Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | NK | |
Entity Registrant Name | NANTKWEST, INC. | |
Entity Central Index Key | 1,326,110 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 79,455,139 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 20,920 | $ 8,083 |
Due from related parties | 61 | 1,089 |
Prepaid expenses and other current assets | 4,525 | 5,135 |
Marketable securities | 131,347 | 190,838 |
Total current assets | 156,853 | 205,145 |
Marketable securities, noncurrent | 34,198 | 87,571 |
Property, plant and equipment, net | 74,471 | 18,906 |
Cost method investment | 8,500 | 0 |
Intangible assets, net | 3,391 | 5,086 |
Other assets | 324 | 788 |
Total assets | 277,737 | 317,496 |
Current liabilities: | ||
Accounts payable | 9,485 | 4,045 |
Accrued expenses | 15,838 | 5,864 |
Due to related parties | 1,986 | 1,753 |
Other current liabilities | 1,365 | 891 |
Total current liabilities | 28,674 | 12,553 |
Build-to-suit liability, less current portion | 5,062 | 5,651 |
Financing obligation, less current portion | 1,814 | 2,025 |
Deferred rent | 3,461 | 2,426 |
Deferred tax liability | 681 | 996 |
Other liabilities | 341 | 427 |
Total liabilities | 40,033 | 24,078 |
Commitments and contingencies (Note 8) | 0 | 0 |
Stockholders’ equity | ||
Common stock | 8 | 8 |
Additional paid-in capital | 709,353 | 680,757 |
Accumulated other comprehensive loss | (202) | (284) |
Accumulated deficit | (471,455) | (387,063) |
Total stockholders’ equity | 237,704 | 293,418 |
Total liabilities and stockholders’ equity | $ 277,737 | $ 317,496 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 79,440,700 | 81,983,937 |
Common stock, shares outstanding | 79,440,700 | 81,983,937 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 8 | $ 12 | $ 33 | $ 30 |
Operating expenses: | ||||
Research and development | 11,069 | 8,364 | 30,023 | 19,708 |
Selling, general and administrative | 13,381 | 24,423 | 43,736 | 79,678 |
Total operating expenses | 24,450 | 32,787 | 73,759 | 99,386 |
Loss from operations | (24,442) | (32,775) | (73,726) | (99,356) |
Other income: | ||||
Investment income, net | 680 | 795 | 2,140 | 2,302 |
Interest expense | (393) | (29) | (584) | (29) |
Other income (expense), net | 87 | 60 | (87) | 89 |
Total other income | 374 | 826 | 1,469 | 2,362 |
Loss before income taxes | (24,068) | (31,949) | (72,257) | (96,994) |
Income tax benefit | (99) | (52) | (321) | (423) |
Net loss | $ (23,969) | $ (31,897) | $ (71,936) | $ (96,571) |
Net loss per share: | ||||
Basic and diluted | $ (0.30) | $ (0.39) | $ (0.89) | $ (1.18) |
Weighted average number of shares during the period: | ||||
Basic and diluted | 79,440,591 | 82,154,219 | 80,996,732 | 82,019,203 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (23,969) | $ (31,897) | $ (71,936) | $ (96,571) |
Other comprehensive income, net of income taxes: | ||||
Net unrealized gain (loss) on available-for-sale securities | 59 | (241) | (177) | 405 |
Reclassification of net realized gains on available-for-sale securities included in net loss | (24) | (48) | (25) | (78) |
Total other comprehensive income (loss) | 35 | (289) | (202) | 327 |
Comprehensive loss | $ (23,934) | $ (32,186) | $ (72,138) | $ (96,244) |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance at Dec. 31, 2016 | $ 293,418 | $ 8 | $ 680,757 | $ (284) | $ (387,063) |
Beginning Balance, Shares at Dec. 31, 2016 | 81,983,937 | 81,983,937 | |||
Exercise of stock options | $ 1,154 | $ 0 | 1,154 | 0 | 0 |
Exercise of stock options, Shares | 614,136 | ||||
Stock-based compensation expense | 28,113 | $ 0 | 28,113 | 0 | 0 |
Vesting of restricted stock units | 35,793 | ||||
Exercise of warrants | 38 | $ 0 | 38 | 0 | 0 |
Exercise of warrants, Shares | 32,787 | ||||
Employee payroll taxes withheld related to option exercises and vesting of restricted stock units | (709) | $ 0 | (709) | 0 | 0 |
Employee payroll taxes withheld related to option exercises and vesting of restricted stock units, Shares | (153,744) | ||||
Repurchase of common stock | $ (12,456) | $ 0 | 0 | 0 | (12,456) |
Repurchase of common stock, Shares | (3,072,209) | (3,072,209) | |||
Other comprehensive income, net | $ 82 | $ 0 | 0 | 82 | 0 |
Net loss | (71,936) | 0 | 0 | 0 | (71,936) |
Ending Balance at Sep. 30, 2017 | $ 237,704 | $ 8 | $ 709,353 | $ (202) | $ (471,455) |
Ending Balance, Shares at Sep. 30, 2017 | 79,440,700 | 79,440,700 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities: | ||
Net loss | $ (71,936) | $ (96,571) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,997 | 1,768 |
Stock-based compensation expense | 28,113 | 62,586 |
Deferred income tax benefit | (315) | (423) |
Non-cash interest items, net | 648 | (273) |
Loss on disposal of assets | 64 | 18 |
Amortization of net premiums on marketable securities | 1,298 | 1,567 |
Gain on sales of marketable securities | (25) | (118) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (576) | (1,380) |
Other assets | 464 | 75 |
Accounts payable | 1,493 | 321 |
Accrued expenses and other liabilities | (446) | 2,454 |
Due to related parties | 759 | 501 |
Deferred rent and revenue | 1,322 | 1,635 |
Net cash used in operating activities | (35,140) | (27,840) |
Investing activities: | ||
Purchases of property, plant and equipment | (23,382) | (5,202) |
Purchase of cost method investment | (8,500) | 0 |
Purchases of marketable securities | (75,115) | (207,891) |
Sales/maturities of marketable securities | 186,815 | 107,885 |
Net cash provided by (used in) investing activities | 79,818 | (105,208) |
Financing activities: | ||
Principal payments of financing/capital lease obligations | (19,868) | (10) |
Proceeds from exercise of stock options and warrants | 1,192 | 1,044 |
Repurchase of common stock with commissions | (12,456) | (11,898) |
Net share settlement for RSU vesting and option exercises | (709) | (592) |
Net cash used in financing activities | (31,841) | (11,456) |
Net increase (decrease) in cash and cash equivalents | 12,837 | (144,504) |
Cash and cash equivalents, beginning of period | 8,083 | 175,908 |
Cash and cash equivalents, end of period | 20,920 | 31,404 |
Cash paid during the period for: | ||
Interest | 632 | 29 |
Income taxes | 3 | 1 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment purchases acquired under capital lease | 19,448 | 0 |
Estimated fair value of building under build-to-suit lease | 0 | 5,139 |
Property and equipment purchases included in accounts payable and accrued expenses | 17,561 | 1,092 |
Unrealized gain on marketable securities | 108 | 506 |
Cashless exercise of stock options and warrants | 16 | 456 |
Lease incentive | $ 0 | $ 239 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
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. In addition, the Company 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 CD16 bearing aNK cell lines and intellectual property to numerous pharmaceutical and biotechnology companies for such non-clinical uses. The Company also licensed exclusive commercial rights to a unique HER2-specific receptor bearing aNK cell line along with the corresponding U.S. and foreign composition and methods-of-use patents and applications covering clinical use as a therapeutic to treat cancers. 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. Unaudited Interim The accompanying condensed consolidated balance sheet at September 30, 2017, the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2017, the condensed consolidated statements of cash flows for the nine months ended September 30, 2017, and the condensed consolidated statement of stockholders’ equity for the nine months ended September 30, 2017 have been prepared by management of the Company and have not been audited. These financial statements have been prepared on the same basis as the audited consolidated financial statements for the fiscal year ended December 31, 2016 and, in the opinion of management, include all normal recurring adjustments necessary for a fair statement of the Company’s results for the periods presented. These financial statements should be read in conjunction with the financial statements and notes thereto for the fiscal year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K. Interim operating results are not necessarily indicative of operating results for the full year. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Inex Bio, Inc. and 557 Doug St, LLC, and have been prepared in accordance with GAAP. All intercompany amounts have been eliminated. Liquidity As of September 30, 2017, the Company had an accumulated deficit of approximately $471.5 million. The Company also had negative cash flow from operations of approximately $35.1 million during the nine months ended September 30, 2017. 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 and marketable securities on hand 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies With the exception of the policy for cost method investments noted below, there have been no significant changes to the items that the Company disclosed as its summary of significant accounting policies in the Annual Report on Form 10-K for the year ended December 31, 2016. Accounting for The Company owns non-marketable equity securities that are accounted for under the cost method because the preferred stock is not considered in-substance common stock and the preferred stock does not have a readily determinable fair value. All investments are reviewed on a regular basis for possible impairment. If an investment's fair value is determined to be less than its net carrying value and the decline is determined to be other-than-temporary, the investment is written down to its fair value. Such an evaluation is judgmental and dependent on specific facts and circumstances. Factors considered in determining whether an other-than-temporary decline in value has occurred include: market value of the investment based on most recent rounds of financing by the investee, length of time that the market value was below its cost basis, financial condition and business prospects of the investee, the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery in market value of the investment, issues that raise concerns about the investee's ability to continue as a going concern, and any other information that the Company may be aware of related to the investment. Use of Estimates The preparation of condensed 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 condensed 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 stock-based compensation, warrants, the valuation allowance for deferred tax assets, preclinical and clinical trial accruals, impairment assessments, 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. Basic and Diluted Net Loss per Share of Common Stock Basic net loss per share is calculated by dividing 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 September 30, 2017 2016 Outstanding options 5,693,250 6,518,062 Outstanding restricted stock units 1,066,993 859,022 Outstanding warrants 17,735,527 17,775,257 Total 24,495,770 25,152,341 Amounts in the table above reflect the common stock equivalents of the noted instruments. 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. of ASU 2016-18 has been completed and will not have a significant impact in 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 in 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 in 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 adoption of ASU 2014-09 on revenue in the condensed consolidated statements of operations. Changes to the Company’s accounting policies, business processes, internal controls and disclosures to support the new accounting are not expected to be significant. |
Financial Statement Details
Financial Statement Details | 9 Months Ended |
Sep. 30, 2017 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | 3. Financial Statement Details Prepaid Expenses and Other Current Assets As of September 30, 2017 and December 31, 2016, prepaid expenses and other current assets consisted of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Prepaid services $ 1,037 $ 1,191 Interest receivable - marketable securities 836 1,484 Prepaid insurance 816 531 Equipment and supply deposits 602 482 Tenant improvement allowance receivable 387 — Prepaid rent 369 360 Prepaid license fees 192 462 Prepaid legal fees — 350 Other 286 275 $ 4,525 $ 5,135 Property, Plant and Equipment, Net As of September 30, 2017 and December 31, 2016, property, plant and equipment consisted of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Construction in progress $ 41,025 $ 6,939 Buildings 23,811 4,348 Equipment 9,104 5,458 Leasehold improvements 2,494 2,367 Software 1,082 769 Furniture & fixtures 233 203 77,749 20,084 Accumulated depreciation (3,278 ) (1,178 ) $ 74,471 $ 18,906 Depreciation expense related to property, plant and equipment was $0.9 million and $0.3 million for the three months ended September 30, 2017 and 2016, respectively, and $2.3 million and $0.4 million for the nine months ended September 30, 2017 and 2016, respectively. Construction in progress as of September 30, 2017 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 8 – Build-to-suit Lease Buildings of $23.8 million are comprised of $19.5 million related to the purchased warehouse and distribution facility in El Segundo, California, originally accounted for as a capital lease (See Note 8 – Capital Lease) Financing Lease Obligation Intangible Assets, Net As of September 30, 2017 and December 31, 2016, intangible assets consisted of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Technology license $ 9,042 $ 9,042 Less accumulated amortization (5,651 ) (3,956 ) $ 3,391 $ 5,086 Amortization expense was $0.6 million and $0.4 million for the three months ended September 30, 2017 and 2016, respectively, and $1.7 million and $1.3 million for the nine months ended September 30, 2017 and 2016, respectively. Amortization for the Company’s technology license is included in research and development expense in the condensed consolidated statement of operations. Other Assets As of September 30, 2017 and December 31, 2016, other assets consisted of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Restricted cash $ 179 $ 179 Security deposits 127 137 Equipment not placed in service — 362 Other 18 110 $ 324 $ 788 Accrued Expenses As of September 30, 2017 and December 31, 2016, accrued expenses consisted of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Accrued construction costs $ 11,068 $ 1,053 Accrued bonus 1,434 1,732 Accrued compensation 992 898 Accrued professional and service fees 882 1,008 Accrued preclinical and clinical trial costs 651 662 Accrued laboratory equipment and supplies 393 190 Other 418 321 $ 15,838 $ 5,864 Other Current Liabilities As of September 30, 2017 and December 31, 2016, other current liabilities were made up of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Deferred rent - current portion $ 501 $ 197 Build-to-suit lease liability - current portion 355 281 Financing obligation - current portion 276 253 Other 233 160 $ 1,365 $ 891 Investment Income, Net Net investment income includes interest income from all bank accounts as well as marketable securities, 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 three and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, (Unaudited) (Unaudited) 2017 2016 2017 2016 Interest income $ 1,005 $ 1,371 $ 3,408 $ 3,802 Investment amortization accretion expense, net (359 ) (625 ) (1,298 ) (1,567 ) Net realized gains on investments 34 49 30 67 $ 680 $ 795 $ 2,140 $ 2,302 Interest income includes interest from the Company’s bank deposits. The Company did not recognize an impairment loss on any investments for the nine months ended September 30, 2017 and 2016. |
Cost Method Investment
Cost Method Investment | 9 Months Ended |
Sep. 30, 2017 | |
Investments All Other Investments [Abstract] | |
Cost Method Investment | 4. Cost Method Investment In March 2017, the Company participated in a Series B convertible preferred stock financing and invested $8.5 million in Viracta Therapeutics, Inc. (Viracta), a clinical stage drug development company. The Company did not exercise the option to purchase up to an additional $8.5 million worth of shares of the Series B convertible preferred stock by September 30, 2017. In May 2017, the Company executed an exclusive worldwide license with Viracta to develop and commercialize Viracta’s proprietary histone deacetylase inhibitor drug candidate for use in combination with NK cell therapy and possibly additional therapies. See Note 7 for further information regarding the license. Based on the level of equity investment at risk, Viracta is not a Variable Interest Entity (VIE). The Company is not consolidating Viracta, but is accounting for this investment using the cost method because the preferred stock is not considered in-substance common stock and preferred stock does not have a readily determinable fair value. As of September 30, 2017, the Company did not estimate the fair value of this cost method investment as there were no events or changes in circumstances that may have had a significant adverse effect on the fair value of the investment. The $8.5 million cost of the investment is recorded in cost method investment in the condensed consolidated balance sheet as of September 30, 2017. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Securities | 9 Months Ended |
Sep. 30, 2017 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Cash Equivalents and Marketable Securities | 5. Cash Equivalents and Marketable Securities As of September 30, 2017, all of the Company’s marketable securities are classified as available-for-sale and are scheduled to mature within 4.8 years. At September 30, 2017, the detail of the Company’s cash equivalents and marketable securities is as follows (in thousands): September 30, 2017 (unaudited) Amortized Cost Unrealized Unrealized Losses Fair Value Current: Commercial paper $ 5,145 $ 1 $ — $ 5,146 Corporate debt securities 93,609 19 (58 ) 93,570 Government sponsored securities 24,263 — (28 ) 24,235 Foreign government bonds 8,402 — (6 ) 8,396 Current portion 131,419 20 (92 ) 131,347 Noncurrent: Corporate debt securities 31,540 25 (109 ) 31,456 Government sponsored securities 2,761 — (19 ) 2,742 Noncurrent portion 34,301 25 (128 ) 34,198 Total $ 165,720 $ 45 $ (220 ) $ 165,545 At December 31, 2016, the detail of the Company’s cash equivalents and marketable securities is as follows (in thousands): December 31, 2016 Amortized Cost Unrealized Unrealized Losses Fair Value Current: Corporate debt securities $ 165,605 $ 40 $ (76 ) $ 165,569 Government sponsored securities 22,252 21 (1 ) 22,272 Foreign government bonds 5,004 — (2 ) 5,002 Current portion 192,861 61 (79 ) 192,843 Noncurrent: Corporate debt securities 69,414 71 (290 ) 69,195 Government sponsored securities 17,018 2 (38 ) 16,982 Foreign government bonds 1,405 — (11 ) 1,394 Noncurrent portion 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. Available-for-sale investments that had been in an unrealized loss position for more and less than 12 months at September 30, 2017 and December 31, 2016 are as follows (in thousands): September 30, 2017 (unaudited) Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 76,280 $ (130 ) $ 10,892 $ (36 ) Government sponsored securities 26,978 (47 ) — — Foreign government bonds 7,000 (1 ) 1,397 (6 ) Total $ 110,258 $ (178 ) $ 12,289 $ (42 ) December 31, 2016 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 17,204 $ (39 ) $ — $ — Government sponsored securities 150,320 (366 ) — — Foreign government bonds 6,396 (13 ) — — Total $ 173,920 $ (418 ) $ — $ — 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 have any other-than-temporary impairment loss during the nine months ended September 30, 2017. At September 30, 2017, 57 of the securities and bonds are in an unrealized loss position. The Company recorded realized gains and losses on sales or maturities of available-for-sale securities as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, (unaudited) (unaudited) 2017 2016 2017 2016 Gross realized gains $ 43 $ 51 $ 45 $ 143 Gross realized losses (9 ) (2 ) (15 ) (76 ) Net realized gains $ 34 $ 49 $ 30 $ 67 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Recurring Valuations In accordance with the authoritative guidance for financial assets and liabilities measured at fair value on a recurring basis (ASC Topic 820), the Company prioritizes the inputs used to measure fair value from market-based assumptions to entity specific assumptions as follows: • Level 1—Inputs based on quoted market prices for identical assets or liabilities in active markets at the measurement date. • Level 2—Observable inputs other than quoted prices in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3—Inputs which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments valuation. The following tables present the Company’s hierarchy for its assets measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 (in thousands): Fair Value Measurements at September 30, 2017 (unaudited) Total Level 1 Level 2 Level 3 Assets: Current: Commercial paper $ 5,146 $ — $ 5,146 $ — Corporate debt securities 93,570 — 93,570 — Government sponsored securities 24,235 — 24,235 — Foreign government bonds 8,396 — 8,396 — Noncurrent: Corporate debt securities 31,456 — 31,456 — Government sponsored securities 2,742 — 2,742 — Total assets measured at fair value $ 165,545 $ — $ 165,545 $ — The table above excludes $20.9 million in depository institutions that are classified as Level 1 assets. Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents* $ 2,005 $ — $ 2,005 $ — Corporate debt securities 163,564 — 163,564 — Government sponsored securities 22,272 — 22,272 — Foreign government bonds 5,002 — 5,002 — Noncurrent: Corporate debt securities 69,195 — 69,195 — Government sponsored securities 16,982 — 16,982 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. Non-recurring Valuation Non-financial assets and liabilities are recognized at fair value subsequent to initial recognition when they are deemed to be other-than-temporarily impaired. There were no material non-financial assets and liabilities deemed to be other-than-temporarily impaired and measured at fair value on a non-recurring basis for the nine months ended September 30, 2017. |
Collaboration and License Agree
Collaboration and License Agreements | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration and License Agreements | 7. 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 BioScience Corporation (Altor), a related party (Note 9). 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 will supply free of charge sufficient amounts of Altor products for all pre-clinical requirements and all clinical requirements for up to 400 patients in Phase I and/or Phase II clinical trials, as required under the development plan for a project per the Co-Development agreement. 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. During the nine months ended September 30, 2017, the Company has dosed several patients with ALT-803 in its Phase II Merkel Cell Carcinoma trial. No charges for supplies or milestones by Altor have been incurred in association with the above trial during the nine months ended September 30, 2017. Royalties and In-licensing Agreement Viracta License Agreement In May 2017, the Company entered into an agreement with Viracta to grant the Company exclusive world-wide rights to Viracta’s Phase II drug candidate, VRx-3996, for use in combination with the Company’s platform of natural killer cell therapies. In consideration for the license, the Company is obligated to pay to Viracta (i) mid-single digit percentage royalties of net sales of licensed products for therapeutic use; and (ii) milestone payments ranging from $10.0 million to $25.0 million for various regulatory approvals and cumulative net sales levels. The Company may terminate the agreement, in its sole discretion, in whole or on a product by product and/or country by country basis, at any time upon 90 days’ prior written notice. In addition, either party may terminate the agreement in the event of a material breach or for bankruptcy of the other party. 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. Annual license fees under the agreement begin in 2018. During the third quarter of 2017, GSH reached the first regulatory milestone of a receipt of the first Institutional Review Board (IRB) approval for the Phase I Glioblastoma Study. The Company expensed $0.9 million for the first milestone payment under the agreement, which is included in research and development expenses in the condensed consolidated statements of operations for the three and nine months ended September 30, 2017 . |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 8. 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. 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. In September 2015, the USPTO filed a Motion for Expenses seeking $0.1 million for attorney’s fees and the USPTO’s expert witness fees. In February 2016, the U.S. District Court denied the USPTO’s Motion for Expenses for attorney’s fees and granted Director’s Motion for Expenses for the USPTO’s expert witness fees. The USPTO filed a notice of appeal on April 5, 2016. In May 2017, the Federal Circuit affirmed the U.S. District Court’s summary judgement ruling. The formal mandate was issued on June 26, 2017. In June 2017, the Federal Circuit reversed the U.S. District Court and remanded the case for the U.S. District Court to enter an award of $0.1 million in favor of the USPTO. On August 31, 2017, a majority of active Federal Circuit judges voted to vacate the June 2017 decision and hear the case en banc sua sponte. The USPTO’s opening en banc brief is due on November 15, 2017. Based on the information available at present, the Company cannot reasonably estimate a range of loss for this action beyond the attorney and expert witness fees. Accordingly, the awarded fees have been accrued, but no liability associated with this action beyond the fees has been accrued. The Company is expensing legal costs associated with defending this litigation as the costs are incurred. Securities Litigation In March 2016, a putative securities class action complaint captioned Sudunagunta v. NantKwest, Inc., et al. The actions originally filed in state court were removed to federal court, and the various related actions have been consolidated. Plaintiffs assert causes of action for alleged Plaintiffs during various time periods from In September 2017, the court denied defendants' motion to dismiss the third amended consolidated complaint. On September 6, 2016, a putative Bushansky v. Soon-Shiong, et al. The Company is named solely as a nominal defendant. On October 30, 2017, a putative stockholder derivative complaint captioned Mudd v. Soon-Shiong, et al. Sudunagunta Bushansky At this time, the Company cannot predict how the Court will rule on the merits of the claims and/or the scope of the potential loss in the event of an adverse outcome. Therefore, based on the information available at present, the Company cannot reasonably estimate a range of loss for this action. Should the Company ultimately be found liable, the liability could have a material adverse effect on the Company’s results of operations for the period or periods in which it is incurred. Contractual Obligations - Leases The Company leases: (i) office space in Cardiff-by-the-Sea, California; (ii) a research facility in Woburn, Massachusetts; (iii) office space in Cary, North Carolina; (iv) a research facility and office space in San Diego, California; (v) research and manufacturing space in Culver City, California, from a related party (Note 9); (vi) a research and manufacturing facility in El Segundo, California, also from a related party (Note 9); and (vii) a warehouse and distribution facility in El Segundo, California. The Company recognizes rent expense under its operating leases on a straight-line basis. Rent expense for the three months ended September 30, 2017 and 2016 was $0.6 million and $0.8 million, respectively, and $2.0 million and $2.2 million for the nine months ended September 30, 2017 and 2016, respectively. Capital Lease In April 2017, the Company entered into an agreement to purchase a commercial building with approximately 36,000 square feet, located in El Segundo, California. The Company intends to use this facility as a warehouse and distribution facility as it is adjacent to the El Segundo, California, research and manufacturing facility. Upon the execution of the purchase agreement, the Company made a deposit of $5.0 million to the escrow holder and entered into a lease agreement related to this facility commencing on May 1, 2017. There was no monthly base rent under the lease. The escrow closed in September 2017 and the Company paid the remaining purchase price, including closing costs, of $15.3 million and terminated the lease agreement. The Company had a bargain purchase option to purchase the building upon termination of the escrow period and, initially, accounted for the lease as a capital lease. Upon purchase of the building in September 2017, which resulted in the termination of the capital lease, the Company accounted for the transaction as a single transaction and the carrying amount of the asset was adjusted for any differences between the carrying amount of the lease obligation and the initial carrying amount of the asset. Build-to-suit Lease In September 2016, the Company entered into a lease agreement with 605 Doug St, LLC, a related party (Note 9), 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. During the construction period, the Company records the rent payments as (1) a reduction of the build-to-suit lease liability; (2) deferred rent; and (3) rent expense on the imputed cost to lease the underlying land of the facility, which is considered an operating lease. For the three months ended September 30, 2017 and 2016, the Company recorded $0.1 million and $0.1 million in rent expense, respectively, and $0.2 million and $0.1 million in rent expense, respectively, for the nine months ended September 30, 2017 and 2016, which is recorded in research and development expense in the condensed consolidated statement of operations. The Company is responsible for costs to build out the laboratory and has incurred costs of approximately $29.1 million as of September 30, 2017, which is reflected in construction in progress as part of property, plant and equipment, net in the condensed 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 in the condensed consolidated balance sheet as of September 30, 2017. 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 LLC (NantWorks) (Note 9) 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. The Company records the rent payments as (1) a reduction of the financing obligation; (2) imputed interest expense; and (3) rent expense on the imputed cost to lease the underlying land of the facility, which is considered an operating lease. For the three months ended September 30, 2017 and 2016, the Company recorded $47,000 and $0.1 million, respectively, and $0.1 million and $0.3 million for the nine months ended September 30, 2017 and 2016, respectively, in rent expense, which is reflected in research and development expense in the condensed consolidated statement of operations. 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 in the condensed 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. Commitments The Company did not enter into any significant contracts during the nine months ended September 30, 2017 other than those disclosed in this document . |
Related Party Agreements
Related Party Agreements | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | 9. Related Party Agreements The Company’s Chairman and CEO founded and has a controlling interest in NantWorks, which is a collection of multiple companies in the healthcare and technology space. As described below, the Company has entered into arrangements with NantWorks and certain affiliates of NantWorks to facilitate the development of new genetically modified NK cells for the Company’s product pipeline. John Lee, M.D. and Leonard Sender, M.D., Inc., a professional medical corporation, dba In July 2017, the Company entered into an agreement with John Lee, M.D. and Leonard Sender, M.D., Inc., a professional medical corporation, dba Chan Soon-Shiong Institutes for Medicine (CSSIM), in El Segundo, California. CSSIM is a related party as it is owned by two officers of the Company and NantWorks provides administrative services to CSSIM. One of the Company’s officers is the principal investigator for the trial on behalf of CSSIM. The clinical trial is an open-label, Phase I study of haNK for infusion in subjects with metastatic or locally advanced solid tumors. During the three and nine months ended September 30, 2017 estimated expense of $36,000 has been recognized in research and development expense in the condensed consolidated statement of operations and accrued expense in the condensed consolidated balance sheet. Tensorcom, Inc. In April 2017, the Company entered into a sublease agreement with Tensorcom, Inc. (Tensorcom) related to its San Diego, California, research and development laboratory and office space, with an initial lease from May 1, 2017 through April 30, 2018. The Company’s Chairman and CEO indirectly owns all of the outstanding equity of Tensorcom. The sublease agreement converts to a month-to-month lease after the initial lease term, not to exceed the expiration of the lease agreement between the Company and the third party landlord. After the initial term, the sublease agreement can be terminated by either party by providing a thirty day written notice. The sublease includes a portion of the premises consisting of approximately 6,557 rentable square feet of space. The monthly base rent is $25,000 per month, with an annual 3% increase. For the three and nine months ended September 30, 2017, the Company recognized $0.1 million and $0.1 million, respectively, in other income in the condensed consolidated statement of operations under the sublease agreement. At September 30, 2017, there was no balance due between the parties. VivaBioCell S.p.A. 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. The Company paid $0.6 million to VBC, which is recorded in prepaid expenses and other current assets in the condensed consolidated balance sheet, and expects to benefit from the research and development activities over a one year timeframe. For the three and nine months ended September 30, 2017, $0.2 million and $0.4 million, respectively, has been recognized in research and development expense in the condensed consolidated statement of operations and prepaid expenses and other current assets in the condensed consolidated balance sheet has been reduced by that amount. 605 Doug St. LLC 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 8 – Build-to-suit Lease Altor In August 2016, the Company entered into a Co-Development Agreement with Altor as described in Note 7. The Company’s Chairman and CEO is also the Chairman of Altor. Altor is a wholly owned subsidiary of NantCell Inc. (NantCell), and the Company’s Chairman and CEO is also the Chairman and CEO of NantCell and holds a greater than 20% ownership interest in NantCell. No charges for supplies or milestones by Altor have been incurred in association with the above trial during the three and nine months ended September 30, 2017. NantBio, Inc. In March 2016, NantBio, Inc. (NantBio), a NantWorks company, and the National Cancer Institute entered into a cooperative research and development agreement. The agreement covers NantBio 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 and second year under this agreement and is providing the first and second year funding under the five-year agreement. In both April 2016 and April 2017, the Company paid $0.6 million to the National Cancer Institute as a prepayment for the first and second year of funding. The Company recognizes research and development expense ratably over a 12-month period for each funding year and recorded $0.2 million and $0.1 million of expense for the three months ended September 30, 2017 and 2016, respectively, and $0.5 million and $0.3 million for the nine months ended September 30, 2017 and 2016, respectively. NantWorks 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 three months ended September 30, 2017 and 2016, the Company recorded selling, general and administrative expense of $0.7 million and $0.8 million, respectively, and $2.0 million and $2.3 million for the nine months ended September 30, 2017 and 2016, respectively. For the three months ended September 30, 2017 and 2016, the Company recorded research and development expense of $0.6 million and $0.4 million, respectively, and $2.1 million and $1.2 million for the nine months ended September 30, 2017 and 2016, respectively, under this arrangement in the condensed consolidated statement of operations. In June 2016, the Company amended the existing shared services agreement with NantWorks whereby the Company can provide such support services to NantWorks and/or any of its affiliates. For the three months ended September 30, 2017 and 2016, the Company recorded selling, general and administrative expense reimbursements of $0 and $17,000, respectively, and $0.2 million and $26,000 for the nine months ended September 30, 2017 and 2016, respectively. For the three months ended September 30, 2017 and 2016, the Company recorded research and development expense reimbursements of $0.3 million and $0.1 million, respectively, and $0.6 million and $0.1 million for the nine months ended September 30, 2017 and 2016, respectively. The Company owed NantWorks a net amount of $1.9 million for all agreements between the two affiliates at September 30, 2017, which is included in due to related parties in the condensed consolidated balance sheet. In November 2015, the Company entered into a facility license agreement with NantWorks, which became effective May 2015, for approximately 9,500 square feet in Culver City, California, which has been converted to a research and development laboratory and a GMP laboratory. See Note 8 - Financing Lease Obligation NantOmics, LLC 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 three months ended September 30, 2017 and 2016, the Company recorded operating expense of $0 and $0.1 million, respectively, and $13,000 and $0.2 million for the nine months ended September 30, 2017 and 2016, respectively, under the agreement to research and development expense in the condensed consolidated statement of operations. At September 30, 2017, there is no balance due between the parties. NantCell In June 2015, the Company also entered into a supply agreement with 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 agreement has an initial term of five years and renews automatically for successive one year periods unless terminated earlier. During the three months ended September 30, 2017, the Company ordered and partially received bioreactors, resulting in $0.3 million in capitalized equipment and $0.1 million in payable to related parties for the units received in the condensed consolidated balance sheet as of September 30, 2017. Under the same agreement, the Company also has the right to purchase reagents and consumables associated with such equipment from NantCell. During the three months ended September 30, 2017, the Company paid a deposit of $0.1 million for the consumables, which was recorded in prepaid expenses and other current assets in the condensed consolidated balance sheet. During the three and nine months ended September 30, 2017, the Company recorded research and development expense of $0 and $0.3 million, respectively, in the condensed consolidated statement of operations. No expense was recorded during the three and nine months ended September 30, 2016. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Stock Repurchase— 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. During the three and nine months ended September 30, 2017, the Company repurchased 0 and 3,072,209 shares of its common stock, respectively, at prices ranging between $3.10 and $4.75 per share for a total of $12.5 million, including $0.1 million of broker commissions on the repurchases. During the year ended December 31, 2016, the Company repurchased 2,157,944 shares of common stock for a total of $15.8 million. The shares are formally retired through board approval upon repurchase. 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 September 30, 2017, $21.8 million remained authorized for repurchase under the Company’s 2015 Share Repurchase Program and no shares were repurchased during the three months ended September 30, 2017. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation The following table presents stock-based compensation expense included in the Company’s condensed consolidated statement of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, (unaudited) (unaudited) 2017 2016 2017 2016 Stock-based compensation expense: Warrants for common stock to an officer $ 7,635 $ 14,171 $ 23,948 $ 41,443 Employee stock options 978 3,075 3,281 12,826 Employee restricted stock units 298 1,321 523 7,851 Non-employee restricted stock units (197 ) 102 361 466 $ 8,714 $ 18,669 $ 28,113 $ 62,586 Stock-based compensation expense in operating expenses: Research and development $ (3 ) $ 116 $ 40 $ 680 Selling, general and administrative 8,717 18,553 28,073 61,906 $ 8,714 $ 18,669 $ 28,113 $ 62,586 In the third quarter of 2017, the Company early adopted ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. 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 condensed 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 in the condensed consolidated statement of cash flows using a prospective transition method. Stock Options The following table summarizes stock option activity for the nine months ended September 30, 2017 (in thousands, except for share and year amounts): Number of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2016 6,307,386 $ 7.14 $ 19,100 6.4 Options exercised (614,136 ) $ 1.88 Outstanding at September 30, 2017 5,693,250 $ 7.71 $ 16,076 5.5 Vested and Exercisable at September 30, 2017 4,998,937 $ 8.47 $ 13,173 6.1 The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2017 was $1.7 million. The total unrecognized stock-based compensation expense related to non-vested stock options as of September 30, 2017 is $5.8 million, which is expected to be recognized over a weighted-average period of 1.5 years. Restricted Stock Units The following table summarizes the activity for restricted stock units: Number of Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Unvested balance at December 31, 2016 814,456 $ 13.98 Granted 563,483 $ 4.53 Vested (35,793 ) $ 8.21 Forfeited (275,153 ) $ 10.51 Unvested balance at September 30, 2017 1,066,993 $ 10.08 During the nine months ended September 30, 2017, the Company granted 486,233 shares of restricted stock units to employees and 77,250 shares to non-employees. Of the 77,250 shares granted to non-employees, 27,250 shares were granted to employees of related companies under the Company’s shared services agreement with NantWorks (Note 9). As of September 30, 2017, there was $4.7 million of unrecognized stock-based compensation expense related to restricted stock units that is expected to be recognized over a weighted-average period of 2.9 years. Of that amount, $3.4 million of unrecognized expense is related to employee grants with a weighted-average period of 3.0 years and $1.3 million of unrecognized expense is related to non-employee grants with a weighted-average period of 2.6 years that is impacted by periodic mark-to-market adjustments. Warrants The following table summarizes the warrant activity for the nine months ended September 30, 2017: Outstanding at December 31, 2016 17,768,314 Warrants exercised (32,787 ) Outstanding at September 30, 2017 17,735,527 Vested and exercisable at September 30, 2017 15,884,027 The total unrecognized stock-based compensation expense related to non-vested warrants as of September 30, 2017 is $25.5 million, which is expected to be recognized over a weighted-average period of 0.8 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The difference between the federal statutory tax rate of 34% and the Company’s 0% tax rate is due to losses in jurisdictions from which the Company cannot benefit. Intraperiod tax allocation rules require the Company to allocate the provision for income taxes between continuing operations and other categories of earnings, such as other comprehensive income. In periods in which the Company has a year-to-date pre-tax loss from continuing operations and pre-tax income in other categories of earnings, such as other comprehensive income, the Company must allocate the tax provision to the other categories of earnings. The Company then records a related tax benefit in continuing operations. During the nine months ended September 30, 2017, the Company recorded unrealized gains on its marketable securities in other comprehensive income, net of taxes. As a result, the Company recorded a tax benefit of $13,000 and tax expense of $39,000 for the three months ended September 30, 2017 and 2016, respectively, and tax expense of $23,000 and $0.1 million for the nine months ended September 30, 2017 and 2016, respectively, in the condensed consolidated statement of operations. The Company also recorded other comprehensive income of $15,000 and other comprehensive loss of $0.2 million for the three months ended September 30, 2017 and 2016, respectively, and income of $43,000 and $0.2 million for the nine months ended September 30, 2017 and 2016, respectively, in the condensed consolidated balance sheet. The Company is operating in Korea. During the three months ended September 30, 2017 and 2016, the tax benefit related to Korea is $0.1 million for each period. During the nine months ended September 30, 2017 and 2016, the tax benefit related to Korea is $0.3 million for each period. The Company currently files federal and state income tax returns in the United States and in Korea. Income tax expense consists of U.S. federal, state, and Korean income taxes. To date, the Company has not been required to pay U.S. federal, state, and Korean income taxes because of current and accumulated net operating losses. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Related Party Agreement In November 2017, the Company entered into an agreement with John Lee, M.D. and Leonard Sender, M.D., Inc., a professional medical corporation, dba Chan Soon-Shiong Institutes for Medicine (CSSIM), in El Segundo, California. CSSIM is a related party as it is owned by two officers of the Company and NantWorks provides administrative services to CSSIM. One of the Company’s officers will be the principal investigator for the trial on behalf of CSSIM. The clinical trial is a Phase Ib study, combination immunotherapy with haNK therapy in subjects with pancreatic cancer who have progressed on or after standard-of-care therapy. The cost under this agreement is estimated at $7.1 million. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Inex Bio, Inc. and 557 Doug St, LLC, and have been prepared in accordance with GAAP. All intercompany amounts have been eliminated. |
Liquidity | Liquidity As of September 30, 2017, the Company had an accumulated deficit of approximately $471.5 million. The Company also had negative cash flow from operations of approximately $35.1 million during the nine months ended September 30, 2017. 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 and marketable securities on hand 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. |
Accounting for Cost Method Investments | Accounting for The Company owns non-marketable equity securities that are accounted for under the cost method because the preferred stock is not considered in-substance common stock and the preferred stock does not have a readily determinable fair value. All investments are reviewed on a regular basis for possible impairment. If an investment's fair value is determined to be less than its net carrying value and the decline is determined to be other-than-temporary, the investment is written down to its fair value. Such an evaluation is judgmental and dependent on specific facts and circumstances. Factors considered in determining whether an other-than-temporary decline in value has occurred include: market value of the investment based on most recent rounds of financing by the investee, length of time that the market value was below its cost basis, financial condition and business prospects of the investee, the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery in market value of the investment, issues that raise concerns about the investee's ability to continue as a going concern, and any other information that the Company may be aware of related to the investment. |
Use of Estimates | Use of Estimates The preparation of condensed 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 condensed 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 stock-based compensation, warrants, the valuation allowance for deferred tax assets, preclinical and clinical trial accruals, impairment assessments, 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. |
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 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 September 30, 2017 2016 Outstanding options 5,693,250 6,518,062 Outstanding restricted stock units 1,066,993 859,022 Outstanding warrants 17,735,527 17,775,257 Total 24,495,770 25,152,341 Amounts in the table above reflect the common stock equivalents of the noted instruments. |
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. of ASU 2016-18 has been completed and will not have a significant impact in 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 in 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 in 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 adoption of ASU 2014-09 on revenue in the condensed consolidated statements of operations. Changes to the Company’s accounting policies, business processes, internal controls and disclosures to support the new accounting are not expected to be significant. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Securities Excluded from the Computation of Potentially Dilutive Securities | The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of September 30, 2017 2016 Outstanding options 5,693,250 6,518,062 Outstanding restricted stock units 1,066,993 859,022 Outstanding warrants 17,735,527 17,775,257 Total 24,495,770 25,152,341 Amounts in the table above reflect the common stock equivalents of the noted instruments. |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Financial Statement Details [Abstract] | |
Prepaid Expenses and Other Current Assets | As of September 30, 2017 and December 31, 2016, prepaid expenses and other current assets consisted of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Prepaid services $ 1,037 $ 1,191 Interest receivable - marketable securities 836 1,484 Prepaid insurance 816 531 Equipment and supply deposits 602 482 Tenant improvement allowance receivable 387 — Prepaid rent 369 360 Prepaid license fees 192 462 Prepaid legal fees — 350 Other 286 275 $ 4,525 $ 5,135 |
Property, Plant and Equipment, Net | As of September 30, 2017 and December 31, 2016, property, plant and equipment consisted of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Construction in progress $ 41,025 $ 6,939 Buildings 23,811 4,348 Equipment 9,104 5,458 Leasehold improvements 2,494 2,367 Software 1,082 769 Furniture & fixtures 233 203 77,749 20,084 Accumulated depreciation (3,278 ) (1,178 ) $ 74,471 $ 18,906 |
Intangible Assets, Net | As of September 30, 2017 and December 31, 2016, intangible assets consisted of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Technology license $ 9,042 $ 9,042 Less accumulated amortization (5,651 ) (3,956 ) $ 3,391 $ 5,086 |
Other Assets | As of September 30, 2017 and December 31, 2016, other assets consisted of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Restricted cash $ 179 $ 179 Security deposits 127 137 Equipment not placed in service — 362 Other 18 110 $ 324 $ 788 |
Accrued Expenses | As of September 30, 2017 and December 31, 2016, accrued expenses consisted of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Accrued construction costs $ 11,068 $ 1,053 Accrued bonus 1,434 1,732 Accrued compensation 992 898 Accrued professional and service fees 882 1,008 Accrued preclinical and clinical trial costs 651 662 Accrued laboratory equipment and supplies 393 190 Other 418 321 $ 15,838 $ 5,864 |
Other Current Liabilities | As of September 30, 2017 and December 31, 2016, other current liabilities were made up of (in thousands): September 30, 2017 December 31, 2016 (Unaudited) Deferred rent - current portion $ 501 $ 197 Build-to-suit lease liability - current portion 355 281 Financing obligation - current portion 276 253 Other 233 160 $ 1,365 $ 891 |
Investment Income, Net | Net investment income includes interest income from all bank accounts as well as marketable securities, 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 three and nine months ended September 30, 2017 and 2016 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, (Unaudited) (Unaudited) 2017 2016 2017 2016 Interest income $ 1,005 $ 1,371 $ 3,408 $ 3,802 Investment amortization accretion expense, net (359 ) (625 ) (1,298 ) (1,567 ) Net realized gains on investments 34 49 30 67 $ 680 $ 795 $ 2,140 $ 2,302 |
Cash Equivalents and Marketab24
Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Schedule of Cash Equivalents and Marketable Securities Available-for-Sale | As of September 30, 2017, all of the Company’s marketable securities are classified as available-for-sale and are scheduled to mature within 4.8 years. At September 30, 2017, the detail of the Company’s cash equivalents and marketable securities is as follows (in thousands): September 30, 2017 (unaudited) Amortized Cost Unrealized Unrealized Losses Fair Value Current: Commercial paper $ 5,145 $ 1 $ — $ 5,146 Corporate debt securities 93,609 19 (58 ) 93,570 Government sponsored securities 24,263 — (28 ) 24,235 Foreign government bonds 8,402 — (6 ) 8,396 Current portion 131,419 20 (92 ) 131,347 Noncurrent: Corporate debt securities 31,540 25 (109 ) 31,456 Government sponsored securities 2,761 — (19 ) 2,742 Noncurrent portion 34,301 25 (128 ) 34,198 Total $ 165,720 $ 45 $ (220 ) $ 165,545 At December 31, 2016, the detail of the Company’s cash equivalents and marketable securities is as follows (in thousands): December 31, 2016 Amortized Cost Unrealized Unrealized Losses Fair Value Current: Corporate debt securities $ 165,605 $ 40 $ (76 ) $ 165,569 Government sponsored securities 22,252 21 (1 ) 22,272 Foreign government bonds 5,004 — (2 ) 5,002 Current portion 192,861 61 (79 ) 192,843 Noncurrent: Corporate debt securities 69,414 71 (290 ) 69,195 Government sponsored securities 17,018 2 (38 ) 16,982 Foreign government bonds 1,405 — (11 ) 1,394 Noncurrent portion 87,837 73 (339 ) 87,571 Total $ 280,698 $ 134 $ (418 ) $ 280,414 |
Available-for-Sale Investments in Unrealized Loss Position | Available-for-sale investments that had been in an unrealized loss position for more and less than 12 months at September 30, 2017 and December 31, 2016 are as follows (in thousands): September 30, 2017 (unaudited) Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 76,280 $ (130 ) $ 10,892 $ (36 ) Government sponsored securities 26,978 (47 ) — — Foreign government bonds 7,000 (1 ) 1,397 (6 ) Total $ 110,258 $ (178 ) $ 12,289 $ (42 ) December 31, 2016 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 17,204 $ (39 ) $ — $ — Government sponsored securities 150,320 (366 ) — — Foreign government bonds 6,396 (13 ) — — Total $ 173,920 $ (418 ) $ — $ — |
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): Three Months Ended September 30, Nine Months Ended September 30, (unaudited) (unaudited) 2017 2016 2017 2016 Gross realized gains $ 43 $ 51 $ 45 $ 143 Gross realized losses (9 ) (2 ) (15 ) (76 ) Net realized gains $ 34 $ 49 $ 30 $ 67 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets Measured at Fair Value on Recurring Basis | The following tables present the Company’s hierarchy for its assets measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 (in thousands): Fair Value Measurements at September 30, 2017 (unaudited) Total Level 1 Level 2 Level 3 Assets: Current: Commercial paper $ 5,146 $ — $ 5,146 $ — Corporate debt securities 93,570 — 93,570 — Government sponsored securities 24,235 — 24,235 — Foreign government bonds 8,396 — 8,396 — Noncurrent: Corporate debt securities 31,456 — 31,456 — Government sponsored securities 2,742 — 2,742 — Total assets measured at fair value $ 165,545 $ — $ 165,545 $ — The table above excludes $20.9 million in depository institutions that are classified as Level 1 assets. Fair Value Measurements at December 31, 2016 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents* $ 2,005 $ — $ 2,005 $ — Corporate debt securities 163,564 — 163,564 — Government sponsored securities 22,272 — 22,272 — Foreign government bonds 5,002 — 5,002 — Noncurrent: Corporate debt securities 69,195 — 69,195 — Government sponsored securities 16,982 — 16,982 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. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation Expense Included in Operations Statement | The following table presents stock-based compensation expense included in the Company’s condensed consolidated statement of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, (unaudited) (unaudited) 2017 2016 2017 2016 Stock-based compensation expense: Warrants for common stock to an officer $ 7,635 $ 14,171 $ 23,948 $ 41,443 Employee stock options 978 3,075 3,281 12,826 Employee restricted stock units 298 1,321 523 7,851 Non-employee restricted stock units (197 ) 102 361 466 $ 8,714 $ 18,669 $ 28,113 $ 62,586 Stock-based compensation expense in operating expenses: Research and development $ (3 ) $ 116 $ 40 $ 680 Selling, general and administrative 8,717 18,553 28,073 61,906 $ 8,714 $ 18,669 $ 28,113 $ 62,586 |
Summarizes Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2017 (in thousands, except for share and year amounts): Number of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2016 6,307,386 $ 7.14 $ 19,100 6.4 Options exercised (614,136 ) $ 1.88 Outstanding at September 30, 2017 5,693,250 $ 7.71 $ 16,076 5.5 Vested and Exercisable at September 30, 2017 4,998,937 $ 8.47 $ 13,173 6.1 |
Restricted Stock Units Activity | The following table summarizes the activity for restricted stock units: Number of Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value Unvested balance at December 31, 2016 814,456 $ 13.98 Granted 563,483 $ 4.53 Vested (35,793 ) $ 8.21 Forfeited (275,153 ) $ 10.51 Unvested balance at September 30, 2017 1,066,993 $ 10.08 |
Summary of Warrant Activity | The following table summarizes the warrant activity for the nine months ended September 30, 2017: Outstanding at December 31, 2016 17,768,314 Warrants exercised (32,787 ) Outstanding at September 30, 2017 17,735,527 Vested and exercisable at September 30, 2017 15,884,027 |
Description of Business and B27
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Jan. 01, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Accumulated deficit | $ (471,455) | $ (387,063) | $ 31,000 | |
Net cash used in operating activities | $ (35,140) | $ (27,840) |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 24,495,770 | 25,152,341 |
Employee Stock Option | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 5,693,250 | 6,518,062 |
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 | 1,066,993 | 859,022 |
Outstanding Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 17,735,527 | 17,775,257 |
Financial Statement Details - P
Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Financial Statement Details [Abstract] | ||
Prepaid services | $ 1,037 | $ 1,191 |
Interest receivable - marketable securities | 836 | 1,484 |
Prepaid insurance | 816 | 531 |
Equipment and supply deposits | 602 | 482 |
Tenant improvement allowance receivable | 387 | 0 |
Prepaid rent | 369 | 360 |
Prepaid license fees | 192 | 462 |
Prepaid legal fees | 0 | 350 |
Other | 286 | 275 |
Total prepaid expenses and other current assets | $ 4,525 | $ 5,135 |
Financial Statement Details -30
Financial Statement Details - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 77,749 | $ 20,084 |
Accumulated depreciation | (3,278) | (1,178) |
Property, plant and equipment, net | 74,471 | 18,906 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 41,025 | 6,939 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 23,811 | 4,348 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,104 | 5,458 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,494 | 2,367 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,082 | 769 |
Furniture And Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 233 | $ 203 |
Financial Statement Details - A
Financial Statement Details - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Financial Statement Details [Line Items] | |||||
Depreciation expense related to property, plant and equipment | $ 900,000 | $ 300,000 | $ 2,300,000 | $ 400,000 | |
Non cash build to suit lease asset | 5,100,000 | 5,100,000 | |||
Property, plant and equipment, gross | 77,749,000 | 77,749,000 | $ 20,084,000 | ||
Amortization expense | 600,000 | $ 400,000 | 1,700,000 | 1,300,000 | |
Impairment loss on recognized investments | 0 | $ 0 | |||
Buildings | |||||
Financial Statement Details [Line Items] | |||||
Property, plant and equipment, gross | 23,811,000 | 23,811,000 | $ 4,348,000 | ||
Capital Lease | |||||
Financial Statement Details [Line Items] | |||||
Property, plant and equipment, gross | 19,500,000 | 19,500,000 | |||
Financing Lease | |||||
Financial Statement Details [Line Items] | |||||
Property, plant and equipment, gross | $ 4,300,000 | $ 4,300,000 |
Financial Statement Details - I
Financial Statement Details - Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 3,391 | $ 5,086 |
Technology License | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets | 9,042 | 9,042 |
Less accumulated amortization | (5,651) | (3,956) |
Intangible assets, net | $ 3,391 | $ 5,086 |
Financial Statement Details - O
Financial Statement Details - Other Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Financial Statement Details [Abstract] | ||
Restricted cash | $ 179 | $ 179 |
Security deposits | 127 | 137 |
Equipment not placed in service | 0 | 362 |
Other | 18 | 110 |
Other Assets Noncurrent | $ 324 | $ 788 |
Financial Statement Details -34
Financial Statement Details - Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Financial Statement Details [Abstract] | ||
Accrued construction costs | $ 11,068 | $ 1,053 |
Accrued bonus | 1,434 | 1,732 |
Accrued compensation | 992 | 898 |
Accrued professional and service fees | 882 | 1,008 |
Accrued preclinical and clinical trial costs | 651 | 662 |
Accrued laboratory equipment and supplies | 393 | 190 |
Other | 418 | 321 |
Accrued Liabilities Current | $ 15,838 | $ 5,864 |
Financial Statement Details -35
Financial Statement Details - Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Financial Statement Details [Abstract] | ||
Deferred rent - current portion | $ 501 | $ 197 |
Build-to-suit lease liability - current portion | 355 | 281 |
Financing obligation - current portion | 276 | 253 |
Other | 233 | 160 |
Other current liabilities | $ 1,365 | $ 891 |
Financial Statement Details -36
Financial Statement Details - Investment Income, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Financial Statement Details [Abstract] | ||||
Interest income | $ 1,005 | $ 1,371 | $ 3,408 | $ 3,802 |
Investment amortization accretion expense, net | (359) | (625) | (1,298) | (1,567) |
Net realized gains on investments | 34 | 49 | 30 | 67 |
Investment income, net | $ 680 | $ 795 | $ 2,140 | $ 2,302 |
Cost Method Investment - Additi
Cost Method Investment - Additional Information (Detail) - USD ($) | Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule Of Cost Method Investments [Line Items] | |||
Cost method investment | $ 8,500,000 | $ 0 | |
Viracta Therapeutics, Inc. | Series B Convertible Preferred Stock | |||
Schedule Of Cost Method Investments [Line Items] | |||
Cost method investment | $ 8,500,000 | ||
Viracta Therapeutics, Inc. | Series B Convertible Preferred Stock | Maximum | |||
Schedule Of Cost Method Investments [Line Items] | |||
Option to purchase additional shares under cost method investment | $ 8,500,000 |
Cash Equivalents and Marketab38
Cash Equivalents and Marketable Securities - Additional Information (Detail) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017Security | Dec. 31, 2016USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | ||
Available for sale securities maturity period | 4 years 9 months 19 days | |
Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, period of unrealized loss positions | 12 months | 12 months |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalent portions included in current fair values | $ | $ 2 | |
Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Number of available-for-sale securities in unrealized loss positions | Security | 57 |
Cash Equivalents and Marketab39
Cash Equivalents and Marketable Securities - Schedule of Cash Equivalents and Marketable Securities Available-for-Sale (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 165,720 | $ 280,698 |
Unrealized Gains | 45 | 134 |
Unrealized Losses | (220) | (418) |
Fair Value | 165,545 | 280,414 |
Current Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 131,419 | 192,861 |
Unrealized Gains | 20 | 61 |
Unrealized Losses | (92) | (79) |
Fair Value | 131,347 | 192,843 |
Current Assets | Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 24,263 | 22,252 |
Unrealized Gains | 0 | 21 |
Unrealized Losses | (28) | (1) |
Fair Value | 24,235 | 22,272 |
Current Assets | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 93,609 | 165,605 |
Unrealized Gains | 19 | 40 |
Unrealized Losses | (58) | (76) |
Fair Value | 93,570 | 165,569 |
Current Assets | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,145 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 5,146 | |
Current Assets | Foreign Government Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 8,402 | 5,004 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (6) | (2) |
Fair Value | 8,396 | 5,002 |
Noncurrent Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 34,301 | 87,837 |
Unrealized Gains | 25 | 73 |
Unrealized Losses | (128) | (339) |
Fair Value | 34,198 | 87,571 |
Noncurrent Assets | Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,761 | 17,018 |
Unrealized Gains | 0 | 2 |
Unrealized Losses | (19) | (38) |
Fair Value | 2,742 | 16,982 |
Noncurrent Assets | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 31,540 | 69,414 |
Unrealized Gains | 25 | 71 |
Unrealized Losses | (109) | (290) |
Fair Value | $ 31,456 | 69,195 |
Noncurrent Assets | Foreign Government Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,405 | |
Unrealized Gains | 0 | |
Unrealized Losses | (11) | |
Fair Value | $ 1,394 |
Cash Equivalents and Marketab40
Cash Equivalents and Marketable Securities - Available-for-Sale Investments in Unrealized Loss Position (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | $ 110,258 | $ 173,920 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (178) | (418) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 12,289 | 0 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | (42) | 0 |
Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 26,978 | 150,320 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (47) | (366) |
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 |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 76,280 | 17,204 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (130) | (39) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 10,892 | 0 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | (36) | 0 |
Foreign Government Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 7,000 | 6,396 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (1) | (13) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 1,397 | 0 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | $ (6) | $ 0 |
Cash Equivalents and Marketab41
Cash Equivalents and Marketable Securities -Schedule of Realized Gains and Losses on Sales or Maturities of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Equivalents And Marketable Securities [Abstract] | ||||
Available-for-sale Securities, Gross Realized Gains | $ 43 | $ 51 | $ 45 | $ 143 |
Available-for-sale Securities, Gross Realized Losses | (9) | (2) | (15) | (76) |
Available-for-sale Securities, Net Realized Gains | $ 34 | $ 49 | $ 30 | $ 67 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 165,545 | $ 280,414 |
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 | 165,545 | 280,414 |
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 | 8,396 | 5,002 |
Current Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 24,235 | 22,272 |
Current Assets | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 5,146 | |
Current Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 93,570 | 163,564 |
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 | |
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 | 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 1 | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 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 | 8,396 | 5,002 |
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 | 24,235 | 22,272 |
Current Assets | Level 2 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 5,146 | |
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 | 93,570 | 163,564 |
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 | |
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 | 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 |
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 | |
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 | |
Noncurrent Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,742 | 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 | 31,456 | 69,195 |
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 | |
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 | 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 | |
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 | 2,742 | 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 | 31,456 | 69,195 |
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 | |
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 | 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 - Sum43
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash in depository institutions | $ 20.9 | $ 6.1 |
Collaboration and License Agr44
Collaboration and License Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
May 31, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($)Patient | |
GSH-BSD | |||
Licensing Agreement [Line Items] | |||
License agreement termination notice period | 60 days | ||
GSH | Phase I Glioblastoma Study | |||
Licensing Agreement [Line Items] | |||
Milestone Payment Amount | $ 900,000 | $ 900,000 | |
Viracta Therapeutics, Inc. | |||
Licensing Agreement [Line Items] | |||
License agreement termination notice period | 90 days | ||
Viracta Therapeutics, Inc. | Minimum | |||
Licensing Agreement [Line Items] | |||
Milestone Payment Amount | $ 10,000,000 | ||
Viracta Therapeutics, Inc. | Maximum | |||
Licensing Agreement [Line Items] | |||
Milestone Payment Amount | $ 25,000,000 | ||
Altor | |||
Licensing Agreement [Line Items] | |||
Maximum number of patients in phase 1 and 2 for clinical trials | Patient | 400 | ||
Supplies and milestone charges for conducting clinical trials | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2017USD ($)ft² | Sep. 30, 2015USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($)ft² | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($)ft² | Dec. 31, 2016USD ($) | Nov. 30, 2015ft² | May 31, 2015ft² | |
Commitments And Contingencies [Line Items] | |||||||||
Rent expense | $ 600,000 | $ 800,000 | $ 2,000,000 | $ 2,200,000 | |||||
Non cash build to suit lease asset | 5,100,000 | 5,100,000 | |||||||
Property, plant and equipment, gross | 77,749,000 | 77,749,000 | $ 20,084,000 | ||||||
Doug St, LLC | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Base rent - monthly | $ 100,000 | ||||||||
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 | ||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||
Annual percentage increases to base rent commencement date | Jul. 31, 2017 | ||||||||
Costs incurred | 29,100,000 | $ 29,100,000 | |||||||
Non cash build to suit lease asset | 5,100,000 | $ 5,100,000 | |||||||
Property and equipment estimated useful lives | 39 years | ||||||||
Doug St, LLC | Research and Development | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Rent expense | 100,000 | 100,000 | $ 200,000 | 100,000 | |||||
NantWorks | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Base rent - monthly | $ 47,000 | ||||||||
Number of square foot of facility leased | ft² | 9,500 | 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. | ||||||||
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 | 3,500,000 | |||||||
Property and equipment estimated useful lives | 39 years | ||||||||
NantWorks | Building Under Financing Lease | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Property, plant and equipment, gross | 4,300,000 | $ 4,300,000 | |||||||
NantWorks | Research and Development | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Rent expense | $ 47,000 | $ 100,000 | 100,000 | $ 300,000 | |||||
El Segundo California | Doug St, LLC | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Number of square foot of facility leased | ft² | 24,250 | 24,250 | |||||||
El Segundo California | Agreement to Purchase Commercial Building | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Area of Land | ft² | 36,000 | ||||||||
Escrow deposit | $ 5,000,000 | ||||||||
Remaining purchase price paid including closing costs | $ 15,300,000 | ||||||||
Base rent - monthly | $ 0 | ||||||||
Escrow closed period | 2017-09 | ||||||||
USPTO | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Attorney's fees and expert witness fees | $ 100,000 |
Related Party Agreements - Addi
Related Party Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Apr. 30, 2017USD ($)ft² | Apr. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($)ft² | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($)ft² | Jul. 31, 2017Officer | Jun. 30, 2017USD ($) | Feb. 28, 2017USD ($) | Dec. 31, 2016USD ($) | Aug. 31, 2016 | Nov. 30, 2015ft² | May 31, 2015ft² | |
Related Party Transaction [Line Items] | |||||||||||||
Research and development | $ 11,069,000 | $ 8,364,000 | $ 30,023,000 | $ 19,708,000 | |||||||||
Prepaid expenses and other current assets | 4,525,000 | 4,525,000 | $ 5,135,000 | ||||||||||
Due to related parties | 1,986,000 | 1,986,000 | $ 1,753,000 | ||||||||||
Selling, general and administrative | 13,381,000 | 24,423,000 | 43,736,000 | 79,678,000 | |||||||||
Chan Soon-Shiong Institutes for Medicine (CSSIM) | CALIFORNIA | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of officers | Officer | 2 | ||||||||||||
Research and development | 36,000 | $ 36,000 | |||||||||||
Tensorcom, Inc | San Diego California | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Period of agreement | Initial lease from May 1, 2017 through April 30, 2018 | ||||||||||||
Sublease termination notice period | 30 days | ||||||||||||
Number of square foot of facility leased | ft² | 6,557 | ||||||||||||
Base rent - monthly | $ 25,000 | ||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||
Due between parties | 0 | $ 0 | |||||||||||
Tensorcom, Inc | San Diego California | Other Income | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sublease revenue recognized | 100,000 | 100,000 | |||||||||||
VivaBioCell S.p.A. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Research and development | 200,000 | $ 400,000 | |||||||||||
Prepaid expenses and other current assets | $ 600,000 | ||||||||||||
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 to related parties | 0 | $ 0 | |||||||||||
Doug St, LLC | Research and Development | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Rent expense | 100,000 | $ 100,000 | 200,000 | $ 100,000 | |||||||||
Doug St, LLC | El Segundo California | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of square foot of facility leased | ft² | 24,250 | 24,250 | |||||||||||
Altor | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Research and development charges incurred for supplies or milestone | 0 | 0 | |||||||||||
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 | $ 600,000 | $ 200,000 | $ 100,000 | $ 500,000 | $ 300,000 | |||||||
Initial term of agreement entered into with the related party by the entity | 5 years | ||||||||||||
Research and development expense, ratable payment period | 12 months | 12 months | 12 months | 12 months | |||||||||
NantWorks | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of square foot of facility leased | ft² | 9,500 | 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 | $ 1,900,000 | $ 1,900,000 | |||||||||||
NantWorks | Shared Services Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Research and development | 600,000 | $ 400,000 | 2,100,000 | $ 1,200,000 | |||||||||
Selling, general and administrative | 700,000 | 800,000 | 2,000,000 | 2,300,000 | |||||||||
NantWorks | Reimbursements | Shared Services Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Research and development | 300,000 | 100,000 | 600,000 | 100,000 | |||||||||
Selling, general and administrative | 0 | 17,000 | 200,000 | 26,000 | |||||||||
NantWorks | Research and Development | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Rent expense | 47,000 | 100,000 | 100,000 | 300,000 | |||||||||
NantOmnics | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Research and development | 0 | 100,000 | $ 13,000 | 200,000 | |||||||||
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 | ||||||||||||
Nant Cell Inc | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Research and development | 0 | $ 0 | $ 300,000 | $ 0 | |||||||||
Due to related parties | 100,000 | $ 100,000 | |||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | ||||||||||||
Related party, agreement renewal term | 1 year | ||||||||||||
Related parties, capitalized equipment amount | 300,000 | ||||||||||||
Related parties, deposit paid for consumables | $ 100,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Nov. 30, 2015 | |
Class Of Stock [Line Items] | ||||
Total amount authorized for repurchase | $ 50,000,000 | |||
Repurchase of common stock, shares | 0 | 3,072,209 | 2,157,944 | |
Repurchase of common stock before commissions, value | $ 12,500,000 | $ 15,800,000 | ||
Broker commissions on the repurchases | 100,000 | |||
Remained authorized shares for repurchase | $ 21,800,000 | $ 21,800,000 | ||
Minimum | ||||
Class Of Stock [Line Items] | ||||
Repurchase of common stock, par value | $ 3.10 | |||
Maximum | ||||
Class Of Stock [Line Items] | ||||
Repurchase of common stock, par value | $ 4.75 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Based Compensation Expenses Related to Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 8,714 | $ 18,669 | $ 28,113 | $ 62,586 |
Warrants For Common Stock | Officer | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 7,635 | 14,171 | 23,948 | 41,443 |
Employee Stock Option | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 978 | 3,075 | 3,281 | 12,826 |
Employee Restricted Stock Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 298 | 1,321 | 523 | 7,851 |
Non Employee Restricted Stock Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | (197) | 102 | 361 | 466 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | (3) | 116 | 40 | 680 |
Selling, General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 8,717 | $ 18,553 | $ 28,073 | $ 61,906 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Jan. 01, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Accumulated deficit | $ (471,455) | $ (387,063) | $ 31,000 | |
Additional stock compensation expense | $ 27,000 | |||
Outstanding Warrants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense related to non-vested stock options | $ 25,500 | |||
Weighted-average period for recognition | 9 months 19 days | |||
Employee Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate intrinsic value of stock options exercised | $ 1,700 | |||
Unrecognized stock-based compensation expense related to non-vested stock options | $ 5,800 | |||
Weighted-average period for recognition | 1 year 6 months | |||
Employee Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average period for recognition | 3 years | |||
Number of Shares, Granted | 486,233 | |||
Unrecognized compensation cost related to non-vested stock options | $ 3,400 | |||
Non Employee Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average period for recognition | 2 years 7 months 7 days | |||
Number of Shares, Granted | 77,250 | |||
Unrecognized compensation cost related to non-vested stock options | $ 1,300 | |||
Employee Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average period for recognition | 2 years 10 months 25 days | |||
Number of Shares, Granted | 563,483 | |||
Unrecognized compensation cost related to non-vested stock options | $ 4,700 | |||
Employee Restricted Stock Units | Employees Of Related Company | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares, Granted | 27,250 |
Stock-Based Compensation - St50
Stock-Based Compensation - Stock Option Activity (Detail) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Number of Shares | ||
Stock Options, Beginning Balance | 6,307,386 | |
Stock Options, Options exercised | (614,136) | |
Stock Options, Ending Balance | 5,693,250 | 6,307,386 |
Stock Options, Vested and Exercisable | 4,998,937 | |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Outstanding Beginning balance | $ 7.14 | |
Weighted Average Exercise Price, Options exercised | 1.88 | |
Weighted Average Exercise Price, Outstanding Ending balance | 7.71 | $ 7.14 |
Weighted Average Exercise Price, Vested and Exercisable | $ 8.47 | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value, Outstanding | $ 16,076 | $ 19,100 |
Aggregate Intrinsic Value, Vested and Exercisable | $ 13,173 | |
Weighted Average Remaining Contractual Life | ||
Weighted Average Remaining Contractual Life, Outstanding | 5 years 6 months | 6 years 4 months 24 days |
Weighted Average Remaining Contractual Life, Vested and Exercisable | 6 years 1 month 6 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Activity (Detail) - Outstanding Restricted Stock Units | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Unvested, Beginning balance | shares | 814,456 |
Number of Shares, Granted | shares | 563,483 |
Number of Shares, Vested | shares | (35,793) |
Number of Shares, Forfeited | shares | (275,153) |
Number of Shares, Unvested, Ending balance | shares | 1,066,993 |
Weighted-Average Grant Date Fair Value, Unvested, beginning balance | $ / shares | $ 13.98 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 4.53 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 8.21 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 10.51 |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ / shares | $ 10.08 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Warrant Activity (Detail) - Outstanding Warrants | 9 Months Ended |
Sep. 30, 2017shares | |
Warrant [Line Items] | |
Warrants, Beginning Balance | 17,768,314 |
Warrants exercised | (32,787) |
Warrants, Ending Balance | 17,735,527 |
Warrants, Vested and exercisable Ending Balance | 15,884,027 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax [Line Items] | ||||
Federal statutory tax rate | 34.00% | |||
Company's effective tax rate | 0.00% | |||
Tax (benefit) expense | $ (13,000) | $ 39,000 | $ 23,000 | $ 100,000 |
Tax benefit in other comprehensive income (loss) | 15,000 | (200,000) | 43,000 | 200,000 |
Korea | ||||
Income Tax [Line Items] | ||||
Tax benefit | $ 100,000 | $ 100,000 | $ 300,000 | $ 300,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Chan Soon-Shiong Institutes for Medicine (CSSIM) - CALIFORNIA $ in Millions | 1 Months Ended | |
Nov. 06, 2017USD ($)Officer | Jul. 31, 2017Officer | |
Subsequent Event [Line Items] | ||
Number of officers | 2 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of officers | 2 | |
Estimated cost of clinical trial agreement | $ | $ 7.1 |