Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 08, 2019 | Jun. 30, 2018 | |
Document Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | NK | ||
Entity Registrant Name | NANTKWEST, INC. | ||
Entity Central Index Key | 0001326110 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 79,087,734 | ||
Entity Public Float | $ 86.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 16,821 | $ 23,872 |
Due from related parties | 90 | 154 |
Prepaid expenses and other current assets | 13,810 | 4,152 |
Marketable debt securities, available-for-sale | 57,328 | 104,280 |
Notes receivable, held-to-maturity | 723 | 0 |
Total current assets | 88,772 | 132,458 |
Marketable debt securities, noncurrent | 5,701 | 29,600 |
Property, plant and equipment, net | 76,885 | 76,726 |
Investment in equity securities | 8,500 | 8,500 |
Intangible assets, net | 565 | 2,826 |
Other assets | 1,527 | 330 |
Total assets | 181,950 | 250,440 |
Current liabilities: | ||
Accounts payable | 2,793 | 5,865 |
Accrued expenses | 21,104 | 11,267 |
Due to related parties | 1,696 | 2,363 |
Other current liabilities | 1,667 | 1,373 |
Total current liabilities | 27,260 | 20,868 |
Build-to-suit liability, less current portion | 0 | 4,909 |
Financing obligation, less current portion | 5,945 | 1,741 |
Deferred rent | 2,739 | 3,325 |
Deferred tax liability | 0 | 498 |
Other liabilities | 0 | 255 |
Total liabilities | 35,944 | 31,596 |
Commitments and contingencies (Note 8) | 0 | 0 |
Stockholders’ equity | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 79,087,734 and 79,021,878 issued and outstanding as of December 31, 2018 and December 31, 2017 | 8 | 8 |
Additional paid-in capital | 741,246 | 717,930 |
Accumulated other comprehensive loss | (267) | (381) |
Accumulated deficit | (594,981) | (498,713) |
Total stockholders’ equity | 146,006 | 218,844 |
Total liabilities and stockholders’ equity | $ 181,950 | $ 250,440 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 79,087,734 | 79,021,878 |
Common stock, shares outstanding | 79,087,734 | 79,021,878 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenue | $ 47 | $ 45 | $ 44 |
Operating expenses: | |||
Research and development (including amounts to related parties) | 55,718 | 42,044 | 29,153 |
Selling, general and administrative (including amounts to related parties) | 42,718 | 57,121 | 95,391 |
Total operating expenses | 98,436 | 99,165 | 124,544 |
Loss from operations | (98,389) | (99,120) | (124,500) |
Other income (expense): | |||
Investment income, net | 1,857 | 2,665 | 3,097 |
Interest expense (including amounts to related parties) | (433) | (618) | (66) |
Other income, net (including amounts to related parties) | 236 | 157 | 88 |
Total other income | 1,660 | 2,204 | 3,119 |
Loss before income taxes | (96,729) | (96,916) | (121,381) |
Income tax benefit | 503 | 493 | 572 |
Net loss | $ (96,226) | $ (96,423) | $ (120,809) |
Net loss per share: | |||
Basic and diluted | $ (1.22) | $ (1.20) | $ (1.47) |
Weighted-average number of shares during the period: | |||
Basic and diluted | 79,132,220 | 80,583,910 | 81,979,005 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (96,226) | $ (96,423) | $ (120,809) |
Other comprehensive income (loss), net of income taxes: | |||
Net unrealized gain (loss) on available-for-sale securities | 114 | (65) | 5 |
Reclassification of net realized gains on available-for-sale securities included in net loss | 0 | (32) | (97) |
Total other comprehensive income (loss) | 114 | (97) | (92) |
Comprehensive loss | $ (96,112) | $ (96,520) | $ (120,901) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance at Dec. 31, 2015 | $ 355,995 | $ 8 | $ 606,555 | $ (192) | $ (250,376) |
Beginning Balance, Shares at Dec. 31, 2015 | 81,311,686 | ||||
Exercise of stock options | 1,373 | $ 0 | 1,373 | 0 | 0 |
Exercise of stock options, Shares | 2,398,883 | ||||
Stock-based compensation expense | 73,852 | $ 0 | 73,852 | 0 | 0 |
Vesting of restricted stock units | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units, Shares | 537,982 | ||||
Net share settlement for restricted stock unit vesting and option/warrant exercises | (1,106) | $ 0 | (1,106) | 0 | 0 |
Net share settlement for restricted stock unit vesting and option/warrant exercises, Shares | (154,127) | ||||
Exercise of warrants | 52 | $ 0 | 52 | 0 | 0 |
Exercise of warrants, Shares | 47,457 | ||||
Change in accounting principle - ASU 2016-09 forfeiture adjustment | 0 | $ 0 | 31 | 0 | (31) |
Repurchase of common stock | $ (15,847) | $ 0 | 0 | 0 | (15,847) |
Repurchase of common stock, Shares | (2,157,944) | (2,157,944) | |||
Other comprehensive income (loss) | $ (92) | $ 0 | 0 | (92) | 0 |
Net loss | (120,809) | 0 | 0 | 0 | (120,809) |
Ending Balance at Dec. 31, 2016 | 293,418 | $ 8 | 680,757 | (284) | (387,063) |
Ending Balance, Shares at Dec. 31, 2016 | 81,983,937 | ||||
Exercise of stock options | 1,154 | $ 0 | 1,154 | 0 | 0 |
Exercise of stock options, Shares | 614,136 | ||||
Stock-based compensation expense | 36,997 | $ 0 | 36,997 | 0 | 0 |
Vesting of restricted stock units | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units, Shares | 244,209 | ||||
Net share settlement for restricted stock unit vesting and option/warrant exercises | (1,039) | $ 0 | (1,039) | 0 | 0 |
Net share settlement for restricted stock unit vesting and option/warrant exercises, Shares | (234,020) | ||||
Exercise of warrants | 61 | $ 0 | 61 | 0 | 0 |
Exercise of warrants, Shares | 47,226 | ||||
Repurchase of common stock | $ (15,227) | $ 0 | 0 | 0 | (15,227) |
Repurchase of common stock, Shares | (3,633,610) | (3,633,610) | |||
Other comprehensive income (loss) | $ (97) | $ 0 | 0 | (97) | 0 |
Net loss | (96,423) | 0 | 0 | 0 | (96,423) |
Ending Balance at Dec. 31, 2017 | $ 218,844 | $ 8 | 717,930 | (381) | (498,713) |
Ending Balance, Shares at Dec. 31, 2017 | 79,021,878 | 79,021,878 | |||
Stock-based compensation expense | $ 23,382 | $ 0 | 23,382 | 0 | 0 |
Vesting of restricted stock units | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units, Shares | 172,330 | ||||
Net share settlement for restricted stock unit vesting and option/warrant exercises | (123) | $ 0 | (123) | 0 | 0 |
Net share settlement for restricted stock unit vesting and option/warrant exercises, Shares | (61,379) | ||||
Exercise of warrants | 57 | $ 0 | 57 | 0 | 0 |
Exercise of warrants, Shares | 93,254 | ||||
Repurchase of common stock | $ (228) | $ 0 | 0 | 0 | (228) |
Repurchase of common stock, Shares | (138,349) | (138,349) | |||
Cumulative effect of the adoption of the new revenue standard | $ 186 | $ 0 | 0 | 0 | 186 |
Other comprehensive income (loss) | 114 | 0 | 0 | 114 | 0 |
Net loss | (96,226) | 0 | 0 | 0 | (96,226) |
Ending Balance at Dec. 31, 2018 | $ 146,006 | $ 8 | $ 741,246 | $ (267) | $ (594,981) |
Ending Balance, Shares at Dec. 31, 2018 | 79,087,734 | 79,087,734 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | |||
Net loss | $ (96,226) | $ (96,423) | $ (120,809) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 23,382 | 36,997 | 73,852 |
Depreciation and amortization | 9,555 | 5,566 | 3,607 |
Amortization of net premiums on marketable debt securities | 463 | 1,597 | 2,182 |
Non-cash interest items, net | 291 | 720 | (573) |
Loss on disposal of assets | 209 | 64 | 18 |
Deferred income tax benefit | (498) | (497) | (575) |
Gain on sales of marketable debt securities | (3) | (32) | (137) |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (9,818) | 156 | (1,458) |
Other assets | (1,151) | 458 | 153 |
Accounts payable | (1,100) | 150 | 888 |
Accrued expenses and other liabilities | 12,708 | (299) | 2,127 |
Due to related parties | (685) | 1,562 | 378 |
Deferred rent and revenue | (508) | 1,201 | 1,754 |
Net cash used in operating activities | (63,381) | (48,780) | (38,593) |
Investing activities: | |||
Purchases of property, plant and equipment | (13,102) | (34,815) | (6,560) |
Proceeds from sales of property, plant and equipment | 412 | 0 | 0 |
Purchases of debt securities, held-to-maturity | (723) | 0 | 0 |
Purchase of investment in equity securities | 0 | (8,500) | 0 |
Purchases of marketable debt securities, available-for-sale | (94,770) | (111,355) | (272,999) |
Sales/maturities of marketable debt securities | 165,284 | 254,222 | 165,887 |
Net cash provided by (used in) investing activities | 57,101 | 99,552 | (113,672) |
Financing activities: | |||
Principal payments of financing/capital lease obligations | (477) | (19,932) | (32) |
Repurchase of common stock with commissions | (228) | (15,227) | (15,847) |
Proceeds from exercise of stock options and warrants | 57 | 1,215 | 1,425 |
Net share settlement for restricted stock unit vesting and warrant and option exercises | (123) | (1,039) | (1,106) |
Net cash used in financing activities | (771) | (34,983) | (15,560) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (7,051) | 15,789 | (167,825) |
Cash, cash equivalents and restricted cash, beginning of period | 24,051 | 8,262 | 176,087 |
Cash, cash equivalents and restricted cash, end of period | 17,000 | 24,051 | 8,262 |
Reconciliation of cash, cash equivalents, and restricted cash at end of period: | |||
Cash and cash equivalents | 16,821 | 23,872 | 8,083 |
Restricted cash included in other assets | 179 | 179 | 179 |
Cash, cash equivalents and restricted cash, end of period | 17,000 | 24,051 | 8,262 |
Supplemental disclosure of cash flow information: | |||
Interest | 475 | 668 | 66 |
Income taxes | 4 | 3 | 2 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Property and equipment purchases acquired under capital lease | 0 | 19,448 | 0 |
Property and equipment purchases included in accounts payable, accrued expenses, and other liabilities | 4,664 | 9,500 | 2,753 |
Unrealized gains (losses) on marketable debt securities | 123 | (97) | (102) |
Cashless exercise of stock options and warrants | 94 | 16 | 456 |
Estimated fair value of building under build-to-suit lease | 0 | 0 | 5,139 |
Lease incentive with a related party | $ 0 | $ 0 | $ 849 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Organization NantKwest, Inc. (NantKwest, or 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. NantKwest 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 and viral infectious diseases. A critical aspect of the Company’s strategy is to invest significantly in innovating new therapeutic candidates, based upon the Company’s activated natural killer (aNK) cell platform, as well as clinical testing and scale manufacturing of the Company’s leading product candidates. NantKwest 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 cells, improvements, methods of expansion and manufacture and 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 its 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. Liquidity As of December 31, 2018, the Company had an accumulated deficit of approximately $595.0 million. The Company also had negative cash flow from operations of approximately $63.4 million during the year ended December 31, 2018. The Company expects that it will likely need additional capital to further fund the 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, cash equivalents, and marketable debt securities, together with the ability to borrow from affiliated entities, will enable it to fund operations and capital expenditure requirements for at least the next 12 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 | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. The Company believes its existing cash, cash equivalents, and investments in marketable debt securities, and the ability to borrow from affiliated entities, will be sufficient to fund operations through at least the next 12 months following the issuance date of the financial statements based upon the Company’s Chairman and CEO’s intent and ability to support the Company’s operations with additional funds, including loans from affiliated entities, as required. The Company may also seek to sell additional equity, through one or more follow-on public offerings, or in separate financings, or obtain a credit facility. However, the Company may not be able to secure such financing in a timely manner or on favorable terms. Without additional funds, the Company may choose to delay or reduce its operating or investment expenditures. Further, because of the risk and uncertainties associated with the commercialization of the Company’s products in development, the Company may need additional funds to meet its needs sooner than planned. To date, the Company’s primary sources of capital were its initial public offering and the concurrent private placement of common shares. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. 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 as an equity investment 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 and does not qualify for the practical expedient to estimate fair value in accordance with ASC 820, Fair Value Measurement Investments—Equity Securities The Company owns non-marketable equity securities that are accounted for using the measurement alternative described above 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. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of warrants, stock-based compensation, the valuation allowance for deferred tax assets, preclinical and clinical trial accruals, impairment assessments, useful lives of long-lived assets, and the valuation of build-to-suit lease assets. The Company bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. Risks and Uncertainties Contingencies The Company records accruals for loss contingencies to the extent that the Company concludes it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings and other matters that could cause a change in the potential amount of the liability recorded or of the range of potential losses disclosed. Additionally, the Company records its rights 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 when receipt is deemed probable. This includes instances when 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. 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. Cash, Cash Equivalents and Marketable Debt Securities The Company invests its excess funds in investment grade short- to intermediate-term corporate debt securities, commercial paper, government sponsored securities, U.S. treasury securities and foreign government bonds and classifies these investments as available-for-sale. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents and all investments purchased with original maturities of greater than three months as marketable debt securities. Marketable debt securities with remaining maturities of 12 months or less are classified as short-term and marketable debt securities with remaining maturities greater than 12 months are classified as long-term. All marketable debt securities are reported at fair value and any unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss), net of tax, on the consolidated statements of stockholders’ equity, with the exception of unrealized losses believed to be other-than-temporary, which are recorded in investment income, net, on the consolidated statements of operations. Realized gains and losses are included in investment income, net, on the consolidated statements of operations. Realized gains and losses from sale of the securities and the amounts, net of tax, reclassified out of accumulated other comprehensive loss, if any, are determined on a specific identification basis. The Company periodically evaluates whether declines in fair values of its investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the Company’s investments, duration and severity of the decline in value and the Company’s strategy and intentions for holding the investment. There were no other-than-temporary impairments recorded in the years ended December 31, 2018, 2017 and 2016. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institutions. While the Company maintains cash deposits in FDIC insured financial institutions in excess of federally insured limits, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on such accounts. The Company has funded a certificate of deposit (CD) as a substitute letter of credit for one of the leased properties. This CD is reported as long-term restricted cash and is included in other assets on the consolidated balance sheets as the landlord is the beneficiary of the account and the Company is not able to access the funds during the term of the lease. Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to net loss during the financial period in which they are incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or the life of the asset On disposal or impairment of property, plant and equipment, the cost and related accumulated depreciation is removed from the consolidated financial statements and the net amount, less any proceeds, is included in other income / (loss) on the consolidated statements of operations. The Company is deemed to be the owner, for accounting purposes, during the construction phase of certain long-lived assets under build-to-suit lease arrangements because of its involvement with the construction, its exposure to any potential cost overruns and its other commitments under the arrangements. In these cases, the Company recognizes a build-to-suit lease asset under construction and a corresponding build-to-suit lease liability on the consolidated balance sheets. Upon completion of construction, the Company evaluates the de-recognition of the asset and liability under the provisions of ASC 840‑40, Leases – Sales-Leaseback Transactions Intangible Assets Intangible assets consist of the cost of reacquiring a technology license during 2015. The Company calculates amortization expense for acquired technology licenses using the straight-line method over the estimated useful lives, which is 4 years. Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expenses on the consolidated statements of operations. Impairments The Company’s long-lived assets include property, plant and equipment and intangible assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the asset using a discount rate determined by management to be commensurate with the risk inherent to the Company’s current business model. There were no impairment losses recognized during the years ended December 31, 2018, 2017 and 2016. Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: • Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. The Company’s Level 1 assets consist of bank deposits, money market funds, and U.S. treasury securities. • Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. The Company’s Level 2 assets consist of corporate debt securities including commercial paper, government sponsored securities and corporate bonds, as well as foreign municipal securities. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. During the years ended December 31, 2018, 2017 and 2016, no transfers were made into or out of the Level 1, 2 or 3 categories. The Company will continue to review the fair value inputs on a quarterly basis. The Company utilizes a third-party pricing service to assist in obtaining fair value pricing for investments. Inputs are documented in accordance with the fair value disclosure hierarchy. Preclinical and Clinical Trial Accruals As part of the process of preparing the financial statements, the Company is required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company estimates clinical trial and research agreement related expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on the Company’s behalf. In accruing clinical and research related fees, the Company estimates the time period over which services will be performed and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Payments made under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered. Transactions with Related Parties As outlined in Note 9 – Related Party Agreements Lease Obligations The Company categorizes leases at their inception as either operating or capital leases. On certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays that defer the commencement date of required payments. Additionally, incentives the Company receives for leases categorized as operating leases are treated as a reduction of cost over the term of the agreement. The Company establishes assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent the Company is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If the Company continues to be the deemed owner, the facilities are accounted for as financing leases. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized. The Company recognizes uncertain tax positions when the positions will be more likely than not upheld on examination by the taxing authorities based solely upon the technical merits of the positions. The Company recognizes interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. The Company did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2018 and 2017. The Company is subject to U.S. federal income tax, as well as income tax in Korea, California and other states. The federal returns for tax years 2015 through 2018 remain open to examination; the California returns remain subject to examination for tax years 2014 through 2018. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authority. All other state jurisdictions remain open to examination. No income tax returns are currently under examination by taxing authorities. Stock Repurchases In November 2015, the board of directors approved the 2015 Share Repurchase Program (Note 10) 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. As it is the intent for the repurchased shares to be retired, the Company has elected to account for the shares repurchased under the constructive retirement method. For shares repurchased in excess of par, the Company allocates the purchase price in excess of par value to accumulated deficit. Revenue Recognition Beginning January 1, 2018, the Company follows the provisions of Financial Accounting Standards Board (FASB) 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 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 (Note 7) 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 accumulated deficit for the effects of recognizing revenue upfront for the initial milestone. The adjustment to accumulated 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. Research and Development Costs Major components of research and development costs include cash compensation, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Costs incurred in research and development are expensed as incurred. Stock-Based Compensation The Company accounts for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation During the fourth quarter of 2018, the Company adopted FASB Accounting Standards Update (ASU) ASU 2018‑07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Equity-Based Payments to Non-Employees – Summary of Significant Accounting Policies – Recent Accounting Pronouncements – Application of New and Revised Accounting Standards – Adopted During the second quarter of 2016, the Company adopted ASU 2016‑09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Litigation Costs The Company expenses legal fees as they are incurred. Comprehensive Income (Loss) Comprehensive income or loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income or loss is composed of net income (loss) and other comprehensive income (loss). The Company's other comprehensive income or loss consists of unrealized gains and losses on marketable debt securities classified as available-for-sale, net of income taxes. Basic and Diluted Net Loss per Share of Common Stock Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2018 2017 2016 Outstanding options 6,493,250 5,693,250 6,307,386 Outstanding RSUs 867,911 888,189 814,456 Outstanding warrants 17,589,250 17,721,088 17,768,314 Total 24,950,411 24,302,527 24,890,156 Amounts in the table above reflect the common stock equivalents of the noted instruments. Segment and Geographic Information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its CEO. The Company views its operations and manages its business as a single operating and reporting segment. As of December 31, 2018 and 2017, the majority of the Company’s assets were held in the U.S. For the years ended December 31, 2018, 2017 and 2016, all of the Company’s revenue was derived in the U.S. Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Adopted Effective January 1, 2018, the Company adopted ASU 2016‑01, Recognition and Measurement of Financial Assets and Financial Liabilities In May 2014, the FASB issued guidance codified in ASC 606, which amends the guidance in former ASC Topic 605, Revenue Recognition – Summary of Significant Accounting Policies – Revenue Recognition 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 Effective October 1, 2018, the Company adopted ASU 2018‑07, which is part of the FASB’s initiative to reduce complexity in accounting standards. ASU 2018‑07, which supersedes ASC 505‑50, largely aligns the measurement and classification guidance for share-based payments granted to non-employees with the guidance for share-based payments granted to employees. The Company elected to apply the provisions of ASU 2018‑07 under the modified-retrospective transition method, wherein the Company made a final fair value adjustment for all of its then outstanding non-employee equity awards based on the closing market price of the Company’s common stock as of the October 1, 2018 adoption date. Adoption of ASU 2018‑07 did not have a material impact on the Company’s consolidated financial statements and, therefore, the Company did not record a cumulative effect transition adjustment upon adoption. The effect of the adoption of ASU 2018‑07 will be to minimize the volatility of expense related to stock-based awards issued to non-employees in the future. ASU 2018‑07, which was issued in June 2018, is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. See Note 2 – Summary of Significant Accounting Policies – Stock-Based Compensation Application of New or Revised Accounting Standards – Not Yet Adopted 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 (Topic 842) 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 during the three months ended December 31, 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 | 12 Months Ended |
Dec. 31, 2018 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | 3. Financial Statement Details Prepaid expenses and other current assets As of December 31, 2018 and 2017, prepaid expenses and other current assets were made up of (in thousands): As of December 31, 2018 2017 Insurance claim receivable $ 10,882 $ 340 Prepaid rent 536 373 Prepaid supplies 532 210 Interest receivable - marketable debt securities 473 764 Prepaid insurance 343 572 Insurance premium financing asset 339 — Prepaid equipment maintenance 329 123 Prepaid services 230 416 Prepaid license fees 104 597 Equipment deposits — 482 Other 42 275 $ 13,810 $ 4,152 Property, plant and equipment, net As of December 31, 2018 and 2017, property, plant and equipment was made up of (in thousands): As of December 31, 2018 2017 Construction in progress $ 2,480 $ 42,281 Buildings 59,356 23,811 Equipment 20,878 9,625 Leasehold improvements 4,087 3,918 Software 1,264 1,092 Furniture & fixtures 381 302 88,446 81,029 Accumulated depreciation (11,561 ) (4,303 ) $ 76,885 $ 76,726 Depreciation expense related to property, plant and equipment was $7.3 million, $3.3 million and $1.0 million for the years ended December 31, 2018, 2017 and 2016, 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 – Commitments and Contingencies – Financing Lease Obligations Intangible assets, net As of December 31, 2018 and 2017, intangible assets were made up of (in thousands): As of December 31, 2018 2017 Technology license $ 9,042 $ 9,042 Less accumulated amortization (8,477 ) (6,216 ) $ 565 $ 2,826 Amortization expense was $2.3 million, $2.3 million and $2.6 million for the years ended December 31, 2018, 2017 and 2016, respectively. Amortization for the Company’s technology license is included in research and development expense on the consolidated statements of operations. As of December 31, 2018, the remaining amortization period for the technology license is 0.25 years. Other assets As of December 31, 2018 and 2017, other assets were made up of (in thousands): As of December 31, 2018 2017 Prepaid rent $ 1,205 $ — Restricted cash 179 179 Security deposit 113 127 Other 30 24 $ 1,527 $ 330 Accrued expenses As of December 31, 2018 and 2017, accrued expenses were made up of (in thousands): As of December 31, 2018 2017 Litigation settlement accrual $ 12,000 $ — Accrued construction costs 3,341 6,212 Accrued bonus 2,079 1,930 Accrued compensation 943 944 Accrued professional and service fees 912 1,048 Accrued preclinical and clinical trial costs 704 521 Accrued laboratory equipment and supplies 678 305 Accrued franchise, sales/use and property taxes 250 198 Other 197 109 $ 21,104 $ 11,267 Other current liabilities As of December 31, 2018 and 2017, other current liabilities were made up of (in thousands): As of December 31, 2018 2017 Financing obligation - current portion $ 965 $ 284 Deferred rent - current portion 598 520 Build-to-suit lease liability - current portion — 334 Other 104 235 $ 1,667 $ 1,373 Investment income, net Net investment income is as follows for the years ended December 31, 2018, 2017 and 2016 (in thousands): For the Year Ended December 31, 2018 2017 2016 Interest income $ 2,317 $ 4,225 $ 5,168 Investment amortization accretion expense, net (463 ) (1,597 ) (2,182 ) Net realized gains on investments 3 37 111 $ 1,857 $ 2,665 $ 3,097 Interest income includes interest from marketable debt securities, notes receivable, and interest from the Company’s bank deposits. The Company did not recognize an impairment loss on any investments during the years ended December 31, 2018, 2017 and 2016. |
Viracta Investment and Converti
Viracta Investment and Convertible Notes | 12 Months Ended |
Dec. 31, 2018 | |
Investments All Other Investments [Abstract] | |
Viracta Investment and Convertible Notes | 4. Viracta Investment and Convertible Notes In March 2017, the Company participated in a Series B convertible preferred stock financing and invested $8.5 million in Viracta Therapeutics, Inc. (Viracta), a clinical stage drug development company. In May 2017, the Company executed an exclusive worldwide license with Viracta to develop and commercialize Viracta’s proprietary histone deacetylase inhibitor drug candidate for use in combination with NK cell therapy and possibly additional therapies. See Note 7 – Collaboration and License Agreements – Royalties and In-licensing Agreements – Viracta License Agreement Based on the level of equity investment at risk, Viracta is not a VIE and therefore is not consolidated under the VIE Model. In addition, 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 and does not qualify for the practical expedient to estimate fair value in accordance with ASC 820, Fair Value Measurement Investments—Equity Securities As of December 31, 2018, the Company’s qualitative impairment assessment did not indicate that 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 December 31, 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 December 31, 2018, or on a cumulative basis. As of December 31, 2018 and 2017, $8.5 million was recorded as an investment in equity securities on the consolidated balance sheets. 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 million, which under certain circumstances is convertible into Preferred Stock, and a warrant to purchase Viracta’s common shares. The convertible note accrues interest at 8% and has a one-year maturity date. 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 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 held-to-maturity notes receivable, on the consolidated balance sheets. |
Financial Instruments Investmen
Financial Instruments Investments in Debt Securities | 12 Months Ended |
Dec. 31, 2018 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Financial Instruments Investments in Debt Securities | 5. Financial Instruments – Investments in Debt Securities As of December 31, 2018, all of the Company’s marketable debt securities are classified as available-for-sale. At December 31, 2018, the Company’s investments in debt securities are detailed below (in thousands): December 31, 2018 Weighted- Average Remaining Contractual Life (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Available-for-sale Corporate debt securities 0.3 $ 57,463 $ 1 $ (136 ) $ 57,328 Total available-for-sale 0.3 57,463 1 (136 ) 57,328 Held-to-maturity, notes receivable (Note 4) 0.5 723 — — 723 Current portion 0.3 58,186 1 (136 ) 58,051 Noncurrent: Available-for-sale Corporate debt securities 1.9 3,067 — (76 ) 2,991 Government sponsored securities 1.5 2,756 — (46 ) 2,710 Noncurrent portion 1.7 5,823 — (122 ) 5,701 Total 0.4 $ 64,009 $ 1 $ (258 ) $ 63,752 At December 31, 2017, the Company’s investments in debt securities, including cash equivalents with original maturities greater than three months, are detailed below (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 less than 12 months and for more than 12 months at December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 32,010 $ (26 ) $ 26,663 $ (186 ) Government sponsored securities — — 2,710 (46 ) Total $ 32,010 $ (26 ) $ 29,373 $ (232 ) 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 ) At December 31, 2018, 38 of the securities and bonds are in an unrealized loss position. The Company evaluated its securities for other-than-temporary impairment and concluded that the decline in value was primarily caused by current economic and market conditions. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. Therefore, the Company did not recognize any other-than-temporary impairment loss during the years ended December 31, 2018, 2017 and 2016. The Company recorded realized gains and losses on sales or maturities of available-for-sale securities as follows (in thousands): Gross Realized Gains Gross Realized Losses Net Realized Gains 2018 $ 3 $ — $ 3 2017 52 (15 ) 37 2016 190 (79 ) 111 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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. Authoritative guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. Recurring Valuations Financial assets and liabilities measured at fair value on a recurring basis are summarized below at December 31, 2018 and 2017 (in thousands): Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 16,821 $ 16,821 $ — $ — Corporate debt securities 57,328 — 57,328 — Noncurrent: Corporate debt securities 2,991 — 2,991 — Government sponsored securities 2,710 — 2,710 — Total assets measured at fair value $ 79,850 $ 16,821 $ 63,029 $ — 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 years ended December 31, 2018, 2017 and 2016. |
Collaboration and License Agree
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration and License Agreements | 7. Collaboration and License Agreements Collaborative Arrangements A collaborative arrangement is a contractual arrangement that involves a joint operating activity. These arrangements involve two or more parties who are (i) active participants in the activity, and (ii) exposed to significant risks and rewards dependent on the commercial success of the activity. Exclusive Co-Development Agreement In August 2016, the Company entered into an exclusive Co-Development Agreement (the Co-Development Agreement) with Altor BioScience, LLC (Altor), formerly known as Altor BioScience Corporation, a related party (Note 9). Under the Co-Development Agreement, the Company and Altor agreed to exclusively collaborate on the development of therapeutic applications combining the Company’s proprietary natural killer cells with Altor's N‑801 and/or N‑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 is the lead developer for each product developed by the parties pursuant to the Co-Development Agreement unless otherwise agreed to under a given project plan. Under the terms of the Co-Development Agreement, both parties grant a co-exclusive, royalty free, fully paid-up, worldwide license, with the right to sublicense (only to a third-party contractor assisting with research and development activities under this Co-Development Agreement and subject to prior consent, not to be unreasonably withheld), under the intellectual property (IP), including the parties interest in the joint IP, solely to conduct any development activities agreed to by the steering committee as set forth in any development plan. Unless otherwise mutually agreed by the parties in the development plan for a project, the Company shall be responsible for all costs and expenses incurred by either party related to conducting clinical trials and other activities under each development program, including costs associated with patient enrollment, materials and supplies, third-party staffing and regulatory filings. Altor supplies 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 N‑803, an IL‑15 superagonist, in several phase Ib/II trials. No charges for supplies by Altor have been incurred in association with the above trials during the years ended December 31, 2018, 2017 and 2016. Joint Development and License Agreement In December 2014, the Company entered into a Joint Development and License Agreement with Sorrento Therapeutics, Inc. (Sorrento). The agreement expired in December 2017. Since no joint product candidates were identified during the exclusive term, Sorrento has no rights to use the Company’s NK cells or other technologies or intellectual property rights or to begin related research, development or commercialization activities and the Company is free to pursue, and is actively pursuing, research, development and commercialization activities with antibodies that may bind to various targets. Royalties and In-licensing Agreements Viracta License Agreement In May 2017, the Company entered into an agreement with Viracta to grant the Company exclusive world-wide rights to Viracta’s phase II drug candidate, VRx‑3996, for use in combination with the Company’s platform of natural killer cell therapies. The Company’s Chairman and CEO is also the Vice Chairman of Viracta. In consideration for the license, the Company is obligated to pay to Viracta (i) mid-single digit percentage royalties of net sales of licensed products for therapeutic use; and (ii) milestone payments ranging from $10.0 million to $25.0 million for various regulatory approvals and cumulative net sales levels. The Company may terminate the agreement, in its sole discretion, in whole or on a product by product and/or country by country basis, at any time upon 90 days’ prior written notice. In addition, either party may terminate the agreement in the event of a material breach or for bankruptcy of the other party. Chemotherapeutisches Forschungsinstitut Georg-Speyer-Haus (GSH) and DRK-Blutspendedienst Baden-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 Company paid $1.1 million for the initial license fees, which was included in research and development expenses on the consolidated statements of operations for the year ended December 31, 2015. Annual license fees under the agreement began in 2018. In October 2018, the Company terminated this agreement in accordance with the terms of the agreement. Fox Chase Cancer Center License Agreement In 2004 and amended in 2008, the Company entered into an exclusive license agreement with Fox Chase Cancer Center (Fox Chase) for the exclusive, worldwide right to certain patents and know-how pertaining to CD16 receptors bearing NK‑92 cell lines. In consideration for this exclusive license, the Company agreed to pay Fox Chase (i) low single-digit percentage royalties on net sales of licensed products for therapeutic and diagnostic use; and (ii) mid-twenties percentage royalties on any compensation the Company receives from sublicensees. Rush University Medical Center License Agreement In 2004, the Company entered into a 12-year licensing agreement with Rush University Medical Center for the exclusive rights to license and grant sublicenses of certain intellectual property related to clinical use of NK‑92. The Company is required to pay low to mid-single digit percentage royalties on net sales depending upon the various fields of studies and other factors. The Company is required to pay a minimum annual royalty of $25,000. The Rush University Medical Center License Agreement also provides for payments in the aggregate amount of $2.5 million upon the Company achieving various milestones, including upon (i) the completion of phase II clinical trial associated with the licensed intellectual property; (ii) the approval by the FDA of a new drug application for a licensed product; and (iii) the first year that sales of the licensed product equals or exceeds $0.3 million. The license has a term of 12 years from 2006, the year in which royalty payments were first made, and includes customary termination rights for both parties. Beginning in 2019, this license converted to a perpetual, irrevocable, fully paid, royalty-free, exclusive license. During the years ended December 31, 2018, 2017 and 2016, the Company recorded royalty expense of $4,200, $25,000 and $25,000, respectively, related to the Rush University Medical Center License Agreement. Royalty expense is included in selling, general and administrative on the consolidated statements of operations. No milestones were met during the years ended December 31, 2018, 2017 and 2016. Out-Licensing Agreement Intrexon License Agreement In February 2010, the Company entered into a 17-year license agreement with Intrexon Corporation (Intrexon) pursuant to which the Company granted to Intrexon a non-exclusive, worldwide, sublicensable license to research and sell products under certain patents relating to modified NK‑92 cells that express Intrexon’s proprietary gene sequences for use as a therapeutic and prophylactic agent in humans in specified therapeutic areas. In consideration for the license agreement, Intrexon paid the Company a one-time fee of $0.4 million. Prior to adoption of ASC 606, the upfront payment had initially been recorded as deferred revenue and was being recognized into revenue on a straight-line basis. Upon adoption of ASC 606, the Company adjusted its accumulated deficit in an amount equal to the then remaining deferred revenue after concluding that under ASC 606 the upfront payment would have been recognized when the license was transferred in 2010. Intrexon will pay the following milestone payments: $0.1 million upon the first IND filing; $0.1 million upon the commencement of the first phase II clinical trial; $0.4 million upon the commencement of the first phase III clinical trial; and $0.5 million upon the first commercial sale relating to the licensed products. Intrexon is obligated to pay the Company a low single digit percentage royalty based on net sales of the licensed products by Intrexon and a mid-teen percentage royalty based on revenues received by Intrexon in connection with sublicenses of the licensed products. No milestone payments were due or received in the years ended December 31, 2018, 2017 and 2016, and, therefore, the Company recorded no milestone revenue for any of those years on the consolidated statements of operations. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 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. Additionally, the Company records its rights 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 when 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. 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 final approval by the court, the Company agreed to pay $12.0 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 consolidated statements of operations, while the remaining $10.8 million is being fully funded by the Company’s insurance carriers under its directors’ and officers’ insurance policy. The Company and the insurance carriers paid the settlement amount into a settlement fund in January 2019. 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. 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 December 31, 2018 and 2017 was $10.9 million and $0.3 million, respectively, and is included in prepaid expenses and other current assets on the Company’s 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 Capital Lease In April 2017, the Company entered into an agreement to purchase a commercial building with approximately 36,434 square feet, located in El Segundo, California. The Company intends to use this facility as a warehouse and distribution facility as it is adjacent to the El Segundo, California, research and manufacturing facility. Upon the execution of the purchase agreement, the Company made a deposit of $5.0 million to the escrow holder and entered into a lease agreement related to this facility commencing on May 1, 2017. There was no monthly base rent under the lease. The escrow closed in September 2017 and the Company paid the remaining purchase price, including closing costs, of $15.3 million and terminated the lease agreement. The Company had a bargain purchase option to purchase the building upon termination of the escrow period and, initially, accounted for the lease as a capital lease. Upon purchase of the building in September 2017, which resulted in the termination of the capital lease, the Company accounted for the transaction as a single transaction and the carrying amount of the asset was adjusted for any differences between the carrying amount of the lease obligation and the initial carrying amount of the asset. 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 consolidated statements of operations and was $0.2 million, $0.2 million and $0.1 million for the years ended December 31, 2018, 2017 and 2016, 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 consolidated balance sheets 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 (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 rent 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 $0.2 million for each of the years ended December 31, 2018, 2017 and 2016. Operating Leases In August 2018, NantBio (Note 9) 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, which it had 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 ten years and expires in June 2027. The agreement may be terminated by the Company at any time, with or without cause. In case of termination of the agreement, 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 consolidated balance sheets, and is amortizing such upfront payments over the expected remaining lease term. In March 2016, the Company entered into a lease agreement for an approximately 7,893 square foot facility in Woburn, Massachusetts, for a research and development laboratory, related office and other related uses. The term of the lease is 48 months commencing on April 29, 2016. In June 2016, the lease was amended to add 260 square feet, for a total of 8,153 square feet. The base rent, including the amendment, is $19,000 per month with a $1 per square foot annual increase on each anniversary date. In July 2015, the Company entered into an agreement for approximately 3,067 square feet of office space in Cary, North Carolina. The lease expired as of December 31, 2017, and the Company vacated the premises. In June 2015, the Company entered into a lease agreement for an approximately 44,700 square foot facility in San Diego, California, for a research and development laboratory, related office and other related uses. The term of the lease extends for seven years commencing on August 1, 2016. The base rent is $0.2 million per month with 3% annual increases on each anniversary date. In July 2015, the Company entered into a sublease for the building with the then existing lessee for a term of one year commencing August 1, 2015. There was no fixed rent or operating expenses during the sublease term other than utilities. The Company is currently subleasing approximately 2,000 square feet of the premises to a related party (Note 9). The Company leased a total of approximately 2,550 square feet of office space in Cardiff-by-the-Sea, California, for general office use, pursuant to an operating lease. The lease term was extended through August 31, 2018. The Company’s total monthly lease payment was $13,200 per month. In August 2017, the Company subleased these premises for the remainder of the lease term for the same payment. The lease expired on August 31, 2018 and the Company vacated the premises. The Company recognizes rent expense under operating leases on a straight-line basis. Rent expense for the years ended December 31, 2018, 2017 and 2016 was $2.8 million, $2.7 million, $2.7 million, respectively. The following table summarizes the Company’s future minimum lease payments at December 31, 2018 (in thousands). Common area maintenance costs and taxes are not included in these payments. Years ending December 31, 2019 $ 4,108 2020 4,056 2021 3,435 2022 3,538 2023 2,056 Thereafter — Total minimum lease payments $ 17,193 |
Related Party Agreements
Related Party Agreements | 12 Months Ended |
Dec. 31, 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, LLC (NantWorks), which is a collection of multiple companies in the healthcare and technology space. The Company has entered into arrangements with NantWorks, and certain affiliates of NantWorks, as described below, to facilitate the development of new genetically modified NK cells for the Company’s product pipeline. Share Repurchase In November 2018, the Company entered into a share repurchase agreement with an immediate family member of a director of the Company, pursuant to which the Company repurchased 138,349 of its common shares for a total of $0.2 million under its existing share repurchase program. NantHealth Labs, 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, 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 year ended December 31, 2018, $0.3 million has been recognized in research and development expense on the consolidated statements of operations. As of year ended December 31, 2018, the Company owes NantHealth Labs $49,300, which is included in due to related parties on the consolidated balance sheets. John Lee, M.D. and Leonard Sender, M.D., Inc., a professional medical corporation, dba Chan Soon-Shiong Institutes for Medicine 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 years ended December 31, 2018 and 2017, expense of $2.7 million and $0.8 million, respectively, has been recognized in research and development expense on the consolidated statements of operations. As of December 31, 2018 and 2017, the Company owed CSSIM $0.6 million and $0.8 million, respectively, which is included in due to related parties on the consolidated balance sheets. Tensorcom, LLC In April 2017, the Company entered into a sublease agreement with Tensorcom, LLC (Tensorcom), formerly known as Tensorcom, Inc., for a portion of the Company’s San Diego, California, research and development laboratory and office space. The lease ran from May 1, 2017 through April 30, 2018. Tensorcom is a related party, as it is an affiliate of NantWorks. The sublease included a portion of the premises consisting of approximately 6,557 rentable square feet of space. The monthly base rent was $25,000 per month. For the years ended December 31, 2018 and 2017, the Company recognized $0.1 million and $0.2 million, respectively, in other income on the consolidated statements of operations under the sublease agreement. At December 31, 2018 and 2017, there were no balances due between the parties. VivaBioCell S.p.A. In February 2017, the Company entered into a research grant agreement with VivaBioCell S.p.A. (VBC), a subsidiary of NantCell, Inc. (NantCell). NantCell is an affiliate of NantWorks. 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 consolidated balance sheets and benefited from the research and development activities over a one-year timeframe. For the years ended December 31, 2018 and 2017, $0.1 million and $0.6 million, respectively, has been recognized in research and development expense on the consolidated statements of operations and prepaid expenses and other current assets on the consolidated balance sheets was reduced by that amount. 605 Doug St, LLC In September 2016, the Company entered into a lease agreement with 605 Doug St, LLC, an entity owned by the Company’s Chairman and CEO, for approximately 24,250 square feet in El Segundo, California, which has been converted to a research and development laboratory and a cGMP laboratory. The lease runs from July 2016 through July 2023. The Company has the option to extend the lease for an additional three-year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. See Note 8 – Commitments and Contingencies – Financing Lease Obligation – El Segundo Altor In August 2016, the Company entered into a Co-Development Agreement with Altor as described in Note 7. Altor is a related party of the Company as it is a wholly owned subsidiary of NantCell. NantCell is an affiliate of NantWorks. No charges for supplies by Altor have been incurred in association with the trials during the years ended December 31, 2018, 2017 and 2016. 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, which it had 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 ten years and expires in June 2027. The agreement may be terminated by the Company at any time, with or without cause. In case of termination of the agreement, 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 consolidated balance sheets, and is amortizing such upfront payments over the expected remaining lease term. In January 2018, the Company entered into a laboratory services agreement with NantBio. The agreement, effective December 1, 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. The Company recognized $0.1 million and $10,000, respectively, in other income on the consolidated statements of operations for the years ended December 31, 2018 and 2017. At December 31, 2018 and 2017, NantBio owed the Company $49,000 and $0.1 million, respectively, which is included in due from related parties on the consolidated balance sheets. In March 2016, NantBio and the National Cancer Institute entered into a cooperative research and development agreement. The initial five-year 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 benefited from the preclinical and clinical research conducted during the first three years under this agreement and provided the first, second, and third year of 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 recognizes research and development expense ratably over a 12-month period and recorded $0.6 million, $0.6 million and $0.5 million, respectively, of expense for the years ended December 31, 2018, 2017 and 2016. At each of December 31, 2018 and 2017, the Company had a balance of $0.1 million included in prepaid expenses and other current assets related to this agreement, on the consolidated balance sheets. NantWorks 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 the Company had previously made with the construction company, which NantWorks can now utilize in applying such funds to future planned construction projects. 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 years ended December 31, 2018, 2017 and 2016, the Company recorded $2.8 million, $3.6 million and $3.9 million, respectively, to selling, general and administrative expense, and $3.3 million, $3.2 million and $2.1 million, respectively, in research and development expense under this arrangement on the consolidated statements of operations. 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 support services to NantWorks and/or any of its affiliates. For the years ended December 31, 2018, 2017 and 2016, the Company recorded expense reimbursements of $0.6 million, $0.4 million and $0.1 million, respectively, to selling, general and administrative expense and $2.6 million, $1.0 million and $0.2 million, respectively, to research and development expense. The Company owed NantWorks a net amount of $1.1 million and $1.5 million for all agreements between the two affiliates at December 31, 2018 and 2017, respectively, which is included in due to related parties on the consolidated balance sheets. 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 – Commitments and Contingencies – Financing Lease Obligation – Culver City 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 years ended December 31, 2018, 2017 and 2016, the Company recorded operating expense of $0.1 million, $0.1 million and $0.2 million, respectively, to research and development under this arrangement on the consolidated statements of operations. The Company owed NantOmics $24,000 and $0.1 million, respectively, at December 31, 2018 and 2017, which is included in due to related parties on the consolidated balance sheets. NanoCav, LLC In June 2015, the Company entered into an agreement with NanoCav, LLC (NanoCav), a related party, pursuant to which the Company obtained access to NanoCav’s virus-free cell transfection technologies on a non-exclusive basis. Under the agreement, NanoCav will conduct certain, mutually agreed feasibility studies, on a fee for service basis, to evaluate the use of its cell transfection technologies with the Company’s aNK platform products and non-proprietary NK cells. The agreement has an initial term of five years and renews automatically for successive one-year periods, unless terminated earlier. In September 2015, the Company made a $45,000 feasibility study retainer payment as required by the agreement. For the years ended December 31, 2018, 2017 and 2016, the Company recorded operating expense of $0, $0 and $0.1 million, respectively, to research and development under this arrangement on the consolidated statements of operations. At December 31, 2018 and 2017, no balance was due to either party. NantCell In November 2018, the Company entered into an agreement with Etubics Corporation (Etubics), a subsidiary of NantCell, which is an affiliate of NantWorks, pursuant to which the Company sold used laboratory equipment to Etubics for $0.3 million. In conjunction with this sale, the Company recognized a loss on disposal of related laboratory equipment of $0.1 million, which was included in other income, net on the consolidated statements of operations. In June 2015, the Company also entered into a supply agreement with NantCell pursuant to which the Company has the right to purchase NantCell’s proprietary bioreactors, made according to specifications mutually agreed to with NantCell. The Company also has the right to purchase reagents and consumables associated with such equipment from NantCell. When an upfront payment is made, it is included in prepaid expenses on the consolidated balance sheets until the product is received. The agreement has an initial term of five years and renews automatically for successive one-year periods unless terminated earlier. During the years ended December 31, 2018 and 2017, the Company purchased bioreactors resulting in $1.1 million and $0.3 million in capitalized equipment, respectively, on the consolidated balance sheets. During the years ended December 31, 2018, 2017 and 2016, the Company recorded research and development expense of $0.1 million, $0.3 million and $0.2 million, respectively, on the consolidated statements of operations. At December 31, 2018 and 2017, the Company had $0.5 million and $0.2 million, respectively, included in prepaid expenses and other current assets on the consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Stock Repurchase – In November 2015, the board of directors approved a share repurchase program (the 2015 Share Repurchase Program) allowing the CEO or CFO, on behalf of the Company, to repurchase from time to time, in the open market or in privately negotiated transactions, up to $50.0 million of the Company’s outstanding shares of common stock, exclusive of any commissions, markups or expenses. The timing and amounts of any purchases 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. The shares are formally retired through board approval upon repurchase. To date, the Company has repurchased 5,929,903 shares of the Company’s common stock under the 2015 Share Repurchase program at a total cost of $31.2 million. In addition, the Company has paid approximately $0.1 million of broker commissions on repurchases. The Company repurchased 138,349 shares (Note 9), 3,633,610 shares, and 2,157,944 shares during the years ended December 31, 2018, 2017 and 2016, respectively, for a total of $0.2 million, $15.2 million, and $15.8 million, respectively. At December 31, 2018, $18.8 million remained authorized for repurchase under the 2015 Share Repurchase Program. Common Stock Reserved for Future Issuance The Company is authorized to issue up to 500,000,000 shares of common stock, par value $0.0001 per share at December 31, 2018. As of December 31, 2018, there were 79,087,734 shares of common stock issued and outstanding. The following table summarizes the common shares reserved for issuance on exercise or vesting of various awards at December 31, 2018: Outstanding stock options 6,493,250 Outstanding RSUs 867,911 Outstanding officer warrants 17,589,250 Total shares reserved for future issuance 24,950,411 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation 2014 Equity Incentive Plan – In March 2014, the Company’s board of directors and stockholders approved the 2014 Equity Incentive Plan (2014 Plan) under which 11,109,000 shares of Class A common stock were reserved for the granting of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code (IRC), non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and performance awards to employees, directors and consultants. Recipients of stock awards are eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of awards granted under the 2014 Plan is ten years. Stock awards are generally not exercisable prior to the applicable vesting date, unless otherwise accelerated under the terms of the applicable stock plan agreement. Unvested shares of the Company’s common stock issued in connection with an early exercise allowed by the Company may be repurchased by the Company upon termination of the optionee’s service with the Company. 2015 Equity Incentive Plan – In July 2015, the Company’s board of directors adopted the 2015 Equity Incentive Plan (2015 Plan). The 2015 Plan permits the grant of incentive stock options to the Company’s employees, and for the grant of non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares to the Company’s employees, directors and consultants. There were 1,835,349 shares of common stock reserved for future grants pursuant to the 2015 Plan as of December 31, 2018. In addition, the shares reserved for future grants under the 2015 Plan will include shares subject to stock options or similar awards granted under the 2014 Plan that expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2014 Plan that are forfeited to or repurchased by the Company (provided that the maximum number of shares that may be added to the 2015 Plan pursuant to this provision is 4,237,800 shares as of December 31, 2018). Stock-Based Compensation The following table presents all stock-based compensation as included on the Company’s consolidated statements of operations (in thousands): For the Year Ended December 31, 2018 2017 2016 Stock-based compensation expense: Warrants for common stock to an officer $ 17,817 $ 31,584 $ 50,502 Employee stock options 4,057 4,267 14,720 Employee RSUs 1,193 894 8,166 Non-employee RSUs 315 252 464 $ 23,382 $ 36,997 $ 73,852 Stock-based compensation expense in operating expenses: Research and development $ 460 $ 102 $ 852 Selling, general and administrative 22,922 36,895 73,000 $ 23,382 $ 36,997 $ 73,852 Stock Options The following table summarizes stock option activity under all equity incentive plans for the years ended December 31, 2018, 2017 and 2016: Number of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 8,777,893 $ 5.36 $ 116,273 7.2 Options exercised (2,398,883 ) $ 0.76 Options forfeited/canceled (71,624 ) $ 2.00 Outstanding at December 31, 2016 6,307,386 $ 7.14 $ 19,100 6.4 Options exercised (614,136 ) $ 1.88 Outstanding at December 31, 2017 5,693,250 $ 7.71 $ 11,920 5.3 Options granted 800,000 $ 3.07 Outstanding at December 31, 2018 6,493,250 $ 7.14 $ 563 4.8 Vested and Exercisable at December 31, 2018 5,577,531 $ 7.82 $ 563 4.2 The vested and exercisable shares at December 31, 2017 and 2016 were 5,114,656 and 5,210,756, respectively. The following table provides a summary of options outstanding and vested as of December 31, 2018: Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (in years) Number Exercisable Weighted- Average Remaining Contractual Life (in years) $0.22 134,800 0.3 134,800 0.3 $0.42 589,660 5.9 589,660 5.9 $1.76 699,060 6.0 699,060 6.0 $2.00 962,780 6.1 962,780 6.1 $2.20 1,851,500 0.2 1,735,781 0.2 $3.07 800,000 9.7 — — $25.00 1,455,450 6.6 1,455,450 6.6 6,493,250 4.8 5,577,531 4.2 The aggregate intrinsic value of stock options exercised during the years ended December 31, 2018, 2017 and 2016 was $0.6 million, $1.7 million and $17.0 million, respectively. The cash received from exercised options was $0, $1.2 million and $1.4 million, respectively, for the years ended December 31, 2018, 2017 and 2016. During the year ended December 31, 2018, the Company granted 800,000 stock options to key executives. These options have an exercise price of $3.07 per share, which was equal to the closing price of the Company’s common stock on the date of grant, and 25% vest on the one-year anniversary of the date of grant with the remaining options vesting ratably each month over the following three years. No stock options were granted to employees during the years ended December 31, 2017 and 2016. No stock options were granted to non-employees during the years ended December 31, 2018, 2017 and 2016. The total unrecognized compensation cost related to non-vested stock options as of December 31, 2018 is $2.4 million, which is expected to be recognized over a weighted-average period of 2.4 years. The Company uses a Black-Scholes option-pricing model to determine the fair value of stock-based compensation under ASC Topic 718, Stock Compensation Expected term (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 restricted stock units (RSUs) activity under the 2015 Plan: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2015 1,129,638 $ 20.51 Granted 407,800 $ 7.76 Vested (537,982 ) $ 23.75 Forfeited/canceled (185,000 ) $ 11.75 Unvested balance at December 31, 2016 814,456 $ 13.98 Granted 615,983 $ 4.50 Vested (244,209 ) $ 15.82 Forfeited/canceled (298,041 ) $ 10.28 Unvested balance at December 31, 2017 888,189 $ 8.14 Granted 487,472 $ 3.57 Vested (172,330 ) $ 6.16 Forfeited/canceled (335,420 ) $ 6.27 Unvested balance at December 31, 2018 867,911 $ 6.69 During the years ended December 31, 2018, 2017 and 2016, the Company granted 90,906 RSUs, 77,250 RSUs and 67,500 RSUs, respectively, to non-employees. All of the 90,906 RSUs granted to non-employees were granted to employees of related companies under the Company’s shared services agreement with NantWorks (Note 9). As of December 31, 2018, there was $2.5 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.1 years. Of that amount, $2.0 million of unrecognized expense is related to employee grants with a remaining weighted-average period of 2.2 years and $0.5 million of unrecognized expense is related to non-employee grants with a remaining weighted-average period of 1.4 years. Warrants The following table summarizes the Company’s warrant activity: Outstanding at December 31, 2015 17,819,616 Warrants exercised (51,302 ) Outstanding at December 31, 2016 17,768,314 Warrants exercised (47,226 ) Outstanding at December 31, 2017 17,721,088 Warrants exercised (93,254 ) Warrants expired (38,584 ) Outstanding at December 31, 2018 17,589,250 Vested and exercisable at December 31, 2018 17,589,250 Common Stock Reserved for Future Grants under the 2015 Equity Incentive Plan At December 31, 2018, there were 1,835,349 shares of common stock reserved for future grants of equity awards. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The amount of loss before taxes is (in thousands): For the Year Ended December 31, 2018 2017 2016 U.S. loss before taxes $ (94,423 ) $ (94,734 ) $ (118,743 ) Foreign loss before taxes (2,306 ) (2,182 ) (2,638 ) Loss before income taxes $ (96,729 ) $ (96,916 ) $ (121,381 ) Income tax (benefit) expense for the years ended December 31, 2018, 2017 and 2016 consists of the following (in thousands): For the Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ — State 3 4 3 Foreign — — — Total Current 3 4 3 Deferred: Federal — — — State (8 ) — — Foreign (498 ) (497 ) (575 ) Total Deferred (506 ) (497 ) (575 ) Income tax benefit $ (503 ) $ (493 ) $ (572 ) The components that comprise the Company’s net deferred tax assets at December 31, 2018 and 2017 consist of the following (in thousands): As of December 31, 2018 2017 Deferred tax assets: Stock compensation $ 79,281 $ 73,336 Net operating loss carryforwards 61,915 42,784 Leases and other accrued liabilities 2,909 1,868 Tax credits 845 845 Accrued compensation 795 682 Accrued legal expenses 308 — Total deferred tax assets 146,053 119,515 Deferred tax liabilities: Foreign intangibles (1 ) (499 ) Depreciation and amortization (1,279 ) (494 ) Total deferred tax liabilities (1,280 ) (993 ) Net deferred tax assets 144,773 118,522 Valuation allowance (144,773 ) (119,020 ) Net deferred tax liability $ — $ (498 ) A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: For the Year Ended December 31, 2018 2017 2016 Tax computed at federal statutory rate 21.0 % 34.0 % 34.0 % Section 382/383 NOL — — 8.6 State income taxes, net of federal tax benefit 6.2 5.3 3.6 Tax rate adjustment (0.3 ) 4.8 1.5 Tax Cuts and Jobs Act — (53.4 ) — Research and development credits 0.1 0.6 1.3 Stock-based compensation (0.1 ) (0.3 ) (0.3 ) Other 0.3 0.8 (0.5 ) Valuation allowance (26.7 ) 8.7 (47.7 ) Effective income tax rate 0.5 % 0.5 % 0.5 % On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA) was enacted into law. The TCJA made significant changes to U.S. tax laws, including, but not limited to, the following: (a) reducing the federal corporate income tax rate from 35% to a flat 21%, effective January 1, 2018; (b) eliminating the federal corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; and (c) eliminating several business deductions and credits, including deductions for certain executive compensation in excess of $1.0 million. As a result of the rate reduction, the Company has reduced the deferred tax asset balance as of December 31, 2017 by $51.7 million. Due to the Company’s full valuation allowance position, the Company has also reduced the valuation allowance by the same amount. In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (SAB 118), which provides guidance on accounting for the income tax effects of the TCJA. SAB 118 provides a measurement period that should not extend beyond one year from the TCJA enactment date for companies to complete the accounting related to the TCJA under ASC Topic 740, Income Taxes Pursuant to IRC Sections 382 and 383, annual use of the Company's net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company completed an IRC Section 382/383 analysis through 2018 regarding the limitation of net operating loss and research and development credit carryforwards. The Company has derecognized the deferred tax assets for net operating losses and federal and state research and development credits of $0.8 million from its deferred tax asset schedule as of December 31, 2018. There is no impact to tax expense for the derecognition of the net operating losses and federal and state research and development credits due to the valuation allowance recorded against the deferred tax assets. Additionally, the Company has not recognized the deferred tax asset for research and development credits carryforwards as of December 31, 2018 and 2017 because the Company is a part of a controlled group of affiliated companies with common ownership and cannot complete its calculation of the credit until the time that all members of the controlled group complete their analysis and calculation of qualified research expenditures. The Company does not expect that the unrecognized tax benefits will change within 12 months of this reporting date. Due to the existence of the valuation allowance, future changes in the Company's unrecognized tax benefits will not impact the Company's effective tax rate. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company has recorded a full valuation allowance of $144.8 million at December 31, 2018. The change in the valuation allowance for the year ended December 31, 2018 was an increase of $25.8 million. The portion of the valuation allowance for deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital is $0.2 million. The Company has not incurred any material interest or penalties as of the current reporting date with respect to income tax matters. The Company does not expect that there will be unrecognized tax benefits of a significant nature that will increase or decrease within 12 months of the reporting date. The Company is subject to U.S. federal income tax, as well as income tax in California and other states. The federal returns for tax years 2015 through 2018 remain open to examination and the California returns remain subject to examination for tax years 2014 through 2018. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authority. All other state jurisdictions remain open to examination. At December 31, 2018, the Company has federal net operating losses (NOLs) of approximately $232.3 million, state NOLs of $200.3 million, and foreign NOLs of $0.2 million. The federal NOL carryforwards begin to expire in 2024, the state NOL carryforwards begin to expire in 2030 and the foreign NOL carryforwards begin to expire in 2022. At December 31, 2018, the Company also had federal research tax credit carryforwards of approximately $6.5 million and California research tax credits of $4.0 million. The federal research tax credit carryforwards begin to expire in 2034 and the state research tax credit carryforwards begin to expire in 2029. The following table summarizes the changes to the amount of unrecognized tax benefits (in thousands): Unrecognized tax benefits at December 31, 2016 $ 4,634 Decrease for prior year tax positions (812 ) Increase for current year tax positions 2,755 Unrecognized tax benefits at December 31, 2017 6,577 Increase for prior year tax positions 798 Increase for current year tax positions 4,608 Unrecognized tax benefits at December 31, 2018 $ 11,983 Included in the balance of unrecognized tax benefits at December 31, 2018, is $10.9 million that, if recognized, would not impact the Company’s income tax benefit or effective tax rate as long as the deferred tax asset remains subject to a full valuation allowance. The Company does not expect any significant increases or decreases to its unrecognized tax benefits within the next 12 months. |
Summarized Quarterly Data (Unau
Summarized Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Quarterly Data (Unaudited) | 13. Summarized Quarterly Data (Unaudited) The following financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results of the interim periods. The table below presents unaudited quarterly data for fiscal 2018 and 2017 (in thousands, except for share and per share amounts): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2018 Revenue $ 5 $ 4 $ 31 $ 7 Operating expenses 28,289 28,282 24,139 17,726 Operating loss (28,284 ) (28,278 ) (24,108 ) (17,719 ) Net loss (27,519 ) (27,732 ) (23,635 ) (17,340 ) Net loss per share - basic and diluted $ (0.35 ) $ (0.35 ) $ (0.30 ) $ (0.22 ) Shares used in calculating net loss per share - basic and diluted 79,036,614 79,107,208 79,204,765 79,177,962 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2017 Revenue $ 11 $ 14 $ 8 $ 12 Operating expenses 25,475 23,834 24,450 25,406 Operating loss (25,464 ) (23,820 ) (24,442 ) (25,394 ) Net loss (24,515 ) (23,452 ) (23,969 ) (24,487 ) Net loss per share - basic and diluted $ (0.30 ) $ (0.29 ) $ (0.30 ) $ (0.31 ) Shares used in calculating net loss per share - basic and diluted 82,138,438 81,440,816 79,440,591 79,358,861 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefits | 14. Employee Benefits Defined Contribution Benefit Plan – In December 2015, the Company adopted a 401(k) retirement and savings plan (the 401(k) Plan) covering all employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the Internal Revenue Service. The Company, at its discretion, may make certain contributions to the 401(k) Plan. The Company made contributions of $0.5 million, $0.4 million and $0.2 million during the years ended December 31, 2018, 2017 and 2016, respectively. Compensated Absences – Under the Company’s vacation policy, certain salaried employees are provided unlimited vacation leave. Therefore, the Company does not record an accrual for paid leave related to these employees since the Company is unable to reasonably estimate the compensated absences that these employees will take. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity As of December 31, 2018, the Company had an accumulated deficit of approximately $595.0 million. The Company also had negative cash flow from operations of approximately $63.4 million during the year ended December 31, 2018. The Company expects that it will likely need additional capital to further fund the 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, cash equivalents, and marketable debt securities, together with the ability to borrow from affiliated entities, will enable it to fund operations and capital expenditure requirements for at least the next 12 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of this uncertainty. The Company believes its existing cash, cash equivalents, and investments in marketable debt securities, and the ability to borrow from affiliated entities, will be sufficient to fund operations through at least the next 12 months following the issuance date of the financial statements based upon the Company’s Chairman and CEO’s intent and ability to support the Company’s operations with additional funds, including loans from affiliated entities, as required. The Company may also seek to sell additional equity, through one or more follow-on public offerings, or in separate financings, or obtain a credit facility. However, the Company may not be able to secure such financing in a timely manner or on favorable terms. Without additional funds, the Company may choose to delay or reduce its operating or investment expenditures. Further, because of the risk and uncertainties associated with the commercialization of the Company’s products in development, the Company may need additional funds to meet its needs sooner than planned. To date, the Company’s primary sources of capital were its initial public offering and the concurrent private placement of common shares. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. 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 as an equity investment 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 and does not qualify for the practical expedient to estimate fair value in accordance with ASC 820, Fair Value Measurement Investments—Equity Securities The Company owns non-marketable equity securities that are accounted for using the measurement alternative described above 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. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of warrants, stock-based compensation, the valuation allowance for deferred tax assets, preclinical and clinical trial accruals, impairment assessments, useful lives of long-lived assets, and the valuation of build-to-suit lease assets. The Company bases its estimates on historical experience and on various other market-specific and relevant assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties |
Contingencies | 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. Additionally, the Company records its rights 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 when receipt is deemed probable. This includes instances when 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. |
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. |
Cash, Cash Equivalents and Marketable Debt Securities | Cash, Cash Equivalents and Marketable Debt Securities The Company invests its excess funds in investment grade short- to intermediate-term corporate debt securities, commercial paper, government sponsored securities, U.S. treasury securities and foreign government bonds and classifies these investments as available-for-sale. The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents and all investments purchased with original maturities of greater than three months as marketable debt securities. Marketable debt securities with remaining maturities of 12 months or less are classified as short-term and marketable debt securities with remaining maturities greater than 12 months are classified as long-term. All marketable debt securities are reported at fair value and any unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss), net of tax, on the consolidated statements of stockholders’ equity, with the exception of unrealized losses believed to be other-than-temporary, which are recorded in investment income, net, on the consolidated statements of operations. Realized gains and losses are included in investment income, net, on the consolidated statements of operations. Realized gains and losses from sale of the securities and the amounts, net of tax, reclassified out of accumulated other comprehensive loss, if any, are determined on a specific identification basis. The Company periodically evaluates whether declines in fair values of its investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as the Company’s ability and intent to hold the investment until a forecasted recovery occurs. Additionally, the Company assesses whether it has plans to sell the security or it is more likely than not it will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of the Company’s investments, duration and severity of the decline in value and the Company’s strategy and intentions for holding the investment. There were no other-than-temporary impairments recorded in the years ended December 31, 2018, 2017 and 2016. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institutions. While the Company maintains cash deposits in FDIC insured financial institutions in excess of federally insured limits, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. The Company has not experienced any losses on such accounts. The Company has funded a certificate of deposit (CD) as a substitute letter of credit for one of the leased properties. This CD is reported as long-term restricted cash and is included in other assets on the consolidated balance sheets as the landlord is the beneficiary of the account and the Company is not able to access the funds during the term of the lease. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to net loss during the financial period in which they are incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or the life of the asset On disposal or impairment of property, plant and equipment, the cost and related accumulated depreciation is removed from the consolidated financial statements and the net amount, less any proceeds, is included in other income / (loss) on the consolidated statements of operations. The Company is deemed to be the owner, for accounting purposes, during the construction phase of certain long-lived assets under build-to-suit lease arrangements because of its involvement with the construction, its exposure to any potential cost overruns and its other commitments under the arrangements. In these cases, the Company recognizes a build-to-suit lease asset under construction and a corresponding build-to-suit lease liability on the consolidated balance sheets. Upon completion of construction, the Company evaluates the de-recognition of the asset and liability under the provisions of ASC 840‑40, Leases – Sales-Leaseback Transactions |
Intangible Assets | Intangible Assets Intangible assets consist of the cost of reacquiring a technology license during 2015. The Company calculates amortization expense for acquired technology licenses using the straight-line method over the estimated useful lives, which is 4 years. |
Patents | Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expenses on the consolidated statements of operations. |
Impairments | Impairments The Company’s long-lived assets include property, plant and equipment and intangible assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the asset using a discount rate determined by management to be commensurate with the risk inherent to the Company’s current business model. There were no impairment losses recognized during the years ended December 31, 2018, 2017 and 2016. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The accounting standard for fair value measurements provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability. The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: • Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. The Company’s Level 1 assets consist of bank deposits, money market funds, and U.S. treasury securities. • Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. The Company’s Level 2 assets consist of corporate debt securities including commercial paper, government sponsored securities and corporate bonds, as well as foreign municipal securities. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. During the years ended December 31, 2018, 2017 and 2016, no transfers were made into or out of the Level 1, 2 or 3 categories. The Company will continue to review the fair value inputs on a quarterly basis. The Company utilizes a third-party pricing service to assist in obtaining fair value pricing for investments. Inputs are documented in accordance with the fair value disclosure hierarchy. |
Preclinical and Clinical Trial Accruals | Preclinical and Clinical Trial Accruals As part of the process of preparing the financial statements, the Company is required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company estimates clinical trial and research agreement related expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on the Company’s behalf. In accruing clinical and research related fees, the Company estimates the time period over which services will be performed and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. Payments made under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered. |
Transactions with Related Parties | Transactions with Related Parties As outlined in Note 9 – Related Party Agreements |
Lease Obligations | Lease Obligations The Company categorizes leases at their inception as either operating or capital leases. On certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays that defer the commencement date of required payments. Additionally, incentives the Company receives for leases categorized as operating leases are treated as a reduction of cost over the term of the agreement. The Company establishes assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent the Company is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease. Upon occupancy of facilities under build-to-suit leases, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If the Company continues to be the deemed owner, the facilities are accounted for as financing leases. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company records valuation allowances to reduce deferred tax assets to the amount the Company believes is more likely than not to be realized. The Company recognizes uncertain tax positions when the positions will be more likely than not upheld on examination by the taxing authorities based solely upon the technical merits of the positions. The Company recognizes interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. The Company did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2018 and 2017. The Company is subject to U.S. federal income tax, as well as income tax in Korea, California and other states. The federal returns for tax years 2015 through 2018 remain open to examination; the California returns remain subject to examination for tax years 2014 through 2018. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the Internal Revenue Service or other respective tax authority. All other state jurisdictions remain open to examination. No income tax returns are currently under examination by taxing authorities. |
Stock Repurchases | Stock Repurchases In November 2015, the board of directors approved the 2015 Share Repurchase Program (Note 10) 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. As it is the intent for the repurchased shares to be retired, the Company has elected to account for the shares repurchased under the constructive retirement method. For shares repurchased in excess of par, the Company allocates the purchase price in excess of par value to accumulated deficit. |
Revenue Recognition | Revenue Recognition Beginning January 1, 2018, the Company follows the provisions of Financial Accounting Standards Board (FASB) 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 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 (Note 7) 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 accumulated deficit for the effects of recognizing revenue upfront for the initial milestone. The adjustment to accumulated 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. |
Research and Development Costs | Research and Development Costs Major components of research and development costs include cash compensation, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials and related clinical manufacturing, costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on the Company’s behalf. Costs incurred in research and development are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation During the fourth quarter of 2018, the Company adopted FASB Accounting Standards Update (ASU) ASU 2018‑07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Equity-Based Payments to Non-Employees – Summary of Significant Accounting Policies – Recent Accounting Pronouncements – Application of New and Revised Accounting Standards – Adopted During the second quarter of 2016, the Company adopted ASU 2016‑09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Litigation Costs | Litigation Costs The Company expenses legal fees as they are incurred. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income or loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income or loss is composed of net income (loss) and other comprehensive income (loss). The Company's other comprehensive income or loss consists of unrealized gains and losses on marketable debt securities classified as available-for-sale, net of income taxes. |
Basic and Diluted Net Loss Per Share of Common Stock | Basic and Diluted Net Loss per Share of Common Stock Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2018 2017 2016 Outstanding options 6,493,250 5,693,250 6,307,386 Outstanding RSUs 867,911 888,189 814,456 Outstanding warrants 17,589,250 17,721,088 17,768,314 Total 24,950,411 24,302,527 24,890,156 Amounts in the table above reflect the common stock equivalents of the noted instruments. |
Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its CEO. The Company views its operations and manages its business as a single operating and reporting segment. As of December 31, 2018 and 2017, the majority of the Company’s assets were held in the U.S. For the years ended December 31, 2018, 2017 and 2016, all of the Company’s revenue was derived in the U.S. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Adopted Effective January 1, 2018, the Company adopted ASU 2016‑01, Recognition and Measurement of Financial Assets and Financial Liabilities In May 2014, the FASB issued guidance codified in ASC 606, which amends the guidance in former ASC Topic 605, Revenue Recognition – Summary of Significant Accounting Policies – Revenue Recognition 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 Effective October 1, 2018, the Company adopted ASU 2018‑07, which is part of the FASB’s initiative to reduce complexity in accounting standards. ASU 2018‑07, which supersedes ASC 505‑50, largely aligns the measurement and classification guidance for share-based payments granted to non-employees with the guidance for share-based payments granted to employees. The Company elected to apply the provisions of ASU 2018‑07 under the modified-retrospective transition method, wherein the Company made a final fair value adjustment for all of its then outstanding non-employee equity awards based on the closing market price of the Company’s common stock as of the October 1, 2018 adoption date. Adoption of ASU 2018‑07 did not have a material impact on the Company’s consolidated financial statements and, therefore, the Company did not record a cumulative effect transition adjustment upon adoption. The effect of the adoption of ASU 2018‑07 will be to minimize the volatility of expense related to stock-based awards issued to non-employees in the future. ASU 2018‑07, which was issued in June 2018, is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. See Note 2 – Summary of Significant Accounting Policies – Stock-Based Compensation Application of New or Revised Accounting Standards – Not Yet Adopted 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 (Topic 842) 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 during the three months ended December 31, 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) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Buildings 39 years Software 3 years Laboratory equipment 5 years Furniture & fixtures 5 years IT equipment 3 years Leasehold improvements The lesser of the lease term or the life of the asset |
Securities Excluded from the Computation of Potentially Dilutive Securities | The following table details those securities that have been excluded from the computation of potentially dilutive securities: As of December 31, 2018 2017 2016 Outstanding options 6,493,250 5,693,250 6,307,386 Outstanding RSUs 867,911 888,189 814,456 Outstanding warrants 17,589,250 17,721,088 17,768,314 Total 24,950,411 24,302,527 24,890,156 Amounts in the table above reflect the common stock equivalents of the noted instruments. |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Financial Statement Details [Abstract] | |
Prepaid Expenses and Other Current Assets | As of December 31, 2018 and 2017, prepaid expenses and other current assets were made up of (in thousands): As of December 31, 2018 2017 Insurance claim receivable $ 10,882 $ 340 Prepaid rent 536 373 Prepaid supplies 532 210 Interest receivable - marketable debt securities 473 764 Prepaid insurance 343 572 Insurance premium financing asset 339 — Prepaid equipment maintenance 329 123 Prepaid services 230 416 Prepaid license fees 104 597 Equipment deposits — 482 Other 42 275 $ 13,810 $ 4,152 |
Property, Plant and Equipment, Net | As of December 31, 2018 and 2017, property, plant and equipment was made up of (in thousands): As of December 31, 2018 2017 Construction in progress $ 2,480 $ 42,281 Buildings 59,356 23,811 Equipment 20,878 9,625 Leasehold improvements 4,087 3,918 Software 1,264 1,092 Furniture & fixtures 381 302 88,446 81,029 Accumulated depreciation (11,561 ) (4,303 ) $ 76,885 $ 76,726 |
Intangible Assets, Net | As of December 31, 2018 and 2017, intangible assets were made up of (in thousands): As of December 31, 2018 2017 Technology license $ 9,042 $ 9,042 Less accumulated amortization (8,477 ) (6,216 ) $ 565 $ 2,826 |
Other Assets | As of December 31, 2018 and 2017, other assets were made up of (in thousands): As of December 31, 2018 2017 Prepaid rent $ 1,205 $ — Restricted cash 179 179 Security deposit 113 127 Other 30 24 $ 1,527 $ 330 |
Accrued Expenses | As of December 31, 2018 and 2017, accrued expenses were made up of (in thousands): As of December 31, 2018 2017 Litigation settlement accrual $ 12,000 $ — Accrued construction costs 3,341 6,212 Accrued bonus 2,079 1,930 Accrued compensation 943 944 Accrued professional and service fees 912 1,048 Accrued preclinical and clinical trial costs 704 521 Accrued laboratory equipment and supplies 678 305 Accrued franchise, sales/use and property taxes 250 198 Other 197 109 $ 21,104 $ 11,267 |
Other Current Liabilities | As of December 31, 2018 and 2017, other current liabilities were made up of (in thousands): As of December 31, 2018 2017 Financing obligation - current portion $ 965 $ 284 Deferred rent - current portion 598 520 Build-to-suit lease liability - current portion — 334 Other 104 235 $ 1,667 $ 1,373 |
Investment Income, Net | Net investment income is as follows for the years ended December 31, 2018, 2017 and 2016 (in thousands): For the Year Ended December 31, 2018 2017 2016 Interest income $ 2,317 $ 4,225 $ 5,168 Investment amortization accretion expense, net (463 ) (1,597 ) (2,182 ) Net realized gains on investments 3 37 111 $ 1,857 $ 2,665 $ 3,097 |
Financial Instruments Investm_2
Financial Instruments Investments in Debt Securities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Schedule of Schedule of Marketable Debt Securities Available-for-Sale | As of December 31, 2018, all of the Company’s marketable debt securities are classified as available-for-sale. At December 31, 2018, the Company’s investments in debt securities are detailed below (in thousands): December 31, 2018 Weighted- Average Remaining Contractual Life (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Available-for-sale Corporate debt securities 0.3 $ 57,463 $ 1 $ (136 ) $ 57,328 Total available-for-sale 0.3 57,463 1 (136 ) 57,328 Held-to-maturity, notes receivable (Note 4) 0.5 723 — — 723 Current portion 0.3 58,186 1 (136 ) 58,051 Noncurrent: Available-for-sale Corporate debt securities 1.9 3,067 — (76 ) 2,991 Government sponsored securities 1.5 2,756 — (46 ) 2,710 Noncurrent portion 1.7 5,823 — (122 ) 5,701 Total 0.4 $ 64,009 $ 1 $ (258 ) $ 63,752 At December 31, 2017, the Company’s investments in debt securities, including cash equivalents with original maturities greater than three months, are detailed below (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 less than 12 months and for more than 12 months at December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 32,010 $ (26 ) $ 26,663 $ (186 ) Government sponsored securities — — 2,710 (46 ) Total $ 32,010 $ (26 ) $ 29,373 $ (232 ) 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 securities as follows (in thousands): Gross Realized Gains Gross Realized Losses Net Realized Gains 2018 $ 3 $ — $ 3 2017 52 (15 ) 37 2016 190 (79 ) 111 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis are summarized below at December 31, 2018 and 2017 (in thousands): Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 16,821 $ 16,821 $ — $ — Corporate debt securities 57,328 — 57,328 — Noncurrent: Corporate debt securities 2,991 — 2,991 — Government sponsored securities 2,710 — 2,710 — Total assets measured at fair value $ 79,850 $ 16,821 $ 63,029 $ — 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 $ — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | The following table summarizes the Company’s future minimum lease payments at December 31, 2018 (in thousands). Common area maintenance costs and taxes are not included in these payments. Years ending December 31, 2019 $ 4,108 2020 4,056 2021 3,435 2022 3,538 2023 2,056 Thereafter — Total minimum lease payments $ 17,193 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Summary Of Common Stock Reserved For Issuance | The following table summarizes the common shares reserved for issuance on exercise or vesting of various awards at December 31, 2018: Outstanding stock options 6,493,250 Outstanding RSUs 867,911 Outstanding officer warrants 17,589,250 Total shares reserved for future issuance 24,950,411 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation Expenses Included on Operations Statement | The following table presents all stock-based compensation as included on the Company’s consolidated statements of operations (in thousands): For the Year Ended December 31, 2018 2017 2016 Stock-based compensation expense: Warrants for common stock to an officer $ 17,817 $ 31,584 $ 50,502 Employee stock options 4,057 4,267 14,720 Employee RSUs 1,193 894 8,166 Non-employee RSUs 315 252 464 $ 23,382 $ 36,997 $ 73,852 Stock-based compensation expense in operating expenses: Research and development $ 460 $ 102 $ 852 Selling, general and administrative 22,922 36,895 73,000 $ 23,382 $ 36,997 $ 73,852 |
Summarizes Stock Option Activity Under Equity Intensive Plan | The following table summarizes stock option activity under all equity incentive plans for the years ended December 31, 2018, 2017 and 2016: Number of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2015 8,777,893 $ 5.36 $ 116,273 7.2 Options exercised (2,398,883 ) $ 0.76 Options forfeited/canceled (71,624 ) $ 2.00 Outstanding at December 31, 2016 6,307,386 $ 7.14 $ 19,100 6.4 Options exercised (614,136 ) $ 1.88 Outstanding at December 31, 2017 5,693,250 $ 7.71 $ 11,920 5.3 Options granted 800,000 $ 3.07 Outstanding at December 31, 2018 6,493,250 $ 7.14 $ 563 4.8 Vested and Exercisable at December 31, 2018 5,577,531 $ 7.82 $ 563 4.2 |
Summary of Options Outstanding and Vested | The following table provides a summary of options outstanding and vested as of December 31, 2018: Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (in years) Number Exercisable Weighted- Average Remaining Contractual Life (in years) $0.22 134,800 0.3 134,800 0.3 $0.42 589,660 5.9 589,660 5.9 $1.76 699,060 6.0 699,060 6.0 $2.00 962,780 6.1 962,780 6.1 $2.20 1,851,500 0.2 1,735,781 0.2 $3.07 800,000 9.7 — — $25.00 1,455,450 6.6 1,455,450 6.6 6,493,250 4.8 5,577,531 4.2 |
Weighted Average of Fair Value of Options Under Black-Scholes Option-Pricing Model | The Company uses a Black-Scholes option-pricing model to determine the fair value of stock-based compensation under ASC Topic 718, Stock Compensation Expected term (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 (RSUs) Activity | The following table summarizes the restricted stock units (RSUs) activity under the 2015 Plan: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2015 1,129,638 $ 20.51 Granted 407,800 $ 7.76 Vested (537,982 ) $ 23.75 Forfeited/canceled (185,000 ) $ 11.75 Unvested balance at December 31, 2016 814,456 $ 13.98 Granted 615,983 $ 4.50 Vested (244,209 ) $ 15.82 Forfeited/canceled (298,041 ) $ 10.28 Unvested balance at December 31, 2017 888,189 $ 8.14 Granted 487,472 $ 3.57 Vested (172,330 ) $ 6.16 Forfeited/canceled (335,420 ) $ 6.27 Unvested balance at December 31, 2018 867,911 $ 6.69 |
Summary of Warrant Activity | The following table summarizes the Company’s warrant activity: Outstanding at December 31, 2015 17,819,616 Warrants exercised (51,302 ) Outstanding at December 31, 2016 17,768,314 Warrants exercised (47,226 ) Outstanding at December 31, 2017 17,721,088 Warrants exercised (93,254 ) Warrants expired (38,584 ) Outstanding at December 31, 2018 17,589,250 Vested and exercisable at December 31, 2018 17,589,250 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Taxes | The amount of loss before taxes is (in thousands): For the Year Ended December 31, 2018 2017 2016 U.S. loss before taxes $ (94,423 ) $ (94,734 ) $ (118,743 ) Foreign loss before taxes (2,306 ) (2,182 ) (2,638 ) Loss before income taxes $ (96,729 ) $ (96,916 ) $ (121,381 ) |
Summary of Income Tax (Benefit) Expense | Income tax (benefit) expense for the years ended December 31, 2018, 2017 and 2016 consists of the following (in thousands): For the Year Ended December 31, 2018 2017 2016 Current: Federal $ — $ — $ — State 3 4 3 Foreign — — — Total Current 3 4 3 Deferred: Federal — — — State (8 ) — — Foreign (498 ) (497 ) (575 ) Total Deferred (506 ) (497 ) (575 ) Income tax benefit $ (503 ) $ (493 ) $ (572 ) |
Components of Net Deferred Tax Assets and Liabilities | The components that comprise the Company’s net deferred tax assets at December 31, 2018 and 2017 consist of the following (in thousands): As of December 31, 2018 2017 Deferred tax assets: Stock compensation $ 79,281 $ 73,336 Net operating loss carryforwards 61,915 42,784 Leases and other accrued liabilities 2,909 1,868 Tax credits 845 845 Accrued compensation 795 682 Accrued legal expenses 308 — Total deferred tax assets 146,053 119,515 Deferred tax liabilities: Foreign intangibles (1 ) (499 ) Depreciation and amortization (1,279 ) (494 ) Total deferred tax liabilities (1,280 ) (993 ) Net deferred tax assets 144,773 118,522 Valuation allowance (144,773 ) (119,020 ) Net deferred tax liability $ — $ (498 ) |
Reconciliation of Federal Statutory Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: For the Year Ended December 31, 2018 2017 2016 Tax computed at federal statutory rate 21.0 % 34.0 % 34.0 % Section 382/383 NOL — — 8.6 State income taxes, net of federal tax benefit 6.2 5.3 3.6 Tax rate adjustment (0.3 ) 4.8 1.5 Tax Cuts and Jobs Act — (53.4 ) — Research and development credits 0.1 0.6 1.3 Stock-based compensation (0.1 ) (0.3 ) (0.3 ) Other 0.3 0.8 (0.5 ) Valuation allowance (26.7 ) 8.7 (47.7 ) Effective income tax rate 0.5 % 0.5 % 0.5 % |
Summarizes of Changes in Unrecognized Tax Benefits | The following table summarizes the changes to the amount of unrecognized tax benefits (in thousands): Unrecognized tax benefits at December 31, 2016 $ 4,634 Decrease for prior year tax positions (812 ) Increase for current year tax positions 2,755 Unrecognized tax benefits at December 31, 2017 6,577 Increase for prior year tax positions 798 Increase for current year tax positions 4,608 Unrecognized tax benefits at December 31, 2018 $ 11,983 |
Summarized Quarterly Data (Un_2
Summarized Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Data (Unaudited) | The table below presents unaudited quarterly data for fiscal 2018 and 2017 (in thousands, except for share and per share amounts): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2018 Revenue $ 5 $ 4 $ 31 $ 7 Operating expenses 28,289 28,282 24,139 17,726 Operating loss (28,284 ) (28,278 ) (24,108 ) (17,719 ) Net loss (27,519 ) (27,732 ) (23,635 ) (17,340 ) Net loss per share - basic and diluted $ (0.35 ) $ (0.35 ) $ (0.30 ) $ (0.22 ) Shares used in calculating net loss per share - basic and diluted 79,036,614 79,107,208 79,204,765 79,177,962 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2017 Revenue $ 11 $ 14 $ 8 $ 12 Operating expenses 25,475 23,834 24,450 25,406 Operating loss (25,464 ) (23,820 ) (24,442 ) (25,394 ) Net loss (24,515 ) (23,452 ) (23,969 ) (24,487 ) Net loss per share - basic and diluted $ (0.30 ) $ (0.29 ) $ (0.30 ) $ (0.31 ) Shares used in calculating net loss per share - basic and diluted 82,138,438 81,440,816 79,440,591 79,358,861 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Accumulated deficit | $ (594,981) | $ (498,713) | |
Net cash used in operating activities | $ (63,381) | $ (48,780) | $ (38,593) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2010USD ($) | Dec. 31, 2018USD ($)Product | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 30, 2015USD ($) | |
Accounting Policies [Line Items] | |||||
Cash and cash equivalents original maturities | 3 months | ||||
Maximum original maturity period of short-term marketable securities | 12 months | ||||
Minimum original maturity period of long-term marketable securities | 12 months | ||||
Other than temporary impairments for marketable securities | $ 0 | $ 0 | $ 0 | ||
Estimated useful lives of intangible assets | 4 years | ||||
Impairment losses of long-lived assets | $ 0 | 0 | 0 | ||
Fair value inputs, transfers into or out of Level 1, 2 or 3 categories | 0 | 0 | 0 | ||
Accrued interest or penalties associated with uncertain tax positions | 0 | 0 | |||
Total amount authorized for repurchase | $ 50,000,000 | ||||
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 | $ 400,000 | ||||
Revenue recognized for milestone payment | $ 0 | $ 0 | $ 0 | ||
Minimum | |||||
Accounting Policies [Line Items] | |||||
Marketable securities original maturities | 3 months | ||||
Minimum | ASU 2016-02 | |||||
Accounting Policies [Line Items] | |||||
Estimated additional liabilities with corresponding ROU assets | $ 6,000,000 | ||||
Minimum | California | |||||
Accounting Policies [Line Items] | |||||
Tax year open for examination | 2014 | ||||
Minimum | Federal | |||||
Accounting Policies [Line Items] | |||||
Tax year open for examination | 2015 | ||||
Maximum | ASU 2016-02 | |||||
Accounting Policies [Line Items] | |||||
Estimated additional liabilities with corresponding ROU assets | $ 7,000,000 | ||||
Maximum | California | |||||
Accounting Policies [Line Items] | |||||
Tax year open for examination | 2018 | ||||
Maximum | Federal | |||||
Accounting Policies [Line Items] | |||||
Tax year open for examination | 2018 | ||||
VIE | Minimum | |||||
Accounting Policies [Line Items] | |||||
Percentage of ownership interest | 20.00% | ||||
VIE | Maximum | |||||
Accounting Policies [Line Items] | |||||
Percentage of ownership interest | 50.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property, Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Buildings | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 39 years |
Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Laboratory Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Furniture And Fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
IT Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment estimated useful lives, term | The lesser of the lease term or the life of the asset |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 24,950,411 | 24,302,527 | 24,890,156 |
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 | 6,307,386 |
Outstanding RSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 867,911 | 888,189 | 814,456 |
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 | 17,721,088 | 17,768,314 |
Financial Statement Details - P
Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Financial Statement Details [Abstract] | ||
Insurance claim receivable | $ 10,882 | $ 340 |
Prepaid rent | 536 | 373 |
Prepaid supplies | 532 | 210 |
Interest receivable - marketable debt securities | 473 | 764 |
Prepaid insurance | 343 | 572 |
Insurance premium financing asset | 339 | 0 |
Prepaid equipment maintenance | 329 | 123 |
Prepaid services | 230 | 416 |
Prepaid license fees | 104 | 597 |
Equipment deposits | 0 | 482 |
Other | 42 | 275 |
Total prepaid expenses and other current assets | $ 13,810 | $ 4,152 |
Financial Statement Details -_2
Financial Statement Details - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 88,446 | $ 81,029 |
Accumulated depreciation | (11,561) | (4,303) |
Property, plant and equipment, net | 76,885 | 76,726 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,480 | 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 | 20,878 | 9,625 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,087 | 3,918 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,264 | 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 ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Financial Statement Details [Line Items] | |||
Depreciation expense related to property, plant and equipment | $ 7,300,000 | $ 3,300,000 | $ 1,000,000 |
Property, plant and equipment, gross | 88,446,000 | 81,029,000 | |
Amortization expense | 2,300,000 | 2,300,000 | 2,600,000 |
Impairment loss on recognized investments | $ 0 | 0 | $ 0 |
Technology License | |||
Financial Statement Details [Line Items] | |||
Remaining amortization period | 3 months | ||
Buildings | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | $ 59,356,000 | $ 23,811,000 | |
Warehouse Distribution Facility | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | 19,500,000 | ||
Build to Suit Lease | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | $ 39,900,000 |
Financial Statement Details - I
Financial Statement Details - Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 565 | $ 2,826 |
Technology License | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets | 9,042 | 9,042 |
Less accumulated amortization | (8,477) | (6,216) |
Intangible assets, net | $ 565 | $ 2,826 |
Financial Statement Details - O
Financial Statement Details - Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Financial Statement Details [Abstract] | |||
Prepaid rent | $ 1,205 | $ 0 | |
Restricted cash | 179 | 179 | $ 179 |
Security deposit | 113 | 127 | |
Other | 30 | 24 | |
Other Assets Noncurrent | $ 1,527 | $ 330 |
Financial Statement Details -_3
Financial Statement Details - Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Financial Statement Details [Abstract] | ||
Litigation settlement accrual | $ 12,000 | $ 0 |
Accrued construction costs | 3,341 | 6,212 |
Accrued bonus | 2,079 | 1,930 |
Accrued compensation | 943 | 944 |
Accrued professional and service fees | 912 | 1,048 |
Accrued preclinical and clinical trial costs | 704 | 521 |
Accrued laboratory equipment and supplies | 678 | 305 |
Accrued franchise, sales/use and property taxes | 250 | 198 |
Other | 197 | 109 |
Accrued Liabilities Current | $ 21,104 | $ 11,267 |
Financial Statement Details -_4
Financial Statement Details - Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Financial Statement Details [Abstract] | ||
Financing obligation - current portion | $ 965 | $ 284 |
Deferred rent - current portion | 598 | 520 |
Build-to-suit lease liability - current portion | 0 | 334 |
Other | 104 | 235 |
Other current liabilities | $ 1,667 | $ 1,373 |
Financial Statement Details -_5
Financial Statement Details - Investment Income, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Financial Statement Details [Abstract] | |||
Interest income | $ 2,317 | $ 4,225 | $ 5,168 |
Investment amortization accretion expense, net | (463) | (1,597) | (2,182) |
Net realized gains on investments | 3 | 37 | 111 |
Investment income, net | $ 1,857 | $ 2,665 | $ 3,097 |
Viracta Investment and Conver_2
Viracta Investment and Convertible Notes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | |
Schedule Of Investments [Line Items] | |||||
Equity securities | $ 8,500 | $ 8,500 | $ 8,500 | ||
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 and does not qualify for the practical expedient to estimate fair value in accordance with ASC 820, Fair Value Measurement, the Company has elected to apply the measurement alternative under ASC 321, Investments—Equity Securities, pursuant to which the Company measures its investment at cost, less impairment, adjusted for observable price changes in an orderly market for an identical or 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% | |||
Convertible note maturity period | 9 months | 1 year | |||
2018 Note and Warrant Purchase Agreement | Preferred Stock [Member] | |||||
Schedule Of Investments [Line Items] | |||||
Purchase of convertible note | $ 400 | $ 400 |
Financial Instruments Investm_3
Financial Instruments Investments in Debt Securities - Schedule of Investments in Debt Securities, Including Cash Equivalents (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Weighted- Average Remaining Contractual Life | 4 months 24 days | |
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 | $ 64,009 | |
Available-for-sale and held-to-maturity, Unrealized Gains | 1 | |
Available-for-sale and held-to-maturity, Unrealized Losses | (258) | |
Available-for-sale and held-to-maturity, Fair Value | $ 63,752 | |
Notes Receivable | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Weighted- Average Remaining Contractual Life | 6 months | |
Held-to-maturity, Amortized Cost | $ 723 | |
Held-to-maturity, Fair Value | $ 723 | |
Current Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Weighted- Average Remaining Contractual Life | 3 months 18 days | |
Available-for-sale, Amortized Cost | $ 57,463 | 107,890 |
Available-for-sale, Unrealized Gains | 1 | 5 |
Available-for-sale, Unrealized Losses | (136) | (117) |
Available-for-sale, Fair Value | 57,328 | 107,778 |
Available-for-sale and held-to-maturity, Amortized Cost | 58,186 | |
Available-for-sale and held-to-maturity, Unrealized Gains | 1 | |
Available-for-sale and held-to-maturity, Unrealized Losses | (136) | |
Available-for-sale and held-to-maturity, Fair Value | $ 58,051 | |
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 | Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 19,261 | |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | (28) | |
Available-for-sale, Fair Value | 19,233 | |
Current Assets | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Weighted- Average Remaining Contractual Life | 3 months 18 days | |
Available-for-sale, Amortized Cost | $ 57,463 | 82,188 |
Available-for-sale, Unrealized Gains | 1 | 5 |
Available-for-sale, Unrealized Losses | (136) | (84) |
Available-for-sale, Fair Value | $ 57,328 | 82,109 |
Noncurrent Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Weighted- Average Remaining Contractual Life | 1 year 8 months 12 days | |
Available-for-sale, Amortized Cost | $ 5,823 | 29,869 |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | (122) | (269) |
Available-for-sale, Fair Value | $ 5,701 | 29,600 |
Noncurrent Assets | Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Weighted- Average Remaining Contractual Life | 1 year 6 months | |
Available-for-sale, Amortized Cost | $ 2,756 | 2,760 |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | (46) | (43) |
Available-for-sale, Fair Value | $ 2,710 | 2,717 |
Noncurrent Assets | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Weighted- Average Remaining Contractual Life | 1 year 10 months 24 days | |
Available-for-sale, Amortized Cost | $ 3,067 | 27,109 |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | (76) | (226) |
Available-for-sale, Fair Value | $ 2,991 | $ 26,883 |
Financial Instruments Investm_4
Financial Instruments Investments in Debt Securities - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2018Security | Dec. 31, 2017USD ($) | |
Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Number of available-for-sale securities in unrealized loss positions | Security | 38 | |
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 |
Financial Instruments Investm_5
Financial Instruments Investments in Debt Securities - Available-for-Sale Investments in Unrealized Loss Position (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | $ 32,010 | $ 78,808 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (26) | (124) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 29,373 | 49,519 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | (232) | (262) |
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 | 2,710 | 12,205 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | (46) | (51) |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 32,010 | 67,522 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (26) | (104) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 26,663 | 35,918 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | $ (186) | $ (206) |
Financial Instruments Investm_6
Financial Instruments Investments in Debt Securities -Schedule of Realized Gains and Losses on Sales or Maturities of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Equivalents And Marketable Securities [Abstract] | |||
Available-for-sale Securities, Gross Realized Gains | $ 3 | $ 52 | $ 190 |
Available-for-sale Securities, Gross Realized Losses | 0 | (15) | (79) |
Available-for-sale Securities, Net Realized Gains | $ 3 | $ 37 | $ 111 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 79,850 | $ 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 | 16,821 | 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 | 57,328 | 82,109 |
Current Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 19,233 | |
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 | 2,991 | 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 | 2,710 | 2,717 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 16,821 | 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 | 16,821 | 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 | Government Sponsored Securities | ||
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 | 63,029 | 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 | 57,328 | 82,109 |
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 | 19,233 | |
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 | 2,991 | 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 | 2,710 | 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 | Government Sponsored Securities | ||
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) | 1 Months Ended | 12 Months Ended | |||||
May 31, 2017USD ($) | Feb. 28, 2010USD ($) | Dec. 31, 2018USD ($)Patient | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2004USD ($) | |
Licensing Agreement [Line Items] | |||||||
Milestone payments | $ 0 | ||||||
Intrexon Corporation | |||||||
Licensing Agreement [Line Items] | |||||||
Milestone Payment Amount | 0 | $ 0 | $ 0 | ||||
Milestone payments | 0 | 0 | 0 | ||||
License agreement term (years) | 17 years | ||||||
Agreement one time fee | $ 400,000 | ||||||
First IND Filing | Intrexon Corporation | |||||||
Licensing Agreement [Line Items] | |||||||
Milestone Payment Amount | 100,000 | ||||||
First Phase II Clinical Trial | Intrexon Corporation | |||||||
Licensing Agreement [Line Items] | |||||||
Milestone Payment Amount | 100,000 | ||||||
First Phase III Clinical Trial | Intrexon Corporation | |||||||
Licensing Agreement [Line Items] | |||||||
Milestone Payment Amount | 400,000 | ||||||
Commercial Sale Related to Licensed Products | Intrexon Corporation | |||||||
Licensing Agreement [Line Items] | |||||||
Milestone Payment Amount | $ 500,000 | ||||||
Rush University Medical Center License Agreement | |||||||
Licensing Agreement [Line Items] | |||||||
Period of license agreement | 12 years | ||||||
Minimum annual royalty payment | $ 25,000 | ||||||
Payments in license agreement | 2,500,000 | ||||||
Minimum sales milestone of license for first year | $ 300,000 | ||||||
Royalty expense earned or paid | 4,200 | 25,000 | 25,000 | ||||
Milestone payments | $ 0 | 0 | 0 | ||||
GSH-BSD | |||||||
Licensing Agreement [Line Items] | |||||||
Payments for initial license fees | $ 1,100,000 | ||||||
Viracta Therapeutics, Inc. | |||||||
Licensing Agreement [Line Items] | |||||||
License agreement termination notice period | 90 days | ||||||
Viracta Therapeutics, Inc. | Minimum | |||||||
Licensing Agreement [Line Items] | |||||||
Milestone Payment Amount | $ 10,000,000 | ||||||
Viracta Therapeutics, Inc. | Maximum | |||||||
Licensing Agreement [Line Items] | |||||||
Milestone Payment Amount | $ 25,000,000 | ||||||
Sorrento | |||||||
Licensing Agreement [Line Items] | |||||||
License agreement expiration period | 2017-12 | ||||||
Altor | |||||||
Licensing Agreement [Line Items] | |||||||
Maximum number of patients in phase 1 and 2 for clinical trials | Patient | 400 | ||||||
Supplies and milestone charges for conducting clinical trials | $ 0 | $ 0 | $ 0 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) | Dec. 01, 2017USD ($) | Aug. 31, 2018USD ($) | Apr. 30, 2017USD ($)ft² | Sep. 30, 2016USD ($)ft² | Jun. 30, 2016USD ($)ft²$ / ft² | Mar. 31, 2016ft² | Nov. 30, 2015USD ($)ft² | Jul. 31, 2015USD ($)ft² | Jun. 30, 2015USD ($)ft² | Dec. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) |
Commitments And Contingencies [Line Items] | ||||||||||||
Litigation settlement amount to plaintiffs | $ 12,000,000 | $ 0 | ||||||||||
Remaining amount funded by insurance carriers under its directors’ and officers’ insurance policy | 10,800,000 | |||||||||||
Rent expense | $ 2,800,000 | $ 2,700,000 | $ 2,700,000 | |||||||||
Woburn, Massachusetts | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Number of square foot of facility leased | ft² | 8,153 | 7,893 | ||||||||||
Term of lease arrangement | 48 months | |||||||||||
Lease commencement date | Apr. 29, 2016 | |||||||||||
Addition to number of square foot of facility leased | ft² | 260 | |||||||||||
Base rent - yearly | $ 19,000 | |||||||||||
Annual increase of base rent | $ / ft² | 1 | |||||||||||
Period of agreement | In June 2016, the lease was amended to add 260 square feet, for a total of 8,153 square feet. The base rent, including the amendment, is $19,000 per month with a $1 per square foot annual increase on each anniversary date. | |||||||||||
Commitment; San Diego | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Base rent - monthly | $ 200,000 | |||||||||||
Number of square foot of facility leased | ft² | 44,700 | |||||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||||
Base lease term | 7 years | |||||||||||
Sub Lease Agreements | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Number of square foot of facility leased | ft² | 2,000 | |||||||||||
Lease commencement date | Aug. 1, 2015 | |||||||||||
Base lease term | 1 year | |||||||||||
Rent expense | $ 0 | |||||||||||
Cardiff-by-the-Sea, California | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Base rent - monthly | $ 13,200 | |||||||||||
Number of square foot of facility leased | ft² | 2,550 | |||||||||||
Lease agreement extended lease period | Aug. 31, 2018 | |||||||||||
Doug St, LLC | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Base rent - monthly | $ 100,000 | |||||||||||
Period of agreement | The lease runs from July 2016 through July 2023. The Company has the option to extend the lease for an additional three-year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. | |||||||||||
Optional extended lease term | 3 years | |||||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||||
Annual percentage increases to base rent commencement date | Jul. 31, 2017 | |||||||||||
Costs incurred | $ 30,400,000 | |||||||||||
Underlying assets | $ 35,600,000 | |||||||||||
NantWorks | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Base rent - monthly | $ 47,000 | |||||||||||
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 rent is $47,000, with annual increases of 3% beginning in January 2017. | |||||||||||
Percentage of annual increase of base rent | 3.00% | |||||||||||
Annual percentage increases to base rent commencement date | Jan. 31, 2017 | |||||||||||
NantBioScience | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Base rent - monthly | $ 10,000 | |||||||||||
Number of square foot of facility leased | ft² | 1,965 | |||||||||||
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 | |||||||||||
Initial term of agreement entered into with the related party by the entity | 10 years | 5 years | ||||||||||
Related party agreement expiration date | 2027-06 | |||||||||||
El Segundo California | Doug St, LLC | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Number of square foot of facility leased | ft² | 24,250 | |||||||||||
El Segundo California | Agreement to Purchase Commercial Building | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Area of Land | ft² | 36,434 | |||||||||||
Escrow deposit | $ 5,000,000 | |||||||||||
Base rent - monthly | $ 0 | |||||||||||
Escrow closed period | 2017-09 | |||||||||||
Remaining purchase price paid including closing costs | $ 15,300,000 | |||||||||||
Cary, North Carolina | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Number of square foot of facility leased | ft² | 3,067 | |||||||||||
Lease expiration date | Dec. 31, 2017 | |||||||||||
Prepaid Expenses and Current Assets | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Insurance claim receivable | 10,900,000 | $ 300,000 | ||||||||||
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 | 200,000 | 200,000 | 100,000 | |||||||||
Research and Development | NantWorks | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Rent expense | $ 200,000 | $ 200,000 | $ 200,000 |
Commitment and Contingencies _2
Commitment and Contingencies - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2019 | $ 4,108 |
2020 | 4,056 |
2021 | 3,435 |
2022 | 3,538 |
2023 | 2,056 |
Thereafter | 0 |
Total minimum lease payments | $ 17,193 |
Related Party Agreements - Addi
Related Party Agreements - Additional Information (Detail) | Dec. 01, 2017USD ($) | Nov. 30, 2018USD ($)shares | Aug. 31, 2018USD ($) | May 31, 2018USD ($) | Mar. 31, 2018 | Apr. 30, 2017USD ($)ft² | Sep. 30, 2016USD ($)ft² | Apr. 30, 2016USD ($) | Mar. 31, 2016 | Nov. 30, 2015USD ($)ft² | Jun. 30, 2015 | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)ft²shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2018USD ($)shares | Feb. 28, 2017USD ($) | Sep. 30, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||||||||||||
Repurchase of common stock, shares | shares | 138,349 | 138,349 | 3,633,610 | 2,157,944 | 5,929,903 | ||||||||||||
Repurchase of common stock, value | $ 200,000 | $ 228,000 | $ 15,227,000 | $ 15,847,000 | |||||||||||||
Research and development | 55,718,000 | 42,044,000 | 29,153,000 | ||||||||||||||
Due to related parties | 1,696,000 | 2,363,000 | $ 1,696,000 | ||||||||||||||
Prepaid expenses and other current assets | 13,810,000 | 4,152,000 | 13,810,000 | ||||||||||||||
Selling, general and administrative expense | 42,718,000 | 57,121,000 | 95,391,000 | ||||||||||||||
Proceeds from sales of property, plant and equipment | 412,000 | 0 | 0 | ||||||||||||||
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 | 300,000 | ||||||||||||||||
Due to related parties | 49,300 | 49,300 | |||||||||||||||
Chan Soon-Shiong Institutes for Medicine (CSSIM) | California | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | 2,700,000 | 800,000 | |||||||||||||||
Due to related parties | $ 600,000 | 800,000 | 600,000 | ||||||||||||||
Tensorcom, Inc | San Diego California | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Period of agreement | 0 | ||||||||||||||||
Number of square foot of facility leased | ft² | 6,557 | ||||||||||||||||
Base rent - monthly | $ 25,000 | ||||||||||||||||
Due between parties | $ 0 | 0 | 0 | ||||||||||||||
Tensorcom, Inc | San Diego California | Other Income | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Sublease revenue recognized | 100,000 | 200,000 | |||||||||||||||
VivaBioCell S.p.A. | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | $ 100,000 | 600,000 | |||||||||||||||
Prepaid expenses and other current assets | $ 600,000 | ||||||||||||||||
Doug St, LLC | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Period of agreement | 0 | ||||||||||||||||
Base rent - monthly | $ 100,000 | ||||||||||||||||
Due between parties | $ 0 | 0 | 0 | ||||||||||||||
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 | 200,000 | 200,000 | 100,000 | ||||||||||||||
Doug St, LLC | El Segundo California | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Number of square foot of facility leased | ft² | 24,250 | ||||||||||||||||
Altor | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Supplies and milestone charges for conducting clinical trials | 0 | 0 | 0 | ||||||||||||||
NantBioScience | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Initial term of agreement entered into with the related party by the entity | 10 years | 5 years | |||||||||||||||
Research and development | $ 600,000 | $ 600,000 | 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 | ||||||||||||||||
Research and development expense, ratable payment period | 12 months | ||||||||||||||||
Prepayment for services amount | $ 600,000 | $ 600,000 | $ 600,000 | ||||||||||||||
NantBioScience | Prepaid Expenses and Current Assets | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | $ 100,000 | $ 100,000 | |||||||||||||||
Due between parties | 49,000 | 100,000 | 49,000 | ||||||||||||||
NantBioScience | Other Income | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Sublease revenue recognized | 100,000 | 10,000 | |||||||||||||||
NantWorks | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Number of square foot of facility leased | ft² | 9,500 | ||||||||||||||||
Base rent - monthly | $ 47,000 | ||||||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||||||
Annual percentage increases to base rent commencement date | Jan. 31, 2017 | ||||||||||||||||
Transfer of deposit amount to third party | $ 400,000 | 0 | 0 | ||||||||||||||
NantWorks | Shared Services Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | 3,300,000 | 3,200,000 | 2,100,000 | ||||||||||||||
Selling, general and administrative expense | 2,800,000 | 3,600,000 | 3,900,000 | ||||||||||||||
NantWorks | Research and Development | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Rent expense | 200,000 | 200,000 | 200,000 | ||||||||||||||
NantWorks | Reimbursements | Shared Services Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | 2,600,000 | 1,000,000 | 200,000 | ||||||||||||||
Due to related parties | 1,100,000 | 1,500,000 | 1,100,000 | ||||||||||||||
Selling, general and administrative expense | 600,000 | 400,000 | 100,000 | ||||||||||||||
NantWorks | Research and Development | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Rent expense | 200,000 | 200,000 | 200,000 | ||||||||||||||
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 | 100,000 | 100,000 | 200,000 | ||||||||||||||
Due to related parties | 24,000 | 100,000 | 24,000 | ||||||||||||||
NanoCav | |||||||||||||||||
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 | 100,000 | ||||||||||||||
Due between parties | 0 | 0 | 0 | ||||||||||||||
Prepaid expenses for research and development | $ 45,000 | ||||||||||||||||
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 | 100,000 | 300,000 | 200,000 | ||||||||||||||
Prepaid expenses and other current assets | 500,000 | 200,000 | $ 500,000 | ||||||||||||||
Proceeds from sales of property, plant and equipment | 300,000 | ||||||||||||||||
Loss on disposal of assets | $ 100,000 | ||||||||||||||||
Related parties, capitalized equipment amount | $ 1,100,000 | $ 300,000 | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | 38 Months Ended | |||
Nov. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Nov. 30, 2015 | |
Equity [Abstract] | ||||||
Total amount authorized for repurchase | $ 50,000,000 | |||||
Repurchase of common stock, shares | 138,349 | 138,349 | 3,633,610 | 2,157,944 | 5,929,903 | |
Repurchase of common stock excluding commissions, value | $ 200,000 | $ 15,200,000 | $ 15,800,000 | $ 31,200,000 | ||
Broker commissions on repurchases | 100,000 | |||||
Remaining authorized repurchase amount | $ 18,800,000 | $ 18,800,000 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 79,087,734 | 79,021,878 | 79,087,734 | |||
Common stock, shares outstanding | 79,087,734 | 79,021,878 | 79,087,734 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Shares Reserved for Issuance (Detail) | Dec. 31, 2018shares |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 24,950,411 |
Outstanding Stock Options | |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 6,493,250 |
Outstanding RSUs | |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 867,911 |
Outstanding Officer Warrants | |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 17,589,250 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
2015 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 1,835,349 | |||
Additional Shares that may be added to shares reserved for issuance | 4,237,800 | |||
Shares reserved for future grants | 1,835,349 | |||
Employee Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock options, vested and exercisable | 5,114,656 | 5,210,756 | ||
Aggregate intrinsic value of stock options exercised | $ 0.6 | $ 1.7 | $ 17 | |
Cash received from exercised options | 0 | $ 1.2 | $ 1.4 | |
Shares granted to employee | 0 | 0 | ||
Unrecognized compensation cost related to non-vested stock options | $ 2.4 | |||
Weighted-average period for recognition | 2 years 4 months 24 days | |||
Employee Stock Option | 2014 Equity Incentive Plan | Common Class A | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 11,109,000 | |||
Share-based compensation, expiration period | 10 years | |||
Key Executives Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted to employee | 800,000 | |||
Exercise price | $ 3.07 | |||
Share-based compensation arrangement, award vesting rights, percentage | 25.00% | |||
Remaining vesting period | 3 years | |||
Non Employee Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted to employee | 0 | 0 | 0 | |
Non Employee Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average period for recognition | 1 year 4 months 24 days | |||
Grants of restricted stock | 90,906 | 77,250 | 67,500 | |
Unrecognized compensation cost related to non-vested stock options | $ 0.5 | |||
Employee Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average period for recognition | 2 years 2 months 12 days | |||
Unrecognized compensation cost related to non-vested stock options | $ 2 | |||
Employee Restricted Stock Units | Outside Consultant | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Grants of restricted stock | 90,906 | |||
Outstanding RSUs | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted-average period for recognition | 2 years 1 month 6 days | |||
Grants of restricted stock | 487,472 | 615,983 | 407,800 | |
Unrecognized compensation cost related to non-vested stock options | $ 2.5 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Based Compensation Expenses Related to Statement of Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 23,382 | $ 36,997 | $ 73,852 |
Warrants For Common Stock | Officer | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 17,817 | 31,584 | 50,502 |
Employee Stock Option | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 4,057 | 4,267 | 14,720 |
Employee RSUs | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,193 | 894 | 8,166 |
Non Employee RSUs | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 315 | 252 | 464 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 460 | 102 | 852 |
Selling, General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 22,922 | $ 36,895 | $ 73,000 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Activity (Detail) - Employee Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | ||||
Stock Options, Beginning Balance | 5,693,250 | 6,307,386 | 8,777,893 | |
Stock Options, Options exercised | (614,136) | (2,398,883) | ||
Stock Options, Options forfeited/canceled | (71,624) | |||
Stock Options, Options granted | 800,000 | |||
Stock Options, Ending Balance | 6,493,250 | 5,693,250 | 6,307,386 | 8,777,893 |
Stock Options, Vested and Exercisable | 5,577,531 | |||
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Outstanding Beginning balance | $ 7.71 | $ 7.14 | $ 5.36 | |
Weighted Average Exercise Price, Options exercised | 1.88 | 0.76 | ||
Weighted Average Exercise Price, Options forfeited/canceled | 2 | |||
Weighted Average Exercise Price, Options granted | 3.07 | |||
Weighted Average Exercise Price, Outstanding Ending balance | 7.14 | $ 7.71 | $ 7.14 | $ 5.36 |
Weighted Average Exercise Price, Vested and Exercisable | $ 7.82 | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ 11,920 | $ 19,100 | $ 116,273 | |
Aggregate Intrinsic Value, Outstanding, Ending balance | 563 | $ 11,920 | $ 19,100 | $ 116,273 |
Aggregate Intrinsic Value, Vested and Exercisable | $ 563 | |||
Weighted Average Remaining Contractual Life | ||||
Weighted Average Remaining Contractual Life, Outstanding | 4 years 9 months 18 days | 5 years 3 months 18 days | 6 years 4 months 24 days | 7 years 2 months 12 days |
Weighted Average Remaining Contractual Life, Vested and Exercisable | 4 years 2 months 12 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Options Outstanding and Vested Pricing of Exercise Prices (Detail) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 6,493,250 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 years 9 months 18 days |
Options Outstanding, Number Exercisable | 5,577,531 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 years 2 months 12 days |
$0.22 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.22 |
Options Outstanding, Number Outstanding | 134,800 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 3 months 18 days |
Options Outstanding, Number Exercisable | 134,800 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 3 months 18 days |
$0.42 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 0.42 |
Options Outstanding, Number Outstanding | 589,660 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 years 10 months 24 days |
Options Outstanding, Number Exercisable | 589,660 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 years 10 months 24 days |
$1.76 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 1.76 |
Options Outstanding, Number Outstanding | 699,060 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 6 years |
Options Outstanding, Number Exercisable | 699,060 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 6 years |
$2.00 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 2 |
Options Outstanding, Number Outstanding | 962,780 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 6 years 1 month 6 days |
Options Outstanding, Number Exercisable | 962,780 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 6 years 1 month 6 days |
$2.20 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 2.20 |
Options Outstanding, Number Outstanding | 1,851,500 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 2 months 12 days |
Options Outstanding, Number Exercisable | 1,735,781 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 2 months 12 days |
$3.07 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 3.07 |
Options Outstanding, Number Outstanding | 800,000 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 9 years 8 months 12 days |
Options Outstanding, Number Exercisable | 0 |
$25.00 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Exercise Prices | $ / shares | $ 25 |
Options Outstanding, Number Outstanding | 1,455,450 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 6 years 7 months 6 days |
Options Outstanding, Number Exercisable | 1,455,450 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 6 years 7 months 6 days |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes Option-Pricing Model to Determine Fair Value of Assumptions Used for Employee Stock Options Granted (Detail) - Employee Stock Option | 12 Months Ended |
Dec. 31, 2018$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate | 2.80% |
Expected volatility | 75.90% |
Dividend yield | 0.00% |
Weighted-average measurement date fair value | $ 2.09 |
Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (years) | 6 years |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (years) | 6 years 1 month 6 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (RSUs) Activity (Detail) - Outstanding RSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Unvested, Beginning balance | 888,189 | 814,456 | 1,129,638 |
Number of Shares, Granted | 487,472 | 615,983 | 407,800 |
Number of Shares, Vested | (172,330) | (244,209) | (537,982) |
Number of Shares, Forfeited/Canceled | (335,420) | (298,041) | (185,000) |
Number of Shares, Unvested, Ending balance | 867,911 | 888,189 | 814,456 |
Weighted-Average Grant Date Fair Value, Unvested, beginning balance | $ 8.14 | $ 13.98 | $ 20.51 |
Weighted-Average Grant Date Fair Value, Granted | 3.57 | 4.50 | 7.76 |
Weighted-Average Grant Date Fair Value, Vested | 6.16 | 15.82 | 23.75 |
Weighted-Average Grant Date Fair Value, Forfeited/Canceled | 6.27 | 10.28 | 11.75 |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ 6.69 | $ 8.14 | $ 13.98 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Warrant Activity (Detail) - Outstanding Warrants - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Warrant [Line Items] | |||
Number of shares Warrants, Beginning Balance | 17,721,088 | 17,768,314 | 17,819,616 |
Number of shares Warrants exercised | (93,254) | (47,226) | (51,302) |
Number of shares Warrants expired | (38,584) | ||
Number of shares Warrants, Ending Balance | 17,589,250 | 17,721,088 | 17,768,314 |
Number of shares Warrants, Vested and exercisable Ending Balance | 17,589,250 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
U.S. loss before taxes | $ (94,423) | $ (94,734) | $ (118,743) |
Foreign loss before taxes | (2,306) | (2,182) | (2,638) |
Loss before income taxes | $ (96,729) | $ (96,916) | $ (121,381) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax (Benefit) Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 3 | 4 | 3 |
Foreign | 0 | 0 | 0 |
Total Current | 3 | 4 | 3 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | (8) | 0 | 0 |
Foreign | (498) | (497) | (575) |
Total Deferred | (506) | (497) | (575) |
Income tax benefit | $ (503) | $ (493) | $ (572) |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Stock compensation | $ 79,281 | $ 73,336 |
Net operating loss carryforwards | 61,915 | 42,784 |
Leases and other accrued liabilities | 2,909 | 1,868 |
Tax credits | 845 | 845 |
Accrued compensation | 795 | 682 |
Accrued legal expenses | 308 | 0 |
Total deferred tax assets | 146,053 | 119,515 |
Deferred tax liabilities: | ||
Foreign intangibles | (1) | (499) |
Depreciation and amortization | (1,279) | (494) |
Total deferred tax liabilities | (1,280) | (993) |
Net deferred tax assets | 144,773 | 118,522 |
Valuation allowance | (144,773) | (119,020) |
Net deferred tax liability | $ 0 | $ (498) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Tax computed at federal statutory rate | 21.00% | 34.00% | 34.00% |
Section 382/383 NOL | 0.00% | 0.00% | 8.60% |
State income taxes, net of federal tax benefit | 6.20% | 5.30% | 3.60% |
Tax rate adjustment | (0.30%) | 4.80% | 1.50% |
Tax Cuts and Jobs Act | 0.00% | (53.40%) | 0.00% |
Research and development credits | 0.10% | 0.60% | 1.30% |
Stock-based compensation | (0.10%) | (0.30%) | (0.30%) |
Other | 0.30% | 0.80% | (0.50%) |
Valuation allowance | (26.70%) | 8.70% | (47.70%) |
Effective income tax rate | 0.50% | 0.50% | 0.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax [Line Items] | |||
Corporate tax rate | 21.00% | 34.00% | 34.00% |
Minimum Amount for elimination of several business deductions and credits, including deductions for certain executive compensation | $ 1,000,000 | ||
Reduction in deferred tax asset balance | $ 51,700,000 | ||
Cumulative change in ownership | 50.00% | ||
Period of cumulative ownership change | 3 years | ||
Derecognized deferred tax assets | $ 800,000 | ||
Deferred tax assets valuation allowance | 144,773,000 | $ 119,020,000 | |
Deferred tax assets change in valuation allowance | 25,800,000 | ||
Tax benefits credited to contributed capital | 200,000 | ||
Unrecognized tax benefits that would not impact effective tax rate | 10,900,000 | ||
California | Research Tax Credits | |||
Income Tax [Line Items] | |||
Tax credit carryforwards | 4,000,000 | ||
Federal | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 232,300,000 | ||
Net operating loss carryforwards expiration date | 2024 | ||
Federal | Research Tax Credits | |||
Income Tax [Line Items] | |||
Tax credit carryforwards | $ 6,500,000 | ||
Tax credit carryforward expiration period | 2034 | ||
State | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 200,300,000 | ||
Net operating loss carryforwards expiration date | 2030 | ||
State | Research Tax Credits | |||
Income Tax [Line Items] | |||
Tax credit carryforward expiration period | 2029 | ||
Foreign | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 200,000 | ||
Net operating loss carryforwards expiration date | 2022 | ||
Maximum | |||
Income Tax [Line Items] | |||
Corporate tax rate | 35.00% | ||
Maximum | California | |||
Income Tax [Line Items] | |||
Tax year open for examination | 2018 | ||
Maximum | Federal | |||
Income Tax [Line Items] | |||
Tax year open for examination | 2018 | ||
Minimum | California | |||
Income Tax [Line Items] | |||
Tax year open for examination | 2014 | ||
Minimum | Federal | |||
Income Tax [Line Items] | |||
Tax year open for examination | 2015 |
Income Taxes - Summarizes of Ch
Income Taxes - Summarizes of Changes in Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits at beginning balance | $ 6,577 | $ 4,634 |
Decrease for prior year tax positions | (812) | |
Increase for prior year tax positions | 798 | |
Increase for current year tax positions | 4,608 | 2,755 |
Unrecognized tax benefits at ending balance | $ 11,983 | $ 6,577 |
Summary of Quarterly Data (Unau
Summary of Quarterly Data (Unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenue | $ 7 | $ 31 | $ 4 | $ 5 | $ 12 | $ 8 | $ 14 | $ 11 | $ 47 | $ 45 | $ 44 |
Operating expenses | 17,726 | 24,139 | 28,282 | 28,289 | 25,406 | 24,450 | 23,834 | 25,475 | 98,436 | 99,165 | 124,544 |
Operating loss | (17,719) | (24,108) | (28,278) | (28,284) | (25,394) | (24,442) | (23,820) | (25,464) | (98,389) | (99,120) | (124,500) |
Net loss | $ (17,340) | $ (23,635) | $ (27,732) | $ (27,519) | $ (24,487) | $ (23,969) | $ (23,452) | $ (24,515) | $ (96,226) | $ (96,423) | $ (120,809) |
Net loss per share - basic and diluted | $ (0.22) | $ (0.30) | $ (0.35) | $ (0.35) | $ (0.31) | $ (0.30) | $ (0.29) | $ (0.30) | $ (1.22) | $ (1.20) | $ (1.47) |
Shares used in calculating net loss per share - basic and diluted | 79,177,962 | 79,204,765 | 79,107,208 | 79,036,614 | 79,358,861 | 79,440,591 | 81,440,816 | 82,138,438 | 79,132,220 | 80,583,910 | 81,979,005 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee benefit plan, company contributions | $ 0.5 | $ 0.4 | $ 0.2 |