Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 05, 2018 | |
Document Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 79,226,083 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 15,310 | $ 23,872 |
Due from related parties | 107 | 154 |
Prepaid expenses and other current assets | 16,432 | 4,152 |
Marketable debt securities, available-for-sale | 67,998 | 104,280 |
Notes receivable, held-to-maturity | 723 | 0 |
Total current assets | 100,570 | 132,458 |
Marketable debt securities, noncurrent | 12,585 | 29,600 |
Property, plant and equipment, net | 77,273 | 76,726 |
Equity investment | 8,500 | 8,500 |
Intangible assets, net | 1,130 | 2,826 |
Other assets | 1,583 | 330 |
Total assets | 201,641 | 250,440 |
Current liabilities: | ||
Accounts payable | 3,525 | 5,865 |
Accrued expenses | 22,785 | 11,267 |
Due to related parties | 2,175 | 2,363 |
Other current liabilities | 1,919 | 1,373 |
Total current liabilities | 30,404 | 20,868 |
Build-to-suit liability, less current portion | 0 | 4,909 |
Financing obligation, less current portion | 6,108 | 1,741 |
Deferred rent | 2,897 | 3,325 |
Deferred tax liability | 122 | 498 |
Other liabilities | 24 | 255 |
Total liabilities | 39,555 | 31,596 |
Commitments and contingencies (Note 8) | 0 | 0 |
Stockholders’ equity | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 79,226,083 and 79,021,878 issued and outstanding as of September 30, 2018 and December 31, 2017 | 8 | 8 |
Additional paid-in capital | 739,839 | 717,930 |
Accumulated other comprehensive loss | (348) | (381) |
Accumulated deficit | (577,413) | (498,713) |
Total stockholders’ equity | 162,086 | 218,844 |
Total liabilities and stockholders’ equity | $ 201,641 | $ 250,440 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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 | 79,226,083 | 79,021,878 |
Common stock, shares outstanding | 79,226,083 | 79,021,878 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 31 | $ 8 | $ 40 | $ 33 |
Operating expenses: | ||||
Research and development (including amounts to related parties) | 14,559 | 11,069 | 43,238 | 30,023 |
Selling, general and administrative (including amounts to related parties) | 9,580 | 13,381 | 37,472 | 43,736 |
Total operating expenses | 24,139 | 24,450 | 80,710 | 73,759 |
Loss from operations | (24,108) | (24,442) | (80,670) | (73,726) |
Other income: | ||||
Investment income, net | 447 | 680 | 1,442 | 2,140 |
Interest expense (including amounts to related parties) | (149) | (393) | (288) | (584) |
Other income (expense), net (including amounts to related parties) | 47 | 87 | 255 | (87) |
Total other income | 345 | 374 | 1,409 | 1,469 |
Loss before income taxes | (23,763) | (24,068) | (79,261) | (72,257) |
Income tax benefit | 128 | 99 | 375 | 321 |
Net loss | $ (23,635) | $ (23,969) | $ (78,886) | $ (71,936) |
Net loss per share: | ||||
Basic and diluted | $ (0.30) | $ (0.30) | $ (1) | $ (0.89) |
Weighted-average number of shares during the period: | ||||
Basic and diluted | 79,204,765 | 79,440,591 | 79,116,805 | 80,996,732 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (23,635) | $ (23,969) | $ (78,886) | $ (71,936) |
Other comprehensive income (loss), net of income taxes: | ||||
Net unrealized gain (loss) on available-for-sale securities | 100 | 59 | 33 | (177) |
Reclassification of net realized gains on available-for-sale securities included in net loss | 0 | (24) | 0 | (25) |
Total other comprehensive income (loss) | 100 | 35 | 33 | (202) |
Comprehensive loss | $ (23,535) | $ (23,934) | $ (78,853) | $ (72,138) |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance at Dec. 31, 2017 | $ 218,844 | $ 8 | $ 717,930 | $ (381) | $ (498,713) |
Beginning Balance, Shares at Dec. 31, 2017 | 79,021,878 | 79,021,878 | |||
Stock-based compensation expense | $ 21,975 | $ 0 | 21,975 | 0 | 0 |
Vesting of restricted stock units | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units, Shares | 172,330 | ||||
Exercise of warrants | 57 | $ 0 | 57 | 0 | 0 |
Exercise of warrants, Shares | 93,254 | ||||
Employee payroll taxes withheld related to vesting of restricted stock units | (123) | $ 0 | (123) | 0 | 0 |
Employee payroll taxes withheld related to vesting of restricted stock units, Shares | (61,379) | ||||
Cumulative effect of the adoption of the new revenue standard | 186 | $ 0 | 0 | 0 | 186 |
Other comprehensive income, net | 33 | 0 | 0 | 33 | 0 |
Net loss | (78,886) | 0 | 0 | 0 | (78,886) |
Ending Balance at Sep. 30, 2018 | $ 162,086 | $ 8 | $ 739,839 | $ (348) | $ (577,413) |
Ending Balance, Shares at Sep. 30, 2018 | 79,226,083 | 79,226,083 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities: | ||
Net loss | $ (78,886) | $ (71,936) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 21,975 | 28,113 |
Depreciation and amortization | 6,768 | 3,997 |
Amortization of net premiums on marketable debt securities | 382 | 1,298 |
Non-cash interest items, net | 323 | 648 |
Loss on disposal of assets | 134 | 64 |
Deferred income tax benefit | (376) | (315) |
Gain on sales of marketable debt securities | 0 | (25) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (12,452) | (576) |
Other assets | (1,217) | 464 |
Accounts payable | (66) | 1,493 |
Accrued expenses and other liabilities | 14,619 | (446) |
Due to related parties | (182) | 759 |
Deferred rent and revenue | (370) | 1,322 |
Net cash used in operating activities | (49,348) | (35,140) |
Investing activities: | ||
Purchases of property, plant and equipment | (11,057) | (23,382) |
Purchase of equity investment | 0 | (8,500) |
Purchases of debt securities, held-to-maturity | (723) | 0 |
Purchases of marketable debt securities, available-for-sale | (82,257) | (75,115) |
Sales/maturities of marketable debt securities | 135,204 | 186,815 |
Proceeds from sales of property, plant and equipment | 20 | 0 |
Net cash provided by investing activities | 41,187 | 79,818 |
Financing activities: | ||
Principal payments of financing/capital lease obligations | (335) | (19,868) |
Proceeds from exercise of stock options and warrants | 57 | 1,192 |
Repurchase of common stock with commissions | 0 | (12,456) |
Net share settlement for RSU vesting and option exercises | (123) | (709) |
Net cash used in financing activities | (401) | (31,841) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (8,562) | 12,837 |
Cash, cash equivalents and restricted cash, beginning of period | 24,051 | 8,262 |
Cash, cash equivalents, and restricted cash, end of period | 15,489 | 21,099 |
Reconciliation of cash, cash equivalents, and restricted cash at end of period: | ||
Cash and cash equivalents | 15,310 | 20,920 |
Restricted cash included in other assets | 179 | 179 |
Cash, cash equivalents, and restricted cash, end of period | 15,489 | 21,099 |
Supplemental disclosure of cash flow information: | ||
Interest | 217 | 632 |
Income taxes | 4 | 3 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment purchases acquired under capital lease | 0 | 19,448 |
Property and equipment purchases included in accounts payable, accrued expenses, and other liabilities | 4,437 | 17,561 |
Unrealized gains on marketable debt securities | 33 | 108 |
Cashless exercise of warrants | $ 94 | $ 16 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business 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 the Company’s strategy is to invest significantly in expanding the activated natural killer (aNK) platform and the development of the Company’s product candidates. The Company holds the exclusive right to commercialize 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 United States (U.S.) and foreign composition and methods-of-use patents and applications covering the clinical use of aNK cells as a therapeutic to treat a spectrum of clinical conditions. The Company also licensed exclusive commercial rights to a CD16 receptor expressing improvement of our aNK cell line, covered in a portfolio of U.S. and foreign composition and methods-of-use patents and applications covering both 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 non-exclusively licensed or sub-licensed its CD16 bearing aNK cell lines and corresponding intellectual property to numerous pharmaceutical and biotechnology companies for such non-clinical uses. The Company also licensed exclusive commercial rights to a unique Her2 Chimeric Antigen-Receptor (CAR) bearing aNK cell clone, 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. Liquidity As of September 30, 2018, the Company had an accumulated deficit of approximately $577.4 million. The Company also had negative cash flow from operations of approximately $49.3 million during the nine months ended September 30, 2018. 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, fail 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 debt 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 debt 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, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies other than the adoption of accounting pronouncements below, as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP). The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the results for the interim periods presented and have been prepared on the same basis as the audited consolidated financial statements for the fiscal year ended December 31, 2017. The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of results of income, comprehensive income, financial position, and cash flows in conformity with GAAP. Accordingly, these financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2017 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 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to stock-based compensation, 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. Principles of Consolidation and Equity Investments 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. The Company applies the variable interest model under Accounting Standards Codification (ASC) Topic 810, Consolidation For entities the Company holds an equity investment in and are not consolidated under the VIE Model, the Company considers whether its investment constitutes ownership of a majority of the voting interests in the entity and therefore should be considered for consolidation under the voting interest model. Unconsolidated equity investments in the common stock or in-substance common stock of an entity under which the Company is able to exercise significant influence, but not control, are accounted for using the equity method. The Company’s ability to exercise significant influence is generally indicated by ownership of 20 to 50 percent interest in the voting securities of the entity. All other unconsolidated equity investments on which the Company is not able to exercise significant influence will be subsequently measured at fair value with unrealized holding gains and losses included in other income, net on the consolidated statements of operations. In the instance the equity investment does not have a readily determinable fair value, the Company will apply the practicability exception and estimate the fair value at its cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company owns non-marketable equity securities that are accounted for as an equity investment at cost minus impairment and plus or minus changes resulting from observable price changes because the preferred stock held by the Company is not considered in-substance common stock and such 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, 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 impairment indicator is present include: the investees’ earning performance and clinical trial performance, change in the investees’ industry and geographic area in which it operates, offers to purchase or sell the security for a price less than the cost 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. Factors considered in determining whether an observable price change has occurred include: the price at which the investee issues equity instruments similar to those of the Company’s investment and the rights and preferences of those equity instruments compared to the Company’s. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash and cash equivalents and marketable debt securities. The Company’s cash and cash equivalents are with one major financial institution in the U.S. and one in Korea. Drug candidates developed by the Company will require approvals or clearances from the U.S. Food and Drug Administration (FDA) or international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s drug candidates will receive any of the required approvals or clearances. If the Company was to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on the Company. 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, 2018 2017 Outstanding options 6,493,250 5,693,250 Outstanding restricted stock units 947,461 1,066,993 Outstanding warrants 17,589,250 17,735,527 Total 25,029,961 24,495,770 Amounts in the table above reflect the common stock equivalents of the noted instruments. Recently Adopted Accounting Policies Financial Assets and Financial Liabilities Effective January 1, 2018, the Company adopted Accounting Standard Update (ASU) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities Revenue Recognition Beginning January 1, 2018, the Company follows the provisions of ASC Topic 606, Revenue from Contracts with Customers The Company derives substantially all of its revenue from non-exclusive license agreements with a limited number of pharmaceutical and biotechnology companies granting them the right to use the Company’s cell lines and intellectual property for non-clinical use. These agreements generally include upfront fees and annual research license fees for such use, as well as commercial license fees for sales of the Company’s licensee’s products developed or manufactured using the Company’s intellectual property and cell lines. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation based on relative standalone selling price and recognized as revenue when, or as, the performance obligation is satisfied. Under the Company’s license agreements with customers, the Company typically promises to provide a license to use certain cell lines and related patents, the related know-how, and future research and development data that affects the license. The Company concluded that these promises represent one performance obligation due to the highly interrelated nature of the promises. The Company provides the cell lines and know-how immediately upon entering into the contracts. The research and development data is provided throughout the term of the contract when and if available. The Company’s license agreement with Intrexon included a nonrefundable upfront payment of $0.4 million, received when the Company entered into the contract in 2010. In this instance, the Company determined that under ASC 606 it would be appropriate to recognize the initial milestone payment at a point in time, when it transferred the license. In this case, the intellectual property provided under the contract is functional intellectual property under ASC 606 and was determined to be a distinct performance obligation in the context of the arrangement. Prior to adoption, the upfront payment had been initially recorded as deferred revenue and was being recognized into revenue on a straight-line basis. As a result, upon adoption of ASC 606, the Company adjusted its opening retained deficit for the effects of recognizing revenue upfront for the initial milestone. The adjustment to opening retained deficit upon adoption was not material. The license agreements may include nonrefundable upfront payments, event-based milestone payments, sales-based royalty payments, or some combination of these. The event-based milestone payments represent variable consideration and the Company uses the most likely amount method to estimate this variable consideration. Given the high degree of uncertainly around achievement of these milestones, the Company does not recognize revenue from these milestone payments until the uncertainty associated with these payments is resolved. The Company currently estimates variable consideration related to milestone payments to be zero and, as such, no revenue has been recognized for milestone payments. The Company will recognize revenue from sales-based royalty payments when or as the sales occur. On a quarterly basis, the Company will re-evaluate its estimate of milestone variable consideration to determine whether any amount should be included in the transaction price and recorded in revenue prospectively. Upon adoption, the Company changed its accounting policy from accounting for milestones payments under the milestone method to accounting for variable consideration as discussed above. The change in accounting policy did not change any amounts in the financial statements because of the significant uncertainty surrounding the estimate of variable consideration for milestone payments. To date, the Company has generated minimal revenue related to the non-clinical use of its cells lines and intellectual property. The Company has no products approved for commercial sale and has not generated any revenue from product sales. If the Company fails to complete the development of its product candidates in a timely manner or fails to obtain regulatory approval for them, the Company may never be able to generate substantial future revenue. Statement of Cash Flows Effective January 1, 2018, the Company adopted ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows: Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force Recently Issued Accounting Pronouncements – Not Yet Adopted In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In February 2016, the FASB issued ASU 2016-02, Leases Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (SEC) during the three months ended September 30, 2018 did not, or are not expected to, have a material effect on the Company’s consolidated financial statements. |
Financial Statement Details
Financial Statement Details | 9 Months Ended |
Sep. 30, 2018 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | 3. Financial Statement Details Prepaid Expenses and Other Current Assets As of September 30, 2018 and December 31, 2017, prepaid expenses and other current assets consisted of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Insurance claim receivable $ 12,991 $ 340 Insurance premium financing asset 590 — Prepaid rent 531 373 Prepaid services 498 416 Interest receivable - marketable debt securities 441 764 Prepaid insurance 362 572 Prepaid license fees 327 597 Prepaid equipment maintenance 300 123 Prepaid supplies 189 210 Equipment deposits — 482 Other 203 275 $ 16,432 $ 4,152 Property, Plant and Equipment, Net As of September 30, 2018 and December 31, 2017, property, plant and equipment, net consisted of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Construction in progress $ 1,200 $ 42,281 Buildings 59,356 23,811 Equipment 20,333 9,625 Leasehold improvements 4,071 3,918 Software 1,247 1,092 Furniture & fixtures 381 302 86,588 81,029 Accumulated depreciation (9,315 ) (4,303 ) $ 77,273 $ 76,726 Depreciation expense related to property, plant and equipment was $2.2 million and $0.9 million for the three months ended September 30, 2018 and 2017, respectively, and $5.1 million and $2.3 million for the nine months ended September 30, 2018 and 2017, respectively. Buildings of $59.4 million include buildings under build-to-suit leases of $39.9 million and $19.5 million related to the Company’s purchased warehouse and distribution facility. Building value under build-to-suit leases represents the estimated fair market value of the buildings and capitalized construction costs where the Company is the “deemed owner” of the assets, for accounting purposes only. See Note 8 – Financing Lease Obligation Intangible Assets, Net As of September 30, 2018 and December 31, 2017, intangible assets consisted of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Technology license $ 9,042 $ 9,042 Less accumulated amortization (7,912 ) (6,216 ) $ 1,130 $ 2,826 Amortization expense related to intangible assets was $0.6 million and $0.6 million for the three months ended September 30, 2018 and 2017, respectively, and $1.7 million and $1.7 million for the nine months ended September 30, 2018 and 2017, respectively. Amortization for the Company’s technology license is included in research and development expense on the condensed consolidated statements of operations. Other Assets As of September 30, 2018 and December 31, 2017, other assets consisted of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Prepaid rent $ 1,245 $ — Restricted cash 179 179 Security deposits 113 127 Other 46 24 $ 1,583 $ 330 Restricted cash is comprised of a certificate of deposit that serves as collateral for a letter of credit required by the Company’s landlord as a security deposit related to the Company’s facility in San Diego, California. Accrued Expenses As of September 30, 2018 and December 31, 2017, accrued expenses consisted of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Litigation settlement accrual $ 12,000 $ — Accrued construction costs 3,341 6,212 Accrued bonus 1,936 1,930 Accrued professional and service fees 1,808 1,048 Accrued compensation 1,264 944 Accrued preclinical and clinical trial costs 1,076 521 Accrued laboratory equipment and supplies 881 — Other 479 612 $ 22,785 $ 11,267 Other Current Liabilities As of September 30, 2018 and December 31, 2017, other current liabilities were made up of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Financing obligation - current portion $ 1,195 $ 284 Deferred rent - current portion 577 520 Build-to-suit lease liability - current portion — 334 Other 147 235 $ 1,919 $ 1,373 Investment Income, Net Net investment income includes interest income from all bank accounts as well as marketable debt 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, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Unaudited) (Unaudited) Interest income $ 486 $ 1,005 $ 1,822 $ 3,408 Investment amortization accretion expense, net (39 ) (359 ) (382 ) (1,298 ) Net realized gains on investments — 34 2 30 $ 447 $ 680 $ 1,442 $ 2,140 The Company did not recognize an impairment loss on any investments for the three and nine months ended September 30, 2018 and 2017. |
Equity Investment
Equity Investment | 9 Months Ended |
Sep. 30, 2018 | |
Investments All Other Investments [Abstract] | |
Equity Investment | 4. Equity Investment In March 2017, the Company participated in a Series B convertible preferred stock financing and invested $8.5 million in Viracta, a clinical stage drug development company. The Company did not exercise its option to purchase up to an additional $8.5 million worth of shares of the Series B convertible preferred stock by the expiration date of 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. Based on the level of equity investment at risk, Viracta is not a VIE and therefore is not consolidated under the VIE Model. Also, the Company does not hold a controlling financial interest in Viracta and therefore is not consolidating Viracta under the voting interest model. As the preferred stock is not considered in-substance common stock, the investment is not within the scope of accounting for the investment under the equity method. As the preferred stock does not have a readily determinable fair value, the Company has elected to apply the practicability exception noted under ASC 825 and estimates the fair value at its $8.5 million cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. As of September 30, 2018, the Company’s qualitative impairment assessment did not indicate there were events or changes in circumstances that may have had a significant adverse effect on the fair value of the investment. The Company has not recorded any impairments as of September 30, 2018 or on a cumulative basis. Further, the Company has not identified any downward or upward adjustments due to observable price changes in the investment as of September 30, 2018 or on a cumulative basis. The $8.5 million cost of the investment is recorded in equity investment on the condensed consolidated balance sheet as of September 30, 2018. In June 2018, Viracta executed a 2018 Note and Warrant Purchase Agreement with existing and new investors, including the Company. The initial closing under the Purchase Agreement occurred in June 2018, at which point the Company purchased a convertible note, for $0.4 In September 2018, Viracta executed the milestone closing under the 2018 Note and Warrant Purchase Agreement, at which point the Company purchased a second convertible note, for $0.4 million, which is also convertible into Series B Preferred Stock under certain circumstances, and a warrant to purchase Viracta’s common shares. The convertible note accrues interest at 8% and has a nine-month maturity date. The Company classified the convertible notes as debt securities, held-to-maturity, on the condensed consolidated balance sheets. |
Cash Equivalents and Marketable
Cash Equivalents and Marketable Debt Securities | 9 Months Ended |
Sep. 30, 2018 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Cash Equivalents and Marketable Debt Securities | 5. Cash Equivalents and Marketable Debt Securities As of September 30, 2018, all of the Company’s marketable debt securities are classified as available-for-sale or held-to-maturity and are scheduled to mature within 3.0 years. At September 30, 2018, the detail of the Company’s cash equivalents and marketable debt securities is as follows (in thousands): September 30, 2018 (Unaudited) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Available-for-sale Corporate debt securities $ 58,598 $ 1 $ (81 ) $ 58,518 Government sponsored securities 4,000 — — 4,000 Commercial paper 3,983 1 — 3,984 U.S. treasury securities 1,496 — — 1,496 Total available-for-sale 68,077 2 (81 ) 67,998 Held-to-maturity, notes receivable 723 — — 723 Current portion 68,800 2 (81 ) 68,721 Noncurrent: Corporate debt securities 10,097 — (203 ) 9,894 Government sponsored securities 2,757 — (66 ) 2,691 Noncurrent portion 12,854 — (269 ) 12,585 Total $ 81,654 $ 2 $ (350 ) $ 81,306 At December 31, 2017, the detail of the Company’s cash equivalents and marketable debt securities is as follows (in thousands): December 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt securities $ 82,188 $ 5 $ (84 ) $ 82,109 Government sponsored securities 19,261 — (28 ) 19,233 Foreign government bonds 6,441 — (5 ) 6,436 Current portion 107,890 5 (117 ) 107,778 Noncurrent: Corporate debt securities 27,109 — (226 ) 26,883 Government sponsored securities 2,760 — (43 ) 2,717 Noncurrent portion 29,869 — (269 ) 29,600 Total $ 137,759 $ 5 $ (386 ) $ 137,378 Included in foreign government bonds is $3.5 million of cash equivalents at December 31, 2017. Available-for-sale investments that had been in an unrealized loss position for more and less than 12 months at September 30, 2018 and December 31, 2017 are as follows (in thousands): September 30, 2018 (Unaudited) Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 41,746 $ (44 ) $ 20,141 $ (240 ) Government sponsored securities — — 2,691 (66 ) U.S. treasury securities 1,496 — — — Total $ 43,242 $ (44 ) $ 22,832 $ (306 ) December 31, 2017 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 67,522 $ (104 ) $ 35,918 $ (206 ) Government sponsored securities 9,744 (20 ) 12,205 (51 ) Foreign government bonds 1,542 — 1,396 (5 ) Total $ 78,808 $ (124 ) $ 49,519 $ (262 ) 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, 2018. At September 30, 2018, 39 of the securities are in an unrealized loss position. The Company recorded realized gains and losses on sales or maturities of available-for-sale debt securities as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Unaudited) (Unaudited) Gross realized gains $ — $ 43 $ 2 $ 45 Gross realized losses — (9 ) — (15 ) Net realized gains $ — $ 34 $ 2 $ 30 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. 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, 2018 and December 31, 2017 (in thousands): Fair Value Measurements at September 30, 2018 (Unaudited) Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 15,310 $ 15,310 $ — $ — Corporate debt securities 58,518 — 58,518 — Government sponsored securities 4,000 — 4,000 — Commercial paper 3,984 — 3,984 — U.S. treasury securities 1,496 1,496 — — Noncurrent: Corporate debt securities 9,894 — 9,894 — Government sponsored securities 2,691 — 2,691 — Total assets measured at fair value $ 95,893 $ 16,806 $ 79,087 $ — Fair Value Measurements at December 31, 2017 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 23,872 $ 20,374 $ 3,498 $ — Corporate debt securities 82,109 — 82,109 — Government sponsored securities 19,233 — 19,233 — Foreign government bonds 2,938 — 2,938 — Noncurrent: Corporate debt securities 26,883 — 26,883 — Government sponsored securities 2,717 — 2,717 — Total assets measured at fair value $ 157,752 $ 20,374 $ 137,378 $ — 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 three months ended September 30, 2018. |
Collaboration and License Agree
Collaboration and License Agreements | 9 Months Ended |
Sep. 30, 2018 | |
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. There were no new collaborative agreements during the three months ended September 30, 2018. License Agreement Chemotherapeutisches Forschungsinstitut Georg-Speyer-Haus (GSH) and DRK-Blutspendedienst Baden-Wurttenberg-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 or (iii) by the Company in its sole discretion upon 60 days prior written notice. In January 2018, the Company began expensing the first annual license fee of $0.5 million. The license fee is currently in prepaid expenses and other current assets on the condensed consolidated balance sheet. The Company is amortizing the license over the twelve month period and recorded $0.1 million and $0.4 million of expense in research and development on the condensed consolidated statements of operations for the three and nine months ended September 30, 2018. |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
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 U.S. 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 judgment ruling. The formal mandate was issued on June 26, 2017. In June 2017, the Federal Circuit reversed the U.S. District Court’s fees ruling 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. On July 27, 2018, the Federal Circuit sitting en banc affirmed the U.S. District Court. The USPTO may seek rehearing or Supreme Court review. 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. 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. Under the terms of the settlement, which is subject to preliminary and final approval by the court, the Company agreed to pay $12 million to the plaintiffs as full and complete settlement of the litigation. The Company is responsible for $1.2 million of the settlement amount which has been recognized in selling, general and administrative expense on the condensed consolidated statements of operations, while the remaining $10.8 million will be fully funded by the Company’s insurance carriers under its directors’ and officers’ insurance policy. Management intends to continue to vigorously defend these proceedings. If for some reason the settlement is not approved and the Company is ultimately found liable, the liability could have a material adverse effect on the Company’s consolidated financial statements for the period or periods in which it is incurred. On September 6, 2016, a putative shareholder derivative complaint captioned Bushansky v. Soon-Shiong, et al. In October 2017, the first of two putative stockholder derivative complaints were filed in the Delaware Court of Chancery. The Delaware actions have been consolidated as In re NantKwest, Inc. Derivative Litigation, Cons. C.A. No. 2017-0774-VCL. A consolidated complaint was filed asserting that various of the Company's current and former directors and officers breached their fiduciary duties to the Company based on factual allegations similar to those in the Sudunagunta Bushansky Insurance Recoveries The Company has reflected its right to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with its third-party insurers and receipt is deemed probable. This includes instances where the Company’s third-party insurers have agreed to pay, on the Company’s behalf, certain legal defense costs and settlement amounts directly to applicable law firms and a settlement fund. The amount of such receivable recorded at September 30, 2018 was $13 million and is included in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets. Contractual Obligations - Leases The Company leases: (i) a research facility and office space in San Diego, California; (ii) a research and manufacturing space in Culver City, California, from a related party; (iii) a research and manufacturing facility in El Segundo, California, also from a related party; (iv) a research facility in Torrance, California, through an assignment agreement with a related party, and (v) a research facility in Woburn, Massachusetts. See Note 9 – Related Party Agreements The Company recognizes rent expense under its operating leases on a straight-line basis. Rent expense for the three months ended September 30, 2018 and 2017 was $0.7 million and $0.6 million, respectively, and $2.1 million and $2.0 million for the nine months ended September 30, 2018 and 2017, respectively. Financing Lease Obligation – El Segundo 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 has been converted to a research and development laboratory and a current Good Manufacturing Practices (cGMP) manufacturing facility. 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. 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. Rent expense for this facility is recorded in research and development expense on the condensed consolidated statements of operations and was $0.1 million and $0.1 million for the three months ended September 30, 2018 and 2017, respectively, and was $0.2 million and $0.2 million, for the nine months ended September 30, 2018 and 2017, respectively. The Company was responsible for costs to build out the facility and has incurred costs of approximately $30.4 million. Additionally, in order for the facility to meet the Company's research and development laboratory and cGMP specifications, the Company made certain structural changes to the facility as part of the conversion. 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. The Company recorded the build out costs as an asset with a corresponding build-to-suit liability, which was recorded as a component of other current and non-current liabilities on the condensed consolidated balance sheet while the building was under construction. Upon completion of construction of this building in May 2018, the Company evaluated the derecognition of the asset and liability under the provisions of ASC 840-40, Leases – Sale-Leaseback Transactions. Financing Lease Obligation – Culver City 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 cGMP manufacturing facility. 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. Rent expense for this facility is recorded in research and development expense on the consolidated statements of operations and was $47,000 for each of the three months ended September 30, 2018 and 2017, and was $0.1 million for each of the nine months ended September 30, 2018 and 2017. Under the facility license agreement, the Company was responsible for costs to build out the laboratory and manufacturing facility space and incurred costs of approximately $3.5 million. The Company concluded that it was the “deemed owner” of the building (for accounting purposes only) during the construction period. The Company recorded the build out costs as an asset with a corresponding build-to-suit liability, which was recorded as a component of other current and non-current liabilities on the condensed consolidated balance sheet while the building was under construction. Upon completion of construction of this building in August 2016, the Company evaluated the derecognition 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, 2018 other than those disclosed in this document . |
Related Party Agreements
Related Party Agreements | 9 Months Ended |
Sep. 30, 2018 | |
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. NantHealth Labs, Inc. (formally known as Liquid Genomics, Inc.) In March 2018, the Company entered into an agreement with NantHealth Labs, Inc. (NantHealth Labs), formally known as Liquid Genomics, Inc., to obtain blood-based tumor profiling services. NantHealth Labs is a related party of the Company as it is a wholly owned subsidiary of NantHealth, Inc., a majority owned subsidiary of NantWorks. The Company is obligated to pay NantHealth Labs fixed, per-patient fees. The agreement has an initial term of five years and renews automatically for successive one year periods, unless terminated earlier. During the three and nine months ended September 30, 2018, $0.2 million and $0.3 million, respectively, has been recognized in research and development expense on the condensed consolidated statements of operations. As of September 30, 2018, the Company owes NantHealth Labs $0.1 million, which is included in due to related parties on the condensed consolidated balance sheets. John Lee, M.D. and Leonard Sender, M.D., Inc., a professional medical corporation, dba In 2017 and 2018, the Company entered into multiple agreements 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, to conduct various clinical trials. 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 an investigator for the trials on behalf of CSSIM. During the three months ended September 30, 2018 and 2017, $0.7 million and $36,000, respectively, has been recognized in research and development expense on the condensed consolidated statements of operations. During the nine months ended September 30, 2018 and 2017, $2.1 million and $36,000, respectively, has been recognized in research and development expense on the condensed consolidated statements of operations. As of September 30, 2018, the Company owes CSSIM $0.7 million, which is included in due to related parties on the condensed consolidated balance sheet. Tensorcom, Inc. In April 2017, the Company entered into a sublease agreement with Tensorcom, Inc. (Tensorcom) for a portion of its San Diego, California, research and development laboratory and office space, with a lease from May 1, 2017 through its expiration in April 30, 2018. The Company’s Chairman and CEO indirectly owns all of the outstanding equity of Tensorcom. Rent income from this sublease is recorded in other income on the condensed consolidated statements of operations and was $0 and $0.1 million for the three months ended September 30, 2018 and 2017, respectively, and was $0.1 million and $0.1 million, for the nine months ended September 30, 2018 and 2017, respectively. As the sublease expired in April 2018, there is no balance due between the parties as of September 30, 2018. VivaBioCell S.p.A. In February 2017, the Company entered into a research grant agreement with VivaBioCell S.p.A. (VBC), a subsidiary of NantCell, Inc. (NantCell). NantCell is an affiliate of NantWorks. Pursuant to this research grant agreement, VBC conducted 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 was recorded in prepaid expenses and other current assets on the condensed consolidated balance sheet and benefited from the research and development activities over a one year timeframe. The Company recognized research and development expense of $0 and $0.2 million on the condensed consolidated statements of operations for the three months ended September 30, 2018 and 2017, respectively, and $0.1 million and $0.4 million for the nine months ended September 30, 2018 and 2017, respectively. Prepaid expenses and other current assets on the condensed consolidated balance sheet has been reduced by the expense recognized. 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 has been converted to a research and development laboratory and a cGMP manufacturing facility. 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 – Financing Lease Obligation – El Segundo Altor BioScience, LLC In August 2016, the Company entered into an exclusive Co-Development Agreement (the Co-Development Agreement) with Altor BioScience, LLC, formerly known as Altor BioScience Corporation (Altor). Altor is a related party of the Company as it is a wholly owned subsidiary of NantCell. NantCell is an affiliate of NantWorks. 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 granted 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 is 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 is required to 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. The Company has dosed patients with ALT-803 in several phase Ib/II trials. 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, 2018 and 2017. NantBio, Inc. In August 2018, NantBio, Inc. (NantBio), a NantWorks company, assigned an agreement to the Company for the use of a third-party research facility which provides the Company with the exclusive right to use and access to a portion of the third-party’s laboratory and vivarium premises. In conjunction with the assignment, the Company reimbursed NantBio for upfront payments made to the third-party of $0.9 million and paid $0.5 million directly to the third-party for an aggregate value of $1.4 million. The assigned agreement is for a term of 10 years and expires in June 2027. The agreement may be terminated by the Company at any time after the payment of the aggregate consideration, with or without cause. In case of termination of the agreement during the remaining contract term, the third-party will reimburse the Company for a pro-rata amount based upon the passage of time. The Company accounts for the upfront payments as other current and non-current assets on the condensed consolidated balance sheet, and is amortizing such upfront payments over the expected remaining lease term. Rent expense is recorded in research and development expense on the condensed consolidated statements of operations and was $20,000 for the three months ended September 30, 2018. In January 2018, the Company entered into a laboratory services agreement with NantBio. The agreement, effective December 2017, includes a sublease of approximately 1,965 square feet of laboratory and office space at the Company’s San Diego, California, research facility. The term of the sublease is 24 months, but can be terminated by either party with 30 days prior written notice. The sublease agreement converts to a month-to-month lease after the initial term, not to exceed the expiration of the lease agreement between the Company and the landlord. The monthly sublease and service fee of $10,000 is subject to an annual 3% increase on the agreement anniversary date. Rent income from this sublease is recorded in other income on the condensed consolidated statements of operations and was $31,000 and $0.1 million for the three and nine months ended September 30, 2018, respectively. At September 30, 2018, NantBio owes the Company $18,000, which is included in due from related parties on the condensed consolidated balance sheet. In March 2016, NantBio 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 are collaborating on the preclinical and clinical development of proprietary recombinant NK cells and monoclonal antibodies in monotherapy and in combination immunotherapies. The Company benefits from the preclinical and clinical research conducted during the first three years under this agreement and provided the first, second, and third year funding under the five year agreement. In each of April 2016, April 2017, and August 2018, the Company paid $0.6 million to the National Cancer Institute as a prepayment for services under the agreement. The Company recognized research and development expense relating to this agreement ratably over a 12 month period for each funding year and recorded $0.2 million and $0.2 million of expense for the three months ended September 30, 2018 and 2017, respectively, and $0.5 million and $0.5 million of expense for the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018, the Company has a balance of $0.3 million included in prepaid expenses and other current assets related to this agreement, on the condensed consolidated balance sheet. 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. 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, 2018 and 2017, the Company recorded selling, general and administrative expense of $0.6 million and $0.9 million, respectively. For the nine months ended September 30, 2018 and 2017, the Company recorded selling, general and administrative expense of $2.1 million and $2.9 million, respectively. For the three months ended September 30, 2018 and 2017, the Company recorded research and development expense of $0.8 million and $0.6 million, respectively. For the nine months ended September 30, 2018 and 2017, the Company recorded research and development expense of $2.6 million and $2.1 million, respectively. These amounts exclude certain general and administrative expenses provided by third party vendors directly for the Company’s benefit, which have been reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks. 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, 2018 and 2017, the Company recorded selling, general and administrative expense reimbursements of $0.2 million and $0, respectively. For the nine months ended September 30, 2018 and 2017, the Company recorded selling, general and administrative expense reimbursements of $0.5 million and $0.2 million, respectively. For the three months ended September 30, 2018 and 2017, the Company recorded research and development expense reimbursements of $0.7 million and $0.3 million, respectively. For the nine months ended September 30, 2018 and 2017, the Company recorded research and development expense reimbursements of $2.0 million and $0.6 million, respectively. 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 cGMP manufacturing facility. See Note 8 – Financing Lease Obligation – Culver City In May 2018, the Company entered into an assignment agreement with NantWorks and a third-party construction firm. In conjunction with the agreement, the Company assigned its deposit of $0.4 million with the third-party firm to NantWorks, for which NantWorks reimbursed the Company. This assignment represents unutilized deposits that NantKwest had previously made with the construction company, for which NantWorks can now utilize in applying such funds to future planned construction projects. The Company owed NantWorks a net amount of $1.3 million for all agreements between the two affiliates at September 30, 2018, which is included in due to related parties on the condensed consolidated balance sheet. NantOmics, LLC In June 2015, the Company entered into an agreement, as amended in May 2018, with NantOmics, LLC (NantOmics), an affiliate of NantWorks, to obtain genomic sequencing and proteomic analysis services, as well as related data management and bioinformatics services, exclusively from NantOmics. The Company will have rights to use the data and results generated from NantOmics’ services in connection with the performance of the particular oncology trial with respect to which the services were performed, but NantOmics will own the data and results, as well as any other intellectual property it creates in performing these services on the Company’s behalf. 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, 2018 and 2017, the Company recorded operating expense of $36,000 and $0, respectively, and for the nine months ended September 30, 2018 and 2017, the Company recorded operating expense of $0.2 million and $13,000, respectively, under the agreement to research and development expense on the condensed consolidated statements of operations. At September 30, 2018, there is no balance due between the parties. NantCell In June 2015, the Company also entered into a supply agreement with NantCell, an affiliate of NantWorks, pursuant to which the Company has the right to purchase NantCell’s proprietary bioreactors, made according to specifications mutually agreed to with NantCell. The Company also has the right to purchase reagents and consumables associated with such equipment from NantCell. 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, 2018 and 2017, no expense was recorded. During the nine months ended September 30, 2018 and 2017, the Company recorded operating expense of $0 and $0.3 million, respectively, in research and development expense on the condensed consolidated statement of operations. At September 30, 2018, the Company has balances of $0.7 million and $0.2 million included in property, plant, and equipment, net, and prepaid expenses and other current assets, respectively, related to purchases from NantCell, on the condensed consolidated balance sheet. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
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 were and will continue to be based on market conditions and other factors, including price, regulatory requirements, and other corporate considerations. The 2015 Share Repurchase Program does not require the purchase of any minimum number of shares and may be suspended, modified, or discontinued at any time without prior notice. The Company has financed and expects to continue to finance the purchases with existing cash balances. At September 30, 2018, $19.1 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, 2018. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation The following table presents stock-based compensation expense included on the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Unaudited) (Unaudited) Stock-based compensation expense: Warrants for common stock to an officer $ 2,545 $ 7,635 $ 17,817 $ 23,948 Employee stock options 1,017 978 2,965 3,281 Employee restricted stock units 265 298 951 523 Non-employee restricted stock units 141 (197 ) 242 361 $ 3,968 $ 8,714 $ 21,975 $ 28,113 Stock-based compensation expense in operating expenses: Research and development $ 105 $ (3 ) $ 386 $ 40 Selling, general and administrative 3,863 8,717 21,589 28,073 $ 3,968 $ 8,714 $ 21,975 $ 28,113 Stock Options The following table summarizes stock option activity for the nine months ended September 30, 2018 (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, 2017 5,693,250 $ 7.71 Options granted 800,000 $ 3.07 Outstanding at September 30, 2018 6,493,250 $ 7.14 $ 8,682 5.1 Vested and Exercisable at September 30, 2018 5,461,812 $ 7.94 $ 7,831 4.6 The total unrecognized stock-based compensation expense related to non-vested stock options as of September 30, 2018 is $3.5 million, which is expected to be recognized over a weighted-average remaining amortization period of 2.1 years. The Company uses a Black-Scholes option-pricing model to determine the fair value of stock-based compensation under ASC 718, Stock Compensation Expected term (in years) 6.0 - 6.1 Risk-free interest rate 2.8 % Expected volatility 75.9 % Dividend yield 0 % Weighted-average measurement date fair value $ 2.09 The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The estimated volatility is based on a weighted-average calculation of the Company’s common stock together with a peer group of comparable companies whose share prices are publicly available. The risk-free interest rate assumption was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The weighted-average expected life of options was estimated using the average of the contractual term and the weighted-average vesting term of the options. Restricted Stock Units The following table summarizes the activity for restricted stock units: Number of Shares Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2017 888,189 $ 8.14 Granted 473,572 $ 3.60 Vested (172,330 ) $ 6.16 Forfeited (241,970 ) $ 6.64 Unvested balance at September 30, 2018 947,461 $ 6.61 The Company may grant restricted stock units to both employees and directors of the Company and to employees of related parties that provide shared services to the Company under the Company’s shared services agreement with NantWorks (Note 9). During the nine months ended September 30, 2018, the Company granted 382,666 restricted stock units to employees and directors, and 90,906 restricted stock units to shared services employees. As of September 30, 2018, there was $3.2 million of unrecognized stock-based compensation expense related to restricted stock units that is expected to be recognized over a weighted-average remaining amortization period of 2.2 years. Of that amount, $2.5 million of unrecognized expense is related to employee grants with a weighted-average remaining amortization period of 2.4 years and $0.7 million of unrecognized expense, which is impacted by periodic mark-to-market adjustments, and is related to non-employee grants with a weighted-average remaining amortization period of 1.7 years. Warrants The following table summarizes the warrant activity for the nine months ended September 30, 2018: Number of Shares Outstanding at December 31, 2017 17,721,088 Warrants exercised (93,254 ) Warrants expired (38,584 ) Outstanding at September 30, 2018 17,589,250 Vested and exercisable at September 30, 2018 17,589,250 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The difference between the federal statutory tax rate of 21% 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. The Company recorded unrealized gains on its marketable debt securities in other comprehensive income, net of taxes, during the three and nine months ended September 30, 2018 and 2017. As a result, the Company recorded a tax benefit of $5,000 and $13,000 for the three months ended September 30, 2018 and 2017, respectively, and a tax benefit of $5,000 and $23,000 for the nine months ended September 30, 2018 and 2017 on the condensed consolidated statements of operations. The Company also recorded a reduction to other comprehensive income of $9,000 and $15,000, for the three months ended September 30, 2018 and 2017, respectively, and $9,000 and $43,000, for the nine months ended September 30, 2018 and 2017, respectively, on the condensed consolidated balance sheet. The Company is operating in Korea. During the three months ended September 30, 2018 and 2017, the tax benefit related to Korea was $0.1 million for each period. During the nine months ended September 30, 2018 and 2017, the tax benefit related to Korea was $0.4 million and $0.3 million, respectively. The Company currently files federal and state income tax returns in the U.S. 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 income taxes because of current and accumulated net operating losses. The Tax Cuts and Jobs Act In March 2018, the FASB issued ASU 2018-05, Income Taxes – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity As of September 30, 2018, the Company had an accumulated deficit of approximately $577.4 million. The Company also had negative cash flow from operations of approximately $49.3 million during the nine months ended September 30, 2018. 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, fail 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 debt 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 debt 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. |
Basis of Presentation | Basis of Presentation The accompanying condensed financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP). The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the results for the interim periods presented and have been prepared on the same basis as the audited consolidated financial statements for the fiscal year ended December 31, 2017. The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of results of income, comprehensive income, financial position, and cash flows in conformity with GAAP. Accordingly, these financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended December 31, 2017 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 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to stock-based compensation, 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. |
Principles of Consolidation and Equity Investments | Principles of Consolidation and Equity Investments 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. The Company applies the variable interest model under Accounting Standards Codification (ASC) Topic 810, Consolidation For entities the Company holds an equity investment in and are not consolidated under the VIE Model, the Company considers whether its investment constitutes ownership of a majority of the voting interests in the entity and therefore should be considered for consolidation under the voting interest model. Unconsolidated equity investments in the common stock or in-substance common stock of an entity under which the Company is able to exercise significant influence, but not control, are accounted for using the equity method. The Company’s ability to exercise significant influence is generally indicated by ownership of 20 to 50 percent interest in the voting securities of the entity. All other unconsolidated equity investments on which the Company is not able to exercise significant influence will be subsequently measured at fair value with unrealized holding gains and losses included in other income, net on the consolidated statements of operations. In the instance the equity investment does not have a readily determinable fair value, the Company will apply the practicability exception and estimate the fair value at its cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company owns non-marketable equity securities that are accounted for as an equity investment at cost minus impairment and plus or minus changes resulting from observable price changes because the preferred stock held by the Company is not considered in-substance common stock and such 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, 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 impairment indicator is present include: the investees’ earning performance and clinical trial performance, change in the investees’ industry and geographic area in which it operates, offers to purchase or sell the security for a price less than the cost 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. Factors considered in determining whether an observable price change has occurred include: the price at which the investee issues equity instruments similar to those of the Company’s investment and the rights and preferences of those equity instruments compared to the Company’s. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of risk consist principally of cash and cash equivalents and marketable debt securities. The Company’s cash and cash equivalents are with one major financial institution in the U.S. and one in Korea. Drug candidates developed by the Company will require approvals or clearances from the U.S. Food and Drug Administration (FDA) or international regulatory agencies prior to commercial sales. There can be no assurance that the Company’s drug candidates will receive any of the required approvals or clearances. If the Company was to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on the Company. |
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, 2018 2017 Outstanding options 6,493,250 5,693,250 Outstanding restricted stock units 947,461 1,066,993 Outstanding warrants 17,589,250 17,735,527 Total 25,029,961 24,495,770 Amounts in the table above reflect the common stock equivalents of the noted instruments. |
Recently Adopted Accounting Policies | Recently Adopted Accounting Policies Financial Assets and Financial Liabilities Effective January 1, 2018, the Company adopted Accounting Standard Update (ASU) 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities Revenue Recognition Beginning January 1, 2018, the Company follows the provisions of ASC Topic 606, Revenue from Contracts with Customers The Company derives substantially all of its revenue from non-exclusive license agreements with a limited number of pharmaceutical and biotechnology companies granting them the right to use the Company’s cell lines and intellectual property for non-clinical use. These agreements generally include upfront fees and annual research license fees for such use, as well as commercial license fees for sales of the Company’s licensee’s products developed or manufactured using the Company’s intellectual property and cell lines. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation based on relative standalone selling price and recognized as revenue when, or as, the performance obligation is satisfied. Under the Company’s license agreements with customers, the Company typically promises to provide a license to use certain cell lines and related patents, the related know-how, and future research and development data that affects the license. The Company concluded that these promises represent one performance obligation due to the highly interrelated nature of the promises. The Company provides the cell lines and know-how immediately upon entering into the contracts. The research and development data is provided throughout the term of the contract when and if available. The Company’s license agreement with Intrexon included a nonrefundable upfront payment of $0.4 million, received when the Company entered into the contract in 2010. In this instance, the Company determined that under ASC 606 it would be appropriate to recognize the initial milestone payment at a point in time, when it transferred the license. In this case, the intellectual property provided under the contract is functional intellectual property under ASC 606 and was determined to be a distinct performance obligation in the context of the arrangement. Prior to adoption, the upfront payment had been initially recorded as deferred revenue and was being recognized into revenue on a straight-line basis. As a result, upon adoption of ASC 606, the Company adjusted its opening retained deficit for the effects of recognizing revenue upfront for the initial milestone. The adjustment to opening retained deficit upon adoption was not material. The license agreements may include nonrefundable upfront payments, event-based milestone payments, sales-based royalty payments, or some combination of these. The event-based milestone payments represent variable consideration and the Company uses the most likely amount method to estimate this variable consideration. Given the high degree of uncertainly around achievement of these milestones, the Company does not recognize revenue from these milestone payments until the uncertainty associated with these payments is resolved. The Company currently estimates variable consideration related to milestone payments to be zero and, as such, no revenue has been recognized for milestone payments. The Company will recognize revenue from sales-based royalty payments when or as the sales occur. On a quarterly basis, the Company will re-evaluate its estimate of milestone variable consideration to determine whether any amount should be included in the transaction price and recorded in revenue prospectively. Upon adoption, the Company changed its accounting policy from accounting for milestones payments under the milestone method to accounting for variable consideration as discussed above. The change in accounting policy did not change any amounts in the financial statements because of the significant uncertainty surrounding the estimate of variable consideration for milestone payments. To date, the Company has generated minimal revenue related to the non-clinical use of its cells lines and intellectual property. The Company has no products approved for commercial sale and has not generated any revenue from product sales. If the Company fails to complete the development of its product candidates in a timely manner or fails to obtain regulatory approval for them, the Company may never be able to generate substantial future revenue. Statement of Cash Flows Effective January 1, 2018, the Company adopted ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments Statement of Cash Flows: Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force |
Recent Accounting Pronouncements - Not Yet Adopted | Recently Issued Accounting Pronouncements – Not Yet Adopted In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. In February 2016, the FASB issued ASU 2016-02, Leases Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (SEC) during the three months ended September 30, 2018 did not, or are not expected to, have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 2017 Outstanding options 6,493,250 5,693,250 Outstanding restricted stock units 947,461 1,066,993 Outstanding warrants 17,589,250 17,735,527 Total 25,029,961 24,495,770 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, 2018 | |
Financial Statement Details [Abstract] | |
Prepaid Expenses and Other Current Assets | As of September 30, 2018 and December 31, 2017, prepaid expenses and other current assets consisted of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Insurance claim receivable $ 12,991 $ 340 Insurance premium financing asset 590 — Prepaid rent 531 373 Prepaid services 498 416 Interest receivable - marketable debt securities 441 764 Prepaid insurance 362 572 Prepaid license fees 327 597 Prepaid equipment maintenance 300 123 Prepaid supplies 189 210 Equipment deposits — 482 Other 203 275 $ 16,432 $ 4,152 |
Property, Plant and Equipment, Net | As of September 30, 2018 and December 31, 2017, property, plant and equipment, net consisted of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Construction in progress $ 1,200 $ 42,281 Buildings 59,356 23,811 Equipment 20,333 9,625 Leasehold improvements 4,071 3,918 Software 1,247 1,092 Furniture & fixtures 381 302 86,588 81,029 Accumulated depreciation (9,315 ) (4,303 ) $ 77,273 $ 76,726 |
Intangible Assets, Net | As of September 30, 2018 and December 31, 2017, intangible assets consisted of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Technology license $ 9,042 $ 9,042 Less accumulated amortization (7,912 ) (6,216 ) $ 1,130 $ 2,826 |
Other Assets | As of September 30, 2018 and December 31, 2017, other assets consisted of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Prepaid rent $ 1,245 $ — Restricted cash 179 179 Security deposits 113 127 Other 46 24 $ 1,583 $ 330 Restricted cash is comprised of a certificate of deposit that serves as collateral for a letter of credit required by the Company’s landlord as a security deposit related to the Company’s facility in San Diego, California. |
Accrued Expenses | As of September 30, 2018 and December 31, 2017, accrued expenses consisted of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Litigation settlement accrual $ 12,000 $ — Accrued construction costs 3,341 6,212 Accrued bonus 1,936 1,930 Accrued professional and service fees 1,808 1,048 Accrued compensation 1,264 944 Accrued preclinical and clinical trial costs 1,076 521 Accrued laboratory equipment and supplies 881 — Other 479 612 $ 22,785 $ 11,267 |
Other Current Liabilities | As of September 30, 2018 and December 31, 2017, other current liabilities were made up of (in thousands): September 30, 2018 December 31, 2017 (Unaudited) Financing obligation - current portion $ 1,195 $ 284 Deferred rent - current portion 577 520 Build-to-suit lease liability - current portion — 334 Other 147 235 $ 1,919 $ 1,373 |
Investment Income, Net | Net investment income includes interest income from all bank accounts as well as marketable debt 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, 2018 and 2017 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Unaudited) (Unaudited) Interest income $ 486 $ 1,005 $ 1,822 $ 3,408 Investment amortization accretion expense, net (39 ) (359 ) (382 ) (1,298 ) Net realized gains on investments — 34 2 30 $ 447 $ 680 $ 1,442 $ 2,140 |
Cash Equivalents and Marketab_2
Cash Equivalents and Marketable Debt Securities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Schedule of Cash Equivalents and Marketable Debt Securities Available-for-Sale or Held-to-Maturity | As of September 30, 2018, all of the Company’s marketable debt securities are classified as available-for-sale or held-to-maturity and are scheduled to mature within 3.0 years. At September 30, 2018, the detail of the Company’s cash equivalents and marketable debt securities is as follows (in thousands): September 30, 2018 (Unaudited) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Available-for-sale Corporate debt securities $ 58,598 $ 1 $ (81 ) $ 58,518 Government sponsored securities 4,000 — — 4,000 Commercial paper 3,983 1 — 3,984 U.S. treasury securities 1,496 — — 1,496 Total available-for-sale 68,077 2 (81 ) 67,998 Held-to-maturity, notes receivable 723 — — 723 Current portion 68,800 2 (81 ) 68,721 Noncurrent: Corporate debt securities 10,097 — (203 ) 9,894 Government sponsored securities 2,757 — (66 ) 2,691 Noncurrent portion 12,854 — (269 ) 12,585 Total $ 81,654 $ 2 $ (350 ) $ 81,306 At December 31, 2017, the detail of the Company’s cash equivalents and marketable debt securities is as follows (in thousands): December 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Corporate debt securities $ 82,188 $ 5 $ (84 ) $ 82,109 Government sponsored securities 19,261 — (28 ) 19,233 Foreign government bonds 6,441 — (5 ) 6,436 Current portion 107,890 5 (117 ) 107,778 Noncurrent: Corporate debt securities 27,109 — (226 ) 26,883 Government sponsored securities 2,760 — (43 ) 2,717 Noncurrent portion 29,869 — (269 ) 29,600 Total $ 137,759 $ 5 $ (386 ) $ 137,378 |
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, 2018 and December 31, 2017 are as follows (in thousands): September 30, 2018 (Unaudited) Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 41,746 $ (44 ) $ 20,141 $ (240 ) Government sponsored securities — — 2,691 (66 ) U.S. treasury securities 1,496 — — — Total $ 43,242 $ (44 ) $ 22,832 $ (306 ) December 31, 2017 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 67,522 $ (104 ) $ 35,918 $ (206 ) Government sponsored securities 9,744 (20 ) 12,205 (51 ) Foreign government bonds 1,542 — 1,396 (5 ) Total $ 78,808 $ (124 ) $ 49,519 $ (262 ) |
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 debt securities as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Unaudited) (Unaudited) Gross realized gains $ — $ 43 $ 2 $ 45 Gross realized losses — (9 ) — (15 ) Net realized gains $ — $ 34 $ 2 $ 30 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 and December 31, 2017 (in thousands): Fair Value Measurements at September 30, 2018 (Unaudited) Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 15,310 $ 15,310 $ — $ — Corporate debt securities 58,518 — 58,518 — Government sponsored securities 4,000 — 4,000 — Commercial paper 3,984 — 3,984 — U.S. treasury securities 1,496 1,496 — — Noncurrent: Corporate debt securities 9,894 — 9,894 — Government sponsored securities 2,691 — 2,691 — Total assets measured at fair value $ 95,893 $ 16,806 $ 79,087 $ — Fair Value Measurements at December 31, 2017 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 23,872 $ 20,374 $ 3,498 $ — Corporate debt securities 82,109 — 82,109 — Government sponsored securities 19,233 — 19,233 — Foreign government bonds 2,938 — 2,938 — Noncurrent: Corporate debt securities 26,883 — 26,883 — Government sponsored securities 2,717 — 2,717 — Total assets measured at fair value $ 157,752 $ 20,374 $ 137,378 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 on the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Unaudited) (Unaudited) Stock-based compensation expense: Warrants for common stock to an officer $ 2,545 $ 7,635 $ 17,817 $ 23,948 Employee stock options 1,017 978 2,965 3,281 Employee restricted stock units 265 298 951 523 Non-employee restricted stock units 141 (197 ) 242 361 $ 3,968 $ 8,714 $ 21,975 $ 28,113 Stock-based compensation expense in operating expenses: Research and development $ 105 $ (3 ) $ 386 $ 40 Selling, general and administrative 3,863 8,717 21,589 28,073 $ 3,968 $ 8,714 $ 21,975 $ 28,113 |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2018 (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, 2017 5,693,250 $ 7.71 Options granted 800,000 $ 3.07 Outstanding at September 30, 2018 6,493,250 $ 7.14 $ 8,682 5.1 Vested and Exercisable at September 30, 2018 5,461,812 $ 7.94 $ 7,831 4.6 |
Weighted Average of Fair Value of Options Under Black-Scholes Option-Pricing Model | The Company uses a Black-Scholes option-pricing model to determine the fair value of stock-based compensation under ASC 718, Stock Compensation Expected term (in years) 6.0 - 6.1 Risk-free interest rate 2.8 % Expected volatility 75.9 % Dividend yield 0 % Weighted-average measurement date fair value $ 2.09 |
Restricted Stock Units Activity | The following table summarizes the activity for restricted stock units: Number of Shares Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2017 888,189 $ 8.14 Granted 473,572 $ 3.60 Vested (172,330 ) $ 6.16 Forfeited (241,970 ) $ 6.64 Unvested balance at September 30, 2018 947,461 $ 6.61 |
Summary of Warrant Activity | The following table summarizes the warrant activity for the nine months ended September 30, 2018: Number of Shares Outstanding at December 31, 2017 17,721,088 Warrants exercised (93,254 ) Warrants expired (38,584 ) Outstanding at September 30, 2018 17,589,250 Vested and exercisable at September 30, 2018 17,589,250 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Accumulated deficit | $ (577,413) | $ (498,713) | |
Net cash used in operating activities | $ (49,348) | $ (35,140) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 25,029,961 | 24,495,770 |
Employee Stock Option | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 6,493,250 | 5,693,250 |
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 | 947,461 | 1,066,993 |
Outstanding Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 17,589,250 | 17,735,527 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 9 Months Ended |
Feb. 28, 2010USD ($) | Sep. 30, 2018USD ($)Product | |
Accounting Policies [Line Items] | ||
Variable consideration related to milestone payment | $ 0 | |
Revenue recognized for milestone payment | $ 0 | |
Number of products approved for commercial sale | Product | 0 | |
Intrexon Corporation | ||
Accounting Policies [Line Items] | ||
Nonrefundable upfront payment | $ 400 |
Financial Statement Details - P
Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Financial Statement Details [Abstract] | ||
Insurance claim receivable | $ 12,991 | $ 340 |
Insurance premium financing asset | 590 | 0 |
Prepaid rent | 531 | 373 |
Prepaid services | 498 | 416 |
Interest receivable - marketable debt securities | 441 | 764 |
Prepaid insurance | 362 | 572 |
Prepaid license fees | 327 | 597 |
Prepaid equipment maintenance | 300 | 123 |
Prepaid supplies | 189 | 210 |
Equipment deposits | 0 | 482 |
Other | 203 | 275 |
Total prepaid expenses and other current assets | $ 16,432 | $ 4,152 |
Financial Statement Details -_2
Financial Statement Details - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 86,588 | $ 81,029 |
Accumulated depreciation | (9,315) | (4,303) |
Property, plant and equipment, net | 77,273 | 76,726 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,200 | 42,281 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 59,356 | 23,811 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 20,333 | 9,625 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,071 | 3,918 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,247 | 1,092 |
Furniture And Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 381 | $ 302 |
Financial Statement Details - A
Financial Statement Details - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Financial Statement Details [Line Items] | |||||
Depreciation expense related to property, plant and equipment | $ 2,200,000 | $ 900,000 | $ 5,100,000 | $ 2,300,000 | |
Property, plant and equipment, gross | 86,588,000 | 86,588,000 | $ 81,029,000 | ||
Amortization expense | 600,000 | 600,000 | 1,700,000 | 1,700,000 | |
Impairment loss on recognized investments | 0 | $ 0 | 0 | $ 0 | |
Buildings | |||||
Financial Statement Details [Line Items] | |||||
Property, plant and equipment, gross | 59,356,000 | 59,356,000 | $ 23,811,000 | ||
Warehouse Distribution Facility | |||||
Financial Statement Details [Line Items] | |||||
Property, plant and equipment, gross | 19,500,000 | 19,500,000 | |||
Build to Suit Lease | |||||
Financial Statement Details [Line Items] | |||||
Property, plant and equipment, gross | $ 39,900,000 | $ 39,900,000 |
Financial Statement Details - I
Financial Statement Details - Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 1,130 | $ 2,826 |
Technology License | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets | 9,042 | 9,042 |
Less accumulated amortization | (7,912) | (6,216) |
Intangible assets, net | $ 1,130 | $ 2,826 |
Financial Statement Details - O
Financial Statement Details - Other Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Financial Statement Details [Abstract] | |||
Prepaid rent | $ 1,245 | $ 0 | |
Restricted cash | 179 | 179 | $ 179 |
Security deposits | 113 | 127 | |
Other | 46 | 24 | |
Other Assets Noncurrent | $ 1,583 | $ 330 |
Financial Statement Details -_3
Financial Statement Details - Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Financial Statement Details [Abstract] | ||
Litigation settlement accrual | $ 12,000 | $ 0 |
Accrued construction costs | 3,341 | 6,212 |
Accrued bonus | 1,936 | 1,930 |
Accrued professional and service fees | 1,808 | 1,048 |
Accrued compensation | 1,264 | 944 |
Accrued preclinical and clinical trial costs | 1,076 | 521 |
Accrued laboratory equipment and supplies | 881 | 0 |
Other | 479 | 612 |
Accrued Liabilities Current | $ 22,785 | $ 11,267 |
Financial Statement Details -_4
Financial Statement Details - Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Financial Statement Details [Abstract] | ||
Financing obligation - current portion | $ 1,195 | $ 284 |
Deferred rent - current portion | 577 | 520 |
Build-to-suit lease liability - current portion | 0 | 334 |
Other | 147 | 235 |
Other current liabilities | $ 1,919 | $ 1,373 |
Financial Statement Details -_5
Financial Statement Details - Investment Income, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Financial Statement Details [Abstract] | ||||
Interest income | $ 486 | $ 1,005 | $ 1,822 | $ 3,408 |
Investment amortization accretion expense, net | (39) | (359) | (382) | (1,298) |
Net realized gains on investments | 0 | 34 | 2 | 30 |
Investment income, net | $ 447 | $ 680 | $ 1,442 | $ 2,140 |
Equity Investment - Additional
Equity Investment - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | |
Schedule Of Investments [Line Items] | ||||||
Equity investment | $ 8,500,000 | $ 8,500,000 | $ 8,500,000 | $ 8,500,000 | ||
Equity investment, description | As the preferred stock is not considered in-substance common stock, the investment is not within the scope of accounting for the investment under the equity method. As the preferred stock does not have a readily determinable fair value, the Company has elected to apply the practicability exception noted under ASC 825 and estimates the fair value at its $8.5 million cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. | |||||
2018 Note and Warrant Purchase Agreement | ||||||
Schedule Of Investments [Line Items] | ||||||
Convertible note accrues interest rate | 8.00% | 8.00% | 8.00% | |||
Convertible note maturity period | 9 months | 1 year | ||||
2018 Note and Warrant Purchase Agreement | Series B Preferred Stock | ||||||
Schedule Of Investments [Line Items] | ||||||
Purchase of convertible note | $ 400,000 | $ 400,000 | ||||
Maximum | ||||||
Schedule Of Investments [Line Items] | ||||||
Option to purchase additional shares under equity investment | $ 8,500,000 |
Cash Equivalents and Marketab_3
Cash Equivalents and Marketable Debt Securities - Additional Information (Detail) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018Security | Dec. 31, 2017USD ($) | |
Schedule Of Available For Sale Securities [Line Items] | ||
Available for sale securities or held-to-maturity period | 3 years | |
Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Number of available-for-sale securities in unrealized loss positions | Security | 39 | |
Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, period of unrealized loss positions | 12 months | 12 months |
Foreign Government Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash equivalent portions included in current fair values | $ | $ 3.5 |
Cash Equivalents and Marketab_4
Cash Equivalents and Marketable Debt Securities - Schedule of Cash Equivalents and Marketable Debt Securities Available-for-Sale or Held-to-Maturity (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | $ 137,759 | |
Available-for-sale, Unrealized Gains | 5 | |
Available-for-sale, Unrealized Losses | (386) | |
Available-for-sale, Fair Value | 137,378 | |
Available-for-sale and held-to-maturity, Amortized Cost | $ 81,654 | |
Available-for-sale and held-to-maturity, Unrealized Gains | 2 | |
Available-for-sale and held-to-maturity, Unrealized Losses | (350) | |
Available-for-sale and held-to-maturity, Fair Value | 81,306 | |
Current Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 68,077 | 107,890 |
Available-for-sale, Unrealized Gains | 2 | 5 |
Available-for-sale, Unrealized Losses | (81) | (117) |
Available-for-sale, Fair Value | 67,998 | 107,778 |
Available-for-sale and held-to-maturity, Amortized Cost | 68,800 | |
Available-for-sale and held-to-maturity, Unrealized Gains | 2 | |
Available-for-sale and held-to-maturity, Unrealized Losses | (81) | |
Available-for-sale and held-to-maturity, Fair Value | 68,721 | |
Current Assets | Notes Receivable | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Held-to-maturity, Amortized Cost | 723 | |
Held-to-maturity, Unrealized Gains | 0 | |
Held-to-maturity, Unrealized Losses | 0 | |
Held-to-maturity, Fair Value | 723 | |
Current Assets | U.S. Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 1,496 | |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | 0 | |
Available-for-sale, Fair Value | 1,496 | |
Current Assets | Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 4,000 | 19,261 |
Available-for-sale, Unrealized Gains | 0 | 0 |
Available-for-sale, Unrealized Losses | 0 | (28) |
Available-for-sale, Fair Value | 4,000 | 19,233 |
Current Assets | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 3,983 | |
Available-for-sale, Unrealized Gains | 1 | |
Available-for-sale, Unrealized Losses | 0 | |
Available-for-sale, Fair Value | 3,984 | |
Current Assets | Foreign Government Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 6,441 | |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | (5) | |
Available-for-sale, Fair Value | 6,436 | |
Current Assets | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 58,598 | 82,188 |
Available-for-sale, Unrealized Gains | 1 | 5 |
Available-for-sale, Unrealized Losses | (81) | (84) |
Available-for-sale, Fair Value | 58,518 | 82,109 |
Noncurrent Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 12,854 | 29,869 |
Available-for-sale, Unrealized Gains | 0 | 0 |
Available-for-sale, Unrealized Losses | (269) | (269) |
Available-for-sale, Fair Value | 12,585 | 29,600 |
Noncurrent Assets | Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 2,757 | 2,760 |
Available-for-sale, Unrealized Gains | 0 | 0 |
Available-for-sale, Unrealized Losses | (66) | (43) |
Available-for-sale, Fair Value | 2,691 | 2,717 |
Noncurrent Assets | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 10,097 | 27,109 |
Available-for-sale, Unrealized Gains | 0 | 0 |
Available-for-sale, Unrealized Losses | (203) | (226) |
Available-for-sale, Fair Value | $ 9,894 | $ 26,883 |
Cash Equivalents and Marketab_5
Cash Equivalents and Marketable Debt Securities - Available-for-Sale Investments in Unrealized Loss Position (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | $ 43,242 | $ 78,808 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (44) | (124) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 22,832 | 49,519 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | (306) | (262) |
U.S. Treasury Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 1,496 | |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | 0 | |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 0 | |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | 0 | |
Foreign Government Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 1,542 | |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | 0 | |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 1,396 | |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | (5) | |
Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 0 | 9,744 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | 0 | (20) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 2,691 | 12,205 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | (66) | (51) |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 41,746 | 67,522 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (44) | (104) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 20,141 | 35,918 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | $ (240) | $ (206) |
Cash Equivalents and Marketab_6
Cash Equivalents and Marketable Debt 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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Equivalents And Marketable Securities [Abstract] | ||||
Available-for-sale Securities, Gross Realized Gains | $ 0 | $ 43 | $ 2 | $ 45 |
Available-for-sale Securities, Gross Realized Losses | 0 | (9) | 0 | (15) |
Available-for-sale Securities, Net Realized Gains | $ 0 | $ 34 | $ 2 | $ 30 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 95,893 | $ 157,752 |
Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 15,310 | 23,872 |
Current Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 58,518 | 82,109 |
Current Assets | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,496 | |
Current Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 4,000 | 19,233 |
Current Assets | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 3,984 | |
Current Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,938 | |
Noncurrent Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 9,894 | 26,883 |
Noncurrent Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,691 | 2,717 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 16,806 | 20,374 |
Level 1 | Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 15,310 | 20,374 |
Level 1 | Current Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 1 | Current Assets | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,496 | |
Level 1 | Current Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 1 | Current Assets | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Level 1 | Current Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Level 1 | Noncurrent Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 1 | Noncurrent Assets | Government Sponsored Securities | ||
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 | 79,087 | 137,378 |
Level 2 | Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 3,498 |
Level 2 | Current Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 58,518 | 82,109 |
Level 2 | Current Assets | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Level 2 | Current Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 4,000 | 19,233 |
Level 2 | Current Assets | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 3,984 | |
Level 2 | Current Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,938 | |
Level 2 | Noncurrent Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 9,894 | 26,883 |
Level 2 | Noncurrent Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,691 | 2,717 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | Current Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | Current Assets | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Level 3 | Current Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | Current Assets | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Level 3 | Current Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Level 3 | Noncurrent Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | 0 |
Level 3 | Noncurrent Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 0 | $ 0 |
Collaboration and License Agr_2
Collaboration and License Agreements - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Jan. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2018 | |
Licensing Agreement [Line Items] | ||||
Annual license fee | $ 0.5 | |||
License fee amortization period | 12 months | |||
Research and Development | ||||
Licensing Agreement [Line Items] | ||||
Amortization of license expense | $ 0.1 | $ 0.4 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($)ft² | Nov. 30, 2015USD ($)ft² | Sep. 30, 2015USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Aug. 31, 2016USD ($) | |
Commitments And Contingencies [Line Items] | ||||||||||
Litigation settlement amount to plaintiffs | $ 12,000,000 | $ 12,000,000 | $ 0 | |||||||
Remaining amount funded by insurance carriers under its directors’ and officers’ insurance policy | 10,800,000 | 10,800,000 | ||||||||
Rent expense | 700,000 | $ 600,000 | $ 2,100,000 | $ 2,000,000 | ||||||
Doug St, LLC | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Period of agreement | The lease runs from July 2016 through July 2023. The Company has the option to extend the lease for an additional three year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. | |||||||||
Optional extended lease term | 3 years | |||||||||
Base rent - monthly | $ 100,000 | |||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||
Annual percentage increases to base rent commencement date | Jul. 31, 2017 | |||||||||
Costs incurred | 30,400,000 | $ 30,400,000 | ||||||||
Underlying assets | 35,600,000 | $ 35,600,000 | ||||||||
Doug St, LLC | El Segundo California | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Number of square foot of facility leased | ft² | 24,250 | |||||||||
NantWorks | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Number of square foot of facility leased | ft² | 9,500 | |||||||||
Period of agreement | The license was effective in May 2015 and extends through December 2020. The Company has the option to extend the license through December 2023. The monthly license fee is $47,000, with annual increases of 3% beginning in January 2017. | |||||||||
Base rent - monthly | $ 47,000 | |||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||
Annual percentage increases to base rent commencement date | Jan. 31, 2017 | |||||||||
Costs incurred | $ 3,500,000 | |||||||||
Underlying assets | 4,300,000 | $ 4,300,000 | ||||||||
Prepaid Expenses and Current Assets | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Insurance claim receivable | 13,000,000 | 13,000,000 | ||||||||
Selling, General and Administrative | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Payment for litigation settlement | 1,200,000 | |||||||||
Research and Development | Doug St, LLC | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Rent expense | 100,000 | 100,000 | 200,000 | 200,000 | ||||||
Research and Development | NantWorks | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Rent expense | $ 47,000 | $ 47,000 | $ 100,000 | $ 100,000 | ||||||
USPTO | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Attorney's fees and expert witness fees | $ 100,000 | |||||||||
Award amount in favour to other party | $ 100,000 |
Related Party Agreements - Addi
Related Party Agreements - Additional Information (Detail) | Dec. 01, 2017USD ($)ft² | Aug. 31, 2018USD ($) | May 31, 2018USD ($) | Mar. 31, 2018 | Apr. 30, 2017USD ($) | Sep. 30, 2016USD ($)ft² | Apr. 30, 2016USD ($) | Mar. 31, 2016 | Nov. 30, 2015USD ($)ft² | Jun. 30, 2015 | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Patient | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Feb. 28, 2017USD ($) |
Related Party Transaction [Line Items] | ||||||||||||||||
Research and development | $ 14,559,000 | $ 11,069,000 | $ 43,238,000 | $ 30,023,000 | ||||||||||||
Due to related parties | 2,175,000 | 2,175,000 | $ 2,363,000 | |||||||||||||
Prepaid expenses and other current assets | 16,432,000 | 16,432,000 | 4,152,000 | |||||||||||||
Selling, general and administrative expense | 9,580,000 | 13,381,000 | 37,472,000 | 43,736,000 | ||||||||||||
Property, plant and equipment, net | 77,273,000 | 77,273,000 | $ 76,726,000 | |||||||||||||
NantHealth Labs, Inc. | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | |||||||||||||||
Related party, agreement renewal term | 1 year | |||||||||||||||
Research and development | 200,000 | 300,000 | ||||||||||||||
Due to related parties | 100,000 | 100,000 | ||||||||||||||
Chan Soon-Shiong Institutes for Medicine (CSSIM) | California | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Research and development | 700,000 | 36,000 | 2,100,000 | 36,000 | ||||||||||||
Due to related parties | $ 700,000 | 700,000 | ||||||||||||||
Tensorcom, Inc | San Diego California | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Period of agreement | Lease from May 1, 2017 through April 30, 2018 | |||||||||||||||
Due between parties | $ 0 | 0 | ||||||||||||||
Tensorcom, Inc | San Diego California | Other Income | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Sublease revenue recognized | 0 | 100,000 | 100,000 | 100,000 | ||||||||||||
VivaBioCell S.p.A. | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Research and development | 0 | 200,000 | $ 100,000 | 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. | |||||||||||||||
Due between parties | 0 | $ 0 | ||||||||||||||
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 | |||||||||||||||
Doug St, LLC | Research and Development | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Rent expense | 100,000 | 100,000 | $ 200,000 | 200,000 | ||||||||||||
Doug St, LLC | El Segundo California | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Number of square foot of facility leased | ft² | 24,250 | |||||||||||||||
Altor | ||||||||||||||||
Related Party Transaction [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 | 0 | $ 0 | 0 | ||||||||||||
NantBioScience | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | 10 years | ||||||||||||||
Research and development | 200,000 | 200,000 | $ 500,000 | $ 500,000 | ||||||||||||
Number of square foot of facility leased | ft² | 1,965 | |||||||||||||||
Base rent - monthly | $ 10,000 | |||||||||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||||||||
Reimbursed upfront payment to third-party | $ 900,000 | |||||||||||||||
Related party transaction, amount paid to third-party | 500,000 | |||||||||||||||
Related party transaction, aggregate value | 1,400,000 | |||||||||||||||
Related party agreement expiration date | 2027-06 | |||||||||||||||
Sublease term | 24 months | |||||||||||||||
Sublease termination notice period | 30 days | |||||||||||||||
Prepayment for services amount | $ 600,000 | $ 600,000 | $ 600,000 | |||||||||||||
Research and development expense, ratable payment period | 12 months | 12 months | ||||||||||||||
NantBioScience | Prepaid Expenses and Current Assets | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Research and development | 300,000 | |||||||||||||||
Due between parties | 18,000 | $ 18,000 | ||||||||||||||
NantBioScience | Other Income | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Sublease revenue recognized | 31,000 | 100,000 | ||||||||||||||
NantBioScience | Research and Development | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Rent expense | 20,000 | |||||||||||||||
NantWorks | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Due to related parties | 1,300,000 | 1,300,000 | ||||||||||||||
Number of square foot of facility leased | ft² | 9,500 | |||||||||||||||
Base rent - monthly | $ 47,000 | |||||||||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||||||||
Annual percentage increases to base rent commencement date | Jan. 31, 2017 | |||||||||||||||
Transfer of deposit amount to third party | $ 400,000 | |||||||||||||||
NantWorks | Shared Services Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Research and development | 800,000 | 600,000 | 2,600,000 | $ 2,100,000 | ||||||||||||
Selling, general and administrative expense | 600,000 | 900,000 | 2,100,000 | 2,900,000 | ||||||||||||
NantWorks | Reimbursements | Shared Services Agreement | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Research and development | 700,000 | 300,000 | 2,000,000 | 600,000 | ||||||||||||
Selling, general and administrative expense | 200,000 | 0 | 500,000 | 200,000 | ||||||||||||
NantWorks | Research and Development | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Rent expense | 47,000 | 47,000 | 100,000 | 100,000 | ||||||||||||
NantOmics | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | |||||||||||||||
Related party, agreement renewal term | 1 year | |||||||||||||||
Research and development | 36,000 | 0 | 200,000 | 13,000 | ||||||||||||
Due between parties | 0 | 0 | ||||||||||||||
NantCell Inc | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 5 years | |||||||||||||||
Related party, agreement renewal term | 1 year | |||||||||||||||
Research and development | 0 | $ 0 | 0 | $ 300,000 | ||||||||||||
Prepaid expenses and other current assets | 200,000 | 200,000 | ||||||||||||||
Property, plant and equipment, net | $ 700,000 | $ 700,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Sep. 30, 2018 | Nov. 30, 2015 | |
Equity [Abstract] | ||
Total amount authorized for repurchase | $ 50,000,000 | |
Repurchase of common stock, shares | 0 | |
Remaining authorized repurchase amount | $ 19,100,000 |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 3,968 | $ 8,714 | $ 21,975 | $ 28,113 |
Warrants For Common Stock | Officer | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2,545 | 7,635 | 17,817 | 23,948 |
Employee Stock Option | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,017 | 978 | 2,965 | 3,281 |
Employee Restricted Stock Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 265 | 298 | 951 | 523 |
Non Employee Restricted Stock Units | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 141 | (197) | 242 | 361 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 105 | (3) | 386 | 40 |
Selling, General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 3,863 | $ 8,717 | $ 21,589 | $ 28,073 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Detail) - Employee Stock Option $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of Shares | |
Stock Options, Beginning Balance | shares | 5,693,250 |
Options granted | shares | 800,000 |
Stock Options, Ending Balance | shares | 6,493,250 |
Stock Options, Vested and Exercisable | shares | 5,461,812 |
Weighted Average Exercise Price | |
Weighted Average Exercise Price, Outstanding Beginning balance | $ / shares | $ 7.71 |
Weighted Average Exercise Price, Options granted | $ / shares | 3.07 |
Weighted Average Exercise Price, Outstanding Ending balance | $ / shares | 7.14 |
Weighted Average Exercise Price, Vested and Exercisable | $ / shares | $ 7.94 |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ | $ 8,682 |
Aggregate Intrinsic Value, Vested and Exercisable | $ | $ 7,831 |
Weighted Average Remaining Contractual Life | |
Weighted Average Remaining Contractual Life, Outstanding | 5 years 1 month |
Weighted Average Remaining Contractual Life, Vested and Exercisable | 4 years 7 months |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($)shares | |
Employee Stock Option | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense related to non-vested stock options | $ 3.5 |
Weighted-average period for recognition remaining amortization | 2 years 1 month |
Employee Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-average period for recognition remaining amortization | 2 years 4 months |
Number of shares granted | shares | 382,666 |
Unrecognized compensation cost related to non-vested stock options | $ 2.5 |
Shared Services Employees Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares granted | shares | 90,906 |
Outstanding Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares granted | shares | 473,572 |
Unrecognized compensation cost related to non-vested stock options | $ 3.2 |
Weighted-average remaining amortization period for recognition | 2 years 2 months |
Non Employee Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-average period for recognition remaining amortization | 1 year 8 months |
Unrecognized compensation cost related to non-vested stock options | $ 0.7 |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes Option-Pricing Model to Determine Fair Value of Assumptions Used for Employee Stock Options Granted (Detail) - Employee Stock Option | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018$ / shares | Sep. 30, 2018$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate | 2.80% | 2.80% |
Expected volatility | 75.90% | 75.90% |
Dividend yield | 0.00% | 0.00% |
Weighted-average measurement date fair value | $ 2.09 | $ 2.09 |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month | 6 years 1 month |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units Activity (Detail) - Outstanding Restricted Stock Units | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Unvested, Beginning balance | shares | 888,189 |
Number of Shares, Granted | shares | 473,572 |
Number of Shares, Vested | shares | (172,330) |
Number of Shares, Forfeited | shares | (241,970) |
Number of Shares, Unvested, Ending balance | shares | 947,461 |
Weighted-Average Grant Date Fair Value, Unvested, beginning balance | $ / shares | $ 8.14 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 3.60 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 6.16 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 6.64 |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ / shares | $ 6.61 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Warrant Activity (Detail) - Outstanding Warrants | 9 Months Ended |
Sep. 30, 2018shares | |
Warrant [Line Items] | |
Number of shares Warrants, Beginning Balance | 17,721,088 |
Number of shares Warrants exercised | (93,254) |
Number of shares Warrants expired | (38,584) |
Number of shares Warrants, Ending Balance | 17,589,250 |
Number of shares Warrants, Vested and exercisable Ending Balance | 17,589,250 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Tax [Line Items] | |||||
Federal statutory tax rate | 21.00% | 35.00% | |||
Company's effective tax rate | 0.00% | ||||
Tax benefit | $ 5,000 | $ 13,000 | $ 5,000 | $ 23,000 | |
Tax benefit in other comprehensive income | 9,000 | 15,000 | 9,000 | 43,000 | |
Korea | |||||
Income Tax [Line Items] | |||||
Tax benefit | $ 100,000 | $ 100,000 | $ 400,000 | $ 300,000 |