into 1.00 share of common stock. Additionally, the number of authorized shares of common stock was increased from 80,000,000 to 100,000,000. In December 2014, the board of directors and the requisite shareholders of each class of stock approved the conversion of 8,295,402 shares of Class B common stock, 9,502,898 shares of Series B preferred stock and 5,754,984 shares of Series C preferred stock into Class A common stock (the 2014 Conversion). Each share of Series B common stock and Series C preferred stock converted into 1.00 share of Class A common stock and each share of Series B preferred stock converted into 5,132,548 shares of Class A common stock. Forward Stock Split —On July 10, 2015, the Company amended its amended and restated certificate of incorporation effecting a 1.8515-for-1 forward stock split of its common stock. The forward stock split did not cause an adjustment to the par value or the authorized shares of the common stock or preferred stock. As a result of the forward stock split, the Company also adjusted the share and per-share amounts under its 2014 Equity Incentive Stock Plan and common stock warrant agreements with third parties. No fractional shares were issued in connection with the forward stock split. All disclosure of common shares and per common share data in the accompanying consolidated financial statements and related notes have been adjusted retroactively to reflect the forward stock split for all periods presented. Amended and Restated Certificate of Incorporation —On July 31, 2015 the Company amended its Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 500,000,000. Common Stock —In June 2015, the Company sold 3,698,695 shares of common stock in a private placement offering for net proceeds of $71.0 million after $28,000 of issuance costs. On July 8, 2015, the Company sold 364,638 shares of common stock in a private placement offering for gross proceeds of $7.0 million. On July 31, 2015, the Company closed its IPO and sold 9,531,200 shares of common stock for net proceeds of $221.5 million after underwriters’ discounts and commissions and offering expenses of $16.8 million. In addition, the Company completed a separate private placement concurrent with the completion of the IPO and sold 680,000 shares of common stock for proceeds of $17.0 million. Redomestication —In March 2014, the Company entered into a definitive merger and share exchange agreement pursuant to which the Company redomesticated from the State of Illinois to the State of Delaware and the Illinois Company ceased to exist (the Redomestication). In connection with the Redomestication, the holders of Class A and Class B common stock received one share of Class A and Class B common stock of the Delaware Company, respectively, in exchange for fifteen shares of the Illinois Company. The holders of Series B preferred stock received one share of Series B preferred stock of the Delaware Company in exchange for one share of the Illinois Company. The holders of any options, warrants or other securities are subject to adjustment based on the ratio of 1 for 15. All share numbers and per share prices in the accompanying consolidated financial statements have been adjusted to reflect the 1 for 15 exchange. Class A Common Stock —On June 18, 2015, the Company repurchased 249,952 shares of Class A common stock from an employee at $19.20 per share for $4.8 million. This was not part of the November 2015 share repurchase program described above. In December 2014, the Company issued 4,557,537 shares of Class A common stock at $1.76 per share for gross proceeds of $8.0 million in a private placement transaction with Sorrento (Note 6). Subsequently in December 2014, the Company entered into a private placement offering and sold 26,252,262 shares of Class A common stock at $1.89 per share for gross proceeds of $49.5 million, of which Sorrento purchased 1,060,789 shares for $2.0 million. Related stock issuance costs totaled $0.2 million. In conjunction with the offering, the Company amended its Bylaws to increase the size of the board of directors to nine. In 2014, the Company issued a restricted stock award for 129,605 shares of Class A common stock that vested upon achieving certain performance milestones. The holder met those milestones during 2014. In conjunction with the 2014 Securities Purchase Agreement (2014 Securities Purchase Agreement), the Company converted the 2009 Convertible Notes, the Other Creditor debt, and Side Agreement Notes into a total of 1,522,799 shares of Class A Common stock. Also in conjunction with the 2014 Securities Purchase Agreement, the placement agent agreed to exchange the CA Warrant and PA Warrant and $45,000 of its cash commission (Note 13) for a total of 3,087,324 shares of Class A Common stock. Refer to the table below for further details of the 2014 Securities Purchase Agreement. In conjunction with the 2013 Securities Purchase Agreement (2013 Securities Purchase Agreement), 389,437 shares of Class A common stock were issued for conversion of certain debt and payables totaling $1.0 million, and 406,048 shares were issued in exchange for all outstanding shares of Series A preferred stock. Class B Common Stock —In March 2014, the Company issued 763,151 shares of Class B common stock to a placement agent in exchange for an outstanding warrant. In December 2013, the Company sold 7,532,251 shares of Class B common stock to officers (Note 8). In 2014 and 2013, the Company issued 5,851,152 and 1,681,099 shares of Class B common stock, respectively, to an officer of the Company as an offset against his outstanding principal and interest owed to the Company under a secured note Series B Preferred Stock —In December 2014, all outstanding shares of Series B preferred stock were converted into 9,502,898 shares of Class A common stock during the 2014 Conversion. Series C Preferred Stock —In December 2014, all outstanding shares of Series C preferred stock were converted into 5,754,984 shares of Class A common stock during the 2014 Conversion. In April 2014, the Company sold 4,983,526 Units in a private placement offering for gross proceeds of $6.5 million under the 2014 Securities Purchase Agreement. In addition, 771,458 Units were issued in conjunction with conversion of the 2013 Promissory Note (Note 13). Each Unit consists of one share of the Company’s Series C preferred stock and a warrant to purchase 0.25 share of Class A common stock at an initial exercise price of $1.62 per share (the Unit). The warrant expires three years following the date the Company becomes required to file reports under the Exchange Act. The 2014 Securities Purchase Agreement qualified as a Mandatory Exchange Financing (Note 13). The following summarizes changes in securities in conjunction with the 2014 Securities Purchase Agreement: Class A common stock Class B common stock Series C preferred stock Warrants to purchase Class A common stock Options to purchase Class A common stock Share Balance in April 2014 prior to 2014 Securities Purchase Agreement 1,158,394 1,763,609 — 763,841 3,056,702 Exchange of Founder Warrant (Note 6) — — — (156,109 ) 740,600 Conversion of 2013 Promissory Note (Note 13) — — 771,458 192,865 — Conversion of 2009 Convertible Notes (Note 13) 985,229 — — — — Exchange the CA Warrant and the PA Warrant associated with 2009 Convertible notes (Note 13) 3,052,608 — — — — Exchange of Other Creditor debt (Note 13) 345,228 — — — — Exchange of Side Agreement Notes (Note 13) 192,341 — — — — Sale of Units in 2014 Securities Purchase Agreement (see above) — — 4,983,526 1,245,881 — Cash commission to placement agent paid in Class A common stock (Note 13) 34,715 — — — — Exchange of placement agent warrant for stock (see above) — 763,151 — (193,413 ) — Issuance of placement agent warrant associated with 2014 Securities Purchase Agreement (see below) — — — 199,341 — Share balance after closing of 2014 Securities Purchase Agreement 5,768,515 2,526,760 5,754,984 2,052,406 3,797,302 Common Stock Warrants —In March 2015, the board of directors approved the issuance of a stock option and a warrant to purchase Class A common stock to an officer of the Company (Note 11). In connection with its acquisition of Inex Bio in March 2015, the Company issued warrants to purchase 3,202,592 shares of Class A common stock with an exercise price of $2.00 per share (Note 14). In April 2015, the Company received $6.4 million for the full exercise of the warrants. In April 2015, a warrant to purchase 114,822 shares of Class A common stock was exercised. The warrant, issued in 2010 in conjunction with a termination and release agreement, was initially exercisable at $2.44 per share, and was ultimately exercised at $1.76 per share. The warrant was exercisable through February 2020. The warrant included a provision that for a period through two years after a reverse merger, the exercise price of the warrant was protected against down-round financing unless 66.67% of shareholders consent to the new transaction. Pursuant to ASC Subtopic 815-15 and ASC Subtopic 815-40, the fair value of the warrant of $0.4 million was recorded as a derivative liability on the issuance date. The fair value of the warrant was estimated at the issuance date and was revalued at each reporting period and the exercise date using a Monte Carlo simulation. At April 30, 2015, the date of exercise, and December 31, 2014, the Company recorded a derivative liability of approximately $1.5 million and $0.2 million, respectively. The change in fair value of the derivative liability is included in other income (expense) on the consolidated statements of operations. In March 2014, in conjunction with the amendment to the Founder License Agreement, the warrant held by the founder to purchase 156,109 shares of Class A common stock was exchanged for a fully-vested stock option to purchase up to 740,600 shares of Class A common stock (Note 6 ). In June 2013, the Company engaged a placement agent in connection with the 2013 Securities Purchase Agreement (Note 13). The placement agent received a warrant to purchase 193,413 shares of Class A common stock (the Initial Warrant). On the date of a Mandatory Exchange Financing, the Initial Warrant would automatically be exchanged into shares of common stock equal to 2.5% of the fully-diluted number of shares of Class B common stock outstanding upon the closing of the Private Placement. In March 2014, the placement agent agreement was amended to exchange the Initial Warrant for 763,151 shares of Class B common stock and a new warrant for 199,341 shares of Class A common stock based on 4% of the number of shares of stock issued to investors introduced to the Company by the placement agent in the 2014 Securities Purchase Agreement (the New Warrant). The New Warrant has the same terms as the 2014 Warrant issued as part of the 2014 Securities Purchase Agreement. Common Stock Reserved for Future Issuance The Company is authorized to issue up to a total of 500,000,000 shares of common stock, par value $0.0001 per share at December 31, 2016 and 2015. As of December 31, 2016, there were 81,983,937 shares of common stock issued and outstanding. The following table summarizes the common shares reserved for issuance on exercise or vesting of various awards at December 31, 2016: Issued and outstanding stock options 6,307,384 Issued and outstanding restricted stock units 814,456 Outstanding financing warrants 179,064 Outstanding officer warrants 17,589,250 Total shares reserved for future issuance 24,890,154 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2004 Equity Incentive Plan— In April 2004, the Company adopted the 2004 Stock Option Plan (the 2004 Plan) under which 81,695 shares of common stock were reserved for issuance. The 2004 Plan provides for the granting of stock options to employees, directors and consultants of the Company. Options granted under the 2004 Plan may be either incentive stock options (ISOs) or nonqualified stock options (NSOs). NSOs may be granted to the Company employees and consultants. No further shares are available for grant under the 2004 Plan. 2014 Equity Incentive Plan —In March 2014, the Company’s board of directors and stockholders approved the 2014 Equity Incentive Plan (2014 Plan) under which 11,109,000 shares of Class A common stock were reserved for the granting of ISOs, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance awards to employees, directors and consultants. Recipients of stock awards are eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of awards granted under the 2014 Plan is ten years. Stock awards are generally not exercisable prior to the applicable vesting date, unless otherwise accelerated under the terms of the applicable stock plan agreement. Unvested shares of the Company’s common stock issued in connection with an early exercise allowed by the Company may be repurchased by the Company upon termination of the optionee’s service with the Company. 2015 Equity Incentive Plan —In July 2015, the Company’s board of directors adopted the 2015 Equity Incentive Plan (2015 Plan). The 2015 Plan permits the grant of incentive stock options, within the meaning of Section 422 of the Code, to the Company’s employees and for the grant of non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees, directors and consultants. A total of 2,745,028 shares are reserved for future grants pursuant to the 2015 Plan as of December 31, 2016. In addition, the shares reserved for future grants under the 2015 Plan will include shares subject to stock options or similar awards granted under the 2014 Plan that expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2014 Plan that are forfeited to or repurchased by the Company (provided that the maximum number of shares that may be added to the 2015 Plan pursuant to this provision is 6,914,754 shares as of December 31, 2016). Modification of Stock-based Awards to an Officer —On March 24, 2015, the Company granted a non-qualified stock option (the Option) and a warrant (the Warrant) to purchase 1,851,500 shares and 17,589,250 shares of the Company’s common stock, respectively, to an officer of the Company. The Option had an exercise price of $2.00 per share, a ten-year term and vests monthly over 40 months from the grant date. The Warrant had an exercise price of $2.00 per share, a three-year term and included performance-based vesting conditions. Subsequent to the original grant date, the Company modified the terms and conditions of the Option and the Warrant, and on May 8, 2015, the Company and the officer reached a mutual agreement on the revised terms of the Option and the Warrant. By mutual agreement, the Company increased the exercise price of the Option from $2.00 per share to $2.20 per share and reduced the term of the Option from ten to four years. The Warrant’s vesting conditions changed from performance based to a combination of performance based for 10,183,250 shares, including modified performance milestones from the original grant, and service based for 7,406,000 shares. In addition, the Company revised the term of the Warrant from three to four years. The Company treated these changes to the Option and the Warrant as modifications of the terms and conditions of an equity award. The change in the term and exercise price of the Option did not result in incremental stock compensation expense as the higher exercise price and shorter term reduced the overall value of the modified Option. The change in the terms for the Warrant resulted in incremental compensation expense of $91.5 million, of which $53.0 million is recognized upon achievement of performance milestones and $38.5 million is recognized over the service period, since the fair value of the modified Warrant is higher than the original fair value. Incremental compensation expense of $19.0 million and $53.8 million was recognized during the years ended December 31, 2016 and 2015, respectively, and the remaining $18.7 million is expected to be recognized over the remaining vesting period of 1.6 years. Issuance of options and restricted stock units to Officers —In accordance with their employment agreements, the Company granted to its CEO and Chief Administrative Officer upon the IPO a total of 1,455,450 options to purchase common stock with an exercise price of $25.00 per share and 970,300 restricted stock units representing the right to receive one share of the Company’s common stock for each restricted stock unit that becomes vested. The options and restricted stock units vested 50% at grant and the remaining 50% vested upon the first anniversary of the IPO. Stock-Based Compensation The following table presents all stock-based compensation as included on the Company’s consolidated statements of operations (in thousands): For the Year Ended December 31, 2016 2015 2014 Stock-based compensation expense: Warrants for common stock to an officer $ 50,502 $ 141,901 $ — Warrants for common stock to an officer and a director related to Inex Bio, Inc. acquisition — 22,747 — Employee stock options 14,720 25,498 485 Non-employee stock options — 3,300 76 Employee restricted stock units 8,166 17,505 228 Non-employee restricted stock units 464 270 — $ 73,852 $ 211,221 $ 789 Stock-based compensation expense in operating expenses: Research and development $ 852 $ 1,221 $ 222 Selling, general and administrative 73,000 210,000 567 $ 73,852 $ 211,221 $ 789 In the second quarter of 2016, the Company adopted ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ASU 2016-09 also requires the recognition of the income tax effects of awards in the consolidated statement of operations when the awards vest or are settled, thus eliminating addition paid-in capital pools. The Company elected to adopt the amendments related to the presentation of excess tax benefits on the consolidated statement of cash flows using a prospective transition method. Stock Options The following table summarizes stock option activity under all equity incentive plans for the years ended December 31, 2016, 2015 and 2014: Number of Shares Weighted- Average Exercise Aggregate Intrinsic Value (in 000) Weighted- Average Remaining Contractual (in years) Outstanding at December 31, 2013 1,727 $ 0.41 $ — 1.3 Options granted 5,971,087 $ 0.77 Options exercised (833,173 ) $ 0.22 Options forfeited/canceled (1,231 ) $ 0.41 Outstanding at December 31, 2014 5,138,410 $ 0.85 $ 5,298 9.7 Options granted 5,713,899 $ 7.92 Options exercised (1,127,105 ) $ 0.86 Options forfeited/canceled (947,311 ) $ 1.87 Outstanding at December 31, 2015 8,777,893 $ 5.36 $ 116,273 7.2 Options exercised (2,398,882 ) $ 0.76 Options forfeited/canceled (71,627 ) $ 2.00 Outstanding at December 31, 2016 6,307,384 $ 7.14 $ 19,100 6.4 Vested and Exercisable at December 31, 2016 5,210,756 $ 8.18 $ 15,227 7.3 The vested and exercisable shares at December 31, 2015 and 2014 were 4,844,857 and 1,705,035, respectively. The following table provides a summary of options outstanding and vested as of December 31, 2016: Exercise Prices Number Outstanding Weighted- Average Life (in years) Number Exercisable Weighted- Average Life (in years) $0.22 134,807 7.2 134,807 7.2 $0.42 589,660 7.9 589,660 7.9 $1.76 999,682 8.0 999,682 8.0 $2.00 1,276,285 8.1 1,221,126 8.1 $2.20 1,851,500 2.2 810,031 2.2 $25.00 1,455,450 8.6 1,455,450 8.6 6,307,384 6.4 5,210,756 7.3 The aggregate intrinsic value of stock options exercised during the years ended December 31, 2016, 2015 and 2014 was $17.0 million, $2.4 million and $0.2 million, respectively. The cash received from exercised options was $1.4 million, $0.9 million and $0.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. Total stock option expense was $14.7 million, $28.8 million and $0.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Company records equity instruments issued to non-employees as expense at the fair value over the related service period as determined in accordance with the authoritative guidance and periodically revalues the equity instruments as they vest. The Company granted to non-employees stock options for 231,437 shares during each of the years ended December 31, 2015 and 2014. No options were granted to non-employees in 2016. As of December 31, 2016, there were no non-employee options that were vested and outstanding. In the years ended December 31, 2016, 2015 and 2014, the Company recorded stock-based compensation expense related to non-employee consultants of $0, $3.3 million and $0.1 million, respectively, in selling, general and administrative expense. The total unrecognized compensation cost related to non-vested stock options as of December 31, 2016 is $9.1 million, which is expected to be recognized over a weighted-average period of 2.1 years. The Company uses a Black-Scholes option-pricing model to determine the fair value of stock-based compensation under ASC Topic 718, Stock Compensation Years Ended December 31, 2015 2014 Employee Grants Non-Employee Grants Employee Grants Non-Employee Grants Expected term (years) 4.0 - 5.5 8.4 - 9.9 5.0 - 5.6 9.3 - 9.9 Risk-free interest rate 1.5% - 1.8% 0% - 2.4% 1.6% - 1.9% 2.20% Expected volatility 80% 80% 81% - 91% 81% Dividend yield 0% 0% 0% 0% Weighted-average measurement date fair value $ 12.08 $ 15.25 $ 0.53 $ 0.18 The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The estimated volatility is based on a weighted-average calculation of a peer group of comparable companies whose share prices are publicly available. The risk-free interest rate assumption 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 weighted-average expected life of options was estimated using the average of the contractual term and the weighted-average vesting term of the options. Restricted Stock Units The following table summarizes the restricted stock units (RSUs) activity under the 2015 Plan: Number of Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Unvested balance at December 31, 2014 — $ — Granted 1,614,788 $ 21.86 Vested (485,150 ) $ 25.00 Unvested balance at December 31, 2015 1,129,638 $ 20.51 Granted 407,800 $ 7.76 Vested (537,982 ) $ 23.75 Forfeited/canceled (185,000 ) $ 11.75 Unvested balance at December 31, 2016 814,456 $ 13.98 There was no RSU activity in 2014. During the years ended December 31, 2016 and 2015, 67,500 and 353,188 of restricted stock units, respectively, were granted to employees of related companies (referred to as non-employees above) under the Company’s shared services agreement with NantWorks (Note 8). As of December 31, 2016, there was $5.5 million of unrecognized stock-based compensation expense related to restricted stock units granted that is expected to be recognized over a weighted-average period of 3.0 years. Of that amount, $3.8 million of unrecognized expense is related to employee grants with a weighted-average period of 3.0 years and $1.7 million expense is related to non-employee grants with a weighted-average period of 2.9 years that is impacted by periodic mark-to-marked adjustments. Restricted Stock Awards In 2014, the Company issued a restricted stock award for 129,605 shares of Class A common stock that vested based on the holder achieving certain performance milestones. The holder met those performance milestones during the year ended December 31, 2014 and the Company recognized stock compensation expense of $0.2 million related to the award. Warrants The following table summarizes the Company’s warrant activity: Outstanding at December 31, 2014 1,850,937 Warrants granted 20,791,842 Warrants exercised (4,677,101 ) Warrants forfeited (146,062 ) Outstanding at December 31, 2015 17,819,616 Warrants exercised (51,302 ) Outstanding at December 31, 2016 17,768,314 Vested and exercisable at December 31, 2016 12,769,264 The total unrecognized compensation cost related to non-vested warrants as of December 31, 2016 is $49.4 million, which is expected to be recognized over a weighted-average period of 1.6 years. Common Stock Reserved for Future Grants under the 2015 Equity Incentive Plan At December 31, 2016, the Company has reserved authorized shares of common stock for future grants of equity awards as follows: Shares approved for 2015 Equity Incentive Plan 3,500,000 Shares remaining from 2014 Equity Incentive Plan 749,857 Total shares authorized under the 2015 Plan 4,249,857 Grants (3,070,238 ) Forfeitures added back to available pool 947,063 Shares reserved for future grants as of December 31, 2015 2,126,682 Grants (407,800 ) Add backs approved under the Plan: Forfeitures 185,000 Net share settlement 225,754 Shares repurchased 615,392 Shares reserved for future grants as of December 31, 2016 2,745,028 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The amount of loss before taxes is (in thousands): Year Ended December 31, 2016 2015 2014 U.S. loss before taxes $ (118,743 ) $ (235,750 ) $ (6,184 ) Foreign loss before taxes (2,638 ) (1,427 ) — Loss before income taxes $ (121,381 ) $ (237,177 ) $ (6,184 ) Income tax (benefit) expense for the years ended December 31, 2016, 2015 and 2014 consists of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State 3 1 1 Foreign — — — Total Current 3 1 1 Deferred: Federal — — — State — — — Foreign (575 ) (302 ) — Total Deferred (575 ) (302 ) — Income tax (benefit) expense $ (572 ) $ (301 ) $ 1 The components that comprise the Company’s net deferred tax assets at December 31, 2016 and 2015 consist of the following (in thousands): Year Ended December 31, 2016 2015 Deferred tax assets: Stock compensation $ 87,239 $ 67,559 Net operating loss carryforwards 37,507 — Leases and other accrued liabilities 2,096 389 Accrued compensation 808 572 Depreciation and amortization — 624 Total deferred tax assets 127,650 69,144 Deferred tax liabilities: Foreign intangibles (996 ) (1,165 ) Depreciation and amortization (309 ) — Total deferred tax liabilities (1,305 ) (1,165 ) Net deferred tax assets 126,345 67,979 Valuation allowance (127,341 ) (69,144 ) Net deferred tax liability $ (996 ) $ (1,165 ) A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2016 2015 2014 Tax computed at federal statutory rate 34.0 % 34.0 % 34.0 % Section 382/383 NOL 8.6 (3.5 ) (40.0 ) State income taxes, net of federal tax benefit 3.6 2.6 4.8 Tax rate adjustment 1.5 — 0.5 Research and development credits 1.3 0.1 0.7 Stock-based compensation (0.3 ) (0.4 ) (1.1 ) Other (0.5 ) (3.8 ) (7.3 ) Valuation Allowance (47.7 ) (28.9 ) 8.4 Effective income tax rate 0.5 % 0.1 % — % Pursuant of Internal Revenue Code (IRC) Sections 382 and 383, annual use of the Company's net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period . The Company completed an IRC Section 382/383 analysis in 2016 regarding the limitation of net operating loss and research and development credit carryforwards. As a result of the analysis, the Company recognized deferred tax assets for net operating losses of $11.1 million and federal and state research and development credits of $0.4 million. The Company has derecognized the deferred tax assets for net operating losses and federal and state research and development credits of $1.2 million from its deferred tax asset schedule as of December 31, 2016. The Company had previously derecognized $12.7 million deferred tax assets for net operating losses and federal and state research and development credits as of December 31, 2015. The Company also recorded a corresponding increase to its valuation allowance as a result of recognizing the additional deferred tax assets upon completion of the Section 382/383 analysis. The Company does not expect that the unrecognized tax benefits will change within 12 months of this reporting date. Due to the existence of the valuation allowance, future changes in the Company's unrecognized tax benefits will not impact the Company's effective tax rate. The Company has removed the deferred tax assets for foreign net operating losses in the amount of $28,000. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance of $127.3 million at December 31, 2016. The change in the valuation allowance for the year end December 31, 2016 was an increase of $58.2 million. The Company has not incurred any material interest or penalties as of the current reporting date with respect to income tax matters. The Company does not expect that there will be unrecognized tax benefits of a significant nature that will increase or decrease within 12 months of the reporting date. The Company is subject to U.S. federal income tax, as well as income tax in California and other states. The federal returns for tax years 2013 through 2016 remain open to examination; the California returns remain subject to examination for tax years 2012 through 2016. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authority. All other state jurisdictions remain open to examination. At December 31, 2016, the Company has federal net operating losses (NOLs) of approximately $100.0 million, state NOLs of $60.0 million, and foreign NOLs of $0.2 million. The federal NOL carryforwards begin to expire in 2024, the state NOL carryforwards begin to expire in 2030 and the foreign NOL carryforwards begin to expire in 2023. At December 31, 2016, the Company also had federal research tax credit carryforwards of approximately $1.7 million and California research tax credits of $0.7 million. The federal research tax credit carryforwards begin to expire in 2026 and the state research tax credit carryforwards begin to expire in 2029. The following table summarizes the changes to the amount of unrecognized tax benefits (in thousands): Unrecognized tax benefits at December 31, 2014 $ — Increase for prior year tax positions 120 Increase for current year tax positions 1,083 Unrecognized tax benefits at December 31, 2015 1,203 Decrease for prior year tax positions (1,203 ) Increase for prior year tax positions 2,578 Increase for current year tax positions 2,056 Unrecognized tax benefits at December 31, 2016 $ 4,634 Included in the balance of unrecognized tax benefits at December 31, 2016, is $4.3 million that, if recognized, would not impact the Company’s income tax benefit or effective tax rate as long as the deferred tax asset remains subject to a full valuation allowance. The Company does not expect any significant increases or decreases to our unrecognized tax benefits within the next 12 months. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 13. Notes Payable 2013 Promissory Note —In June 2013, the Company entered into a securities purchase agreement (the 2013 Securities Purchase Agreement) whereby the Company issued to an institutional investor a $1.0 million note payable (the 2013 Promissory Note) plus 1,851 shares of Series B preferred stock at a per share price of $0.05 for aggregate proceeds of $1.0 million. The 2013 Promissory Note accrued interest at 5% per annum and was scheduled to mature on June 20, 2014. The 2013 Promissory Note was secured by all of the assets of the Company. The Company allocated the proceeds under the 2013 Securities Purchase Agreement to the 2013 Promissory Note and Series B preferred stock based on their relative fair values, which resulted in $0.4 million and $0.6 million being allocated to the 2013 Promissory Note and Series B preferred stock, respectively. The Company recorded a debt discount of $0.6 million, which was being amortized to interest expense over the term of the 2013 Promissory Note using the effective interest method. In April 2014, the Company entered into the 2014 Securities Purchase Agreement (Note 10) at which time the holder of the 2013 Promissory Note agreed to convert the $1.0 million principal into 771,458 shares of Series C preferred stock plus a warrant to purchase 192,865 shares of Class A common stock having the same terms as the warrants issued in the 2014 Securities Purchase Agreement (the 2014 Warrant, Note 10). The Company paid accrued interest of $39,000 in cash upon conversion of the 2013 Promissory Note. The 2014 Warrant was outstanding at December 31, 2014 and was exercised in 2015. 2009 Convertible Notes —In 2009, the Company entered into a bridge loan agreement (the 2009 Bridge Loan Agreement) whereby the Company agreed to sell and issue $0.4 million of convertible promissory notes (the 2009 Convertible Notes). The 2009 Convertible Notes accrued interest at 15% per annum until maturity on September 30, 2010 (the Maturity Date). After the Maturity Date, the 2009 Convertible Notes accrued interest at 24% per annum. The 2009 Convertible Notes were convertible at the option of the holders into securities issued in the Company’s next financing. The 2009 Convertible Notes were secured by all assets of the Company. As discussed below, the 2009 Convertible Notes were exchanged for shares of Class A common stock, and there was no balance outstanding on the 2009 Convertible Notes at December 31, 2014. Each holder of the 2009 Convertible Notes also received a warrant to purchase shares of Class A common stock (the 2009 Warrants). The 2009 Warrants were exercisable only if and to the extent that the holder subscribed to the next financing for a number of shares equal to 300% of the number of shares issued to the holder in the next financing. The exercise price of the 2009 Warrants initially was the purchase price for the shares in the next financing. However, for up to two years after the date that the Company becomes a public company, the exercise price is adjusted to a price equal to the price of the new equity securities should the Company enter into any new equity transaction whereby the price of the equity in the new transaction is lower than the exercise price of the 2009 Warrants. In conjunction with the 2013 Securities Purchase Agreement in June 2013, each holder of the 2009 Convertible Notes entered into a consent, amendment and exchange agreement (the Exchange Agreement). The Exchange Agreement (i) modified the Maturity Date to June 20, 2014; (ii) caused each holder to execute a subordination and shareholder lock-up agreement, and; (iii) upon a Mandatory Exchange Financing (Company closing a private placement of stock or other securities of at least $3.0 million, Note 10), automatically exchanged the outstanding principal and accrued interest under the 2009 Convertible Notes and the 2009 Warrants for shares of Class A common stock at an exchange rate of three times the principal amount of the 2009 Convertible Notes divided by the per share price of the Mandatory Exchange Financing. In April 2014, the 2014 Securities Purchase Agreement qualified as a Mandatory Exchange Financing and the $0.4 million outstanding principal balance plus $0.4 million accrued interest on the 2009 Convertible Notes and the 2009 Warrants were exchanged for 985,229 shares of the Company’s Class A common stock. The 2009 Convertible Notes and the 2009 Warrants were no longer outstanding at December 31, 2014. In connection with the sale of the 2009 Convertible Notes, the Company used a placement agent. The placement agent received a corporate advisory warrant (the CA Warrant) for common stock equal to 20% of the issued and outstanding common stock of the Company on a fully diluted basis immediately following the final closing of the Bridge Loan Agreement financing. The CA Warrant had an exercise price of $2.44 per share and was to expire on September 30, 2019. The placement agent also received a warrant for common stock for the number of shares equal to 9% of the number of warrant shares issued to the holders who subscribe to the next financing (the PA Warrant). The initial exercise price of the PA Warrant is equal to the price of the next financing. In conjunction with the 2013 Securities Purchase Agreement in June 2013, the placement agent agreed to exchange the CA Warrant and PA Warrant into shares of Class A common stock equal to 10% of the shares of fully-diluted stock outstanding immediately following the closing of a Mandatory Exchange Financing less certain exempted issuances. At the 2014 Securities Purchase Agreement closing in April 2014, the CA Warrant and PA Warrant were exchanged for 3,052,608 shares of the Company’s Class A common stock. The Company also issued to the placement agent 34,715 shares of Class A common stock in exchange for a cash commission in conjunction with the 2014 Securities Purchase Agreement. Settlement Agreement Note —In 2007, the Company entered into a settlement agreement with a former officer of the Company (the Settlement Agreement Note). The Settlement Agreement Note included a cash payment to the former officer of $0.3 million payable upon the Company’s receipt of any debt or equity financing. As part of the 2009 Convertible Notes financing, the Settlement Agreement Note was amended so that the Note will convert into Class A common stock at a conversion price of $2.44 per share on the second anniversary of Company being a publicly traded company. The $0.3 million outstanding Settlement Agreement Note balance is reflected in other current liabilities on the consolidated balance sheets as of December 31, 2014. In March 2015, the Company entered into a Supplemental Agreement and General Release (the Supplemental Agreement) with the former officer related to the Settlement Agreement. As a result, (i) the Company agreed to pay $0.13 million in exchange for retiring the note and (ii) the former officer agreed to exercise a warrant from 2008 to purchase 32,675 shares of Class A common stock at an exercise price of $2.44 per share. The Settlement Agreement Note is no longer outstanding as of December 31, 2015 and the $0.13 million difference between the carrying value of the Settlement Agreement Note and the amount paid to retire the Settlement Agreement Note is reflected in other income on the consolidated statement of operations for the year ended December 31, 2015. Founder Note — As consideration for the sale and assignment of the license and technical information to the NK-92 cell line to the Company in 2009 and 2010 in connection with the amendment to the Founder License Agreement (Note 6), the Company issued a non-interest bearing note (the Founder Note) to a founder for $23,000. In April 2014, the outstanding balance was paid in full. Other Notes and Creditors —As part of the 2009 Convertible Notes financing, certain other note holders and creditors with obligations totaling $0.2 million (Other Creditors) executed agreements either to defer payment for three years or convert the obligations into Class A common stock upon the Company closing a financing of at least $1.2 million at a conversion price of $2.44 per share. In conjunction with the 2013 Securities Purchase Agreement, Other Creditors holding $20,000 of principal plus $29,000 of accrued interest elected to convert their obligations into 20,205 shares of Class A common stock. Other Creditors holding $0.1 million of principal entered into exchange agreements whereby, upon the Company completing a Mandatory Exchange Financing, the balance plus any accrued interest is automatically exchanged for shares of Class A common stock at an exchange rate of three times the amount owed divided by the per share price of the Mandatory Exchange Financing. At the close of the 2014 Securities Purchase Agreement in April 2014, the $50,000 principal plus accrued interest of $0.1 million were exchanged for 230,859 shares of Class A common stock. In April 2014, an Other Creditor with $0.1 million of outstanding principal and interest agreed to sell its note to a third party who agreed to exchange the note for 114,369 shares of Class A common stock. Other Creditors with $29,000 of outstanding principal plus $13,000 of accrued interest were repaid in cash in April 2014. Side Agreement Notes —Payables and debt totaling $0.2 million were sold by certain creditors to existing investors (the Side Agreements). In conjunction with the Side Agreements, the Company issued to the investors convertible notes (the Side Agreement Notes) pursuant to an exchange agreement whereby upon the Company completing a Mandatory Exchange Financing, the outstanding balance under the (the Side Agreement Notes) are automatically exchanged for shares of Class A common stock at an exchange rate of the amount divided by the per share price of the Mandatory Exchange Financing. At the close of the 2014 Securities Purchase Agreement in April 2014, the $0.2 million balance of the (the Side Agreement Notes) was exchanged for 192,341 shares of Class A common stock. |
Investment In Inex Bio, Inc
Investment In Inex Bio, Inc | 12 Months Ended |
Dec. 31, 2016 | |
Schedule Of Investments [Abstract] | |
Investment in Inex Bio, Inc | 14. Investment in Inex Bio, Inc. In April 2012, the Company made a strategic decision to enter into a License Agreement with Inex Bio, Inc. (Inex Bio), a Republic of Korea corporation (the Inex License Agreement). Under the Inex License Agreement, the Company provided Inex Bio with an exclusive license to the Company’s technology to be used in products only in certain Asian countries. In exchange for the Inex License Agreement, the Company received a $0.3 million up-front license fee. In addition, the Company was eligible to receive milestone payments of up to $0.8 million based upon completion of clinical trials and a 5% royalty on net sales of applicable products using the aNK cells. No milestone payments were due or received for the years ended December 31, 2015, 2014 or 2013. In May 2012, the Company acquired 57,000 shares of Inex Bio for $0.2 million, which represented 22.2% of the outstanding shares and 17.4% of the fully-diluted shares of Inex Bio. The Company accounted for its investment under the equity method. The Company reviewed its investment for impairment in accordance with ASC Topic 320, Investments—Debt and Equity Securities. In February and March 2015, InexBio Holdings (Holdings), an entity owned fifty percent (50%) by Cambridge Equities, L.P., an entity in which Dr. Soon-Shiong, the Company’s CEO and one of the Company’s directors, is the sole member of its general partner, and fifty percent (50%) by Eragon Ventures, LLC, an entity of which Dr. Ji, one of our former directors, is managing member, acquired 220,000 shares or 67.3% of Inex Bio from third party owners for $1.1 million. On March 30, 2015, the Company entered into a Stock Purchase Agreement with Holdings and the third party owners, pursuant to which the Company acquired all the remaining outstanding shares of Inex Bio not previously held by the Company. The Company paid to the other owners of Inex Bio cash of $1.5 million and issued warrants to acquire 593,072 shares of the Company’s Class A common stock at an exercise price of $2.00 per share. The Company valued the warrants using the Black-Sholes option-pricing model with a stock price of $10.72 per share as of March 30, 2015, an expected term of 0.04 years, and a volatility of 80%. This resulted in a total fair value of the warrants of $5.2 million. In April 2015, the Company received $1.2 million for the full exercise of the warrants. The Company recorded the transaction as an asset purchase because Inex Bio was a shell corporation without any employees or other significant assets and did not meet the definition of a business under ASC Topic 805, Business Combinations. The purchase price paid to acquire Inex Bio from the other owners is as follows (in thousands): Consideration Total Cash paid by InexBio Holdings, LLC $ 1,100 Cash paid by Company 1,482 Fair value of warrants 5,170 Aggregate purchase price $ 7,752 The following table summarizes the assets acquired and liabilities assumed (in thousands): Cash $ 763 Intangible assets—reacquired rights of Company technology 8,636 Other assets 42 Investment in Inex Bio (221 ) Deferred tax liability (1,467 ) Accounts payable (1 ) Total assets acquired and liabilities assumed $ 7,752 The license solely covers pending patent applications at this time. The Company will amortize the intangible assets related to the reacquired rights of the Company technology over 4 years, which represents the period until the next action date of the pending patent application in the territory of the license issued to Inex Bio. The Company paid Holdings cash of $6.5 million and issued warrants to acquire 2,609,520 shares of the Company’s Class A common stock at an exercise price of $2.00 per share for its assistance in negotiating the acquisition of Inex Bio from the other owners. The Company valued the warrants using the Black-Sholes option-pricing model with a stock price of $10.72 per share as of March 30, 2015, an expected term of 0.04 years, and a volatility of 80%. This resulted in a fair value of total warrants of $22.7 million. In April 2015, the Company received $5.2 million for the full exercise of the warrants. The following summarizes the net consideration paid to Holdings (in thousands): Consideration Total Cash $ 6,518 Fair value of warrants 22,747 Less cash paid to acquire shares in Inex Bio (1,100 ) Net consideration $ 28,165 The Company recorded compensation expense for the portion of the cash and warrants issued to Holdings that exceeded the fair value of the shares acquired consistent with ASC Topic 718. The Company recorded $22.7 million of stock-based compensation and $5.4 million of cash compensation to the Company’s CEO and the former director as a result of acquiring their interest in Inex Bio. |
Summarized Quarterly Data (Unau
Summarized Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Data (Unaudited) | 15. Summarized Quarterly Data (Unaudited) The following financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results of the interim periods. The table below presents unaudited quarterly data for fiscal 2016 and 2015 (in thousands, except for share and per share amounts): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2016 Revenue $ 6 $ 12 $ 12 $ 14 Operating expenses 31,622 34,977 32,787 25,157 Operating loss (31,616 ) (34,965 ) (32,775 ) (25,143 ) Net loss (30,677 ) (33,997 ) (31,897 ) (24,238 ) Net loss per share - basic and diluted $ (0.38 ) $ (0.41 ) $ (0.39 ) $ (0.29 ) Shares used in calculating net loss per share - basic and diluted 81,574,709 81,959,248 82,154,219 82,235,571 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2015 Revenue $ 120 $ 91 $ 10 $ 15 Operating expenses 32,221 130,486 46,467 29,938 Operating loss (32,101 ) (130,395 ) (46,457 ) (29,923 ) Net loss (32,849 ) (130,893 ) (46,312 ) (26,822 ) Net loss per share - basic and diluted $ (0.54 ) $ (1.99 ) $ (0.60 ) $ (0.33 ) Shares used in calculating net loss per share - basic and diluted 61,137,625 65,789,041 77,837,586 81,247,430 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | 16. Employee Benefits Benefit Plan - In December 2015, the Company adopted a 401(k) retirement and savings plan (the 401(k) Plan) covering all employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the IRS. The Company, at its discretion, may make certain contributions to the 401(k) Plan. The Company made contributions of $0.2 million and $4,000 during the years ended December 31, 2016 and 2015, respectively. Compensated Absences – Under the Company’s vacation policy, certain salaried employees are provided unlimited vacation leave. Therefore, the Company does not record an accrual for paid leave related to these employees since the Company is unable to reasonably estimate the compensated absences that these employees will take. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | 17. Subsequent Event Related Party Agreement In February 2017, the Company entered into a research grant agreement with VivaBioCell, S.p.A. (VBC), an affiliated company of NantWorks, under which VBC will conduct research and development activities related to the Company’s NK cell lines using VBC’s proprietary technology. Within 60 days after the one year anniversary of the agreement, VBC will provide the Company a final report summarizing the progress and results of the research and development activities including a description of any inventions and intellectual property rights derived from the work performed. The Company has the first right of refusal in the event any third party offers to purchase such derived inventions and intellectual properties from VBC. The Company paid $0.6 million to VBC and expects to benefit from the research and development activities over a one year timeframe. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Inex Bio, Inc., and have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). All intercompany amounts have been eliminated. The Company applies the variable interest model under Accounting Standards Codification (ASC) Topic 810, Consolidation, to any entity in which the Company holds an equity investment or to which the Company has the power to direct the entity's most significant economic activities and the ability to participate in the entity's economics. If the entity is within the scope of the model, and meets the definition of a variable interest entity (VIE), the Company considers whether it must consolidate the VIE or provide additional disclosures regarding the Company's involvement with the VIE. If the Company determines that it is the primary beneficiary of the VIE, the Company will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event. |
Liquidity | Liquidity As of December 31, 2016, the Company had an accumulated deficit of approximately $387.1 million. The Company also had negative cash flow from operations of approximately $38.6 million during the year ended December 31, 2016. The Company expects that it will likely need additional capital to further fund development of, and seek regulatory approvals for, its product candidates, and begin to commercialize any approved products. The Company is currently focused primarily on the development of immunotherapeutic treatments for cancers and debilitating viral infections using targeted cancer killing cell lines, and believes such activities will result in the Company’s continued incurrence of significant research and development and other expenses related to those programs. If the clinical trials for any of the Company’s product candidates fail or produce unsuccessful results and those product candidates do not gain regulatory approval, or if any of the Company’s product candidates, if approved, fails to achieve market acceptance, the Company may never become profitable. Even if the Company achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. The Company intends to cover its future operating expenses through cash and cash equivalents, marketable securities, and through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. Additional financing may not be available to the Company when needed and, if available, financing may not be obtained on terms favorable to the Company or its stockholders. While the Company expects its existing cash and cash equivalents and marketable securities will enable it to fund operations and capital expenditure requirements for at least the next twelve months, it may not have sufficient funds to reach commercialization. Failure to obtain adequate financing when needed may require the Company to delay, reduce, limit or terminate some or all of its development programs or future commercialization efforts or grant rights to develop and market product candidates that the Company might otherwise prefer to develop and market itself, which could adversely affect the Company’s ability to operate as a going concern. If the Company raises additional funds from the issuance of equity securities, substantial dilution to existing stockholders may result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations, as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of warrants, stock-based compensation, the valuation allowance for deferred tax assets, preclinical and clinical trial accruals, and the valuation of build-to-suit lease assets. The Company bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties Contingencies The Company records accruals for loss contingencies to the extent that the Company concludes it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause a change in the potential amount of the liability recorded or of the range of potential losses disclosed. |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities The Company invests its excess funds in investment grade short- to intermediate-term corporate debt securities, commercial paper, government sponsored securities and foreign government bonds and classifies these investments as available-for-sale. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents and all investments purchased with original maturities of greater than three months as marketable securities. Marketable securities with original maturities of 12 months or less are classified as short-term and marketable securities with original maturities greater than 12 months are classified as long-term. All marketable securities are reported at fair value and any unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss), net of tax, in the consolidated statement of stockholders’ equity (deficit), with the exception of unrealized losses believed to be other-than-temporary, which are recorded within other income (expense) in the current period. Realized gains and losses are included in other income (expense) in the consolidated statements of operations. Realized gains and losses from the sale of the securities and the amounts, net of tax, reclassified out of accumulated other comprehensive income, if any, are determined on a specific identification basis. The Company periodically evaluates whether declines in fair values of its investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value and the Company’s strategy and intentions for holding the investment. There were no other than temporary impairments recorded in 2016 or 2015. The Company had no investments in 2014. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institutions. While the Company maintains cash deposits in FDIC insured financial institutions in excess of federally insured limits, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on such accounts. The Company has funded a certificate of deposit (CD) as a substitute letter of credit for one of the leased properties. This CD is reported as long-term restricted cash and is included in other assets on the consolidated balance sheet as the landlord is the beneficiary of the account and the Company is not able to access the funds during the term of the lease. |
Property and Equipment | Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to net loss during the financial period in which they are incurred. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or the life of the asset On disposal or impairment of property and equipment, the cost and related accumulated depreciation is removed from the consolidated financial statements and the net amount, less any proceeds, is included in other income / (loss) in the consolidated statement of operations. The Company is deemed to be the owner, for accounting purposes, during the construction phase of certain long-lived assets under build-to-suit lease arrangements because of its involvement with the construction, its exposure to any potential cost overruns and its other commitments under the arrangements. In these cases, the Company recognizes a build-to-suit lease asset under construction and a corresponding build-to-suit lease liability on the consolidated balance sheets. Upon completion of construction, the Company evaluates the de-recognition of the asset and liability under the provisions of ASC 840-40 Leases – Sales-Leaseback Transactions |
Intangible Assets | Intangible Assets Intangible assets consist of the cost of reacquiring a technology license in the asset purchase of Inex Bio. The Company calculates amortization expense for acquired technology licenses using the straight-line method over the estimated useful lives, which is 4 years. |
Patents | Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expenses in the consolidated statements of operations. |
Impairments | Impairments The Company’s long-lived assets include property, plant and equipment and intangible assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the asset using a discount rate determined by management to be commensurate with the risk inherent to the Company’s current business model. There were no impairment losses recognized during the years ended December 31, 2016, 2015 and 2014. |
Transactions with Related Parties | Transactions with Related Parties As outlined in Note 8, the Company has various agreements with different related parties. Some are billed and settled in cash monthly. Others are billed quarterly and settled in cash the following month. Monthly accruals are made for all quarterly billing arrangements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses 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 the Company 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, valuation of these products does not entail a significant degree of judgment. The Company’s Level 1 assets consist of bank deposits and money market funds. • Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. The Company’s 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. The Company’s Level 3 liability includes a warrant derivative liability. During the years ended December 31, 2016 and 2015, no transfers were made into or The Company utilizes a third-party pricing service to assist in obtaining fair value pricing for investments. Inputs are documented in accordance with the fair value disclosure hierarchy. |
Preclinical and Clinical Trial Accruals | Preclinical and As part of the process of preparing the financial statements, the Company is required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company estimates clinical trial and research agreement related expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on the Company’s behalf. In accruing clinical and research related fees, the Company estimates the time period over which services will be performed and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Payments made to third parties under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered. |
Lease Obligations | Lease Obligations The Company categorizes leases at their inception as either operating or capital leases. On certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays that defer the commencement date of required payments. Additionally, incentives the Company receives for leases categorized as operating leases are treated as a reduction of cost over the term of the agreement. The Company establishes assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent the Company is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If the Company continues to be the deemed owner, the facilities are accounted for as financing leases. |
Stock Repurchases | Stock Repurchases In November 2015, the board of directors approved a share repurchase program (2015 Share Repurchase Program) allowing the CEO or CFO, on behalf of the Company, to repurchase from time to time, in the open market or in privately negotiated transactions, up to $50.0 million of the Company’s outstanding shares of common stock, exclusive of any commissions, markups or expenses. The timing and amounts of any purchases will be based on market conditions and other factors, including price, regulatory requirements and other corporate considerations. The 2015 Share Repurchase Program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. The Company expects to finance the purchases with existing cash balances. As it is the intent for the repurchased shares to be retired, the Company has elected to account for the shares repurchased under the constructive retirement method. For shares repurchased in excess of par, the Company will allocate the excess value to accumulated deficit. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue The Company derives substantially all of its revenue from non-exclusive license agreements with numerous pharmaceutical and biotechnology companies granting them the right to use the Company’s cell lines and intellectual property for non-clinical use. These license agreements generally include nonrefundable upfront fees and annual research license fees for such use, as well as commercial fees for sales of the licensees’ products developed or manufactured using the Company’s intellectual property and cell lines. The Company’s license agreements also may include milestone payments, although to date, the Company has not generated any revenue from milestone payments. The Company recognizes revenue when (i) persuasive evidence of an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the fees are fixed or determinable; and (iv) collectability is reasonably assured. When entering into an arrangement, the Company first determines whether the arrangement includes multiple deliverables and is subject to accounting guidance in Accounting Standards Codification (ASC) Subtopic 605-25, Multiple-Element Arrangements An element qualifies as a separate unit of accounting when the delivered element has standalone value to the customer. The Company’s agreements do not include a general right of return relative to delivered elements. Any delivered elements that do not qualify as separate units of accounting are combined with other undelivered elements within the arrangement as a single unit of accounting. If the arrangement constitutes a single combined unit of accounting, the Company determines the revenue recognition method for the combined unit of accounting and recognizes the revenue over the period from inception through the date the last deliverable within the single unit of accounting is delivered. License rights and non-contingent deliverables, such as knowledge transfer, do not have standalone value as they are not sold separately and they cannot be resold and, consequently are considered a single unit of accounting. Therefore, license revenue in the form of upfront payments is deferred and recognized over the applicable period of the Company’s substantive performance obligations or the period the rights granted are in effect. The Company recognizes a milestone payment when earned if it is substantive and the Company has no ongoing performance obligations related to the milestone. A milestone payment is considered substantive if it 1) is commensurate with either the Company’s performance to achieve the milestone or the enhanced value of the delivered item as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; 2) relates solely to past performance; and 3) is reasonable relative to all of the deliverables and payment terms, including other potential milestone consideration within the arrangement. The Company records any amounts received prior to satisfying the revenue recognition criteria as deferred revenue in the accompanying consolidated balance sheets. |
Research and Development Costs | Research and Development Costs Major components of research and development costs include cash compensation, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Costs incurred in research and development are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation expense related to stock options granted to employees and members of its board of directors by estimating the fair value of each stock option on the date of grant using the Black-Scholes options-pricing model. For awards subject to service-based vesting conditions, stock-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of restricted stock units is determined by the closing market price of the Company’s common stock on the date of grant and is also recognized over the vesting period using the straight-line method. For performance-based awards to employees (i) the fair value of the award is determined on the grant date, (ii) the Company assesses the probability of the individual milestones under the award being achieved, and (iii) the fair value of the shares subject to the milestone is expensed over the service period commencing once management believes the performance criteria is probable of being met. The Company also accounts for equity instruments issued to non-employees using a fair value approach under ASC Subtopic 505-50, Equity-Based Payments to Non-Employees In the second quarter of 2016, the Company implemented Financial Accounting Standards Board (FASB) Accounting Standard Update (ASU) 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized. The Company recognizes uncertain tax positions when the positions will be more likely than not upheld on examination by the taxing authorities based solely upon the technical merits of the positions. The Company recognizes interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. The Company did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2016 and 2015. The Company is subject to U.S. federal income tax, as well as income tax in California and other states. The federal returns for tax years 2013 through 2016 remain open to examination; the California returns remain subject to examination for tax years 2012 through 2016. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authority. All other state jurisdictions remain open to examination. No income tax returns are currently under examination by taxing authorities. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive loss is composed of net loss and other comprehensive loss. The Company's other comprehensive loss consists of unrealized gains and losses on marketable securities classified as available-for-sale. |
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 by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2016 2015 2014 Outstanding options 6,307,384 8,777,893 5,138,410 Outstanding restricted stock units 814,456 1,129,638 — Outstanding warrants 17,768,314 17,819,616 1,850,937 Total 24,890,154 27,727,147 6,989,347 Amounts in the table above reflect the common stock equivalents of the noted instruments. |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (CODM) is its Chief Executive Officer (CEO). The Company views its operations and manages its business as a single operating and reporting segment. All assets of the Company were held in the United States as of December 31, 2016 and 2015. Although all operations are based in the United States, the Company generated a portion of its revenue in prior years from customers outside of the United States. Information about the Company’s revenue from the different geographic regions for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ 44 $ 191 $ 371 Europe — 21 220 Other non-U.S. — 24 50 Total $ 44 $ 236 $ 641 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Not Yet Adopted In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. Adoption of ASU 2016-18 is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Adoption of ASU 2016-13 is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures. In February 2016, the FASB issued ASU 2016-02, Leases In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Adoption of ASU 2016-01 is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures. In May 2014, the FASB issued guidance codified in ASC Topic 606, ASU 2014-09, Revenue Recognition—Revenue from Contracts with Customers Revenue Recognition doption of ASU 2014-09 is not expected to have a significant impact, the Company is currently evaluating the impact of the adoption on the Company’s consolidated financial statements and disclosures. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or the life of the asset |
Securities Excluded from the Computation of Potentially Dilutive Securities | The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2016 2015 2014 Outstanding options 6,307,384 8,777,893 5,138,410 Outstanding restricted stock units 814,456 1,129,638 — Outstanding warrants 17,768,314 17,819,616 1,850,937 Total 24,890,154 27,727,147 6,989,347 Amounts in the table above reflect the common stock equivalents of the noted instruments. |
Schedule of Revenue from Different Geographic Regions | Information about the Company’s revenue from the different geographic regions for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 United States $ 44 $ 191 $ 371 Europe — 21 220 Other non-U.S. — 24 50 Total $ 44 $ 236 $ 641 |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Financial Statement Details [Abstract] | |
Prepaid Expenses and Other Current Assets | As of December 31, 2016 and 2015, prepaid expenses and other current assets were made up of (in thousands): As of December 31, 2016 2015 Interest receivable - marketable securities $ 1,484 $ 911 Prepaid services 1,191 631 Prepaid insurance 531 466 Equipment deposits 482 — Prepaid license fees 462 101 Prepaid rent 360 — Prepaid legal fees 350 350 Tax refund receivable 95 646 Other 180 — $ 5,135 $ 3,105 |
Property, Plant and Equipment, Net | As of December 31, 2016 and 2015, property, plant and equipment was made up of (in thousands): As of December 31, 2016 2015 Construction in progress $ 6,939 $ 5,136 Equipment 5,458 241 Building under build-to-suit lease 4,348 — Leasehold improvements 2,367 182 Software 769 6 Furniture & fixtures 203 125 20,084 5,690 Accumulated depreciation (1,178 ) (167 ) $ 18,906 $ 5,523 |
Intangible Assets, Net | As of December 31, 2016 and 2015, intangible assets were made up of (in thousands): As of December 31, 2016 2015 Technology license $ 9,042 $ 8,636 Less accumulated amortization (3,956 ) (1,344 ) $ 5,086 $ 7,292 |
Future Estimated Amortization Expense | Future estimated amortization expense related to the Company’s technology license for the next five years and thereafter is as follows (in thousands): Years ending December 31: 2017 $ 2,260 2018 2,260 2019 566 2020 — 2021 — Thereafter — $ 5,086 |
Other Assets | As of December 31, 2016 and 2015, other assets were made up of (in thousands): As of December 31, 2016 2015 Equipment not placed in service $ 362 $ 624 Restricted cash 179 — Security deposit 137 344 Software license and implementation costs 110 391 $ 788 $ 1,359 |
Accrued Expenses | As of December 31, 2016 and 2015, accrued expenses were made up of (in thousands): As of December 31, 2016 2015 Accrued bonus $ 1,732 $ 1,359 Accrued construction costs 1,243 132 Accrued professional and service fees 1,008 367 Accrued compensation 898 348 Accrued preclinical and clinical trial costs 662 — Accrued software license fees 121 — Accrued franchise and property taxes 62 225 Other 138 144 $ 5,864 $ 2,575 |
Other Current Liabilities | As of December 31, 2016 and 2015, other current liabilities were made up of (in thousands): As of December 31, 2016 2015 Build-to-suit lease liability - current portion $ 281 $ 131 Financing obligation - current portion 253 — Deferred rent - current portion 197 5 Other 160 — $ 891 $ 136 |
Investment Income, Net | Net investment income includes interest income from all bank accounts as well as marketable securities, dividend income, net realized gains or losses on sales of investments and the amortization of the premiums and discounts of the investments and is as follows for the years ended December 31, 2016, 2015 and 2014 (in thousands). Year Ended December 31, 2016 2015 2014 Interest income $ 5,168 $ 312 $ 20 Investment amortization accretion expense, net (2,182 ) (38 ) — Dividend income — 213 — Net realized gains on investments 111 2,501 — $ 3,097 $ 2,988 $ 20 |
Cash Equivalents and Marketab30
Cash Equivalents and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Schedule of Cash Equivalents and Marketable Securities Available-for-Sale | At December 31, 2016 and 2015, the Company’s cash equivalents and marketable securities are detailed below (in thousands). There were no investments at December 31, 2014. December 31, 2016 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Government sponsored securities $ 22,252 $ 21 $ (1 ) $ 22,272 Corporate debt securities 165,605 40 (76 ) 165,569 Foreign government bonds 5,004 — (2 ) 5,002 Subtotal current 192,861 61 (79 ) 192,843 Noncurrent: Government sponsored securities 17,018 2 (38 ) 16,982 Corporate debt securities 69,414 71 (290 ) 69,195 Foreign government bonds 1,405 — (11 ) 1,394 Subtotal noncurrent 87,837 73 (339 ) 87,571 Total $ 280,698 $ 134 $ (418 ) $ 280,414 December 31, 2015 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Commercial paper $ 29,899 $ 13 $ — $ 29,912 Corporate debt securities 99,600 2 (109 ) 99,493 Foreign government bonds 6,951 — (7 ) 6,944 Subtotal current 136,450 15 (116 ) 136,349 Noncurrent: Corporate debt securities 51,215 1 (85 ) 51,131 Foreign government bonds 4,011 — (7 ) 4,004 Subtotal noncurrent 55,226 1 (92 ) 55,135 Total $ 191,676 $ 16 $ (208 ) $ 191,484 |
Available-for-Sale Investments in Unrealized Loss Position | Available-for-sale investments that had been in an unrealized loss position for less than 12 months and for more than 12 months at December 31, 2016 and 2015 are as follows (in thousands): December 31, 2016 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Government sponsored securities $ 17,204 $ (39 ) $ — $ — Corporate debt securities 150,320 (366 ) — — Foreign government bonds 6,396 (13 ) — — Total $ 173,920 $ (418 ) $ — $ — December 31, 2015 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 141,320 $ (194 ) $ — $ — Foreign government bonds 10,947 (14 ) — — Total $ 152,267 $ (208 ) $ — $ — |
Schedule of Realized Gains and Losses on Sales or Maturities of Available-for-Sale Securities | The Company recorded realized gains and losses on sales or maturities of available-for-sale securities as follows (in thousands): Gross Realized Gains Gross Realized Losses Net Realized Gains 2016 $ 190 $ (79 ) $ 111 2015 2,501 — 2,501 2014 — — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 at December 31, 2016 and 2015 (in thousands): December 31, 2016 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents* $ 2,005 $ — $ 2,005 $ — Government sponsored securities 22,272 — 22,272 — Corporate debt securities 163,564 — 163,564 — Foreign government bonds 5,002 — 5,002 — Noncurrent: Government sponsored securities 16,982 — 16,982 — Corporate debt securities 69,195 — 69,195 — Foreign government bonds 1,394 — 1,394 — Total assets measured at fair value $ 280,414 $ — $ 280,414 $ — * This amount excludes $6.1 million in depository institutions that are classified as Level 1 assets. December 31, 2015 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents* $ 18,039 $ — $ 18,039 $ — Commercial paper 24,917 — 24,917 — Corporate debt securities 86,450 — 86,450 — Foreign government bonds 6,943 — 6,943 — Noncurrent: Corporate debt securities 51,131 — 51,131 — Foreign government bonds 4,004 — 4,004 — Total assets measured at fair value $ 191,484 $ — $ 191,484 $ — * This amount excludes $157.9 million in depository institutions that are classified as Level 1 assets. |
Schedule of Financial Instrument Using Significant Unobservable Inputs (Level 3) Measured at Fair Value | Activity for the financial instrument using significant unobservable inputs (Level 3) measured at fair value is presented in the table below (in thousands): Warrant Derivative Liability Balance December 31, 2013 $ 19 Adjustment to estimated fair value 158 Balance at December 31, 2014 177 Adjustment to estimated fair value 1,366 Warrant exercised (1,543 ) Balance at December 31, 2015 $ — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | The following table summarizes our future minimum lease payments at December 31, 2016 (in thousands). Common area maintenance costs and taxes are not included in these payments. Years ending December 31: 2017 $ 4,076 2018 4,094 2019 4,108 2020 4,056 2021 3,435 Thereafter 5,594 Total minimum lease payments $ 25,363 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Summary of Common Stock Repurchases | A summary of common stock repurchases for the year ended December 31, 2016 is as follows: Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum approximate dollar value of shares that may yet be purchased under the plans or programs February 300,000 $ 8.50 300,000 $47.5 million May 346,200 $ 6.77 646,200 $45.1 million June 582,400 $ 7.56 1,228,600 $40.7 million August 335,440 $ 7.01 1,564,040 $38.4 million September 30,000 $ 7.40 1,594,040 $38.1 million November 439,618 $ 7.14 2,033,658 $35.0 million December 124,286 $ 6.45 2,157,944 $34.2 million Total 2,157,944 $ 7.33 |
Summary Of Changes In Securities | The following summarizes changes in securities in conjunction with the 2014 Securities Purchase Agreement: Class A common stock Class B common stock Series C preferred stock Warrants to purchase Class A common stock Options to purchase Class A common stock Share Balance in April 2014 prior to 2014 Securities Purchase Agreement 1,158,394 1,763,609 — 763,841 3,056,702 Exchange of Founder Warrant (Note 6) — — — (156,109 ) 740,600 Conversion of 2013 Promissory Note (Note 13) — — 771,458 192,865 — Conversion of 2009 Convertible Notes (Note 13) 985,229 — — — — Exchange the CA Warrant and the PA Warrant associated with 2009 Convertible notes (Note 13) 3,052,608 — — — — Exchange of Other Creditor debt (Note 13) 345,228 — — — — Exchange of Side Agreement Notes (Note 13) 192,341 — — — — Sale of Units in 2014 Securities Purchase Agreement (see above) — — 4,983,526 1,245,881 — Cash commission to placement agent paid in Class A common stock (Note 13) 34,715 — — — — Exchange of placement agent warrant for stock (see above) — 763,151 — (193,413 ) — Issuance of placement agent warrant associated with 2014 Securities Purchase Agreement (see below) — — — 199,341 — Share balance after closing of 2014 Securities Purchase Agreement 5,768,515 2,526,760 5,754,984 2,052,406 3,797,302 |
Summary Of Common Stock Reserved For Issuance | The following table summarizes the common shares reserved for issuance on exercise or vesting of various awards at December 31, 2016: Issued and outstanding stock options 6,307,384 Issued and outstanding restricted stock units 814,456 Outstanding financing warrants 179,064 Outstanding officer warrants 17,589,250 Total shares reserved for future issuance 24,890,154 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock Based Compensation Expenses Included on Operations Statement | The following table presents all stock-based compensation as included on the Company’s consolidated statements of operations (in thousands): For the Year Ended December 31, 2016 2015 2014 Stock-based compensation expense: Warrants for common stock to an officer $ 50,502 $ 141,901 $ — Warrants for common stock to an officer and a director related to Inex Bio, Inc. acquisition — 22,747 — Employee stock options 14,720 25,498 485 Non-employee stock options — 3,300 76 Employee restricted stock units 8,166 17,505 228 Non-employee restricted stock units 464 270 — $ 73,852 $ 211,221 $ 789 Stock-based compensation expense in operating expenses: Research and development $ 852 $ 1,221 $ 222 Selling, general and administrative 73,000 210,000 567 $ 73,852 $ 211,221 $ 789 |
Summarizes Stock Option Activity Under Equity Intensive Plan | The following table summarizes stock option activity under all equity incentive plans for the years ended December 31, 2016, 2015 and 2014: Number of Shares Weighted- Average Exercise Aggregate Intrinsic Value (in 000) Weighted- Average Remaining Contractual (in years) Outstanding at December 31, 2013 1,727 $ 0.41 $ — 1.3 Options granted 5,971,087 $ 0.77 Options exercised (833,173 ) $ 0.22 Options forfeited/canceled (1,231 ) $ 0.41 Outstanding at December 31, 2014 5,138,410 $ 0.85 $ 5,298 9.7 Options granted 5,713,899 $ 7.92 Options exercised (1,127,105 ) $ 0.86 Options forfeited/canceled (947,311 ) $ 1.87 Outstanding at December 31, 2015 8,777,893 $ 5.36 $ 116,273 7.2 Options exercised (2,398,882 ) $ 0.76 Options forfeited/canceled (71,627 ) $ 2.00 Outstanding at December 31, 2016 6,307,384 $ 7.14 $ 19,100 6.4 Vested and Exercisable at December 31, 2016 5,210,756 $ 8.18 $ 15,227 7.3 |
Summary of Options Outstanding and Vested | The following table provides a summary of options outstanding and vested as of December 31, 2016: Exercise Prices Number Outstanding Weighted- Average Life (in years) Number Exercisable Weighted- Average Life (in years) $0.22 134,807 7.2 134,807 7.2 $0.42 589,660 7.9 589,660 7.9 $1.76 999,682 8.0 999,682 8.0 $2.00 1,276,285 8.1 1,221,126 8.1 $2.20 1,851,500 2.2 810,031 2.2 $25.00 1,455,450 8.6 1,455,450 8.6 6,307,384 6.4 5,210,756 7.3 |
Weighted Average of Fair Value of Options Under Black-Scholes Option-Pricing Model | The Company uses a Black-Scholes option-pricing model to determine the fair value of stock-based compensation under ASC Topic 718, Stock Compensation Years Ended December 31, 2015 2014 Employee Grants Non-Employee Grants Employee Grants Non-Employee Grants Expected term (years) 4.0 - 5.5 8.4 - 9.9 5.0 - 5.6 9.3 - 9.9 Risk-free interest rate 1.5% - 1.8% 0% - 2.4% 1.6% - 1.9% 2.20% Expected volatility 80% 80% 81% - 91% 81% Dividend yield 0% 0% 0% 0% Weighted-average measurement date fair value $ 12.08 $ 15.25 $ 0.53 $ 0.18 |
Restricted Stock Units (RSUs) Activity | The following table summarizes the restricted stock units (RSUs) activity under the 2015 Plan: Number of Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Unvested balance at December 31, 2014 — $ — Granted 1,614,788 $ 21.86 Vested (485,150 ) $ 25.00 Unvested balance at December 31, 2015 1,129,638 $ 20.51 Granted 407,800 $ 7.76 Vested (537,982 ) $ 23.75 Forfeited/canceled (185,000 ) $ 11.75 Unvested balance at December 31, 2016 814,456 $ 13.98 |
Summary of Warrant Activity | The following table summarizes the Company’s warrant activity: Outstanding at December 31, 2014 1,850,937 Warrants granted 20,791,842 Warrants exercised (4,677,101 ) Warrants forfeited (146,062 ) Outstanding at December 31, 2015 17,819,616 Warrants exercised (51,302 ) Outstanding at December 31, 2016 17,768,314 Vested and exercisable at December 31, 2016 12,769,264 |
2015 Equity Incentive Plan | |
Reserved Authorized Shares Of Common Stock For Future Grants Of Equity Awards | At December 31, 2016, the Company has reserved authorized shares of common stock for future grants of equity awards as follows: Shares approved for 2015 Equity Incentive Plan 3,500,000 Shares remaining from 2014 Equity Incentive Plan 749,857 Total shares authorized under the 2015 Plan 4,249,857 Grants (3,070,238 ) Forfeitures added back to available pool 947,063 Shares reserved for future grants as of December 31, 2015 2,126,682 Grants (407,800 ) Add backs approved under the Plan: Forfeitures 185,000 Net share settlement 225,754 Shares repurchased 615,392 Shares reserved for future grants as of December 31, 2016 2,745,028 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Taxes | The amount of loss before taxes is (in thousands): Year Ended December 31, 2016 2015 2014 U.S. loss before taxes $ (118,743 ) $ (235,750 ) $ (6,184 ) Foreign loss before taxes (2,638 ) (1,427 ) — Loss before income taxes $ (121,381 ) $ (237,177 ) $ (6,184 ) |
Summary of Income Tax (Benefit) Expense | Income tax (benefit) expense for the years ended December 31, 2016, 2015 and 2014 consists of the following (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ — $ — State 3 1 1 Foreign — — — Total Current 3 1 1 Deferred: Federal — — — State — — — Foreign (575 ) (302 ) — Total Deferred (575 ) (302 ) — Income tax (benefit) expense $ (572 ) $ (301 ) $ 1 |
Components of Net Deferred Tax Assets and Liabilities | The components that comprise the Company’s net deferred tax assets at December 31, 2016 and 2015 consist of the following (in thousands): Year Ended December 31, 2016 2015 Deferred tax assets: Stock compensation $ 87,239 $ 67,559 Net operating loss carryforwards 37,507 — Leases and other accrued liabilities 2,096 389 Accrued compensation 808 572 Depreciation and amortization — 624 Total deferred tax assets 127,650 69,144 Deferred tax liabilities: Foreign intangibles (996 ) (1,165 ) Depreciation and amortization (309 ) — Total deferred tax liabilities (1,305 ) (1,165 ) Net deferred tax assets 126,345 67,979 Valuation allowance (127,341 ) (69,144 ) Net deferred tax liability $ (996 ) $ (1,165 ) |
Reconciliation of Federal Statutory Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended December 31, 2016 2015 2014 Tax computed at federal statutory rate 34.0 % 34.0 % 34.0 % Section 382/383 NOL 8.6 (3.5 ) (40.0 ) State income taxes, net of federal tax benefit 3.6 2.6 4.8 Tax rate adjustment 1.5 — 0.5 Research and development credits 1.3 0.1 0.7 Stock-based compensation (0.3 ) (0.4 ) (1.1 ) Other (0.5 ) (3.8 ) (7.3 ) Valuation Allowance (47.7 ) (28.9 ) 8.4 Effective income tax rate 0.5 % 0.1 % — % |
Summarizes of Changes in Unrecognized Tax Benefits | The following table summarizes the changes to the amount of unrecognized tax benefits (in thousands): Unrecognized tax benefits at December 31, 2014 $ — Increase for prior year tax positions 120 Increase for current year tax positions 1,083 Unrecognized tax benefits at December 31, 2015 1,203 Decrease for prior year tax positions (1,203 ) Increase for prior year tax positions 2,578 Increase for current year tax positions 2,056 Unrecognized tax benefits at December 31, 2016 $ 4,634 |
Investment In Inex Bio, Inc (Ta
Investment In Inex Bio, Inc (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Purchase Price Paid to Inex Bio | The following summarizes the net consideration paid to Holdings (in thousands): Consideration Total Cash $ 6,518 Fair value of warrants 22,747 Less cash paid to acquire shares in Inex Bio (1,100 ) Net consideration $ 28,165 |
Summary of Assets and Liabilities Assumed | The following table summarizes the assets acquired and liabilities assumed (in thousands): Cash $ 763 Intangible assets—reacquired rights of Company technology 8,636 Other assets 42 Investment in Inex Bio (221 ) Deferred tax liability (1,467 ) Accounts payable (1 ) Total assets acquired and liabilities assumed $ 7,752 |
Inex Bio Inc | |
Summary of Purchase Price Paid to Inex Bio | The purchase price paid to acquire Inex Bio from the other owners is as follows (in thousands): Consideration Total Cash paid by InexBio Holdings, LLC $ 1,100 Cash paid by Company 1,482 Fair value of warrants 5,170 Aggregate purchase price $ 7,752 |
Summarized Quarterly Data (Un37
Summarized Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Table Text Block Supplement [Abstract] | |
Summary of Quarterly Data (Unaudited) | The table below presents unaudited quarterly data for fiscal 2016 and 2015 (in thousands, except for share and per share amounts): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2016 Revenue $ 6 $ 12 $ 12 $ 14 Operating expenses 31,622 34,977 32,787 25,157 Operating loss (31,616 ) (34,965 ) (32,775 ) (25,143 ) Net loss (30,677 ) (33,997 ) (31,897 ) (24,238 ) Net loss per share - basic and diluted $ (0.38 ) $ (0.41 ) $ (0.39 ) $ (0.29 ) Shares used in calculating net loss per share - basic and diluted 81,574,709 81,959,248 82,154,219 82,235,571 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2015 Revenue $ 120 $ 91 $ 10 $ 15 Operating expenses 32,221 130,486 46,467 29,938 Operating loss (32,101 ) (130,395 ) (46,457 ) (29,923 ) Net loss (32,849 ) (130,893 ) (46,312 ) (26,822 ) Net loss per share - basic and diluted $ (0.54 ) $ (1.99 ) $ (0.60 ) $ (0.33 ) Shares used in calculating net loss per share - basic and diluted 61,137,625 65,789,041 77,837,586 81,247,430 |
Description of Business and B38
Description of Business and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 10, 2015 | Jul. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Jan. 01, 2016USD ($) |
Description Of Business And Basis Of Presentation [Line Items] | ||||||
Forward stock split of its outstanding common stock | 1.8515 | |||||
Proceeds from sale of common stock | $ 221,500 | |||||
Underwriting discounts, commissions and offering expenses | $ 16,800 | |||||
Accumulated deficit | $ (387,063) | $ (250,376) | $ 31,000 | |||
Net cash used in operating activities | $ (38,593) | $ (25,305) | $ (5,418) | |||
Common Stock | ||||||
Description Of Business And Basis Of Presentation [Line Items] | ||||||
Forward stock split of its outstanding common stock | 1.8515 | |||||
Common stock sold | shares | 0 | |||||
Initial Public Offering | ||||||
Description Of Business And Basis Of Presentation [Line Items] | ||||||
Common stock price per share | $ / shares | $ 25 | |||||
Proceeds from sale of common stock | $ 221,500 | |||||
Underwriting discounts, commissions and offering expenses | $ 16,800 | |||||
Initial Public Offering | Common Stock | ||||||
Description Of Business And Basis Of Presentation [Line Items] | ||||||
Common stock sold | shares | 9,531,200 | 9,531,200 | ||||
Series B Preferred Stock | ||||||
Description Of Business And Basis Of Presentation [Line Items] | ||||||
Common stock, conversion basis | In March 2014, the Company entered into a definitive merger and share exchange agreement pursuant to which the Company redomesticated from the State of Illinois to the State of Delaware and the Illinois Company ceased to exist (the Redomestication). In connection with the Redomestication, the holders of Class A and Class B common stock received one share of Class A and Class B common stock of the Delaware Company, respectively, in exchange for fifteen shares of the Illinois Company. The holders of Series B preferred stock received one share of Series B preferred stock of the Delaware Company in exchange for one share of the Illinois Company. The holders of any options, warrants or other securities are subject to adjustment based on the ratio of 1 for 15. All share numbers and per share prices in the accompanying consolidated financial statements have been adjusted to reflect the 1 for 15 exchange. | |||||
Forward stock split of its outstanding common stock | 0.067 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 30, 2015 | |
Accounting Policies [Line Items] | ||||
Cash and cash equivalents original maturities | 3 months | |||
Maximum original maturity period of short-term marketable securities | 12 months | |||
Minimum original maturity period of long-term marketable securities | 12 months | |||
Other than temporary impairments for marketable securities | $ 0 | $ 0 | ||
Marketable securities, investments | $ 0 | |||
Estimated useful lives of intangible assets | 4 years | |||
Impairment losses of long-lived assets | $ 0 | 0 | $ 0 | |
Fair value inputs, transfers into or out of Level 1, 2 or 3 categories | 0 | 0 | ||
Total amount authorized for repurchase | $ 50,000,000 | |||
Accrued interest or penalties associated with uncertain tax positions | $ 0 | $ 0 | ||
Minimum | ||||
Accounting Policies [Line Items] | ||||
Marketable securities original maturities | 3 months | |||
Minimum | California | ||||
Accounting Policies [Line Items] | ||||
Tax year open for examination | 2,012 | |||
Minimum | Federal | ||||
Accounting Policies [Line Items] | ||||
Tax year open for examination | 2,013 | |||
Maximum | California | ||||
Accounting Policies [Line Items] | ||||
Tax year open for examination | 2,016 | |||
Maximum | Federal | ||||
Accounting Policies [Line Items] | ||||
Tax year open for examination | 2,016 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Buildings | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 39 years |
Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Furniture And Fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
IT Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives, term | The lesser of the lease term or the life of the asset |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 24,890,154 | 27,727,147 | 6,989,347 |
Employee Stock Option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 6,307,384 | 8,777,893 | 5,138,410 |
Outstanding Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 814,456 | 1,129,638 | 0 |
Outstanding Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 17,768,314 | 17,819,616 | 1,850,937 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Schedule of Revenue from Different Geographic Regions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 14 | $ 12 | $ 12 | $ 6 | $ 15 | $ 10 | $ 91 | $ 120 | $ 44 | $ 236 | $ 641 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 44 | 191 | 371 | ||||||||
Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 0 | 21 | 220 | ||||||||
Other non-U.S. | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 0 | $ 24 | $ 50 |
Financial Statement Details - P
Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial Statement Details [Abstract] | ||
Interest receivable - marketable securities | $ 1,484 | $ 911 |
Prepaid services | 1,191 | 631 |
Prepaid insurance | 531 | 466 |
Equipment deposits | 482 | 0 |
Prepaid license fees | 462 | 101 |
Prepaid rent | 360 | 0 |
Prepaid legal fees | 350 | 350 |
Tax refund receivable | 95 | 646 |
Other | 180 | 0 |
Total prepaid expenses and other current assets | $ 5,135 | $ 3,105 |
Financial Statement Details -44
Financial Statement Details - Property, plant and equipment, net (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 20,084 | $ 5,690 |
Accumulated depreciation | (1,178) | (167) |
Property, plant and equipment, net | 18,906 | 5,523 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,939 | 5,136 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,458 | 241 |
Building Under Build-to-Suit Lease | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,348 | 0 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,367 | 182 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 769 | 6 |
Furniture And Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 203 | $ 125 |
Financial Statement Details - A
Financial Statement Details - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Financial Statement Details [Line Items] | |||
Depreciation expense related to property, plant and equipment | $ 1,000,000 | $ 100,000 | $ 36,000 |
Property, plant and equipment, gross | 20,084,000 | 5,690,000 | |
Amortization expense | 2,600,000 | 1,300,000 | 0 |
Impairment losses on recognized investments | $ 0 | 0 | $ 0 |
Technology License | |||
Financial Statement Details [Line Items] | |||
Remaining amortization period | 2 years 3 months | ||
El Segundo California | |||
Financial Statement Details [Line Items] | |||
Non cash build to suit lease asset | $ 5,100,000 | ||
Building Under Build-to-Suit Lease | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | 4,348,000 | $ 0 | |
Building Under Build-to-Suit Lease | Culver City California | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | $ 4,300,000 |
Financial Statement Details - I
Financial Statement Details - Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 5,086 | $ 7,292 |
Technology License | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets | 9,042 | 8,636 |
Less accumulated amortization | (3,956) | (1,344) |
Intangible assets, net | $ 5,086 | $ 7,292 |
Financial Statement Details - F
Financial Statement Details - Future Estimated Amortization Expense (Detail) - Technology License $ in Thousands | Dec. 31, 2016USD ($) |
Finite Lived Intangible Assets [Line Items] | |
2,017 | $ 2,260 |
2,018 | 2,260 |
2,019 | 566 |
2,020 | 0 |
2,021 | 0 |
Thereafter | 0 |
Intangible assets, net | $ 5,086 |
Financial Statement Details - O
Financial Statement Details - Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial Statement Details [Abstract] | ||
Equipment not placed in service | $ 362 | $ 624 |
Restricted cash | 179 | 0 |
Security deposit | 137 | 344 |
Software license and implementation costs | 110 | 391 |
Other Assets Noncurrent | $ 788 | $ 1,359 |
Financial Statement Details -49
Financial Statement Details - Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial Statement Details [Abstract] | ||
Accrued bonus | $ 1,732 | $ 1,359 |
Accrued construction costs | 1,243 | 132 |
Accrued professional and service fees | 1,008 | 367 |
Accrued compensation | 898 | 348 |
Accrued preclinical and clinical trial costs | 662 | 0 |
Accrued software license fees | 121 | 0 |
Accrued franchise and property taxes | 62 | 225 |
Other | 138 | 144 |
Accrued Liabilities Current | $ 5,864 | $ 2,575 |
Financial Statement Details -50
Financial Statement Details - Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial Statement Details [Abstract] | ||
Build-to-suit lease liability - current portion | $ 281 | $ 131 |
Financing obligation - current portion | 253 | 0 |
Deferred rent - current portion | 197 | 5 |
Other | 160 | 0 |
Other current liabilities | $ 891 | $ 136 |
Financial Statement Details -51
Financial Statement Details - Investment Income, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Financial Statement Details [Abstract] | |||
Interest income | $ 5,168 | $ 312 | $ 20 |
Investment amortization accretion expense, net | (2,182) | (38) | 0 |
Dividend income | 0 | 213 | 0 |
Net realized gains on investments | 111 | 2,501 | 0 |
Investment income, net | $ 3,097 | $ 2,988 | $ 20 |
Cash Equivalents and Marketab52
Cash Equivalents and Marketable Securities - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2016USD ($)Security | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | |||
Available for sale securities maturity period | 4 years 8 months 12 days | ||
Investments in securities | $ 280,414,000 | $ 191,484,000 | $ 0 |
Maximum | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Available-for-sale securities, period of unrealized loss positions | 12 months | 12 months | |
Commercial Paper | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cash equivalent portions included in current fair values | $ 5,000,000 | ||
Corporate Debt Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cash equivalent portions included in current fair values | $ 2,000,000 | $ 13,000,000 | |
Debt Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Number of available-for-sale securities in unrealized loss positions | Security | 80 |
Cash Equivalents and Marketab53
Cash Equivalents and Marketable Securities - Schedule of Cash Equivalents and Marketable Securities Available-for-Sale (Detail) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | $ 280,698,000 | $ 191,676,000 | |
Unrealized Gains | 134,000 | 16,000 | |
Unrealized Losses | (418,000) | (208,000) | |
Fair Value | 280,414,000 | 191,484,000 | $ 0 |
Current Assets | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 192,861,000 | 136,450,000 | |
Unrealized Gains | 61,000 | 15,000 | |
Unrealized Losses | (79,000) | (116,000) | |
Fair Value | 192,843,000 | 136,349,000 | |
Current Assets | Commercial Paper | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 29,899,000 | ||
Unrealized Gains | 13,000 | ||
Unrealized Losses | 0 | ||
Fair Value | 29,912,000 | ||
Current Assets | Government Sponsored Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 22,252,000 | ||
Unrealized Gains | 21,000 | ||
Unrealized Losses | (1,000) | ||
Fair Value | 22,272,000 | ||
Current Assets | Corporate Debt Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 165,605,000 | 99,600,000 | |
Unrealized Gains | 40,000 | 2,000 | |
Unrealized Losses | (76,000) | (109,000) | |
Fair Value | 165,569,000 | 99,493,000 | |
Current Assets | Foreign Government Bonds | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 5,004,000 | 6,951,000 | |
Unrealized Gains | 0 | 0 | |
Unrealized Losses | (2,000) | (7,000) | |
Fair Value | 5,002,000 | 6,944,000 | |
Noncurrent Assets | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 87,837,000 | 55,226,000 | |
Unrealized Gains | 73,000 | 1,000 | |
Unrealized Losses | (339,000) | (92,000) | |
Fair Value | 87,571,000 | 55,135,000 | |
Noncurrent Assets | Government Sponsored Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 17,018,000 | ||
Unrealized Gains | 2,000 | ||
Unrealized Losses | (38,000) | ||
Fair Value | 16,982,000 | ||
Noncurrent Assets | Corporate Debt Securities | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 69,414,000 | 51,215,000 | |
Unrealized Gains | 71,000 | 1,000 | |
Unrealized Losses | (290,000) | (85,000) | |
Fair Value | 69,195,000 | 51,131,000 | |
Noncurrent Assets | Foreign Government Bonds | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Amortized Cost | 1,405,000 | 4,011,000 | |
Unrealized Gains | 0 | 0 | |
Unrealized Losses | (11,000) | (7,000) | |
Fair Value | $ 1,394,000 | $ 4,004,000 |
Cash Equivalents and Marketab54
Cash Equivalents and Marketable Securities - Available-for-Sale Investments in Unrealized Loss Position (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | $ 173,920 | $ 152,267 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (418) | (208) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 0 | 0 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | 0 | 0 |
Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 17,204 | |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (39) | |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 0 | |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | 0 | |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 150,320 | 141,320 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (366) | (194) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 0 | 0 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | 0 | 0 |
Foreign Government Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 6,396 | 10,947 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (13) | (14) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 0 | 0 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | $ 0 | $ 0 |
Cash Equivalents and Marketab55
Cash Equivalents and Marketable Securities -Schedule of Realized Gains and Losses on Sales or Maturities of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Equivalents And Marketable Securities [Abstract] | |||
Available-for-sale Securities, Gross Realized Gains | $ 190 | $ 2,501 | $ 0 |
Available-for-sale Securities, Gross Realized Losses | (79) | 0 | 0 |
Available-for-sale Securities, Net Realized Gains | $ 111 | $ 2,501 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 280,414 | $ 191,484 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 280,414 | 191,484 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Current Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 5,002 | 6,943 |
Current Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 22,272 | |
Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,005 | 18,039 |
Current Assets | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 24,917 | |
Current Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 163,564 | 86,450 |
Current Assets | Level 1 | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Current Assets | Level 1 | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | Level 1 | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Current Assets | Level 1 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | Level 1 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Current Assets | Level 2 | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 5,002 | 6,943 |
Current Assets | Level 2 | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 22,272 | |
Current Assets | Level 2 | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,005 | 18,039 |
Current Assets | Level 2 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 24,917 | |
Current Assets | Level 2 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 163,564 | 86,450 |
Current Assets | Level 3 | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Current Assets | Level 3 | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | Level 3 | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Current Assets | Level 3 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Current Assets | Level 3 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Noncurrent Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,394 | 4,004 |
Noncurrent Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 16,982 | |
Noncurrent Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 69,195 | 51,131 |
Noncurrent Assets | Level 1 | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Noncurrent Assets | Level 1 | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Noncurrent Assets | Level 1 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Noncurrent Assets | Level 2 | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,394 | 4,004 |
Noncurrent Assets | Level 2 | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 16,982 | |
Noncurrent Assets | Level 2 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 69,195 | 51,131 |
Noncurrent Assets | Level 3 | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Noncurrent Assets | Level 3 | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Noncurrent Assets | Level 3 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 0 | $ 0 |
Fair Value Measurements - Sum57
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash in depository institutions | $ 6.1 | $ 157.9 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instrument Using Significant Unobservable Inputs (Level 3) Measured at Fair Value (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | |||
Derivative Liabilities, Beginning Balance | $ 0 | $ 177 | $ 19 |
Change in value of warrant liability | $ 0 | 1,366 | 158 |
Warrant exercised | (1,543) | ||
Derivative Liabilities, Ending Balance | $ 0 | $ 177 |
Collaboration and License Agr59
Collaboration and License Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 31, 2014 | Feb. 28, 2010 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2009 | Dec. 31, 2003 | Jun. 30, 2013 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Revenue | $ 14,000 | $ 12,000 | $ 12,000 | $ 6,000 | $ 15,000 | $ 10,000 | $ 91,000 | $ 120,000 | $ 44,000 | $ 236,000 | $ 641,000 | ||||||
Intrexon Corporation | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
License agreement term (years) | 17 years | ||||||||||||||||
Agreement one time fee | $ 400,000 | ||||||||||||||||
Milestone payment amount | 0 | 0 | 0 | ||||||||||||||
Revenue | 20,000 | 20,000 | 20,000 | ||||||||||||||
Intrexon Corporation | First IND Filing | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Milestone payment amount | 100,000 | ||||||||||||||||
Intrexon Corporation | First Phase II Clinical Trial | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Milestone payment amount | 100,000 | ||||||||||||||||
Intrexon Corporation | First Phase III Clinical Trial | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Milestone payment amount | 400,000 | ||||||||||||||||
Intrexon Corporation | Commercial Sale Related to Licensed Products | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Milestone payment amount | $ 500,000 | ||||||||||||||||
Fox Chase Cancer Center License Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Royalty expense earned or paid | 0 | 100,000 | 200,000 | ||||||||||||||
Rush University Medical Center License Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Royalty expense earned or paid | 25,000 | 25,000 | $ 100,000 | ||||||||||||||
Period of license agreement | 12 years | ||||||||||||||||
Minimum annual royalty payment | $ 25,000 | ||||||||||||||||
Payments in license agreement | 2,500,000 | ||||||||||||||||
Milestone payments | 0 | 0 | $ 0 | ||||||||||||||
Founder License Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ 3,000,000 | ||||||||||||||||
Exchange of warrants for options, Exercise term | 10 years | ||||||||||||||||
Exchange of warrants for options, Exercisable | 37,030 | ||||||||||||||||
Warrants tendered in exchange for stock options | 156,109 | ||||||||||||||||
Stock option granted in exchange for warrants | 740,600 | ||||||||||||||||
Percentage of equity owned by partners | 7.00% | ||||||||||||||||
Royalty expense earned or paid | $ 0 | ||||||||||||||||
GSH-BSD | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
License agreement termination notice period | 60 days | ||||||||||||||||
Payments for initial license fees | 1,100,000 | ||||||||||||||||
2013 Securities Purchase Agreement | Founder License Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Consideration for the sale of the licensed patents | $ 100,000 | ||||||||||||||||
Minimum financing amount required to issue more stock | $ 1,000,000 | ||||||||||||||||
Ownership interest of the total outstanding common shares | 7.00% | ||||||||||||||||
Common Class A | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Issuance of common stock, Shares | 30,809,800 | ||||||||||||||||
Exchanged warrants, in share | 123,433 | 123,433 | |||||||||||||||
Stock price of warrants | $ 2.44 | ||||||||||||||||
Common Class A | Private Placement Two | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Issuance of common stock, Shares | 26,252,262 | ||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ 49,500,000 | ||||||||||||||||
Minimum | Rush University Medical Center License Agreement | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Minimum sales milestone of license for first year | $ 300,000 | ||||||||||||||||
Sorrento | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Payment received from collaboration agreement | $ 0 | 0 | |||||||||||||||
Sorrento | Common Class A | Private Placement One | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Issuance of common stock, Shares | 4,557,537 | ||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ 8,000,000 | ||||||||||||||||
Sorrento | Common Class A | Private Placement Two | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Issuance of common stock, Shares | 1,060,789 | ||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ 2,000,000 | ||||||||||||||||
Sorrento | Maximum | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Reimbursements for Research and development Projects | $ 2,000,000 | $ 2,000,000 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) | Sep. 01, 2017USD ($) | Jun. 30, 2016USD ($)ft²$ / ft² | Mar. 31, 2016ft² | Jul. 31, 2015USD ($)ft² | Jun. 30, 2015USD ($)ft² | Dec. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2016ft² | Nov. 30, 2015ft² |
Commitments And Contingencies [Line Items] | ||||||||||
Liability accrued | $ 0 | |||||||||
Accumulated depreciation on building | 1,178,000 | $ 167,000 | ||||||||
Rent expense | $ 2,700,000 | 1,500,000 | $ 200,000 | |||||||
Woburn, Massachusetts | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Number of square foot of facility leased | ft² | 8,153 | 7,893 | ||||||||
Period of agreement | In June 2016, the lease was amended to add 260 square feet, for a total of 8,153 square feet. The base rent, including the amendment, is $19,000 per month with a $1 per square foot annual increase on each anniversary date. | |||||||||
Term of lease arrangement | 48 months | |||||||||
Lease commencement date | Apr. 29, 2016 | |||||||||
Addition to number of square foot of facility leased | ft² | 260 | |||||||||
Base rent - yearly | $ 19,000 | |||||||||
Annual increase of base rent | $ / ft² | 1 | |||||||||
Commitment; San Diego | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Number of square foot of facility leased | ft² | 44,681 | |||||||||
Base rent - monthly | $ 200,000 | |||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||
Base lease term | 7 years | |||||||||
Sub Lease Agreements | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Base lease term | 1 year | |||||||||
Rent expense | $ 0 | |||||||||
Sublease inception date | Aug. 01, 2015 | |||||||||
Cardiff-by-the-Sea, California | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Number of square foot of facility leased | ft² | 2,550 | |||||||||
Base rent - monthly | $ 12,800 | |||||||||
Lease agreement extended lease period | Aug. 31, 2018 | |||||||||
Cardiff-by-the-Sea, California | Scenario Forecast [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Base rent - monthly | $ 13,200 | |||||||||
El Segundo California | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Non cash build to suit lease asset | $ 5,100,000 | |||||||||
Cary, North Carolina | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Number of square foot of facility leased | ft² | 3,067 | |||||||||
Period of agreement | The term of the lease is 26 months commencing on July 1, 2015. The base rent is $6,000 per month with 3% annual increases on each anniversary date. | |||||||||
Base rent - monthly | $ 6,000 | |||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||
Term of lease arrangement | 26 months | |||||||||
Lease commencement date | Jul. 1, 2015 | |||||||||
Doug St, LLC | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Period of agreement | The lease runs from July 2016 through July 2023. The Company has the option to extend the lease for an additional three year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. | |||||||||
Optional extended lease term | 3 years | |||||||||
Base rent - monthly | $ 100,000 | |||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||
Annual percentage increases to base rent commencement date | Jul. 31, 2017 | |||||||||
Costs incurred | $ 1,800,000 | |||||||||
Non cash build to suit lease asset | $ 5,100,000 | |||||||||
Property and equipment estimated useful lives | 39 years | |||||||||
Doug St, LLC | El Segundo California | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Number of square foot of facility leased | ft² | 24,250 | |||||||||
Doug St, LLC | Research and Development | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Rent expense | $ 100,000 | |||||||||
NantWorks | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Number of square foot of facility leased | ft² | 9,500 | |||||||||
Period of agreement | The license was effective in May 2015 and extends through December 2020. The Company has the option to extend the license through December 2023. The monthly license fee is $47,000 with annual increases of 3% beginning in January 2017. | |||||||||
Base rent - monthly | $ 47,000 | |||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||
Annual percentage increases to base rent commencement date | Jan. 31, 2017 | |||||||||
Costs incurred | $ 3,500,000 | |||||||||
Property and equipment estimated useful lives | 39 years | |||||||||
Accumulated depreciation on building | $ 4,300,000 | |||||||||
NantWorks | Research and Development | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Rent expense | $ 200,000 | $ 200,000 |
Commitment and Contingencies 61
Commitment and Contingencies - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 4,076 |
2,018 | 4,094 |
2,019 | 4,108 |
2,020 | 4,056 |
2,021 | 3,435 |
Thereafter | 5,594 |
Total minimum lease payments | $ 25,363 |
Related Party Agreements - Addi
Related Party Agreements - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2013USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Sep. 30, 2016ft² | Aug. 31, 2016 | Nov. 30, 2015ft² | Jul. 31, 2015shares | |
Related Party Transaction [Line Items] | |||||||||||
Due from related parties | $ 1,089,000 | $ 217,000 | |||||||||
Research and development | 29,153,000 | 11,434,000 | $ 1,595,000 | ||||||||
Selling, general and administrative | 95,391,000 | 227,678,000 | 4,621,000 | ||||||||
Due to related parties | 1,753,000 | 1,352,000 | |||||||||
Outstanding debt principal and interest offset converted into shares | $ 0 | $ 0 | 1,000,000 | ||||||||
Stock issued to offset the loan | shares | 81,983,937 | 81,311,686 | 9,531,200 | ||||||||
Officers | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceed from secured note | 1,200,000 | $ 200,000 | |||||||||
Outstanding debt principal and interest offset converted into shares | $ 23,000 | $ 100,000 | |||||||||
Common Class B | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock issued to offset the loan | shares | 1,681,099 | 5,851,152 | 1,681,099 | ||||||||
Common Class B | Officers | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Restricted stock purchase agreements | shares | 7,532,251 | ||||||||||
Secured promissory notes | $ 1,500,000 | $ 1,500,000 | |||||||||
Percentage of accrued interest | 1.64% | 1.64% | |||||||||
Percentage of accrued interest | 2022-12 | ||||||||||
Doug St, LLC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Period of agreement | The lease runs from July 2016 through July 2023. The Company has the option to extend the lease for an additional three year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. | ||||||||||
Base rent - monthly | $ 100,000 | ||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||
Annual percentage increases to base rent commencement date | Jul. 31, 2017 | ||||||||||
Due from related parties | $ 800,000 | ||||||||||
Costs incurred | 1,800,000 | ||||||||||
Doug St, LLC | El Segundo California | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of square foot of facility leased | ft² | 24,250 | ||||||||||
Doug St, LLC | Research and Development | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Rent expense | 100,000 | ||||||||||
Altor | Minimum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of ownership interest owned by CEO | 20.00% | ||||||||||
NantBioScience | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Research and development | $ 600,000 | $ 500,000 | |||||||||
Research and development expense, ratable payment period | 12 months | ||||||||||
NantWorks | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of square foot of facility leased | ft² | 9,500 | ||||||||||
Base rent - monthly | $ 47,000 | ||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||
Annual percentage increases to base rent commencement date | Jan. 31, 2017 | ||||||||||
Due to related parties | $ 1,700,000 | ||||||||||
Costs incurred | 3,500,000 | ||||||||||
NantWorks | Shared Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Research and development | 2,100,000 | $ 300,000 | |||||||||
Selling, general and administrative | 3,000,000 | 1,000,000 | |||||||||
NantWorks | Reimbursements | Shared Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Research and development | 200,000 | ||||||||||
Selling, general and administrative | 100,000 | ||||||||||
NantWorks | Research and Development | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Rent expense | 200,000 | 200,000 | |||||||||
NantOmics | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Research and development | 200,000 | 100,000 | |||||||||
Due to related parties | $ 0 | ||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | ||||||||||
Related party, agreement renewal term | 1 year | ||||||||||
NanoCav | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Research and development | $ 100,000 | $ 0 | |||||||||
Due to related parties | $ 15,000 | ||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | ||||||||||
Related party, agreement renewal term | 1 year | ||||||||||
Prepaid expenses for research and development | $ 45,000 | ||||||||||
NantCell | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Research and development | $ 200,000 | ||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | ||||||||||
Related party, agreement renewal term | 1 year | ||||||||||
Non refundable upfront payment | $ 500,000 |
Spin-out of Brink Biologics a63
Spin-out of Brink Biologics and Coneksis - Additional Information (Detail) - Spinout - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Brink Biologics Inc | ||
Related Party Transaction [Line Items] | ||
Royalty revenue | $ 21,000 | $ 11,000 |
Number of days due for payment | 30 days | |
Invoiced for services | $ 100,000 | 22,000 |
Amount owed to the company | $ 100,000 | |
Coneksis | ||
Related Party Transaction [Line Items] | ||
Number of days due for payment | 30 days | |
Invoiced for services | $ 19,000 | $ 6,000 |
Amount owed to the company | $ 25,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Jul. 10, 2015 | Jul. 08, 2015USD ($)shares | Jun. 18, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Nov. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Aug. 31, 2016USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | May 31, 2016USD ($)$ / sharesshares | Feb. 29, 2016USD ($)$ / sharesshares | Jul. 31, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Apr. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015$ / sharesshares | Apr. 30, 2014USD ($)$ / sharesshares | Mar. 31, 2014shares | Dec. 31, 2013USD ($)shares | Jun. 30, 2013USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)Director$ / sharesshares | Nov. 30, 2015USD ($) | Dec. 31, 2010USD ($)$ / shares |
Class Of Stock [Line Items] | |||||||||||||||||||||||
Total amount authorized for repurchase | $ | $ 50,000,000 | ||||||||||||||||||||||
Repurchase of common stock, shares | 124,286 | 439,618 | 30,000 | 335,440 | 582,400 | 346,200 | 300,000 | 2,157,944 | 0 | ||||||||||||||
Repurchase of common stock, par value | $ / shares | $ 6.45 | $ 7.14 | $ 7.40 | $ 7.01 | $ 7.56 | $ 6.77 | $ 8.50 | $ 7.33 | |||||||||||||||
Repurchase of common stock, value | $ | $ 15,847,000 | $ 4,798,000 | |||||||||||||||||||||
Broker commissions on the repurchases | $ | 36,000 | ||||||||||||||||||||||
Remained authorized shares for repurchase | $ | $ 34,200,000 | $ 35,000,000 | $ 38,100,000 | $ 38,400,000 | $ 40,700,000 | $ 45,100,000 | $ 47,500,000 | $ 34,200,000 | |||||||||||||||
Forward stock split of its outstanding common stock | 1.8515 | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 | 100,000,000 | 500,000,000 | 500,000,000 | |||||||||||||||||||
Proceeds from issuance of common stock net of issuance costs | $ | $ 7,000,000 | $ 71,000,000 | |||||||||||||||||||||
Common stock, shares issued | 81,983,937 | 9,531,200 | 81,983,937 | 81,311,686 | |||||||||||||||||||
Proceeds from sale of common stock | $ | $ 221,500,000 | ||||||||||||||||||||||
Underwriting discounts, commissions and offering expenses | $ | $ 16,800,000 | ||||||||||||||||||||||
Stock issued to offset the loan | 81,983,937 | 9,531,200 | 81,983,937 | 81,311,686 | |||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 52,000 | $ 7,348,000 | $ 0 | ||||||||||||||||||||
Derivative liability | $ | $ 19,000 | $ 0 | $ 177,000 | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Common stock, shares outstanding | 81,983,937 | 81,983,937 | 81,311,686 | ||||||||||||||||||||
Common Stock Warrant | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Derivative liability | $ | $ 1,500,000 | $ 200,000 | $ 400,000 | ||||||||||||||||||||
Inex Bio Inc | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Stock price of warrants | $ / shares | $ 2 | ||||||||||||||||||||||
Warrants issued to purchase common shares | 3,202,592 | ||||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 6,400,000 | ||||||||||||||||||||||
Officers | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Forward stock split of its outstanding common stock | 1 | ||||||||||||||||||||||
2013 Promissory Note | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Convertible notes payable current | $ | $ 1,000,000 | ||||||||||||||||||||||
Private Placement | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Issuance of common stock, Shares | 3,698,695 | ||||||||||||||||||||||
Proceeds from issuance of common stock net of issuance costs | $ | $ 17,000,000 | ||||||||||||||||||||||
Issuance costs | $ | $ 28,000 | ||||||||||||||||||||||
Common stock, shares issued | 364,638 | 680,000 | |||||||||||||||||||||
Stock issued to offset the loan | 364,638 | 680,000 | |||||||||||||||||||||
Common Class A | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Repurchase of common stock, shares | 249,952 | 0 | 249,952 | ||||||||||||||||||||
Repurchase of common stock, par value | $ / shares | $ 19.20 | ||||||||||||||||||||||
Repurchase of common stock, value | $ | $ 4,800,000 | $ 0 | $ 0 | ||||||||||||||||||||
Forward stock split of its outstanding common stock | 1 | ||||||||||||||||||||||
Issuance of common stock, Shares | 30,809,800 | ||||||||||||||||||||||
Issuance of restricted stock, Shares | 129,605 | ||||||||||||||||||||||
Conversion of debt and payables to Class A common stock, Shares | 1,522,799 | ||||||||||||||||||||||
Conversion of Class A common stock to common stock, Shares | (65,900,303) | ||||||||||||||||||||||
Issuance of stock for placement agent in shares | 3,087,324 | ||||||||||||||||||||||
Stock price of warrants | $ / shares | $ 2.44 | ||||||||||||||||||||||
Conversion of stock for placement agent in shares and exchange of warrant | 193,413 | ||||||||||||||||||||||
Debt instrument, percentage of common stock | 4.00% | ||||||||||||||||||||||
Issuance of placement agent warrant associated with 2014 Securities Purchase Agreement | 199,341 | ||||||||||||||||||||||
Common Class A | Common Stock Warrant | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Stock price of warrants | $ / shares | $ 1.76 | ||||||||||||||||||||||
Warrant exercised and shares issued | 114,822 | ||||||||||||||||||||||
Warrant exercisable price per share | $ / shares | $ 2.44 | ||||||||||||||||||||||
Warrant expiration date | Feb. 29, 2020 | ||||||||||||||||||||||
Period of warrant holder protected against down-round financing after reverse merger | 2 years | ||||||||||||||||||||||
Percentage of shareholders consent | 66.67% | ||||||||||||||||||||||
Common Class A | Private Placement | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Issuance of common stock, Shares | 0 | ||||||||||||||||||||||
Common Class A | Private Placement One | Sorrento | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Issuance of common stock, Shares | 4,557,537 | ||||||||||||||||||||||
Common stock issued, par value | $ / shares | $ 1.76 | ||||||||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ | $ 8,000,000 | ||||||||||||||||||||||
Common Class A | Private Placement Two | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Issuance of common stock, Shares | 26,252,262 | ||||||||||||||||||||||
Common stock issued, par value | $ / shares | $ 1.89 | ||||||||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ | $ 49,500,000 | ||||||||||||||||||||||
Number of board of directors | Director | 9 | ||||||||||||||||||||||
Common Class A | Private Placement Two | Sorrento | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Issuance of common stock, Shares | 1,060,789 | ||||||||||||||||||||||
Issuance costs | $ | $ 200,000 | ||||||||||||||||||||||
Proceeds from issuance of common stock gross of issuance costs | $ | 2,000,000 | ||||||||||||||||||||||
Common Class A | 2014 Securities Purchase Agreement | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Broker commissions on the repurchases | $ | $ 45,000 | ||||||||||||||||||||||
Stock issued for placement agent commission | 3,087,324 | ||||||||||||||||||||||
Common Class A | 2014 Securities Purchase Agreement | Outstanding Warrants | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Issuance of common stock, Shares | 1,245,881 | ||||||||||||||||||||||
Conversion of stock for placement agent in shares and exchange of warrant | 193,413 | ||||||||||||||||||||||
Issuance of placement agent warrant associated with 2014 Securities Purchase Agreement | 199,341 | ||||||||||||||||||||||
Common Class A | 2014 Securities Purchase Agreement | Outstanding Warrants | Founders License Agreement March 2014 Amendment | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Conversion of warrant to purchase common stock | 156,109 | ||||||||||||||||||||||
Common Class A | 2014 Securities Purchase Agreement | Employee Stock Option | Founders License Agreement March 2014 Amendment | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Conversion of options to purchase common stock | 740,600 | ||||||||||||||||||||||
Common Class A | 2014 Securities Purchase Agreement | 2013 Promissory Note | Outstanding Warrants | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Common stock issued for conversion of debt | 192,865 | ||||||||||||||||||||||
Common Class A | 2013 Securities Purchase Agreement | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Conversion of Class A common stock to common stock, Shares | 406,048 | ||||||||||||||||||||||
Common Class A | 2013 Securities Purchase Agreement | 2013 Converted Creditors | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Common stock issued for conversion of debt | 389,437 | ||||||||||||||||||||||
Common Stock Class Undefined | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 80,000,000 | ||||||||||||||||||||||
Common Class B | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Repurchase of common stock, shares | 0 | 0 | |||||||||||||||||||||
Repurchase of common stock, value | $ | $ 0 | $ 0 | |||||||||||||||||||||
Stock approved for conversion to Class A common stock. | 8,295,402 | ||||||||||||||||||||||
Issuance of common stock, Shares | 0 | ||||||||||||||||||||||
Common stock, shares issued | 1,681,099 | 5,851,152 | |||||||||||||||||||||
Issuance of restricted stock, Shares | 0 | ||||||||||||||||||||||
Conversion of debt and payables to Class A common stock, Shares | 0 | ||||||||||||||||||||||
Conversion of Class A common stock to common stock, Shares | 0 | ||||||||||||||||||||||
Issuance of stock for placement agent in shares | 763,151 | 763,151 | 763,151 | ||||||||||||||||||||
Stock issued to offset the loan | 1,681,099 | 5,851,152 | |||||||||||||||||||||
Debt instrument, percentage of common stock | 2.50% | ||||||||||||||||||||||
Common Class B | Officers | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Restricted stock purchase agreements, shares | 7,532,251 | ||||||||||||||||||||||
Common Class B | Private Placement | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Issuance of common stock, Shares | 0 | ||||||||||||||||||||||
Series B Preferred Stock | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Forward stock split of its outstanding common stock | 0.067 | ||||||||||||||||||||||
Stock approved for conversion to Class A common stock. | 9,502,898 | ||||||||||||||||||||||
Common stock, conversion basis | In March 2014, the Company entered into a definitive merger and share exchange agreement pursuant to which the Company redomesticated from the State of Illinois to the State of Delaware and the Illinois Company ceased to exist (the Redomestication). In connection with the Redomestication, the holders of Class A and Class B common stock received one share of Class A and Class B common stock of the Delaware Company, respectively, in exchange for fifteen shares of the Illinois Company. The holders of Series B preferred stock received one share of Series B preferred stock of the Delaware Company in exchange for one share of the Illinois Company. The holders of any options, warrants or other securities are subject to adjustment based on the ratio of 1 for 15. All share numbers and per share prices in the accompanying consolidated financial statements have been adjusted to reflect the 1 for 15 exchange. | ||||||||||||||||||||||
Series C Preferred Stock | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Stock approved for conversion to Class A common stock. | 5,754,984 | ||||||||||||||||||||||
Series C Preferred Stock | 2014 Securities Purchase Agreement | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Issuance of common stock, Shares | 4,983,526 | ||||||||||||||||||||||
Proceeds from issuance of common stock net of issuance costs | $ | $ 6,500,000 | ||||||||||||||||||||||
Conversion of Promissory Note | 0.25 | ||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||
Series C Preferred Stock | 2014 Securities Purchase Agreement | 2013 Promissory Note | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Common stock issued for conversion of debt | 771,458 | ||||||||||||||||||||||
Stock price of warrants | $ / shares | $ 1.62 | ||||||||||||||||||||||
Series B Common Stock and Series C Preferred Stock | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Forward stock split of its outstanding common stock | 1 | ||||||||||||||||||||||
Series B Preferred Stock | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Stock approved for conversion to Class A common stock. | 5,132,548 | ||||||||||||||||||||||
Minimum | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Repurchase of common stock, par value | $ / shares | $ 6.05 | ||||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | ||||||||||||||||||||||
Maximum | |||||||||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||||||||
Repurchase of common stock, par value | $ / shares | $ 8.50 | ||||||||||||||||||||||
Common stock, shares authorized | 500,000,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Stock Repurchases (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Aug. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Feb. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | |||||||||
Total number of shares purchased | 124,286 | 439,618 | 30,000 | 335,440 | 582,400 | 346,200 | 300,000 | 2,157,944 | 0 |
Average price paid per share | $ 6.45 | $ 7.14 | $ 7.40 | $ 7.01 | $ 7.56 | $ 6.77 | $ 8.50 | $ 7.33 | |
Total number of shares purchased as part of publicly announced plans or programs | 2,157,944 | 2,033,658 | 1,594,040 | 1,564,040 | 1,228,600 | 646,200 | 300,000 | ||
Maximum approximate dollar value of shares that may yet be purchased under the plans or programs | $ 34,200,000 | $ 35,000,000 | $ 38,100,000 | $ 38,400,000 | $ 40,700,000 | $ 45,100,000 | $ 47,500,000 | $ 34,200,000 |
Stockholders' Equity - Summar66
Stockholders' Equity - Summary Of Changes In Securities (Detail) - shares | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2014 | |
Common Class A | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock less issuance costs, Shares | 30,809,800 | |||
Issuance of stock to placement agent, Shares | 3,087,324 | |||
Conversion of stock for placement agent in shares and exchange of warrant | (193,413) | |||
Issuance of placement agent warrant associated with 2014 Securities Purchase Agreement | 199,341 | |||
Common Class A | 2014 Other Creditor One | ||||
Class Of Stock [Line Items] | ||||
Promissory note agreed to convert | 230,859 | |||
Common Class A | Prior to 2014 Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Share balance | 1,158,394 | |||
Common Class A | 2014 Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Common stock issued for placement agent commission | 34,715 | |||
Common Class A | 2014 Securities Purchase Agreement | 2014 Other Creditor One | ||||
Class Of Stock [Line Items] | ||||
Stock approved for conversion to Class A common stock. | 345,228 | |||
Common Class A | 2014 Securities Purchase Agreement | 2009 Convertible Notes | ||||
Class Of Stock [Line Items] | ||||
Promissory note agreed to convert | 985,229 | |||
Common Class A | 2014 Securities Purchase Agreement | CA Warrant and PA Warrant | ||||
Class Of Stock [Line Items] | ||||
Warrant exchanged | 3,052,608 | |||
Common Class A | 2014 Securities Purchase Agreement | Side Agreement Notes | ||||
Class Of Stock [Line Items] | ||||
Promissory note agreed to convert | 192,341 | |||
Common Class A | After Closing Of Two Thousand Fourteen Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Share balance | 5,768,515 | |||
Common Class A | Outstanding Warrants | Prior to 2014 Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Share balance | 763,841 | |||
Common Class A | Outstanding Warrants | 2014 Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Exchange of Founder Warrant | (156,109) | |||
Issuance of common stock less issuance costs, Shares | 1,245,881 | |||
Conversion of stock for placement agent in shares and exchange of warrant | (193,413) | |||
Issuance of placement agent warrant associated with 2014 Securities Purchase Agreement | 199,341 | |||
Common Class A | Outstanding Warrants | 2014 Securities Purchase Agreement | 2013 Promissory Note | ||||
Class Of Stock [Line Items] | ||||
Promissory note agreed to convert | 192,865 | |||
Common Class A | Outstanding Warrants | After Closing Of Two Thousand Fourteen Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Share balance | 2,052,406 | |||
Common Class A | Options to Purchase | ||||
Class Of Stock [Line Items] | ||||
Conversion Of Warrant To Option To Purchase Of Common Stock | 740,600 | |||
Common Class A | Options to Purchase | Prior to 2014 Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Share balance | 3,056,702 | |||
Common Class A | Options to Purchase | After Closing Of Two Thousand Fourteen Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Share balance | 3,797,302 | |||
Common Class B | ||||
Class Of Stock [Line Items] | ||||
Stock approved for conversion to Class A common stock. | 8,295,402 | |||
Issuance of common stock less issuance costs, Shares | 0 | |||
Issuance of stock to placement agent, Shares | 763,151 | 763,151 | 763,151 | |
Common Class B | Prior to 2014 Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Share balance | 1,763,609 | |||
Common Class B | After Closing Of Two Thousand Fourteen Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Share balance | 2,526,760 | |||
Series C Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Stock approved for conversion to Class A common stock. | 5,754,984 | |||
Series C Preferred Stock | 2014 Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Issuance of common stock less issuance costs, Shares | 4,983,526 | |||
Series C Preferred Stock | 2014 Securities Purchase Agreement | 2013 Promissory Note | ||||
Class Of Stock [Line Items] | ||||
Promissory note agreed to convert | 771,458 | |||
Series C Preferred Stock | After Closing Of Two Thousand Fourteen Securities Purchase Agreement | ||||
Class Of Stock [Line Items] | ||||
Share balance | 5,754,984 |
Stockholders' Equity - Summar67
Stockholders' Equity - Summary of Common Shares Reserved for Issuance (Detail) | Dec. 31, 2016shares |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 24,890,154 |
Issued and Outstanding Stock Options | |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 6,307,384 |
Issued and Outstanding Restricted Stock Units | |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 814,456 |
Outstanding Financing Warrants | |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 179,064 |
Outstanding Officer Warrants | |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 17,589,250 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jul. 10, 2015 | May 08, 2015$ / sharesshares | Mar. 24, 2015$ / sharesshares | Jul. 31, 2015shares | Jun. 30, 2015 | Mar. 31, 2014shares | Mar. 31, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jan. 01, 2016USD ($) | Dec. 31, 2013$ / sharesshares | Jun. 30, 2013$ / shares | Apr. 30, 2004shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Common stock reserved for issuance | shares | 4,249,857 | ||||||||||||||
Remaining incremental compensation expense | $ | $ 27,000 | ||||||||||||||
Forward stock split of its outstanding common stock | 1.8515 | ||||||||||||||
Accumulated deficit | $ | $ (387,063) | $ (250,376) | $ 31,000 | ||||||||||||
Cash received from exercised options | $ | 1,373 | 878 | $ 180 | ||||||||||||
Stock-based compensation expense | $ | 73,852 | 211,221 | 789 | ||||||||||||
Outstanding Warrants | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | $ 49,400 | ||||||||||||||
Weighted-average period for recognition | 1 year 7 months 6 days | ||||||||||||||
Officer | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Option vesting period | 1 year 7 months 6 days | ||||||||||||||
Incremental compensation cost | $ | 91,500 | ||||||||||||||
Incremental compensation expense | $ | $ 19,000 | $ 53,800 | |||||||||||||
Remaining incremental compensation expense | $ | $ 18,700 | ||||||||||||||
Forward stock split of its outstanding common stock | 1 | ||||||||||||||
Officer | Vest over a 40-month service period beginning on April 1, 2015 | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation arrangement, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||
Officer | Vest based on the achievement of various milestones | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation arrangement, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||
Officer | Non Qualified Stock Options | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation, expiration period | 4 years | 10 years | |||||||||||||
Number of shares granted | shares | 1,851,500 | ||||||||||||||
Shares granted at an exercise price | $ / shares | $ 2.20 | $ 2 | |||||||||||||
Option vesting period | 40 months | ||||||||||||||
Officer | Outstanding Warrants | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation, expiration period | 4 years | ||||||||||||||
Common Class A | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Stock price of warrants | $ / shares | $ 2.44 | ||||||||||||||
Forward stock split of its outstanding common stock | 1 | ||||||||||||||
Stock-based compensation expense | $ | $ 200 | ||||||||||||||
Issuance of restricted stock, Shares | shares | 129,605 | ||||||||||||||
2015 Equity Incentive Plan | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Common stock reserved for issuance | shares | 2,745,028 | 3,500,000 | |||||||||||||
Additional Shares that may be added to shares reserved for issuance | shares | 6,914,754 | ||||||||||||||
Employee Stock Option | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares granted | shares | 5,713,899 | 5,971,087 | |||||||||||||
Shares granted at an exercise price | $ / shares | $ 7.92 | $ 0.77 | |||||||||||||
Stock option outstanding | shares | 6,307,384 | 8,777,893 | 5,138,410 | 1,727 | |||||||||||
Shares outstanding at an exercise price | $ / shares | $ 7.14 | $ 5.36 | $ 0.85 | $ 0.41 | |||||||||||
Stock options, vested and exercisable | shares | 5,210,756 | 4,844,857 | 1,705,035 | ||||||||||||
Aggregate intrinsic value of stock options exercised | $ | $ 17,000 | $ 2,400 | $ 200 | ||||||||||||
Cash received from exercised options | $ | 1,400 | 900 | 200 | ||||||||||||
Total stock option expense | $ | 14,700 | $ 28,800 | $ 600 | ||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | $ 9,100 | ||||||||||||||
Weighted-average period for recognition | 2 years 1 month 6 days | ||||||||||||||
Employee Stock Option | Officer | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Stock option outstanding | shares | 1,455,450 | ||||||||||||||
Shares outstanding at an exercise price | $ / shares | $ 25 | ||||||||||||||
Employee Stock Option | 2004 Equity Incentive Plan | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Common stock reserved for issuance | shares | 81,695 | ||||||||||||||
Employee Stock Option | 2014 Equity Incentive Plan | Common Class A | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Common stock reserved for issuance | shares | 11,109,000 | ||||||||||||||
Employee Stock Option | 2014 Equity Incentive Plan | Common Class A | Maximum | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation, expiration period | 10 years | ||||||||||||||
Performance Shares | Officer | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Stock price of warrants | $ / shares | $ 2 | ||||||||||||||
Incremental compensation cost | $ | $ 53,000 | ||||||||||||||
Performance Shares | Officer | Outstanding Warrants | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Share-based compensation, expiration period | 3 years | ||||||||||||||
Number of shares granted | shares | 10,183,250 | 17,589,250 | |||||||||||||
Service | Officer | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Incremental compensation cost | $ | $ 38,500 | ||||||||||||||
Service | Officer | Outstanding Warrants | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares granted | shares | 7,406,000 | ||||||||||||||
Outstanding Restricted Stock Units | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares granted | shares | 407,800 | 1,614,788 | |||||||||||||
Weighted-average period for recognition | 3 years | ||||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | $ 5,500 | ||||||||||||||
Outstanding Restricted Stock Units | Employees Of Related Company | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares granted | shares | 67,500 | 353,188 | |||||||||||||
Outstanding Restricted Stock Units | Officer | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Number of shares granted | shares | 970,300 | ||||||||||||||
Non Employee Stock Options | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Stock option outstanding | shares | 0 | ||||||||||||||
Shares granted to employee | shares | 0 | 231,437 | 231,437 | ||||||||||||
Option vested | shares | 0 | ||||||||||||||
Stock-based compensation expense | $ | $ 0 | $ 3,300 | $ 100 | ||||||||||||
Employee Restricted Stock Units | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Weighted-average period for recognition | 3 years | ||||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | $ 3,800 | ||||||||||||||
Non Employee Restricted Stock Units | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Weighted-average period for recognition | 2 years 10 months 24 days | ||||||||||||||
Unrecognized compensation cost related to non-vested stock options | $ | $ 1,700 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Based Compensation Expenses Related to Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 73,852 | $ 211,221 | $ 789 |
Warrants For Common Stock | Officer | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 50,502 | 141,901 | 0 |
Warrants For Common Stock | Director Related to Inex Bio, Inc | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 0 | 22,747 | 0 |
Employee Stock Option | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 14,720 | 25,498 | 485 |
Non Employee Stock Options | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 0 | 3,300 | 76 |
Employee Restricted Stock Units | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 8,166 | 17,505 | 228 |
Non Employee Restricted Stock Units | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 464 | 270 | 0 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 852 | 1,221 | 222 |
Selling, General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 73,000 | $ 210,000 | $ 567 |
Stock-Based Compensation - St70
Stock-Based Compensation - Stock Option Activity (Detail) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Shares | ||||
Stock Options, Beginning Balance | 8,777,893 | 5,138,410 | 1,727 | |
Stock Options, Options granted | 5,713,899 | 5,971,087 | ||
Stock Options, Options exercised | (2,398,882) | (1,127,105) | (833,173) | |
Stock Options, Options forfeited/canceled | (71,627) | (947,311) | (1,231) | |
Stock Options, Ending Balance | 6,307,384 | 8,777,893 | 5,138,410 | 1,727 |
Stock Options, Vested and Exercisable | 5,210,756 | 4,844,857 | 1,705,035 | |
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Outstanding Beginning balance | $ 5.36 | $ 0.85 | $ 0.41 | |
Weighted Average Exercise Price, Options granted | 7.92 | 0.77 | ||
Weighted Average Exercise Price, Options exercised | 0.76 | 0.86 | 0.22 | |
Weighted Average Exercise Price, Options forfeited/canceled | 2 | 1.87 | 0.41 | |
Weighted Average Exercise Price, Outstanding Ending balance | 7.14 | $ 5.36 | $ 0.85 | $ 0.41 |
Weighted Average Exercise Price, Vested and Exercisable | $ 8.18 | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ 19,100 | $ 116,273 | $ 5,298 | $ 0 |
Aggregate Intrinsic Value, Outstanding, Beginning balance | 19,100 | $ 116,273 | $ 5,298 | $ 0 |
Aggregate Intrinsic Value, Vested and Exercisable | $ 15,227 | |||
Weighted Average Remaining Contractual Life | ||||
Weighted Average Remaining Contractual Life, Outstanding | 6 years 4 months 24 days | 7 years 2 months 12 days | 9 years 8 months 12 days | 1 year 3 months 18 days |
Weighted Average Remaining Contractual Life, Vested and Exercisable | 7 years 3 months 18 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Options Outstanding and Vested Pricing of Exercise Prices (Detail) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 6,307,384 |
Options Outstanding, Weighted-Average Life (in Years) | 6 years 4 months 24 days |
Options Outstanding, Number Exercisable | 5,210,756 |
Options Outstanding, Weighted- Average Life (in years) | 7 years 3 months 18 days |
$ 0.22 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.22 |
Options Outstanding, Number Outstanding | 134,807 |
Options Outstanding, Weighted-Average Life (in Years) | 7 years 2 months 12 days |
Options Outstanding, Number Exercisable | 134,807 |
Options Outstanding, Weighted- Average Life (in years) | 7 years 2 months 12 days |
$ 0.42 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.42 |
Options Outstanding, Number Outstanding | 589,660 |
Options Outstanding, Weighted-Average Life (in Years) | 7 years 10 months 24 days |
Options Outstanding, Number Exercisable | 589,660 |
Options Outstanding, Weighted- Average Life (in years) | 7 years 10 months 24 days |
$ 1.76 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 1.76 |
Options Outstanding, Number Outstanding | 999,682 |
Options Outstanding, Weighted-Average Life (in Years) | 8 years |
Options Outstanding, Number Exercisable | 999,682 |
Options Outstanding, Weighted- Average Life (in years) | 8 years |
$ 2 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 2 |
Options Outstanding, Number Outstanding | 1,276,285 |
Options Outstanding, Weighted-Average Life (in Years) | 8 years 1 month 6 days |
Options Outstanding, Number Exercisable | 1,221,126 |
Options Outstanding, Weighted- Average Life (in years) | 8 years 1 month 6 days |
$ 2.20 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 2.20 |
Options Outstanding, Number Outstanding | 1,851,500 |
Options Outstanding, Weighted-Average Life (in Years) | 2 years 2 months 12 days |
Options Outstanding, Number Exercisable | 810,031 |
Options Outstanding, Weighted- Average Life (in years) | 2 years 2 months 12 days |
$ 25 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 25 |
Options Outstanding, Number Outstanding | 1,455,450 |
Options Outstanding, Weighted-Average Life (in Years) | 8 years 7 months 6 days |
Options Outstanding, Number Exercisable | 1,455,450 |
Options Outstanding, Weighted- Average Life (in years) | 8 years 7 months 6 days |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes Option-Pricing Model to Determine Fair Value of Assumptions Used for Employee Grants and Non-Employee Grants Stock Options (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Grants | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.50% | 1.60% |
Risk-free interest rate, maximum | 1.80% | 1.90% |
Expected volatility | 80.00% | |
Expected volatility, minimum | 81.00% | |
Expected volatility, maximum | 91.00% | |
Dividend yield | 0.00% | 0.00% |
Weighted-average measurement date fair value | $ 12.08 | $ 0.53 |
Employee Grants | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 4 years | 5 years |
Employee Grants | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months | 5 years 7 months 6 days |
Non-Employee Grants | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 2.20% | |
Risk-free interest rate, minimum | 0.00% | |
Risk-free interest rate, maximum | 2.40% | |
Expected volatility | 80.00% | 81.00% |
Dividend yield | 0.00% | 0.00% |
Weighted-average measurement date fair value | $ 15.25 | $ 0.18 |
Non-Employee Grants | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 8 years 4 months 24 days | 9 years 3 months 18 days |
Non-Employee Grants | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (years) | 9 years 10 months 24 days | 9 years 10 months 24 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (RSUs) Activity (Detail) - Outstanding Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Unvested, Beginning balance | 1,129,638 | 0 |
Number of Shares, Granted | 407,800 | 1,614,788 |
Number of Shares, Vested | (537,982) | (485,150) |
Number of Shares, Forfeited/Canceled | (185,000) | |
Number of Shares, Unvested, Ending balance | 814,456 | 1,129,638 |
Weighted-Average Grant Date Fair Value, Unvested, beginning balance | $ 20.51 | $ 0 |
Weighted-Average Grant Date Fair Value, Granted | 7.76 | 21.86 |
Weighted-Average Grant Date Fair Value, Vested | 23.75 | 25 |
Weighted-Average Grant Date Fair Value, Forfeited/Canceled | 11.75 | |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ 13.98 | $ 20.51 |
Stock-Based Compensation - Su74
Stock-Based Compensation - Summary of Warrant Activity (Detail) - Outstanding Warrants - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrant [Line Items] | ||
Warrants, Beginning Balance | 17,819,616 | 1,850,937 |
Warrants granted | 20,791,842 | |
Warrants exercised | (51,302) | (4,677,101) |
Warrants forfeited | (146,062) | |
Warrants, Ending Balance | 17,768,314 | 17,819,616 |
Warrants, Vested and exercisable Ending Balance | 12,769,264 |
Stock-Based Compensation - Rese
Stock-Based Compensation - Reserved Authorized Shares of Common Stock for Future Grants of Equity Awards (Detail) - shares | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Aug. 31, 2016 | Jun. 30, 2016 | May 31, 2016 | Feb. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | |
Common Stock Reserved For Future Issuance [Line Items] | ||||||||||
Total shares authorized | 4,249,857 | |||||||||
Shares repurchased | 124,286 | 439,618 | 30,000 | 335,440 | 582,400 | 346,200 | 300,000 | 2,157,944 | 0 | |
Shares reserved for future grants as of December 31, 2016 | 24,890,154 | 24,890,154 | ||||||||
2015 Equity Incentive Plan | ||||||||||
Common Stock Reserved For Future Issuance [Line Items] | ||||||||||
Total shares authorized | 2,745,028 | 2,745,028 | 3,500,000 | |||||||
Shares reserved for future grants as of December 31, 2015 | 2,126,682 | |||||||||
Grants | (407,800) | (3,070,238) | ||||||||
Forfeitures added back to available pool | 947,063 | |||||||||
Forfeitures | 185,000 | 185,000 | ||||||||
Net share settlement | 225,754 | |||||||||
Shares repurchased | 615,392 | |||||||||
Shares reserved for future grants as of December 31, 2016 | 2,745,028 | 2,745,028 | 2,126,682 | |||||||
2014 Equity Incentive Plan | ||||||||||
Common Stock Reserved For Future Issuance [Line Items] | ||||||||||
Shares remaining from 2014 Equity Incentive Plan | 749,857 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
U.S. loss before taxes | $ (118,743) | $ (235,750) | $ (6,184) |
Foreign loss before taxes | (2,638) | (1,427) | 0 |
Loss before income taxes | $ (121,381) | $ (237,177) | $ (6,184) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax (Benefit) Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 3 | 1 | 1 |
Foreign | 0 | 0 | 0 |
Total Current | 3 | 1 | 1 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (575) | (302) | 0 |
Total Deferred | (575) | (302) | 0 |
Income tax (benefit) expense | $ (572) | $ (301) | $ 1 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Stock compensation | $ 87,239 | $ 67,559 |
Net operating loss carryforwards | 37,507 | 0 |
Leases and other accrued liabilities | 2,096 | 389 |
Accrued compensation | 808 | 572 |
Depreciation and amortization | 0 | 624 |
Total deferred tax assets | 127,650 | 69,144 |
Deferred tax liabilities: | ||
Foreign intangibles | (996) | (1,165) |
Depreciation and amortization | (309) | 0 |
Total deferred tax liabilities | (1,305) | (1,165) |
Net deferred tax assets | 126,345 | 67,979 |
Valuation allowance | (127,341) | (69,144) |
Net deferred tax liability | $ (996) | $ (1,165) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax computed at federal statutory rate | 34.00% | 34.00% | 34.00% |
Section 382/383 NOL | 8.60% | (3.50%) | (40.00%) |
State income taxes, net of federal tax benefit | 3.60% | 2.60% | 4.80% |
Tax rate adjustment | 1.50% | 0.00% | 0.50% |
Research and development credits | 1.30% | 0.10% | 0.70% |
Stock-based compensation | (0.30%) | (0.40%) | (1.10%) |
Other | (0.50%) | (3.80%) | (7.30%) |
Valuation Allowance | (47.70%) | (28.90%) | 8.40% |
Effective income tax rate | 0.50% | 0.10% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax [Line Items] | ||
Cumulative change in ownership | 50.00% | |
Period of cumulative ownership change | 3 years | |
Recognized deferred tax assets for net operating losses | $ 11,100,000 | |
Federal research and development credits | 1,200,000 | $ 12,700,000 |
State research and development credits | 1,200,000 | 12,700,000 |
Deferred tax assets for foreign net operating loss | 28,000 | |
Deferred tax assets valuation allowance | 127,341,000 | $ 69,144,000 |
Deferred tax assets change in valuation allowance | 58,200,000 | |
Unrecognized tax benefits that would not impact effective tax rate | 4,300,000 | |
California | Research Tax Credits | ||
Income Tax [Line Items] | ||
Tax credit carryforwards | $ 700,000 | |
California | Minimum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2,012 | |
California | Maximum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2,016 | |
Federal | ||
Income Tax [Line Items] | ||
Research and development credits | $ 400,000 | |
Net operating loss carryforwards | $ 100,000,000 | |
Net operating loss carryforwards expiration date | 2,024 | |
Federal | Research Tax Credits | ||
Income Tax [Line Items] | ||
Tax credit carryforwards | $ 1,700,000 | |
Tax credit carryforward expiration period | 2,026 | |
Federal | Minimum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2,013 | |
Federal | Maximum | ||
Income Tax [Line Items] | ||
Tax year open for examination | 2,016 | |
State | ||
Income Tax [Line Items] | ||
Research and development credits | $ 400,000 | |
Net operating loss carryforwards | $ 60,000,000 | |
Net operating loss carryforwards expiration date | 2,030 | |
State | Research Tax Credits | ||
Income Tax [Line Items] | ||
Tax credit carryforward expiration period | 2,029 | |
Foreign | ||
Income Tax [Line Items] | ||
Net operating loss carryforwards | $ 200,000 | |
Net operating loss carryforwards expiration date | 2,023 |
Income Taxes - Summarizes of Ch
Income Taxes - Summarizes of Changes in Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits at beginning balance | $ 1,203 | $ 0 |
Decrease for prior year tax positions | (1,203) | |
Increase for prior year tax positions | 2,578 | 120 |
Increase for current year tax positions | 2,056 | 1,083 |
Unrecognized tax benefits at ending balance | $ 4,634 | $ 1,203 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2015 | Apr. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | |
Debt Instrument [Line Items] | |||||||||
Payments on notes payable | $ 130,000 | $ 0 | $ 132,000 | $ 53,000 | |||||
2014 Other Creditor One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 50,000 | ||||||||
Debt instrument, increase, accrued interest | $ 100,000 | ||||||||
2014 Other Creditor Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Promissory note agreed to convert | 114,369 | ||||||||
Other creditors outstanding principal | $ 100,000 | ||||||||
2014 Other Creditors Three | |||||||||
Debt Instrument [Line Items] | |||||||||
Other creditors outstanding principal | 29,000 | ||||||||
Accrued interest were repaid by cash | 13,000 | ||||||||
Founder License Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Payments on notes payable | 23,000 | ||||||||
Outstanding Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding warrants | 17,768,314 | 17,819,616 | 1,850,937 | ||||||
2013 Promissory Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes payable current | $ 1,000,000 | ||||||||
Percentage of accrued interest | 5.00% | ||||||||
Proceeds from security purchase agreement | 400,000 | ||||||||
Debt discount | 600,000 | ||||||||
Accrued interest paid | 39,000 | ||||||||
2009 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes payable current | $ 400,000 | ||||||||
Percentage of accrued interest | 24.00% | 24.00% | 15.00% | ||||||
Outstanding convertible note payable | $ 0 | ||||||||
Warrant exercisable as a percentage of shares issued | 300.00% | ||||||||
2009 Convertible Notes | 2014 Other Creditors Total | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt and capital lease obligations | $ 200,000 | ||||||||
Payment deferral period | 3 years | ||||||||
2009 Convertible Notes | 2014 Other Creditors Four | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 20,000 | ||||||||
Debt instrument, increase, accrued interest | $ 29,000 | ||||||||
2009 Convertible Notes | CA Warrant | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrant percentage | 20.00% | ||||||||
Stock price of warrants | $ 2.44 | ||||||||
Warrant expiration date | Sep. 30, 2019 | ||||||||
2009 Convertible Notes | PA Warrant | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrant percentage | 9.00% | ||||||||
2009 Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding warrants | 0 | ||||||||
2007 Settlement Agreement Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 300,000 | ||||||||
2007 Settlement Agreement Note | 2015 Supplemental Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Notes payable | $ 0 | ||||||||
Difference amount of notes payable and amount paid to retire | $ 130,000 | ||||||||
Series B Preferred Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of preferred stock | $ 600,000 | ||||||||
Common Class A | |||||||||
Debt Instrument [Line Items] | |||||||||
Stock price of warrants | $ 2.44 | ||||||||
Common Class A | 2014 Other Creditor One | |||||||||
Debt Instrument [Line Items] | |||||||||
Promissory note agreed to convert | 230,859 | ||||||||
Common Class A | 2007 Settlement Agreement Note with 2015 Supplemental Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Common stock exercise of warrants purchase of share | 32,675 | ||||||||
Common stock exercise of warrants purchase price per share | $ 2.44 | ||||||||
Common Class A | Twenty Fourteen Securities Purchase Agreement C A And P A Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Diluted stock outstanding, percentage | 10.00% | ||||||||
Warrant exchanged | 3,052,608 | ||||||||
Common Class A | 2009 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Minimum financing needed to convert other Creditors total shares | $ 1,200,000 | ||||||||
Common Class A | 2009 Convertible Notes | 2014 Other Creditors Four | |||||||||
Debt Instrument [Line Items] | |||||||||
Promissory note agreed to convert | 20,205 | ||||||||
Conversion price of common stock | $ 2.44 | ||||||||
Common Class A | Side Agreement Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible notes payable current | $ 200,000 | ||||||||
2013 Securities Purchase Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from issuance of preferred stock | 1,000,000 | ||||||||
2013 Securities Purchase Agreement | 2009 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding principal and accrued interest | $ 3,000,000 | ||||||||
2013 Securities Purchase Agreement | Series B Preferred Stock | |||||||||
Debt Instrument [Line Items] | |||||||||
Preferred stock shares issued | 1,851 | ||||||||
Preferred stock per share price | $ 0.05 | ||||||||
2014 Securities Purchase Agreement | Series C Preferred Stock | 2013 Promissory Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Promissory note agreed to convert | 771,458 | ||||||||
Stock price of warrants | $ 1.62 | ||||||||
2014 Securities Purchase Agreement | Common Class A | |||||||||
Debt Instrument [Line Items] | |||||||||
Common stock issued for placement agent commission | 34,715 | ||||||||
2014 Securities Purchase Agreement | Common Class A | 2013 Promissory Note | Outstanding Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Promissory note agreed to convert | 192,865 | ||||||||
2014 Securities Purchase Agreement | Common Class A | 2009 Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Promissory note agreed to convert | 985,229 | ||||||||
2014 Securities Purchase Agreement | Common Class A | Side Agreement Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Promissory note agreed to convert | 192,341 |
Investment in Inex Bio, Inc - A
Investment in Inex Bio, Inc - Additional Information (Detail) - USD ($) | Mar. 30, 2015 | Apr. 30, 2015 | May 31, 2012 | Apr. 30, 2012 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 |
Asset Purchase [Line Items] | ||||||||||
Number of shares acquired during period | 57,000 | |||||||||
Stock issued during period, value, acquisitions | $ 200,000 | |||||||||
Outstanding shares acquired, percentage | 22.20% | |||||||||
Percentage of fully diluted shares acquired | 17.40% | |||||||||
Proceeds from exercise of warrants | $ 52,000 | $ 7,348,000 | $ 0 | |||||||
Stock-based compensation expense | 73,852,000 | 211,221,000 | 789,000 | |||||||
Common Class A | ||||||||||
Asset Purchase [Line Items] | ||||||||||
Stock price of warrants | $ 2.44 | |||||||||
Stock-based compensation expense | 200,000 | |||||||||
Inex Bio Holdings, LLC | ||||||||||
Asset Purchase [Line Items] | ||||||||||
Payments to acquire business | 6,500,000 | |||||||||
Stock price of warrants | $ 10.72 | |||||||||
Term of warrants after closing date of the purchase agreement | 15 days | |||||||||
Expected volatility rate | 80.00% | |||||||||
Issuance of warrants in Inex Bio acquisition | 22,747,000 | |||||||||
Stock-based compensation expense | 22,700,000 | |||||||||
Cash based compensation | $ 5,400,000 | |||||||||
Inex Bio Holdings, LLC | Common Class A | ||||||||||
Asset Purchase [Line Items] | ||||||||||
Warrants issued to acquire shares | 2,609,520 | |||||||||
Common stock exercise price | $ 2 | |||||||||
Proceeds from exercise of warrants | $ 5,200,000 | |||||||||
Other Owner Of Inex Bio Inc | ||||||||||
Asset Purchase [Line Items] | ||||||||||
Payments to acquire business | $ 1,500,000 | |||||||||
Stock price of warrants | $ 10.72 | |||||||||
Term of warrants after closing date of the purchase agreement | 15 days | |||||||||
Expected volatility rate | 80.00% | |||||||||
Issuance of warrants in Inex Bio acquisition | $ 5,170,000 | |||||||||
Other Owner Of Inex Bio Inc | Common Class A | ||||||||||
Asset Purchase [Line Items] | ||||||||||
Warrants issued to acquire shares | 593,072 | |||||||||
Common stock exercise price | $ 2 | |||||||||
Proceeds from exercise of warrants | $ 1,200,000 | |||||||||
Inex Bio | ||||||||||
Asset Purchase [Line Items] | ||||||||||
Intangible assets amortizes period | 4 years | |||||||||
Cambridge Equities, L.P | Inex Bio Holdings, LLC | ||||||||||
Asset Purchase [Line Items] | ||||||||||
Ownership percentage of third party business | 50.00% | |||||||||
Eragon Ventures, LLC | ||||||||||
Asset Purchase [Line Items] | ||||||||||
Number of shares acquired during period | 220,000 | |||||||||
Ownership percentage of third party business | 50.00% | |||||||||
Percentage shares acquired | 67.30% | |||||||||
Payments to acquire business | $ 1,100,000 | |||||||||
Inex license agreement | ||||||||||
Asset Purchase [Line Items] | ||||||||||
Milestone payment amount | $ 0 | $ 0 | $ 0 | |||||||
Percentage of royalty on net sales | 5.00% | |||||||||
Up front fee | Inex license agreement | ||||||||||
Asset Purchase [Line Items] | ||||||||||
License fees received | $ 300,000 | |||||||||
Maximum | Inex license agreement | ||||||||||
Asset Purchase [Line Items] | ||||||||||
Milestone payment amount | $ 800,000 |
Investment in Inex Bio, Inc - S
Investment in Inex Bio, Inc - Summary of Purchase Price Paid to Inex Bio (Detail) - Other Owner Of Inex Bio Inc $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Asset Purchase [Line Items] | |
Cash paid by InexBio Holdings, LLC | $ 1,100 |
Cash paid by Company | 1,482 |
Fair value of warrants | 5,170 |
Aggregate purchase price | $ 7,752 |
Investment in Inex Bio, Inc -85
Investment in Inex Bio, Inc - Summary of Assets and Liabilities Assumed (Detail) - Other Owner Of Inex Bio Inc $ in Thousands | Dec. 31, 2016USD ($) |
Asset Purchase [Line Items] | |
Cash | $ 763 |
Intangible assets—reacquired rights of Company technology | 8,636 |
Other assets | 42 |
Investment in Inex Bio | (221) |
Deferred tax liability | (1,467) |
Accounts payable | (1) |
Total assets acquired and liabilities assumed | $ 7,752 |
Investment in Inex Bio, Inc -86
Investment in Inex Bio, Inc - Summary of Net Consideration Paid to Holdings (Detail) - Inex Bio Holdings, LLC $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Asset Purchase [Line Items] | |
Cash | $ 6,518 |
Fair value of warrants | 22,747 |
Less cash paid to acquire shares in Inex Bio | (1,100) |
Aggregate purchase price | $ 28,165 |
Summary of Quarterly Data (Unau
Summary of Quarterly Data (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenue | $ 14 | $ 12 | $ 12 | $ 6 | $ 15 | $ 10 | $ 91 | $ 120 | $ 44 | $ 236 | $ 641 |
Operating expenses | 25,157 | 32,787 | 34,977 | 31,622 | 29,938 | 46,467 | 130,486 | 32,221 | 124,544 | 239,112 | 6,216 |
Operating loss | (25,143) | (32,775) | (34,965) | (31,616) | (29,923) | (46,457) | (130,395) | (32,101) | (124,500) | (238,876) | (5,575) |
Net loss | $ (24,238) | $ (31,897) | $ (33,997) | $ (30,677) | $ (26,822) | $ (46,312) | $ (130,893) | $ (32,849) | $ (120,809) | $ (236,876) | $ (6,185) |
Net loss per share - basic and diluted | $ (0.29) | $ (0.39) | $ (0.41) | $ (0.38) | $ (0.33) | $ (0.60) | $ (1.99) | $ (0.54) | $ (1.47) | $ (3.31) | $ (0.75) |
Shares used in calculating net loss per share - basic and diluted | 82,235,571 | 82,154,219 | 81,959,248 | 81,574,709 | 81,247,430 | 77,837,586 | 65,789,041 | 61,137,625 | 81,979,005 | 71,519,609 | 8,246,028 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employee benefit plan, company contributions | $ 200,000 | $ 4,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | ||||
Research and development | $ 29,153 | $ 11,434 | $ 1,595 | |
VivaBioCell S.p.A. | ||||
Subsequent Event [Line Items] | ||||
Research and development final report description | Within 60 days after the one year anniversary of the agreement, VBC will provide the Company a final report summarizing the progress and results of the research and development activities including a description of any inventions and intellectual property rights derived from the work performed. | |||
VivaBioCell S.p.A. | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Research and development | $ 600 |