Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 20, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
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 | Non-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 | 98,483,161 | ||
Entity Public Float | $ 28.8 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Entity File Number | 001-37507 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 43-1979754 | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Entity Address, Address Line One | 3530 John Hopkins Court | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | 858 | ||
Local Phone Number | 633-0300 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE As noted herein, the information called for by Part III is incorporated by reference to specified portions of the Registrant’s definitive proxy statement to be filed in conjunction with the Registrant’s 2020 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the Registrant’s fiscal year ended December 31, 2019. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 15,508 | $ 16,821 |
Prepaid expenses and other current assets (including related parties) | 4,105 | 13,900 |
Marketable debt securities, available-for-sale | 36,144 | 57,328 |
Notes receivable, held-to-maturity | 0 | 723 |
Total current assets | 55,757 | 88,772 |
Marketable debt securities, noncurrent | 1,497 | 5,701 |
Property, plant and equipment, net | 60,501 | 76,885 |
Operating lease right-of-use assets, net (including related parties) | 11,729 | 0 |
Equity investment | 9,253 | 8,500 |
Intangible assets, net | 0 | 565 |
Other assets (including related parties) | 4,386 | 1,527 |
Total assets | 143,123 | 181,950 |
Current liabilities: | ||
Accounts payable | 1,749 | 2,793 |
Accrued expenses | 5,343 | 21,104 |
Due to related parties | 486 | 1,696 |
Other current liabilities (including related parties) | 3,981 | 1,667 |
Total current liabilities | 11,559 | 27,260 |
Operating lease liability, less current portion (including related parties) | 10,885 | 0 |
Financing obligation, less current portion | 0 | 5,945 |
Deferred rent | 0 | 2,739 |
Total liabilities | 22,444 | 35,944 |
Commitments and contingencies (Note 8) | 0 | 0 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 98,460,404 and 79,087,734 issued and outstanding as of December 31, 2019 and December 31, 2018 | 10 | 8 |
Additional paid-in capital | 782,965 | 741,246 |
Accumulated other comprehensive loss | (105) | (267) |
Accumulated deficit | (662,191) | (594,981) |
Total stockholders’ equity | 120,679 | 146,006 |
Total liabilities and stockholders’ equity | $ 143,123 | $ 181,950 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 98,460,404 | 79,087,734 |
Common stock, shares outstanding | 98,460,404 | 79,087,734 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
Revenue | $ 43 | $ 47 | $ 45 |
Operating expenses: | |||
Research and development (including amounts with related parties) | 49,785 | 55,718 | 42,044 |
Selling, general and administrative (including amounts with related parties) | 18,065 | 42,718 | 57,121 |
Total operating expenses | 67,850 | 98,436 | 99,165 |
Loss from operations | (67,807) | (98,389) | (99,120) |
Other income (expense): | |||
Investment income, net | 1,642 | 1,857 | 2,665 |
Interest expense (including amounts with related parties) | (19) | (433) | (618) |
Other income, net (including amounts with related parties) | 298 | 236 | 157 |
Total other income | 1,921 | 1,660 | 2,204 |
Loss before income taxes | (65,886) | (96,729) | (96,916) |
Income tax benefit | 97 | 503 | 493 |
Net loss | $ (65,789) | $ (96,226) | $ (96,423) |
Net loss per share: | |||
Basic and diluted | $ (0.70) | $ (1.22) | $ (1.20) |
Weighted-average number of shares during the period: | |||
Basic and diluted | 94,210,087 | 79,132,220 | 80,583,910 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (65,789) | $ (96,226) | $ (96,423) |
Other comprehensive income (loss), net of income taxes: | |||
Net unrealized gains (losses) on available-for-sale securities | 158 | 114 | (65) |
Reclassification of net realized gains (losses) on available-for-sale securities included in net loss | 4 | 0 | (32) |
Total other comprehensive income (loss) | 162 | 114 | (97) |
Comprehensive loss | $ (65,627) | $ (96,112) | $ (96,520) |
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, 2016 | $ 293,418 | $ 8 | $ 680,757 | $ (284) | $ (387,063) |
Beginning Balance, Shares at Dec. 31, 2016 | 81,983,937 | ||||
Stock-based compensation expense | 36,997 | $ 0 | 36,997 | 0 | 0 |
Exercise of warrants | 61 | $ 0 | 61 | 0 | 0 |
Exercise of warrants, Shares | 47,226 | ||||
Exercise of stock options | 1,154 | $ 0 | 1,154 | 0 | 0 |
Exercise of stock options, Shares | 614,136 | ||||
Vesting of restricted stock units (RSUs) | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units (RSUs), 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) | ||||
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 | ||||
Stock-based compensation expense | 23,382 | $ 0 | 23,382 | 0 | 0 |
Exercise of warrants | 57 | $ 0 | 57 | 0 | 0 |
Exercise of warrants, Shares | 93,254 | ||||
Vesting of restricted stock units (RSUs) | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units (RSUs), 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) | ||||
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 standard | Accounting Standards Update 2014-09 | $ 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 | |||
Stock-based compensation expense | $ 2,627 | $ 0 | 2,627 | 0 | 0 |
Exercise of warrants | 35,151 | $ 2 | 35,149 | 0 | 0 |
Exercise of warrants, Shares | 17,589,250 | ||||
Exercise of stock options | 4,070 | $ 0 | 4,070 | 0 | 0 |
Exercise of stock options, Shares | 1,986,300 | ||||
Vesting of restricted stock units (RSUs) | 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units (RSUs), Shares | 395,051 | ||||
Net share settlement for restricted stock unit vesting and option/warrant exercises | (127) | $ 0 | (127) | 0 | 0 |
Net share settlement for restricted stock unit vesting and option/warrant exercises, Shares | (124,345) | ||||
Repurchase of common stock | $ (501) | $ 0 | 0 | 0 | (501) |
Repurchase of common stock, Shares | (473,586) | (473,586) | |||
Cumulative effect of the adoption of the new standard | Accounting Standards Update 2016-02 | $ (920) | $ 0 | 0 | 0 | (920) |
Other comprehensive income (loss) | 162 | 0 | 0 | 162 | 0 |
Net loss | (65,789) | 0 | 0 | 0 | (65,789) |
Ending Balance at Dec. 31, 2019 | $ 120,679 | $ 10 | $ 782,965 | $ (105) | $ (662,191) |
Ending Balance, Shares at Dec. 31, 2019 | 98,460,404 | 98,460,404 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities: | |||
Net loss | $ (65,789) | $ (96,226) | $ (96,423) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 9,012 | 9,555 | 5,566 |
Stock-based compensation expense | 2,627 | 23,382 | 36,997 |
Non-cash lease expense related to operating lease right-of-use assets | 2,604 | 0 | 0 |
Amortization of net premiums and discounts on marketable debt securities | 0 | 463 | 1,597 |
Non-cash interest items, net | 246 | 291 | 720 |
Loss on impairment of assets | 869 | 0 | 0 |
Loss on disposal of assets | 0 | 209 | 64 |
Deferred income tax benefit | 0 | (498) | (497) |
Gains (losses) on sales of marketable debt securities | 4 | (3) | (32) |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 9,276 | (9,818) | 156 |
Operating lease right-of-use assets, net | (800) | 0 | 0 |
Other assets | (4,063) | (1,151) | 458 |
Accounts payable | 41 | (1,100) | 150 |
Accrued expenses and other liabilities | (12,020) | 12,708 | (299) |
Due to related parties | (1,093) | (685) | 1,562 |
Operating lease liabilities | (2,276) | 0 | 0 |
Deferred rent and revenue | 0 | (508) | 1,201 |
Net cash used in operating activities | (61,362) | (63,381) | (48,780) |
Investing activities: | |||
Purchases of property, plant and equipment | (4,182) | (13,102) | (34,815) |
Proceeds from sales of property, plant and equipment | 0 | 412 | 0 |
Purchases of debt securities, held-to-maturity | 0 | (723) | 0 |
Purchases of investments in equity securities | (3) | 0 | (8,500) |
Purchases of marketable debt securities, available-for-sale | (86,618) | (94,770) | (111,355) |
Sales/maturities of marketable debt securities | 112,259 | 165,284 | 254,222 |
Net cash provided by investing activities | 21,456 | 57,101 | 99,552 |
Financing activities: | |||
Principal payments of financing/capital lease obligations | 0 | (477) | (19,932) |
Proceeds from exercises of stock options and warrants | 39,221 | 57 | 1,215 |
Repurchases of common stock with commissions | (501) | (228) | (15,227) |
Net share settlement for restricted stock unit vesting and warrant and option exercises | (127) | (123) | (1,039) |
Net cash provided by (used in) financing activities | 38,593 | (771) | (34,983) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (1,313) | (7,051) | 15,789 |
Cash, cash equivalents and restricted cash, beginning of period | 17,000 | 24,051 | 8,262 |
Cash, cash equivalents and restricted cash, end of period | 15,687 | 17,000 | 24,051 |
Reconciliation of cash, cash equivalents, and restricted cash at end of period: | |||
Cash and cash equivalents | 15,508 | 16,821 | 23,872 |
Restricted cash included in other assets | 179 | 179 | 179 |
Cash, cash equivalents and restricted cash, end of period | 15,687 | 17,000 | 24,051 |
Supplemental disclosure of cash flow information: | |||
Interest | 19 | 475 | 668 |
Income taxes | 3 | 4 | 3 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Property and equipment purchases acquired under capital lease | 0 | 0 | 19,448 |
Property and equipment purchases included in accounts payable, accrued expenses, and other liabilities | 74 | 4,664 | 9,500 |
Conversion of Viracta convertible notes and accrued interest into investment in equity securities of Viracta (Note 4) | 751 | 0 | 0 |
Unrealized gains (losses) on marketable debt securities | 258 | 123 | (97) |
Cashless exercises of stock options and warrants | $ 29 | $ 94 | $ 16 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Organization NantKwest, Inc., or NantKwest, 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. We are 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. In these notes, the terms “we,” “our,” “the company” and “us” refer to NantKwest. We are focused on harnessing the power of the innate immune system by using its natural killer cells, or NK cells, to treat cancer and viral infectious diseases. A critical aspect of our strategy is to invest significantly in innovating new therapeutic candidates, based upon our proprietary activated NK, or aNK, cell platform, and conducting clinical testing and scale manufacturing of our most promising biologic product candidates. We hold the exclusive right to commercialize aNK cells, a commercially viable NK cell line, and a wide range of genetically modified derivatives capable of killing cancer and virally infected cells. We own corresponding United States, or 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 and their improvements as therapeutics to treat a spectrum of clinical conditions. We also license exclusive commercial rights to a high-affinity CD16 receptor expressing enhancement of our aNK cell platform, covered in a portfolio of U.S. and foreign composition and methods-of-use patents and applications covering both the clinical use as a therapeutic to treat cancers in combination with antibody products, as well as the non-clinical use in laboratory testing of monoclonal antibodies. We have non-exclusively licensed or sub-licensed our high-affinity CD16 bearing aNK cell platform and corresponding intellectual property to numerous pharmaceutical and biotechnology companies for such non-clinical uses. Liquidity As of December 31, 2019, the company had an accumulated deficit of approximately $662.2 million. We also had negative cash flow from operations of approximately $61.4 million during the year ended December 31, 2019. The company expects that it will likely need additional capital to further fund development of, and seek regulatory approvals for, our product candidates, and to begin to commercialize any approved products. We are currently focused primarily on the development of immunotherapeutic treatments for cancers and debilitating viral infections using targeted cancer and viral killing cell lines, and we believe 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 our product candidates, if approved, fail to achieve market acceptance, we may never become profitable. Even if the company achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. We intend to cover our 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 us when needed and, if available, financing may not be obtained on terms favorable to the company or its stockholders. While we expect our existing cash, and cash equivalents and marketable debt securities, together with the ability to borrow from affiliated entities, will enable us to fund operations and capital expenditure requirements for at least the next 12 months, we may not have sufficient funds to reach commercialization. Failure to obtain adequate financing when needed may require us to delay, reduce, limit, or terminate some or all of our development programs or future commercialization efforts or grant rights to develop and market product candidates that we might otherwise prefer to develop and market ourselves, which could adversely affect our ability to operate as a going concern. If we raise additional funds from the issuance of equity securities, substantial dilution to existing stockholders may result. If we raise 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 our ability to operate our business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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, or 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 the uncertainty discussed in the Liquidity section of Note 1. We believe our existing cash, cash equivalents, and investments in marketable debt securities, and our 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 our Chairman and CEO’s intent and ability to support the company’s operations with additional funds, including loans from affiliated entities, as required. We 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, we may not be able to secure such financing in a timely manner or on favorable terms. Without additional funds, we may choose to delay or reduce our operating or investment expenditures. Further, because of the risk and uncertainties associated with the commercialization of the company’s product candidates in development, we may need additional funds to meet our 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. In addition, during the year ended December 31, 2019, our Chairman and CEO exercised warrants and options resulting in aggregate cash proceeds of $39.2 million. Principles of Consolidation The consolidated financial statements include the accounts of NantKwest and its wholly owned subsidiaries. All intercompany amounts have been eliminated. We apply the variable interest model under Accounting Standards Codification, or ASC Topic 810, Consolidation For entities we hold as an equity investment that are not consolidated under the VIE Model, we consider whether our 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 we are able to exercise significant influence, but not control, are accounted for using the equity method. Our 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 we are 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 We own non-marketable equity securities that are accounted for using the measurement alternative under ASC 321 because the preferred stock held by us 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’ earnings 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 we 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 our investment and the rights and preferences of those equity instruments compared to ours. 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, we evaluate our estimates, including those related to valuation of equity-based awards, deferred income taxes and related valuation allowances, preclinical and clinical trial accruals, impairment assessments, useful lives of long-lived assets, loss contingencies, and fair value measurements. We base our estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. Risks and Uncertainties Contingencies We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We evaluate, 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, we record our rights to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and when receipt is deemed probable. This includes instances when our third-party insurers have agreed to pay, on our 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 us to concentrations of risk consist principally of cash and cash equivalents and marketable debt securities. Our cash and cash equivalents are held by one major financial institution in the U.S. and one in Korea. Product candidates developed by us will require approvals or clearances from the U.S. Food and Drug Administration, or FDA, or international regulatory agencies prior to commercial sales. There can be no assurance that any of our product candidates will receive any of the required approvals or clearances. If we were to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us. Cash, Cash Equivalents and Marketable Debt Securities We invest our excess funds in investment grade short- to intermediate-term corporate debt securities, commercial paper, government sponsored securities, and foreign government bonds. We consider 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, classified as available-for-sale. 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. We periodically evaluate whether declines in fair values of our 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 our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether or not we have plans to sell the security or whether or not it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value, and our strategy and intentions for holding the investment. There were no other-than-temporary impairments recorded in the years ended December 31, 2019, 2018 and 2017. We minimize credit risk associated with our cash and cash equivalents by periodically evaluating the credit quality of our primary financial institutions. While we maintain cash deposits in FDIC insured financial institutions in excess of federally insured limits, we do not believe that we are exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. We have not experienced any losses on such accounts. We have funded a certificate of deposit (CD) as a substitute letter of credit for one of our 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 we are 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 Upon 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 the consolidated statements of operations. Intangible Assets Intangible assets, which consisted of the cost of reacquiring a technology license during 2015, were amortized using the straight-line method over an estimated useful life of 4 years. As of December 31, 2019, our intangible assets were fully amortized. Patents Patent costs, including related legal costs, are expensed as incurred and recorded in selling, general and administrative expenses on the consolidated statements of operations. Impairments Long-lived assets include property, plant and equipment and intangible assets. We review 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 assets using a discount rate determined by management to be commensurate with the risk inherent to our current business model. During the second quarter of 2019, we determined that certain bioreactor laboratory equipment could no longer be utilized in the production process. As a result, we recorded an impairment charge totaling $0.9 million, which is included in research and development expense on the consolidated statements of operations. There were no impairment losses recognized during the years ended December 31, 2018 and 2017. 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 our principal or, in absence of a principal, most advantageous market for the specific asset or liability. We use 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 us 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. Our Level 1 assets consist of bank deposits and money market funds. • Level 2— Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. Our 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, 2019, 2018 and 2017, no transfers were made into or out of the Level 1, 2 or 3 categories. We will continue to review the fair value inputs on a quarterly basis. We utilize a third-party pricing service to assist in obtaining fair value pricing for our investments in marketable debt securities. 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, we are 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. We estimate 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 our behalf. In accruing clinical and research related fees, we estimate 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, we 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 We adopted FASB ASC Topic 842, Leases Leases For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. At lease commencement, leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the underlying asset by the end of the lease term; (2) the lease contains an option to purchase the underlying asset that is reasonably certain to be exercised; (3) the lease term is for a major part of the remaining economic life of the underlying asset; (4) the present value of the sum of the lease payments and any guaranteed residual value that is not already included in the lease payments equals or exceeds substantially all of the fair value of the underlying asset; or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if it does not meet any one of these criteria. We do not currently have any leases classified as finance leases. Our operating leases are included in operating lease right-of-use assets, net, other current liabilities, and operating lease liabilities on the consolidated balance sheets. At the commencement date, operating lease right-of-use assets and operating lease liabilities are determined based on the present value of lease payments to be made over the lease term. Operating lease right-of-use assets also include any rent paid prior to the commencement date, less any lease incentives received, and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have elected to combine our lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) with non-lease components (e.g., common-area maintenance costs and equipment maintenance costs) and as such, we account for lease and non-lease components as a single component. Lease expense also includes amounts relating to variable lease payments. Variable lease payments include amounts relating to common area maintenance and real estate taxes. We also elected not to recognize right-of-use assets and lease liabilities for qualifying short-term leases with an initial lease term of 12 months or less at lease inception. Such leases are expensed on a straight-line basis over the lease term. The depreciable life of operating right-of-use-assets and leasehold improvements is limited by the expected lease term. Income Taxes We recognize 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. We record valuation allowances to reduce deferred tax assets to the amount we believe is more likely than not to be realized. We recognize uncertain tax positions when the position will be more likely than not upheld on examination by the taxing authorities based solely upon the technical merits of the positions. We recognize interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. We did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2019 and 2018. We are subject to U.S. federal income tax, as well as income tax in Korea, California and other states. The federal returns for tax years 2016 through 2019 remain open to examination; the California returns remain subject to examination for tax years 2015 through 2019. 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 our 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. We have financed, and expect to continue to finance, the purchases with existing cash balances. As it is the intent for the repurchased shares to be retired, we have elected to account for the shares repurchased under the constructive retirement method. For shares repurchased in excess of par, we allocate the purchase price in excess of par value to accumulated deficit. Revenue Recognition Beginning January 1, 2018, we adopted the provisions of FASB ASC Topic 606, Revenue from Contracts with Customers We derive substantially all of our revenue from non-exclusive license agreements with a limited number of pharmaceutical and biotechnology companies granting them the right to use our 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 licensee products developed or manufactured using our 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 affect the license. We have concluded that these promises represent one performance obligation due to the highly interrelated nature of the promises. We provide 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. Our license agreement with Intrexon (Note 7) included a nonrefundable upfront payment of $0.4 million, received when we entered into the contract in 2010. In this instance, we determined that under ASC 606 it would be appropriate to recognize the initial milestone payment at a point in time, when we 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, we adjusted our 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 we use the most likely amount method to estimate this variable consideration. Given the high degree of uncertainly around achievement of these milestones, we do not recognize revenue from these milestone payments until the uncertainty associated with these payments is resolved. We currently estimate variable consideration related to milestone payments to be zero and, as such, no revenue has been recognized for milestone payments. We recognize revenue from sales-based royalty payments when or as the sales occur. On a quarterly basis, we re-evaluate our estimate of milestone variable consideration to determine whether any amount should be included in the transaction price and recorded in revenue prospectively. Upon adoption, we changed our 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, we have generated minimal revenue related to the non-clinical use of our cells lines and intellectual property. We have no products approved for commercial sale and we have not generated any revenue from product sales. If we fail to complete the development of our product candidates in a timely manner or fail to obtain regulatory approval for them, we may never be able to generate substantial future revenue. Research and Development Costs Major components of research and development costs include cash compensation and other personnel-related expenses, 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 our behalf. Costs incurred in research and development are expensed as incurred. Included in research and development costs are clinical trial and research 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 our behalf. We record accruals for estimated costs under these contracts. When evaluating the adequacy of the accrued liabilities, we analyze the progress of the studies or clinical trials, including the phase or completion of events, invoices received, contracted costs and purchase orders. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period based on the facts and circumstances known at that time. Although we do not expect the estimates to be materially different from the amounts actually incurred, if the estimates of the status and timing of services performed differs from the actual status and timing of services performed, we may report amounts that are too high or too low in any particular period. Actual results could differ from our estimates. Stock-Based Compensation We account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation We use the straight-line method to recognize stock-based compensation expense for our outstanding share awards that do not contain a performance condition. For awards subject to performance-based vesting conditions, we assess the probability of the individual milestones under the award being achieved and stock-based compensation expense is recognized over the service period commencing once management believes the performance criteria is probable of being met. For awards with service or performance conditions, we recognize the effect of forfeitures in compensation cost in the period that the award was forfeited. Litigation Costs We expense 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). Our 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, 2019 2018 2017 Outstanding options 4,506,950 6,493,250 5,693,250 Outstanding RSUs 1,139,428 867,911 888,189 Outstanding warrants — 17,589,250 17,721,088 Total 5,646,378 24,950,411 24,302,527 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. Our chief operating decision maker is the company’s CEO. We view our operations and manage our business as a single operating and reporting segment. As of December 31, 2019 and 2018, the majority of our assets were held in the U.S. For the years ended December 31, 2019, 2018 and 2017, all of our revenue was derived in the U.S. Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Adopted We adopted ASC 842 on January 1, 2019, using the simplified transition approach which allowed us to not recast the comparative periods presented when transitioning to the new lease standard, while including required disclosures under ASC 840 for all periods presented under ASC 840. In addition, we elected the package of practical expedients permitted under the transition guidance, which among other things, allowed us to not reassess (1) whether a contract is or contains a lease, and (2) the classification of existing leases. The adoption of ASC 842 had a substantial impact on our balance sheet. The most significant impacts were (i) the recognition of $13.5 million of operating lease right-of-use assets, net, and $16.4 million of operating lease liabilities, and (ii) the derecognition of assets and liabilities associated with the build-to-suit leases under ASC 840 (resulting in the derecognition of property, plant and equipment, net, of $6.6 million and net adjustments to related liabilities of $5.7 million). The build-to-suit leases were recorded as normal operating leases under ASC 842. The difference between the excess of build-to-suit related liabilities and assets of $0.9 million was recorded as an increase to our accumulated deficit. The cumulative-effect adjustment had no tax impact due to the valuation allowance against the gross deferred tax asset less reversing deferred tax liabilities. Adoption of this standard had no material impact on our results of operations and cash flows. In August 2018, the FA |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2019 | |
Financial Statement Details [Abstract] | |
Financial Statement Details | 3. Financial Statement Details Prepaid expenses and other current assets As of December 31, 2019 and 2018, prepaid expenses and other current assets were made up of (in thousands): As of December 31, 2019 2018 Prepaid preclinical and clinical trial services - with related party (Note 9) $ 1,021 $ — Insurance premium financing asset 757 339 Prepaid supplies - with related party (Note 9) 467 532 Prepaid services 440 230 Prepaid rent 392 536 Prepaid insurance 372 343 Prepaid equipment maintenance 251 329 Interest receivable - marketable debt securities 222 473 Prepaid license fees 78 104 Insurance claim receivables 34 10,882 Due from related parties 47 90 Other 24 42 $ 4,105 $ 13,900 Property, plant and equipment, net As of December 31, 2019 and 2018, property, plant and equipment, net, was made up of (in thousands): As of December 31, 2019 2018 Construction in progress $ — $ 2,480 Leasehold improvements 33,406 4,087 Buildings 22,690 59,356 Equipment 21,434 20,878 Software 1,195 1,264 Furniture & fixtures 383 381 79,108 88,446 Accumulated depreciation (18,607 ) (11,561 ) $ 60,501 $ 76,885 Depreciation expense related to property, plant and equipment was $8.4 million, $7.3 million and $3.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. As a result of adoption of ASC 842 (Note 2), we (i) reclassified $32.0 million of assets from buildings to leasehold improvements, and (ii) derecognized $6.6 million of assets associated with build-to-suit leases under ASC 840. The impact of adoption of ASC 842 on property, plant, and equipment at December 31, 2018 was as follows (in thousands): Balance December 31, 2018 Adoption of ASC 842 Increase (Decrease) Balance January 1, 2019 Leasehold improvements $ 4,087 $ 32,014 $ 36,101 Buildings 59,356 (39,893 ) 19,463 Property, plant and equipment, gross 88,446 (7,879 ) 80,567 Accumulated depreciation (11,561 ) 1,293 (10,268 ) Property, plant and equipment, net $ 76,885 $ (6,586 ) $ 70,299 Intangible assets, net As of December 31, 2019 and 2018, intangible assets were made up of (in thousands): As of December 31, 2019 2018 Technology license $ 9,042 $ 9,042 Less accumulated amortization (9,042 ) (8,477 ) $ — $ 565 Our intangible assets were fully amortized as of March 31, 2019. Amortization expense was $0.6 million, $2.3 million and $2.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. Amortization for the company’s technology license is included in research and development expense on the consolidated statements of operations. Other assets As of December 31, 2019 and 2018, other assets were made up of (in thousands): As of December 31, 2019 2018 Prepaid preclinical and clinical trial services - with related party (Note 9) $ 4,075 $ — Restricted cash 179 179 Security deposit 113 113 Prepaid rent — 1,205 Other 19 30 $ 4,386 $ 1,527 Restricted cash is comprised of a certificate of deposit that serves as collateral for a letter of credit required by our landlord as a security deposit related to our facility in San Diego, California. Accrued expenses As of December 31, 2019 and 2018, accrued expenses were made up of (in thousands): As of December 31, 2019 2018 Accrued bonus $ 2,002 $ 2,079 Accrued compensation 1,064 943 Accrued professional and service fees 975 912 Accrued laboratory equipment and supplies 640 678 Accrued preclinical and clinical trial costs 281 704 Accrued franchise, sales/use and property taxes 200 250 Litigation settlement accruals — 12,000 Accrued construction costs — 3,341 Other 181 197 $ 5,343 $ 21,104 Other current liabilities As of December 31, 2019 and 2018, other current liabilities were made up of (in thousands): As of December 31, 2019 2018 Operating lease liability - current portion (including amounts with related parties, Note 9) $ 3,206 $ — Financing obligation - current portion 757 965 Deferred rent - current portion — 598 Other 18 104 $ 3,981 $ 1,667 Investment income, net Net investment income is as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): For the Year Ended December 31, 2019 2018 2017 Interest income $ 1,643 $ 2,317 $ 4,225 Investment accretion income (amortization expense), net 3 (463 ) (1,597 ) Net realized (losses) gains on investments (4 ) 3 37 $ 1,642 $ 1,857 $ 2,665 Interest income includes interest from marketable debt securities, notes receivable, other assets, and interest from bank deposits. We did not recognize an impairment loss on any investments during the years ended December 31, 2019, 2018 and 2017. |
Viracta Investment and Converti
Viracta Investment and Convertible Notes | 12 Months Ended |
Dec. 31, 2019 | |
Investments All Other Investments [Abstract] | |
Viracta Investment and Convertible Notes | 4. Viracta Investment and Convertible Notes In March 2017, we participated in a Series B convertible preferred stock financing and invested $8.5 million in Viracta Therapeutics, Inc., or Viracta, a clinical stage drug development company. In May 2017, we executed an exclusive worldwide license with Viracta to develop and commercialize Viracta’s proprietary histone deacetylase inhibitor drug candidate for use in combination with natural killer cell therapy and possibly additional therapies. See Note 7 – Collaboration and License Agreements – Royalties and In-licensing Agreements – Viracta License Agreement In June 2018, Viracta executed a 2018 Note and Warrant Purchase Agreement with existing and new investors, including us. The initial closing under the Purchase Agreement occurred in June 2018, at which point we purchased a convertible note for $0.4 million, which under certain circumstances was convertible into preferred stock of Viracta, and a warrant to purchase Viracta’s common shares. The convertible note accrued interest at 8% and had a one-year maturity date. In September 2018, a milestone closing under the Purchase Agreement occurred, at which point we purchased an additional convertible note for $0.4 million, which under certain circumstances was convertible into preferred stock of Viracta, and a warrant to purchase Viracta’s common shares. The convertible note accrued interest at 8% and had a one-year maturity date. We classified the convertible notes as held-to-maturity notes receivable on the consolidated balance sheets. Effective January 31, 2019, the notes, together with accrued interest then outstanding, were converted to Series B preferred stock resulting in an increase to our investment in Viracta’s Series B convertible preferred stock of $0.8 million. In May 2019, we exercised warrants to acquire 253,120 shares of Viracta common stock. At December 31, 2019, our investment in Viracta totaled $9.3 million. 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, we do not hold a controlling financial interest in Viracta and therefore we do not consolidate 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, we have elected to apply the measurement alternative under ASC 321, pursuant to which we measure our investment in Viracta at cost, less impairment, adjusted for observable price changes in an orderly market for an identical or similar investment of the same issuer. As of December 31, 2019, our qualitative impairment assessment did not indicate there were events or changes in circumstances that may have had a significant adverse effect on the fair value of the investment. We have not recorded any impairments as of December 31, 2019, or on a cumulative basis. Further, we have not identified any downward or upward adjustments due to observable price changes in the investment as of December 31, 2019, or on a cumulative basis. Our investment in Viracta is reflected in equity investment on the consolidated balance sheets. |
Financial Instruments Investmen
Financial Instruments Investments in Debt Securities | 12 Months Ended |
Dec. 31, 2019 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Financial Instruments Investments in Debt Securities | 5. Financial Instruments – Investments in Debt Securities At December 31, 2019, our investments in debt securities are detailed below (in thousands): December 31, 2019 Weighted- Average Remaining Contractual Life (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Available-for-sale: Corporate debt securities 0.2 $ 32,382 $ 10 $ (3 ) $ 32,389 Foreign government bonds 0.3 1,007 — — 1,007 Government sponsored securities 0.5 2,752 — (4 ) 2,748 Current portion 0.2 36,141 10 (7 ) 36,144 Noncurrent: Available-for-sale: Corporate debt securities 1.7 1,501 — (4 ) 1,497 Noncurrent portion 1.7 1,501 — (4 ) 1,497 Total 0.3 $ 37,642 $ 10 $ (11 ) $ 37,641 At December 31, 2018, our investments in debt securities are detailed below (in thousands): December 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Available-for-sale: Corporate debt securities $ 57,463 $ 1 $ (136 ) $ 57,328 Total available-for-sale 57,463 1 (136 ) 57,328 Held-to-maturity, notes receivable (Note 4) 723 — — 723 Current portion 58,186 1 (136 ) 58,051 Noncurrent: Available-for-sale: Corporate debt securities 3,067 — (76 ) 2,991 Government sponsored securities 2,756 — (46 ) 2,710 Noncurrent portion 5,823 — (122 ) 5,701 Total $ 64,009 $ 1 $ (258 ) $ 63,752 Accumulated unrealized losses on debt securities classified as available-for-sale that have been in a continuous loss position for less than 12 months and for more than 12 months at December 31, 2019 and 2018 were as follows (in thousands): December 31, 2019 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 11,021 $ (3 ) $ 1,497 $ (4 ) Government sponsored securities — — 2,748 (4 ) Total $ 11,021 $ (3 ) $ 4,245 $ (8 ) 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 ) At December 31, 2019, 14 of the securities were in an unrealized loss position. We evaluated our securities for other-than-temporary impairment and concluded that the decline in value was primarily caused by current economic and market conditions. We do not intend to sell the investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases. Therefore, we did not recognize any other-than-temporary impairment loss during the years ended December 31, 2019, 2018 and 2017. We recorded realized gains and losses on sales of available-for-sale debt securities as follows (in thousands): Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) 2019 $ 4 $ (8 ) $ (4 ) 2018 $ 3 $ — $ 3 2017 $ 52 $ (15 ) $ 37 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 (in thousands): Fair Value Measurements at December 31, 2019 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 15,508 $ 15,508 $ — $ — Corporate debt securities 32,389 — 32,389 — Foreign government bonds 1,007 — 1,007 — Government sponsored securities 2,748 — 2,748 — Noncurrent: Corporate debt securities 1,497 — 1,497 — Total assets measured at fair value $ 53,149 $ 15,508 $ 37,641 $ — 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 $ — Non-recurring Valuations 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, 2019, 2018 and 2017. |
Collaboration and License Agree
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2019 | |
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. In January 2020, we entered into a Cost Sharing Agreement with ImmunityBio as further described in Note 15 – Subsequent Events Exclusive Co-Development Agreement In August 2016, we entered into an exclusive Co-Development Agreement, or the Co-Development Agreement, with Altor BioScience, LLC, or Altor. Altor is a related party, as it is a wholly owned subsidiary of ImmunityBio (Note 9). Under the Co-Development Agreement, the parties agreed to exclusively collaborate on the development of certain therapeutic applications combining our proprietary NK 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. We are the lead developer for each product developed by the parties pursuant to the Co-Development Agreement unless otherwise agreed to under a given project plan. Under the terms of the Co-Development Agreement, both parties granted a co-exclusive, royalty free, fully paid-up, worldwide license, with the right to sublicense (only to a third-party contractor assisting with research and development activities under this Co-Development Agreement and subject to prior consent, not to be unreasonably withheld), under the intellectual property, or 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, we are 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 certain 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. Each company owns 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. We have dosed patients with N‑803, an IL‑15 superagonist, in several phase Ib/II trials during the years ended December 31, 2019, 2018 and 2017. No charges for supplies by Altor were incurred in association with the above trials during the years ended December 31, 2019, 2018 and 2017. Royalties and In-licensing Agreements Viracta License Agreement In May 2017, we entered into an agreement with Viracta under which we were granted exclusive worldwide rights to Viracta’s phase II drug candidate, VRx‑3996, for use in combination with our platform of NK cell therapies. In consideration for the license, we are 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. We 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, or GSH, and DRK-Blutspendedienst Baden-Wurttenberg-Hessen gGmbH, or BSD, License Agreement In August 2015, we entered into a license agreement with GSH and BSD under which we were granted an exclusive license to certain GSH‑BSD patents, materials and know-how that specifically targets ErbB2 expressing cancers. In addition, GSH granted us an exclusive license to certain GSH only technology and materials. In consideration for the licenses, we agreed to pay initial and annual licensing fees, regulatory and commercial milestones and low single-digit percentage royalties on net sales of licensed products. We 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, we terminated this agreement in accordance with the terms of the agreement. Fox Chase Cancer Center License Agreement In 2004 and amended in 2008, we entered into an exclusive license agreement with Fox Chase Cancer Center, or Fox Chase, for the exclusive, worldwide right to certain patents and know-how pertaining to CD16 receptor bearing NK‑92 cell lines. In consideration for this exclusive license, we 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 we receive from sublicensees. Rush University Medical Center License Agreement In 2004, we 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. We are required to pay low to mid-single digit percentage royalties on net sales depending upon the various fields of studies and other factors. We were 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 had a term of 12 years from 2006, the year in which royalty payments were first made, and included customary termination rights for both parties. Beginning in 2018, this license converted to a perpetual, irrevocable, fully paid, royalty-free, exclusive license. During the years ended December 31, 2019, 2018 and 2017, we recorded royalty expense of $0, $4,200 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, 2019, 2018 and 2017. Out-Licensing Agreement Intrexon License Agreement In February 2010, we entered into a 17-year license agreement with Intrexon Corporation, or Intrexon, pursuant to which we 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 us a one-time fee of $0.4 million. Prior to adoption of ASC 606, this 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, we adjusted our 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 us 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, 2019, 2018 and 2017, and, therefore, we 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, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 8. Commitments and Contingencies Contingencies We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We evaluate, 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, we record our rights to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and when receipt is deemed probable. This includes instances where our third-party insurers have agreed to pay, on our 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, we paid $12.0 million to the plaintiffs as full and complete settlement of the litigation. We were responsible for $1.2 million of the settlement amount, which was recognized in selling, general and administrative expense during the third quarter of 2018, while the remaining $10.8 million was fully funded by our insurance carriers under our directors’ and officers’ insurance policy. We and the insurance carriers paid the settlement amount into a settlement fund in January 2019. Subsequent to receiving final approval of the settlement on May 13, 2019, the aforementioned settlement accrual, associated insurance claim receivable and restricted cash were released and are no longer reflected on our consolidated balance sheets as of December 31, 2019. Stipulation of Settlement In early April 2019, following board approval, which occurred in late March 2019, we entered into a settlement agreement, or the Stipulation of Settlement, with three stockholders of the company, each of whom had submitted a stockholder demand for the board to take action to remedy purported harm to the company resulting from certain alleged wrongful conduct concerning, among other things, disclosures about Dr. Soon-Shiong’s compensation and a related-party lease agreement. The Stipulation of Settlement called for us to adopt certain governance changes, and for the three stockholders to file a stockholder derivative action in the Superior Court of the State of California, County of San Diego, followed by an application for court approval of the Stipulation of Settlement. On May 31, 2019, the court entered an order preliminarily approving the Stipulation of Settlement and scheduling the final settlement hearing for August 9, 2019. Pursuant to the Stipulation of Settlement, we have provided stockholders with notice of the settlement and the final settlement hearing. Under the terms of the Stipulation of Settlement, which received final approval by the court on August 9, 2019, we paid an attorney’s fee of $0.5 million to the plaintiffs as part of the settlement. Of that amount, we were responsible for half, which was recognized in selling, general and administrative expense on the consolidated statements of operations during the first quarter of 2019, while the other half was funded by our insurance carrier. We and the insurance carrier paid the settlement amount into a settlement fund in June 2019. Subsequent to receiving final approval of the settlement on August 9, 2019, the aforementioned settlement accrual, associated insurance claim receivable and restricted cash were released and are no longer reflected on our consolidated balance sheets as of December 31, 2019. Insurance Recoveries We have reflected our right to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and receipt is deemed probable. This includes instances where our third-party insurers have agreed to pay, on our 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, 2019 and 2018 was $34,000 and $10.9 million, respectively, and is included in prepaid expenses and other current assets on our consolidated balance sheets. Contractual Obligations - Leases We adopted ASC 842, as of January 1, 2019, using the simplified transition approach discussed in further detail in Note 2. As a result, prior periods were not recast. The following disclosures relate to our lease balances as of January 1, 2019 and December 31, 2019, under ASC 842 (in thousands): Balance January 1, 2019 Balance December 31, 2019 Operating lease right-of-use assets, net $ 13,532 $ 11,729 Other current liabilities $ 2,960 $ 3,206 Operating lease liability, less current portion $ 13,407 $ 10,885 As a result of new agreements entered into subsequent to our adoption of ASC 842, we recognized an increase of $0.8 million in both operating lease right-of-use assets and operating lease liabilities during the year ended December 31, 2019. Substantially all of our operating lease right-of-use assets and operating lease liabilities relate to facilities leases. We lease: (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, and (v) a research facility in Woburn, Massachusetts. See Note 9 – Related Party Agreements Operating lease expense of $5.1 million, including variable lease costs of $1.2 million, was recorded in operating expenses on the consolidated statements of operations for year ended December 31, 2019. The weighted-average remaining lease term as of January 1, 2019 and December 31, 2019 was 5.4 years and 4.5 years, respectively. The weighted-average discount rate as of January 1, 2019 and December 31, 2019 was 9%. For the year ended December 31, 2019, cash outflows from operating leases, excluding variable lease costs, was $4.4 million. Future minimum lease payments at December 31, 2019 are presented in the following table (in thousands). Common area maintenance costs and taxes are not included in these payments. Years ending December 31: Operating Leases (a) 2020 $ 4,271 2021 3,753 2022 3,671 2023 2,546 2024 1,083 Thereafter 1,729 Total future minimum lease payments 17,053 Less: Interest 2,962 Present value of operating lease liabilities $ 14,091 (a) Operating lease payments include $3.3 million related to options to extend lease terms that are reasonably certain of being exercised. In August 2018, NantBio, Inc., or NantBio, a related party (Note 9) assigned an agreement to us for the use of a third-party research facility, which provides us 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, we 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 us at any time, with or without cause. In case of termination of the agreement, the third party will reimburse us for a pro-rata amount based upon the passage of time. In September 2016, we 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 cGMP manufacturing facility. The lease runs from July 2016 through July 2023. We have 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. In March 2016, we 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 initial lease term runs for 48 months from April 29, 2016 through May 31, 2020. In June 2016, the lease was amended to add 260 square feet, for a total of 8,153 square feet. Base rent for the initial term of the lease is $19,000 per month with a $1 per square foot annual increase on each anniversary date. In August 2019, we exercised our right pursuant to the lease agreement to extend the term of the lease for an additional two years through May 31, 2022. Consequently, we recognized an increase of $0.6 million in both operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. In November 2015, we entered into a facility license agreement with NantWorks LLC, or NantWorks, a related party (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 monthly rent is $47,000, with annual increases of 3% beginning in January 2017. In June 2015, we 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. Prior to adopting ASC 842 on January 1, 2019, we recognized rent expense under operating leases on a straight-line basis. Fixed rent expense under ASC 840 for the years ended December 31, 2018 and 2017 was $2.8 million and $2.7 million, respectively. |
Related Party Agreements
Related Party Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | 9. Related Party Agreements Our Chairman and CEO founded and has a controlling interest in NantWorks, which is a collection of multiple companies in the healthcare and technology space. As described below, we have entered into arrangements with NantWorks, and certain affiliates of NantWorks, to facilitate the development of new genetically modified NK cells for our product pipeline. Share Repurchase In November 2018, we entered into a share repurchase agreement with an immediate family member of a director of the company, pursuant to which we repurchased 138,349 of our common shares for a total of $0.2 million under our existing share repurchase program. NantHealth Labs, Inc. In March 2018, we entered into an agreement with NantHealth Labs, Inc., or NantHealth Labs, 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. We are 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 years ended December 31, 2019 and 2018, $10,000 and $0.3 million, respectively, has been recognized in research and development expense on the consolidated statements of operations. At December 31, 2018, we owed NantHealth Labs $49,300, which is included in due to related parties on the consolidated balance sheets. At December 31, 2019, no balances were due between the parties. Immuno-Oncology Clinic, Inc. Beginning in 2017, we entered into multiple agreements with Immuno-Oncology Clinic, Inc., or the Clinic, to conduct various clinical trials. The Clinic was formerly known as John Lee, M.D. and Leonard Sender, M.D., Inc., a professional medical corporation, dba Chan Soon-Shiong Institutes for Medicine, in El Segundo, California. The Clinic is a related party as it is owned by one officer of NantKwest and NantWorks manages the administrative operations of the Clinic. Prior to June 30, 2019, one of the company’s officers was an investigator or sub-investigator for all of the company’s trials conducted at the Clinic. In July 2019, we entered into a new agreement with the Clinic which superseded our existing agreements with the Clinic, effective as of July 1, 2019. The new agreement covers clinical trial and research related activities on a non-exclusive basis relating to our existing clinical trials, commenced prior to July 1, 2019, and prospective clinical trials and research projects. The new agreement also specifies certain services and related costs that are excluded from the new agreement. Prior to commencing any work under the new agreement, the parties have agreed to execute written work orders setting forth the terms and conditions related to specific services to be performed, including financial terms. For existing clinical trials, commenced prior to July 1, 2019, fees incurred for services performed after July 1, 2019 are covered under the new agreement and applied towards the below-mentioned prepayments. The initial term of the new agreement is for one year, but the agreement allows for an automatic renewal and additional extensions beyond the initial term. In July 2019, we executed a clinical trial work order under the new agreement with the Clinic for an open-label, phase I study of PD‑L1.t‑haNK for infusion in subjects with locally advanced or metastatic solid cancers. In consideration of the services to be performed under the new agreement, we agreed to make payments of $7.5 million to the Clinic, of which $3.75 million and $1.875 million were paid in July 2019 and October 2019, respectively. The prepayments constitute a prepayment by us for services to be performed by the Clinic. Under the term of the new agreement, the outstanding balance of our prepayment shall be increased on a quarterly basis by an interest credit computed in accordance with terms specified in the new agreement. To the extent any portion of the prepayments remain unearned by the Clinic on the third anniversary of the new agreement, we may elect at our sole discretion either to (i) not extend the term of the new agreement and have the Clinic reimburse us for the total amount of any remaining unused portion of the prepayments, or (ii) extend the term of the new agreement for up to three additional one year periods, at which time the Clinic will reimburse us for the total amount of any remaining unused portion of the prepayments plus interest if reimbursement is not made within 60 days of expiration. The Clinic may terminate this agreement upon each anniversary date upon sixty (60) days prior written notice and reimbursement in full to us of any outstanding unearned balance of the prepayments, provided that any such termination by the Clinic will not apply with respect to any work orders still in effect at the time of such termination. During the years ended December 31, 2019, 2018 and 2017, expense of $1.1 million, $2.7 million and $0.8 million, respectively, has been recognized in research and development expense on the consolidated statements of operations. At December 31, 2019 and 2018, we owed the Clinic $0.1 million and $0.6 million, respectively, for services excluded from the new agreement, which are included in due to related parties on the consolidated balance sheets, and as of December 31, 2019, we had a prepaid balance with the Clinic of $5.1 million, which is included in prepaid expenses and other currents assets, and other assets, on the consolidated balance sheets. We anticipate that the remaining prepayment amount as of December 31, 2019 will be utilized in future periods as the Clinic provides additional services pursuant to the new agreement. Tensorcom, LLC In April 2017, we entered into a sublease agreement with Tensorcom, LLC, or Tensorcom, for a portion of our 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, $0.1 million and $0.2 million, respectively, was recognized in other income on the consolidated statements of operations under the sublease agreement. At December 31, 2019 and 2018, there were no balances due between the parties. 605 Doug St, LLC In September 2016, we entered into a lease agreement with 605 Doug St, LLC, an entity owned by our 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 manufacturing facility. The lease runs from July 2016 through July 2023. We have 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. Lease expense for this facility is recorded in research and development expense on the consolidated statements of operations and was $0.9 million, $0.2 million and $0.2 million, respectively, for the years ended December 31, 2019, 2018 and 2017. At December 31, 2019 and 2018, no balances were due between the parties. NantBio, Inc. In August 2018, NantBio assigned an agreement to us for the use of a third-party research facility, which provides us with the exclusive right to use and access to a portion of the third party’s laboratory and vivarium premises. NantBio is a related party as it is an affiliate of NantWorks. In conjunction with the assignment, we 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 us at any time, with or without cause. In case of termination of the agreement, the third party will reimburse us for a pro-rata amount based upon the passage of time. In January 2018, we entered into a laboratory services agreement with NantBio. The agreement, effective December 2017, included a sublease of approximately 1,965 square feet of laboratory and office space at our San Diego, California, research facility. This sublease was terminated effective December 31, 2019, pursuant to the terms of the agreement. We recognized $0.1 million, $0.1 million and $10,000, respectively, in other income on the consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017. At December 31, 2019 and 2018, NantBio owed us $8,400 and $49,000, respectively, which is included in prepaid expenses and other current assets 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 us. Under the agreement, the parties are collaborating on the preclinical and clinical development of proprietary recombinant natural killer cells and monoclonal antibodies in monotherapy and in combination immunotherapies. We benefited from the preclinical and clinical research conducted during the first four years under this agreement. In each of April 2016, April 2017, August 2018, and May 2019, we paid $0.6 million to the National Cancer Institute as a prepayment for services under the agreement. We recognize research and development expense related to this agreement ratably over a 12-month period for each funding year and recorded $0.6 million, of expense associated with the agreement in each of the years ended December 31, 2019, 2018 and 2017. At December 31, 2019 and 2018, we had balances of $0.1 million and $0.1 million, respectively, included in prepaid expenses and other current assets related to this agreement, on the consolidated balance sheets. NantWorks In May 2018, we entered into an assignment agreement with NantWorks and a third-party construction firm. In connection with the agreement, we assigned our deposit of $0.4 million with the third-party firm to NantWorks for which NantWorks reimbursed us. This assignment represented unutilized deposits that NantKwest had previously made with the construction company, for which NantWorks can now utilize in applying such funds to future planned construction projects. 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. We are 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, 2019, 2018 and 2017, we recorded $2.1 million, $2.8 million and $3.6 million, respectively, to selling, general and administrative expense, and $1.5 million, $3.3 million and $3.2 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 our benefit, which have been reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks. In June 2016, we amended the existing shared services agreement with NantWorks whereby we can provide support services to NantWorks and/or any of its affiliates. For the years ended December 31, 2019, 2018 and 2017, we recorded expense reimbursements of $1.2 million, $0.6 million and $0.4 million, respectively, to selling, general and administrative expense and $2.3 million, $2.6 million and $1.0 million, respectively, to research and development expense. At December 31, 2019 and 2018, we owed NantWorks a net amount of $0.4 million and $1.1 million, respectively, for all agreements between the two affiliates, which is included in due to related parties on the consolidated balance sheets. In November 2015, we 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. Lease expense for this facility is recorded in research and development expense on the consolidated statements of operations and was $0.6 million, $0.2 million, and $0.2 million for the years ended December 31, 2019, 2018 and 2017. NantOmics, LLC In June 2015, we entered into an agreement, as amended in May 2018, with NantOmics, LLC, or NantOmics, which is a related party, as it is an affiliate of NantWorks. Pursuant to this agreement we obtain genomic sequencing and proteomic analysis services, as well as related data management and bioinformatics services, exclusively from NantOmics. We 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 owns the data and results, as well as any other intellectual property it creates in performing these services on our behalf. We are 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, 2019, 2018 and 2017, we recorded operating expense of $0.1 million, $0.1 million and $0.1 million, respectively, to research and development under this arrangement on the consolidated statements of operations. At December 31, 2018, we owed NantOmics $24,000, which is included in due to related parties on the consolidated balance sheets. At December 31, 2019, no balances were due between the parties. ImmunityBio ImmunityBio, Inc., or ImmunityBio, is a related party, as it is an affiliate of NantWorks. ImmunityBio was formerly known as NantCell, Inc. In January 2020, we entered into a cost sharing agreement with ImmunityBio as further described in Note 15 ‑ Subsequent Events In November 2018, we entered into an agreement with Etubics Corporation, or Etubics, a subsidiary of ImmunityBio. Pursuant to this agreement we sold used laboratory equipment to Etubics for $0.3 million. In conjunction with this sale, we 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 February 2017, we entered into a research grant agreement with VivaBioCell S.p.A., or VBC, a subsidiary of ImmunityBio. VBC conducted research and development activities related to our NK cell lines using VBC’s proprietary technology. For the years ended December 31, 2018 and 2017, $0.1 million and $0.6 million, respectively, was recognized in research and development expense on the consolidated statements of operations. No expense was incurred for the year ended December 31, 2019. In August 2016, we entered into an exclusive Co-Development Agreement with Altor as described in Note 7 – Collaboration and License Agreements In June 2015, we also entered into a supply agreement with ImmunityBio pursuant to which we have the right to purchase ImmunityBio’s proprietary bioreactors, made according to specifications mutually agreed to with ImmunityBio. We also have the right to purchase reagents and consumables associated with such equipment from ImmunityBio. 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. At December 31, 2019 and 2018, we had $1.8 million and $1.1 million, respectively, in capitalized equipment purchased from ImmunityBio, which is included in property, plant and equipment, net, on the consolidated balance sheets. During the years ended December 31, 2019, 2018 and 2017, we recorded research and development expense associated with reagents and consumables purchased from ImmunityBio of $0.1 million, $0.1 million and $0.3 million, respectively, on the consolidated statements of operations. At December 31, 2019 and 2018, we had $0.5 million and $0.5 million, respectively, included in prepaid expenses and other current assets on the consolidated balance sheets related to consumables purchased from ImmunityBio. At December 31, 2019 and December 31, 2018, no balances were due between the parties. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Stock Repurchase – In November 2015, the board of directors approved a share repurchase program, or 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 our 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. We have financed, and expect to continue to finance, the purchases with existing cash balances. The shares are formally retired through board approval upon repurchase. To date, we have repurchased 6,403,489 shares of our common stock under the 2015 Share Repurchase Program at a total cost of $31.7 million. In addition, we have paid approximately $0.1 million of broker commissions on repurchases. We repurchased 473,586 shares, 138,349 shares (Note 9), and 3,633,610 shares during the years ended December 31, 2019, 2018 and 2017, respectively, for a total of $0.5 million, $0.2 million, and $15.2 million, respectively. At December 31, 2019, $18.3 million remained authorized for repurchase under the 2015 Share Repurchase Program. Common Stock Reserved for Future Issuance We are authorized to issue up to 500,000,000 shares of our common stock, par value $0.0001 per share at December 31, 2019. As of December 31, 2019, there were 98,460,404 shares of our 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, 2019: Outstanding stock options 4,506,950 Outstanding RSUs 1,139,428 Outstanding warrants — Total shares reserved for future issuance 5,646,378 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
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, or 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, or 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 our 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 our common stock issued in connection with an early exercise allowed by the company may be repurchased by us upon termination of the optionee’s service. 2015 Equity Incentive Plan – In July 2015, the company’s board of directors adopted and the company’s stockholders approved the 2015 Equity Incentive Plan, or 2015 Plan. In April 2019, the company’s board of directors adopted, and in June 2019 the company’s stockholders approved, an amendment to the 2015 Plan to reserve a further 3,000,000 shares of common stock for issuance pursuant to the 2015 Plan. The 2015 Plan, as amended, 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. As of December 31, 2019 there were approximately 4.3 million shares of common stock reserved for future grants pursuant to the 2015 Plan. In addition, the shares reserved for future grants under the 2015 Plan 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 us (provided that the maximum number of shares that may be added to the 2015 Plan pursuant to this provision is approximately 2.3 million shares as of December 31, 2019). Stock-Based Compensation The following table presents all stock-based compensation as included on the consolidated statements of operations (in thousands): For the Year Ended December 31, 2019 2018 2017 Stock-based compensation expense: Warrants for common stock to an officer $ — $ 17,817 $ 31,584 Employee stock options 1,309 4,057 4,267 Employee RSUs 938 1,193 894 Non-employee RSUs 380 315 252 $ 2,627 $ 23,382 $ 36,997 Stock-based compensation expense in operating expenses: Research and development $ 499 $ 460 $ 102 Selling, general and administrative 2,128 22,922 36,895 $ 2,627 $ 23,382 $ 36,997 Stock Options The following table summarizes stock option activity under all equity incentive plans for the years ended December 31, 2019, 2018 and 2017: Number of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2016 6,307,386 $ 7.14 $ 19,100 6.4 Options exercised (614,136 ) $ 1.88 Outstanding at 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 Options exercised (1,986,300 ) $ 2.06 Outstanding at December 31, 2019 4,506,950 $ 9.37 $ 5,710 5.8 Vested and Exercisable at December 31, 2019 3,973,614 $ 10.22 $ 5,326 5.5 The vested and exercisable shares at December 31, 2018 and 2017 were 5,577,531 and 5,114,656, respectively. The following table provides a summary of options outstanding and vested as of December 31, 2019: Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (in years) Number Exercisable Weighted- Average Remaining Contractual Life (in years) $0.42 589,660 4.9 589,660 4.9 $1.76 699,060 5.0 699,060 5.0 $2.00 962,780 5.1 962,780 5.1 $3.07 800,000 8.7 266,664 8.7 $25.00 1,455,450 5.6 1,455,450 5.6 4,506,950 5.8 3,973,614 5.5 The aggregate intrinsic value of stock options exercised during the years ended December 31, 2019, 2018 and 2017 was $0.2 million, $0.6 million and $1.7 million, respectively. The cash received from exercised options was $4.1 million, $0 and $1.2 million, respectively, for the years ended December 31, 2019, 2018 and 2017. 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, 2019 and 2017. No stock options were granted to non-employees during the years ended December 31, 2019, 2018 and 2017. The total unrecognized compensation cost related to non-vested stock options as of December 31, 2019 is $1.1 million, which is expected to be recognized over a weighted-average period of 2.7 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 was 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, or RSUs, activity under the 2015 Plan: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value 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 Granted 749,793 $ 1.12 Vested (395,051 ) $ 8.83 Forfeited/canceled (83,225 ) $ 7.29 Unvested balance at December 31, 2019 1,139,428 $ 2.23 We may grant RSUs to both employees and directors of the company and to employees of related parties that provide shared services to the company under the company’s shared services agreement with NantWorks (Note 9). During the years ended December 31, 2018 and 2017, we granted 90,906 RSUs and 77,250 RSUs, respectively, to non-employees. All of the RSUs granted to non-employees during these periods were granted to employees of related companies under our shared services agreement with NantWorks (Note 9). There were no new grants made to non-employees during the year ended December 31, 2019. As of December 31, 2019, there was $1.4 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 1.7 years. Of that amount, $1.3 million of unrecognized expense is related to employee grants with a remaining weighted-average period of 1.8 years and $0.1 million of unrecognized expense is related to non-employee grants with a remaining weighted-average period of 0.8 years. Warrants The following table summarizes the company’s warrant activity: 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 Warrants exercised (17,589,250 ) Outstanding at December 31, 2019 — Vested and exercisable at December 31, 2019 — During the years ended December 31, 2019, 2018 and 2017, cash proceeds recognized from exercises of warrants were $35.2 million, $0.1 million and $0.1 million, respectively. Common Stock Reserved for Future Grants under the 2015 Equity Incentive Plan At December 31, 2019, there were approximately 4.3 million shares of common stock reserved for future grants of equity awards. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The amount of loss before taxes is as follows (in thousands): For the Year Ended December 31, 2019 2018 2017 U.S. loss before taxes $ (65,286 ) $ (94,423 ) $ (94,734 ) Foreign loss before taxes (600 ) (2,306 ) (2,182 ) Loss before income taxes $ (65,886 ) $ (96,729 ) $ (96,916 ) Income tax benefit for the years ended December 31, 2019, 2018 and 2017 consists of the following (in thousands): For the Year Ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State 3 3 4 Foreign — — — Total Current 3 3 4 Deferred: Federal (79 ) — — State (21 ) (8 ) — Foreign — (498 ) (497 ) Total Deferred (100 ) (506 ) (497 ) Income tax benefit $ (97 ) $ (503 ) $ (493 ) The components that comprise the company’s net deferred tax assets at December 31, 2019 and 2018 consist of the following (in thousands): As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 78,377 $ 61,915 Stock compensation 8,536 79,281 Operating lease liabilities 3,884 — Depreciation and amortization 2,042 — Tax credits 898 845 Accrued compensation 775 795 Leases and other accrued liabilities 453 2,909 Accrued legal expenses — 308 Total deferred tax assets 94,965 146,053 Deferred tax liabilities: Foreign intangibles — (1 ) Operating lease right-of-use assets (3,233 ) — Depreciation and amortization — (1,279 ) Total deferred tax liabilities (3,233 ) (1,280 ) Net deferred tax assets 91,732 144,773 Valuation allowance (91,732 ) (144,773 ) Net deferred tax liability $ — $ — 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, 2019 2018 2017 Tax computed at federal statutory rate 21.0 % 21.0 % 34.0 % State income taxes, net of federal tax benefit (19.4 ) 6.2 5.3 Tax rate adjustment 0.1 (0.3 ) 4.8 Tax Cuts and Jobs Act — — (53.4 ) Research and development credits 0.2 0.1 0.6 Stock-based compensation (82.5 ) (0.1 ) (0.3 ) Other (0.1 ) 0.3 0.8 Valuation allowance 80.5 (26.7 ) 8.7 Effective income tax rate (0.2 ) % 0.5 % 0.5 % On December 22, 2017, the Tax Cuts and Jobs Act, or 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, or 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 reduced the deferred tax asset balance as of December 31, 2017 by $51.7 million. Due to the company’s full valuation allowance position, we also reduced the valuation allowance by the same amount. In December 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, or 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. We completed an IRC Section 382/383 analysis through March 2019 regarding the limitation of net operating loss and research and development credit carryforwards. As a result, we derecognized a portion of the deferred tax assets for net operating losses and federal and state research and development credits of $0.8 million from our deferred tax asset schedule as of December 31, 2019. 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, we have not recognized the deferred tax asset for research and development credits carryforwards as of December 31, 2019 and 2018 because we are a part of a controlled group of affiliated companies with common ownership and cannot complete our calculation of the credit until the time that all members of the controlled group complete their analysis and calculation of qualified research expenditures. We do 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 our 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, we have recorded a full valuation allowance of $91.7 million at December 31, 2019. The change in the valuation allowance for the year ended December 31, 2019 was a decrease of $53.0 million which was mainly driven by the reversal of deferred tax assets related to stock compensation that will not be realized. 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. We have not incurred any material interest or penalties as of the current reporting date with respect to income tax matters. We do 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. We are subject to U.S. federal income tax, as well as income tax in California and other states. The federal returns for tax years 2016 through 2019 remain open to examination and the California returns remain subject to examination for tax years 2015 through 2019. 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, 2019, the company has federal net operating losses, or NOLs, of approximately $291.8 million, state NOLs of $255.7 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, 2019, the company also had federal research tax credit carryforwards of approximately $8.5 million and California research tax credits of $5.7 million. The federal research tax credit carryforwards begin to expire in 2034 and the state research tax credit carryforwards begin to expire in 2031. The following table summarizes the changes to the amount of unrecognized tax benefits (in thousands): 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 Decrease for prior year tax positions (7 ) Increase for current year tax positions 3,680 Unrecognized tax benefits at December 31, 2019 $ 15,656 Included in the balance of unrecognized tax benefits at December 31, 2019, is $14.1 million that, if recognized, would not impact our income tax benefit or effective tax rate as long as the deferred tax asset remains subject to a full valuation allowance. We do not expect any significant increases or decreases to our unrecognized tax benefits within the next 12 months. |
Summarized Quarterly Data (Unau
Summarized Quarterly Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 and 2018 (in thousands, except for share and per share amounts): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2019 Revenue $ 5 $ 17 $ 12 $ 9 Operating expenses 18,340 17,313 16,077 16,120 Operating loss (18,335 ) (17,296 ) (16,065 ) (16,111 ) Net loss (17,885 ) (16,682 ) (15,581 ) (15,641 ) Net loss per share - basic and diluted $ (0.22 ) $ (0.17 ) $ (0.16 ) $ (0.16 ) Shares used in calculating net loss per share - basic and diluted 81,261,302 98,594,355 98,331,695 98,419,166 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 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2019 | |
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, or 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. We made contributions of $0.6 million, $0.5 million and $0.4 million during the years ended December 31, 2019, 2018 and 2017, respectively. Compensated Absences – Under our vacation policy, salaried employees are provided unlimited vacation leave. Therefore, we do not record an accrual for paid leave related to these employees since we are unable to reasonably estimate the compensated absences that these employees will take. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events Collaborative Arrangement A collaborative arrangement is a contractual arrangement that involves a joint operating activity. These arrangements involve two or more parties who are (i) active participants in the activity, and (ii) exposed to significant risks and rewards dependent on the commercial success of the activity. Cost Allocation Agreement — On January 29, 2020, we entered into a Cost Allocation Agreement, or the Agreement, with ImmunityBio, Inc. and its subsidiaries, or ImmunityBio. The Agreement is effective as of October 1, 2019. ImmunityBio is a related party, as it is an affiliate of NantWorks (Note 9). Simultaneously, we and ImmunityBio entered into Work Order Number One under the Agreement. Under the Agreement and Work Order Number One, the parties agreed to conduct a joint study, the clinical research trial being conducted pursuant to the protocol titled QUILT 3.063: . The ImmunityBio study drug included in the joint study is ImmunityBio’s proprietary IL-15 superagonist known as N‑803 and our study drug is our proprietary “off-the-shelf” CD16-targeted natural killer cell therapy known as haNK. We will act as the sponsor of this joint study for purposes of regulatory matters, including submissions, correspondence, and communications. Additionally, we are designated as the contracting party to execute agreements with third and related parties relating to the joint study under Work Order Number One. We and ImmunityBio will split certain joint study costs equally related to Work Order Number One, in accordance with the terms of the Agreement. Shared joint study costs include cost related to conducting the joint study development activities, such as personnel related costs, as well as all costs associated to regulatory matters. Costs and expenses incurred in connection with the development, manufacturing, supply, delivery, and pre-patient administration dosing mechanism of each party’s study drug, are excluded from the shared joint study costs. We expect that the joint study cost sharing component under the Agreement related to Work Order Number One will total approximately $2.1 million, subject to change dependent on clinical trial enrollments and progress. At December 31, 2019, there was minimal joint research activity under the Agreement and we incurred approximately $0.1 million in costs related to the joint study that are subject to joint cost sharing under the Agreement and are recorded in research in research and development expense on the consolidated statements of operations. Under the agreement, each of ImmunityBio and the company will receive exclusive rights to any new intellectual property developed that relates solely to its respective study drug, and the parties will have joint co-equal rights in any other intellectual property. The Agreement expires upon the second anniversary of the effective date with the option to renew for additional successive one-year terms, but work orders for any joint studies still in process at the time of termination will continue until the applicable study is completed. Coronavirus Pandemic Due to the global viral outbreak caused by Coronavirus Disease 2019 (COVID‑19) in 2020, there have been resulting effects which could negatively impact our financial condition or operations, including significant stock market exchange volatility, including various temporary volatility trading halts which commenced initially on March 9, 2020 due to market declines, various temporary business closures and event cancellations, and other effects including strains on hospitals and health provider resources which could result in clinical trial disruptions as the broader economic impact of COVID‑19 develops. The ultimate impact of these matters to us and our financial condition and operations is presently unknown. The accompanying consolidated financial statements as of and for the year ended December 31, 2019 do not reflect the effects of these subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity As of December 31, 2019, the company had an accumulated deficit of approximately $662.2 million. We also had negative cash flow from operations of approximately $61.4 million during the year ended December 31, 2019. The company expects that it will likely need additional capital to further fund development of, and seek regulatory approvals for, our product candidates, and to begin to commercialize any approved products. We are currently focused primarily on the development of immunotherapeutic treatments for cancers and debilitating viral infections using targeted cancer and viral killing cell lines, and we believe 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 our product candidates, if approved, fail to achieve market acceptance, we may never become profitable. Even if the company achieves profitability in the future, it may not be able to sustain profitability in subsequent periods. We intend to cover our 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 us when needed and, if available, financing may not be obtained on terms favorable to the company or its stockholders. While we expect our existing cash, and cash equivalents and marketable debt securities, together with the ability to borrow from affiliated entities, will enable us to fund operations and capital expenditure requirements for at least the next 12 months, we may not have sufficient funds to reach commercialization. Failure to obtain adequate financing when needed may require us to delay, reduce, limit, or terminate some or all of our development programs or future commercialization efforts or grant rights to develop and market product candidates that we might otherwise prefer to develop and market ourselves, which could adversely affect our ability to operate as a going concern. If we raise additional funds from the issuance of equity securities, substantial dilution to existing stockholders may result. If we raise 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 our ability to operate our 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, or 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 the uncertainty discussed in the Liquidity section of Note 1. We believe our existing cash, cash equivalents, and investments in marketable debt securities, and our 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 our Chairman and CEO’s intent and ability to support the company’s operations with additional funds, including loans from affiliated entities, as required. We 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, we may not be able to secure such financing in a timely manner or on favorable terms. Without additional funds, we may choose to delay or reduce our operating or investment expenditures. Further, because of the risk and uncertainties associated with the commercialization of the company’s product candidates in development, we may need additional funds to meet our 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. In addition, during the year ended December 31, 2019, our Chairman and CEO exercised warrants and options resulting in aggregate cash proceeds of $39.2 million. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of NantKwest and its wholly owned subsidiaries. All intercompany amounts have been eliminated. We apply the variable interest model under Accounting Standards Codification, or ASC Topic 810, Consolidation For entities we hold as an equity investment that are not consolidated under the VIE Model, we consider whether our 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 we are able to exercise significant influence, but not control, are accounted for using the equity method. Our 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 we are 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 We own non-marketable equity securities that are accounted for using the measurement alternative under ASC 321 because the preferred stock held by us 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’ earnings 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 we 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 our investment and the rights and preferences of those equity instruments compared to ours. |
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, we evaluate our estimates, including those related to valuation of equity-based awards, deferred income taxes and related valuation allowances, preclinical and clinical trial accruals, impairment assessments, useful lives of long-lived assets, loss contingencies, and fair value measurements. We base our estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. |
Risks and Uncertainties | Risks and Uncertainties |
Contingencies | Contingencies We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We evaluate, 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, we record our rights to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and when receipt is deemed probable. This includes instances when our third-party insurers have agreed to pay, on our 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 us to concentrations of risk consist principally of cash and cash equivalents and marketable debt securities. Our cash and cash equivalents are held by one major financial institution in the U.S. and one in Korea. Product candidates developed by us will require approvals or clearances from the U.S. Food and Drug Administration, or FDA, or international regulatory agencies prior to commercial sales. There can be no assurance that any of our product candidates will receive any of the required approvals or clearances. If we were to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us. |
Cash, Cash Equivalents and Marketable Debt Securities | Cash, Cash Equivalents and Marketable Debt Securities We invest our excess funds in investment grade short- to intermediate-term corporate debt securities, commercial paper, government sponsored securities, and foreign government bonds. We consider 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, classified as available-for-sale. 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. We periodically evaluate whether declines in fair values of our 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 our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether or not we have plans to sell the security or whether or not it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value, and our strategy and intentions for holding the investment. There were no other-than-temporary impairments recorded in the years ended December 31, 2019, 2018 and 2017. We minimize credit risk associated with our cash and cash equivalents by periodically evaluating the credit quality of our primary financial institutions. While we maintain cash deposits in FDIC insured financial institutions in excess of federally insured limits, we do not believe that we are exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. We have not experienced any losses on such accounts. We have funded a certificate of deposit (CD) as a substitute letter of credit for one of our 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 we are 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 Upon 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 the consolidated statements of operations. |
Intangible Assets | Intangible Assets Intangible assets, which consisted of the cost of reacquiring a technology license during 2015, were amortized using the straight-line method over an estimated useful life of 4 years. As of December 31, 2019, our intangible assets were fully amortized. |
Patents | Patents Patent costs, including related legal costs, are expensed as incurred and recorded in selling, general and administrative expenses on the consolidated statements of operations. |
Impairments | Impairments Long-lived assets include property, plant and equipment and intangible assets. We review 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 assets using a discount rate determined by management to be commensurate with the risk inherent to our current business model. During the second quarter of 2019, we determined that certain bioreactor laboratory equipment could no longer be utilized in the production process. As a result, we recorded an impairment charge totaling $0.9 million, which is included in research and development expense on the consolidated statements of operations. There were no impairment losses recognized during the years ended December 31, 2018 and 2017. |
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 our principal or, in absence of a principal, most advantageous market for the specific asset or liability. We use 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 us 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. Our Level 1 assets consist of bank deposits and money market funds. • Level 2— Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. Our 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, 2019, 2018 and 2017, no transfers were made into or out of the Level 1, 2 or 3 categories. We will continue to review the fair value inputs on a quarterly basis. We utilize a third-party pricing service to assist in obtaining fair value pricing for our investments in marketable debt securities. 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, we are 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. We estimate 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 our behalf. In accruing clinical and research related fees, we estimate 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, we 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 We adopted FASB ASC Topic 842, Leases Leases For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. At lease commencement, leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: (1) the lease transfers ownership of the underlying asset by the end of the lease term; (2) the lease contains an option to purchase the underlying asset that is reasonably certain to be exercised; (3) the lease term is for a major part of the remaining economic life of the underlying asset; (4) the present value of the sum of the lease payments and any guaranteed residual value that is not already included in the lease payments equals or exceeds substantially all of the fair value of the underlying asset; or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if it does not meet any one of these criteria. We do not currently have any leases classified as finance leases. Our operating leases are included in operating lease right-of-use assets, net, other current liabilities, and operating lease liabilities on the consolidated balance sheets. At the commencement date, operating lease right-of-use assets and operating lease liabilities are determined based on the present value of lease payments to be made over the lease term. Operating lease right-of-use assets also include any rent paid prior to the commencement date, less any lease incentives received, and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have elected to combine our lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) with non-lease components (e.g., common-area maintenance costs and equipment maintenance costs) and as such, we account for lease and non-lease components as a single component. Lease expense also includes amounts relating to variable lease payments. Variable lease payments include amounts relating to common area maintenance and real estate taxes. We also elected not to recognize right-of-use assets and lease liabilities for qualifying short-term leases with an initial lease term of 12 months or less at lease inception. Such leases are expensed on a straight-line basis over the lease term. The depreciable life of operating right-of-use-assets and leasehold improvements is limited by the expected lease term. |
Income Taxes | Income Taxes We recognize 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. We record valuation allowances to reduce deferred tax assets to the amount we believe is more likely than not to be realized. We recognize uncertain tax positions when the position will be more likely than not upheld on examination by the taxing authorities based solely upon the technical merits of the positions. We recognize interest and penalties, if any, related to unrecognized income tax uncertainties in income tax expense. We did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2019 and 2018. We are subject to U.S. federal income tax, as well as income tax in Korea, California and other states. The federal returns for tax years 2016 through 2019 remain open to examination; the California returns remain subject to examination for tax years 2015 through 2019. 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 our 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. We have financed, and expect to continue to finance, the purchases with existing cash balances. As it is the intent for the repurchased shares to be retired, we have elected to account for the shares repurchased under the constructive retirement method. For shares repurchased in excess of par, we allocate the purchase price in excess of par value to accumulated deficit. |
Revenue Recognition | Revenue Recognition Beginning January 1, 2018, we adopted the provisions of FASB ASC Topic 606, Revenue from Contracts with Customers We derive substantially all of our revenue from non-exclusive license agreements with a limited number of pharmaceutical and biotechnology companies granting them the right to use our 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 licensee products developed or manufactured using our 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 affect the license. We have concluded that these promises represent one performance obligation due to the highly interrelated nature of the promises. We provide 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. Our license agreement with Intrexon (Note 7) included a nonrefundable upfront payment of $0.4 million, received when we entered into the contract in 2010. In this instance, we determined that under ASC 606 it would be appropriate to recognize the initial milestone payment at a point in time, when we 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, we adjusted our 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 we use the most likely amount method to estimate this variable consideration. Given the high degree of uncertainly around achievement of these milestones, we do not recognize revenue from these milestone payments until the uncertainty associated with these payments is resolved. We currently estimate variable consideration related to milestone payments to be zero and, as such, no revenue has been recognized for milestone payments. We recognize revenue from sales-based royalty payments when or as the sales occur. On a quarterly basis, we re-evaluate our estimate of milestone variable consideration to determine whether any amount should be included in the transaction price and recorded in revenue prospectively. Upon adoption, we changed our 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, we have generated minimal revenue related to the non-clinical use of our cells lines and intellectual property. We have no products approved for commercial sale and we have not generated any revenue from product sales. If we fail to complete the development of our product candidates in a timely manner or fail to obtain regulatory approval for them, we 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 and other personnel-related expenses, 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 our behalf. Costs incurred in research and development are expensed as incurred. Included in research and development costs are clinical trial and research 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 our behalf. We record accruals for estimated costs under these contracts. When evaluating the adequacy of the accrued liabilities, we analyze the progress of the studies or clinical trials, including the phase or completion of events, invoices received, contracted costs and purchase orders. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period based on the facts and circumstances known at that time. Although we do not expect the estimates to be materially different from the amounts actually incurred, if the estimates of the status and timing of services performed differs from the actual status and timing of services performed, we may report amounts that are too high or too low in any particular period. Actual results could differ from our estimates. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation We use the straight-line method to recognize stock-based compensation expense for our outstanding share awards that do not contain a performance condition. For awards subject to performance-based vesting conditions, we assess the probability of the individual milestones under the award being achieved and stock-based compensation expense is recognized over the service period commencing once management believes the performance criteria is probable of being met. For awards with service or performance conditions, we recognize the effect of forfeitures in compensation cost in the period that the award was forfeited. |
Litigation Costs | Litigation Costs We expense 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). Our 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, 2019 2018 2017 Outstanding options 4,506,950 6,493,250 5,693,250 Outstanding RSUs 1,139,428 867,911 888,189 Outstanding warrants — 17,589,250 17,721,088 Total 5,646,378 24,950,411 24,302,527 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. Our chief operating decision maker is the company’s CEO. We view our operations and manage our business as a single operating and reporting segment. As of December 31, 2019 and 2018, the majority of our assets were held in the U.S. For the years ended December 31, 2019, 2018 and 2017, all of our revenue was derived in the U.S. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Application of New or Revised Accounting Standards – Adopted We adopted ASC 842 on January 1, 2019, using the simplified transition approach which allowed us to not recast the comparative periods presented when transitioning to the new lease standard, while including required disclosures under ASC 840 for all periods presented under ASC 840. In addition, we elected the package of practical expedients permitted under the transition guidance, which among other things, allowed us to not reassess (1) whether a contract is or contains a lease, and (2) the classification of existing leases. The adoption of ASC 842 had a substantial impact on our balance sheet. The most significant impacts were (i) the recognition of $13.5 million of operating lease right-of-use assets, net, and $16.4 million of operating lease liabilities, and (ii) the derecognition of assets and liabilities associated with the build-to-suit leases under ASC 840 (resulting in the derecognition of property, plant and equipment, net, of $6.6 million and net adjustments to related liabilities of $5.7 million). The build-to-suit leases were recorded as normal operating leases under ASC 842. The difference between the excess of build-to-suit related liabilities and assets of $0.9 million was recorded as an increase to our accumulated deficit. The cumulative-effect adjustment had no tax impact due to the valuation allowance against the gross deferred tax asset less reversing deferred tax liabilities. Adoption of this standard had no material impact on our results of operations and cash flows. In August 2018, the FASB issued ASU 2018‑15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Application of New or Revised Accounting Standards – Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU 2016‑13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief 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, 2019 did not, or are not expected to, have a material effect on our consolidated financial statements. |
Investment in Viracta | 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, we do not hold a controlling financial interest in Viracta and therefore we do not consolidate 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, we have elected to apply the measurement alternative under ASC 321, pursuant to which we measure our investment in Viracta at cost, less impairment, adjusted for observable price changes in an orderly market for an identical or similar investment of the same issuer. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 2017 Outstanding options 4,506,950 6,493,250 5,693,250 Outstanding RSUs 1,139,428 867,911 888,189 Outstanding warrants — 17,589,250 17,721,088 Total 5,646,378 24,950,411 24,302,527 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, 2019 | |
Financial Statement Details [Abstract] | |
Prepaid Expenses and Other Current Assets | As of December 31, 2019 and 2018, prepaid expenses and other current assets were made up of (in thousands): As of December 31, 2019 2018 Prepaid preclinical and clinical trial services - with related party (Note 9) $ 1,021 $ — Insurance premium financing asset 757 339 Prepaid supplies - with related party (Note 9) 467 532 Prepaid services 440 230 Prepaid rent 392 536 Prepaid insurance 372 343 Prepaid equipment maintenance 251 329 Interest receivable - marketable debt securities 222 473 Prepaid license fees 78 104 Insurance claim receivables 34 10,882 Due from related parties 47 90 Other 24 42 $ 4,105 $ 13,900 |
Property, Plant and Equipment, Net | As of December 31, 2019 and 2018, property, plant and equipment, net, was made up of (in thousands): As of December 31, 2019 2018 Construction in progress $ — $ 2,480 Leasehold improvements 33,406 4,087 Buildings 22,690 59,356 Equipment 21,434 20,878 Software 1,195 1,264 Furniture & fixtures 383 381 79,108 88,446 Accumulated depreciation (18,607 ) (11,561 ) $ 60,501 $ 76,885 |
Impact of Adoption of ASC 842 on Property, Plant and Equipment | The impact of adoption of ASC 842 on property, plant, and equipment at December 31, 2018 was as follows (in thousands): Balance December 31, 2018 Adoption of ASC 842 Increase (Decrease) Balance January 1, 2019 Leasehold improvements $ 4,087 $ 32,014 $ 36,101 Buildings 59,356 (39,893 ) 19,463 Property, plant and equipment, gross 88,446 (7,879 ) 80,567 Accumulated depreciation (11,561 ) 1,293 (10,268 ) Property, plant and equipment, net $ 76,885 $ (6,586 ) $ 70,299 |
Intangible Assets, Net | As of December 31, 2019 and 2018, intangible assets were made up of (in thousands): As of December 31, 2019 2018 Technology license $ 9,042 $ 9,042 Less accumulated amortization (9,042 ) (8,477 ) $ — $ 565 |
Other Assets | As of December 31, 2019 and 2018, other assets were made up of (in thousands): As of December 31, 2019 2018 Prepaid preclinical and clinical trial services - with related party (Note 9) $ 4,075 $ — Restricted cash 179 179 Security deposit 113 113 Prepaid rent — 1,205 Other 19 30 $ 4,386 $ 1,527 |
Accrued Expenses | As of December 31, 2019 and 2018, accrued expenses were made up of (in thousands): As of December 31, 2019 2018 Accrued bonus $ 2,002 $ 2,079 Accrued compensation 1,064 943 Accrued professional and service fees 975 912 Accrued laboratory equipment and supplies 640 678 Accrued preclinical and clinical trial costs 281 704 Accrued franchise, sales/use and property taxes 200 250 Litigation settlement accruals — 12,000 Accrued construction costs — 3,341 Other 181 197 $ 5,343 $ 21,104 |
Other Current Liabilities | As of December 31, 2019 and 2018, other current liabilities were made up of (in thousands): As of December 31, 2019 2018 Operating lease liability - current portion (including amounts with related parties, Note 9) $ 3,206 $ — Financing obligation - current portion 757 965 Deferred rent - current portion — 598 Other 18 104 $ 3,981 $ 1,667 |
Investment Income, Net | Net investment income is as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): For the Year Ended December 31, 2019 2018 2017 Interest income $ 1,643 $ 2,317 $ 4,225 Investment accretion income (amortization expense), net 3 (463 ) (1,597 ) Net realized (losses) gains on investments (4 ) 3 37 $ 1,642 $ 1,857 $ 2,665 |
Financial Instruments Investm_2
Financial Instruments Investments in Debt Securities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash Equivalents And Marketable Securities [Abstract] | |
Schedule of Investments in Debt Securities | At December 31, 2019, our investments in debt securities are detailed below (in thousands): December 31, 2019 Weighted- Average Remaining Contractual Life (in years) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Available-for-sale: Corporate debt securities 0.2 $ 32,382 $ 10 $ (3 ) $ 32,389 Foreign government bonds 0.3 1,007 — — 1,007 Government sponsored securities 0.5 2,752 — (4 ) 2,748 Current portion 0.2 36,141 10 (7 ) 36,144 Noncurrent: Available-for-sale: Corporate debt securities 1.7 1,501 — (4 ) 1,497 Noncurrent portion 1.7 1,501 — (4 ) 1,497 Total 0.3 $ 37,642 $ 10 $ (11 ) $ 37,641 At December 31, 2018, our investments in debt securities are detailed below (in thousands): December 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Current: Available-for-sale: Corporate debt securities $ 57,463 $ 1 $ (136 ) $ 57,328 Total available-for-sale 57,463 1 (136 ) 57,328 Held-to-maturity, notes receivable (Note 4) 723 — — 723 Current portion 58,186 1 (136 ) 58,051 Noncurrent: Available-for-sale: Corporate debt securities 3,067 — (76 ) 2,991 Government sponsored securities 2,756 — (46 ) 2,710 Noncurrent portion 5,823 — (122 ) 5,701 Total $ 64,009 $ 1 $ (258 ) $ 63,752 |
Accumulated Unrealized Losses on Debt Securities Classified as Available-for-Sale in Continuous Loss Position | Accumulated unrealized losses on debt securities classified as available-for-sale that have been in a continuous loss position for less than 12 months and for more than 12 months at December 31, 2019 and 2018 were as follows (in thousands): December 31, 2019 Less than 12 months More than 12 months Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Corporate debt securities $ 11,021 $ (3 ) $ 1,497 $ (4 ) Government sponsored securities — — 2,748 (4 ) Total $ 11,021 $ (3 ) $ 4,245 $ (8 ) 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 ) |
Schedule of Realized Gains and Losses on Sales of Available-for-Sale Debt Securities | We recorded realized gains and losses on sales of available-for-sale debt securities as follows (in thousands): Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses) 2019 $ 4 $ (8 ) $ (4 ) 2018 $ 3 $ — $ 3 2017 $ 52 $ (15 ) $ 37 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 (in thousands): Fair Value Measurements at December 31, 2019 Total Level 1 Level 2 Level 3 Assets: Current: Cash and cash equivalents $ 15,508 $ 15,508 $ — $ — Corporate debt securities 32,389 — 32,389 — Foreign government bonds 1,007 — 1,007 — Government sponsored securities 2,748 — 2,748 — Noncurrent: Corporate debt securities 1,497 — 1,497 — Total assets measured at fair value $ 53,149 $ 15,508 $ 37,641 $ — 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 $ — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Lease Balances | The following disclosures relate to our lease balances as of January 1, 2019 and December 31, 2019, under ASC 842 (in thousands): Balance January 1, 2019 Balance December 31, 2019 Operating lease right-of-use assets, net $ 13,532 $ 11,729 Other current liabilities $ 2,960 $ 3,206 Operating lease liability, less current portion $ 13,407 $ 10,885 |
Summary of Future Minimum Lease Payments | Future minimum lease payments at December 31, 2019 are presented in the following table (in thousands). Common area maintenance costs and taxes are not included in these payments. Years ending December 31: Operating Leases (a) 2020 $ 4,271 2021 3,753 2022 3,671 2023 2,546 2024 1,083 Thereafter 1,729 Total future minimum lease payments 17,053 Less: Interest 2,962 Present value of operating lease liabilities $ 14,091 (a) Operating lease payments include $3.3 million related to options to extend lease terms that are reasonably certain of being exercised. |
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, 2019: Outstanding stock options 4,506,950 Outstanding RSUs 1,139,428 Outstanding warrants — Total shares reserved for future issuance 5,646,378 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 consolidated statements of operations (in thousands): For the Year Ended December 31, 2019 2018 2017 Stock-based compensation expense: Warrants for common stock to an officer $ — $ 17,817 $ 31,584 Employee stock options 1,309 4,057 4,267 Employee RSUs 938 1,193 894 Non-employee RSUs 380 315 252 $ 2,627 $ 23,382 $ 36,997 Stock-based compensation expense in operating expenses: Research and development $ 499 $ 460 $ 102 Selling, general and administrative 2,128 22,922 36,895 $ 2,627 $ 23,382 $ 36,997 |
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, 2019, 2018 and 2017: Number of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted- Average Remaining Contractual Life (in years) Outstanding at December 31, 2016 6,307,386 $ 7.14 $ 19,100 6.4 Options exercised (614,136 ) $ 1.88 Outstanding at 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 Options exercised (1,986,300 ) $ 2.06 Outstanding at December 31, 2019 4,506,950 $ 9.37 $ 5,710 5.8 Vested and Exercisable at December 31, 2019 3,973,614 $ 10.22 $ 5,326 5.5 |
Summary of Options Outstanding and Vested | The following table provides a summary of options outstanding and vested as of December 31, 2019: Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (in years) Number Exercisable Weighted- Average Remaining Contractual Life (in years) $0.42 589,660 4.9 589,660 4.9 $1.76 699,060 5.0 699,060 5.0 $2.00 962,780 5.1 962,780 5.1 $3.07 800,000 8.7 266,664 8.7 $25.00 1,455,450 5.6 1,455,450 5.6 4,506,950 5.8 3,973,614 5.5 |
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, or RSUs, activity under the 2015 Plan: Number of RSUs Outstanding Weighted- Average Grant Date Fair Value 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 Granted 749,793 $ 1.12 Vested (395,051 ) $ 8.83 Forfeited/canceled (83,225 ) $ 7.29 Unvested balance at December 31, 2019 1,139,428 $ 2.23 |
Summary of Warrant Activity | The following table summarizes the company’s warrant activity: 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 Warrants exercised (17,589,250 ) Outstanding at December 31, 2019 — Vested and exercisable at December 31, 2019 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss Before Taxes | The amount of loss before taxes is as follows (in thousands): For the Year Ended December 31, 2019 2018 2017 U.S. loss before taxes $ (65,286 ) $ (94,423 ) $ (94,734 ) Foreign loss before taxes (600 ) (2,306 ) (2,182 ) Loss before income taxes $ (65,886 ) $ (96,729 ) $ (96,916 ) |
Summary of Income Tax Benefit | Income tax benefit for the years ended December 31, 2019, 2018 and 2017 consists of the following (in thousands): For the Year Ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State 3 3 4 Foreign — — — Total Current 3 3 4 Deferred: Federal (79 ) — — State (21 ) (8 ) — Foreign — (498 ) (497 ) Total Deferred (100 ) (506 ) (497 ) Income tax benefit $ (97 ) $ (503 ) $ (493 ) |
Components of Net Deferred Tax Assets and Liabilities | The components that comprise the company’s net deferred tax assets at December 31, 2019 and 2018 consist of the following (in thousands): As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 78,377 $ 61,915 Stock compensation 8,536 79,281 Operating lease liabilities 3,884 — Depreciation and amortization 2,042 — Tax credits 898 845 Accrued compensation 775 795 Leases and other accrued liabilities 453 2,909 Accrued legal expenses — 308 Total deferred tax assets 94,965 146,053 Deferred tax liabilities: Foreign intangibles — (1 ) Operating lease right-of-use assets (3,233 ) — Depreciation and amortization — (1,279 ) Total deferred tax liabilities (3,233 ) (1,280 ) Net deferred tax assets 91,732 144,773 Valuation allowance (91,732 ) (144,773 ) Net deferred tax liability $ — $ — |
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, 2019 2018 2017 Tax computed at federal statutory rate 21.0 % 21.0 % 34.0 % State income taxes, net of federal tax benefit (19.4 ) 6.2 5.3 Tax rate adjustment 0.1 (0.3 ) 4.8 Tax Cuts and Jobs Act — — (53.4 ) Research and development credits 0.2 0.1 0.6 Stock-based compensation (82.5 ) (0.1 ) (0.3 ) Other (0.1 ) 0.3 0.8 Valuation allowance 80.5 (26.7 ) 8.7 Effective income tax rate (0.2 ) % 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, 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 Decrease for prior year tax positions (7 ) Increase for current year tax positions 3,680 Unrecognized tax benefits at December 31, 2019 $ 15,656 |
Summarized Quarterly Data (Un_2
Summarized Quarterly Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Data (Unaudited) | The table below presents unaudited quarterly data for fiscal 2019 and 2018 (in thousands, except for share and per share amounts): 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter 2019 Revenue $ 5 $ 17 $ 12 $ 9 Operating expenses 18,340 17,313 16,077 16,120 Operating loss (18,335 ) (17,296 ) (16,065 ) (16,111 ) Net loss (17,885 ) (16,682 ) (15,581 ) (15,641 ) Net loss per share - basic and diluted $ (0.22 ) $ (0.17 ) $ (0.16 ) $ (0.16 ) Shares used in calculating net loss per share - basic and diluted 81,261,302 98,594,355 98,331,695 98,419,166 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 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Accumulated deficit | $ (662,191) | $ (594,981) | |
Net cash used in operating activities | $ (61,362) | $ (63,381) | $ (48,780) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2010USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)Product | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | Nov. 30, 2015USD ($) | |
Accounting Policies [Line Items] | |||||||
Proceeds from exercise of stock options and warrants | $ 39,221,000 | $ 57,000 | $ 1,215,000 | ||||
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 | ||||||
Fair value inputs, transfers into or out of Level 1, 2 or 3 categories | $ 0 | 0 | 0 | ||||
Lease practical expedients package | true | ||||||
Operating lease, description | elected not to recognize right-of-use assets and lease liabilities for qualifying short-term leases with an initial lease term of 12 months or less at lease inception | ||||||
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 | ||||||
Operating lease right-of-use assets | $ 11,729,000 | 0 | $ 13,532,000 | ||||
Operating lease liabilities | 14,091,000 | ||||||
Property, plant and equipment, net | 60,501,000 | 76,885,000 | |||||
Liabilities | 22,444,000 | 35,944,000 | |||||
Accounting Standards Update 2016-02 | |||||||
Accounting Policies [Line Items] | |||||||
Operating lease right-of-use assets | 13,500,000 | ||||||
Operating lease liabilities | 16,400,000 | ||||||
Property, plant and equipment, net | 70,299,000 | ||||||
Accounting Standards Update 2016-02 | Accumulated Deficit | |||||||
Accounting Policies [Line Items] | |||||||
Build-to-suit related liabilities and assets adjust as accumulated deficit | (900,000) | ||||||
Accounting Standards Update 2016-02 | Difference between Lease Guidance in Effect before and after Topic 842 | |||||||
Accounting Policies [Line Items] | |||||||
Property, plant and equipment, net | (6,600,000) | ||||||
Liabilities | $ (5,700,000) | ||||||
Intrexon Corporation | |||||||
Accounting Policies [Line Items] | |||||||
Nonrefundable upfront payment | $ 400,000 | ||||||
Revenue recognized for milestone payment | $ 0 | 0 | 0 | ||||
Research and Development | |||||||
Accounting Policies [Line Items] | |||||||
Impairment charge/losses of long-lived assets | $ 900,000 | $ 0 | $ 0 | ||||
Minimum | |||||||
Accounting Policies [Line Items] | |||||||
Marketable securities original maturities | 3 months | ||||||
Minimum | California | |||||||
Accounting Policies [Line Items] | |||||||
Tax year open for examination | 2015 | ||||||
Minimum | Federal | |||||||
Accounting Policies [Line Items] | |||||||
Tax year open for examination | 2016 | ||||||
Maximum | California | |||||||
Accounting Policies [Line Items] | |||||||
Tax year open for examination | 2019 | ||||||
Maximum | Federal | |||||||
Accounting Policies [Line Items] | |||||||
Tax year open for examination | 2019 | ||||||
VIE | Minimum | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of ownership interest | 20.00% | ||||||
VIE | Maximum | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of ownership interest | 50.00% | ||||||
Chairman and Chief Executive Officer | |||||||
Accounting Policies [Line Items] | |||||||
Proceeds from exercise of stock options and warrants | $ 39,200,000 |
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, 2019 | |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 5,646,378 | 24,950,411 | 24,302,527 |
Employee Stock Option | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 4,506,950 | 6,493,250 | 5,693,250 |
Outstanding RSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 1,139,428 | 867,911 | 888,189 |
Outstanding Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 17,589,250 | 17,721,088 |
Financial Statement Details - P
Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Financial Statement Details [Abstract] | ||
Prepaid preclinical and clinical trial services - with related party (Note 9) | $ 1,021 | $ 0 |
Insurance premium financing asset | 757 | 339 |
Prepaid supplies - with related party (Note 9) | 467 | 532 |
Prepaid services | 440 | 230 |
Prepaid rent | 392 | 536 |
Prepaid insurance | 372 | 343 |
Prepaid equipment maintenance | 251 | 329 |
Interest receivable - marketable debt securities | 222 | 473 |
Prepaid license fees | 78 | 104 |
Insurance claim receivables | 34 | 10,882 |
Due from related parties | 47 | 90 |
Other | 24 | 42 |
Total prepaid expenses and other current assets | $ 4,105 | $ 13,900 |
Financial Statement Details -_2
Financial Statement Details - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 79,108 | $ 88,446 |
Accumulated depreciation | (18,607) | (11,561) |
Property, plant and equipment, net | 60,501 | 76,885 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 0 | 2,480 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 33,406 | 4,087 |
Buildings | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 22,690 | 59,356 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 21,434 | 20,878 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,195 | 1,264 |
Furniture And Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 383 | $ 381 |
Financial Statement Details - A
Financial Statement Details - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Financial Statement Details [Line Items] | |||
Depreciation expense related to property, plant and equipment | $ 8,400,000 | $ 7,300,000 | $ 3,300,000 |
Amortization expense | 600,000 | 2,300,000 | 2,300,000 |
Impairment loss on recognized investments | 0 | $ 0 | $ 0 |
Accounting Standards Update 2016-02 | |||
Financial Statement Details [Line Items] | |||
Reclassification of assets from buildings to leasehold improvements | 32,000,000 | ||
Derecognized build-to-suit lease assets | $ 6,600,000 |
Financial Statement Details - I
Financial Statement Details - Impact of Adoption of ASC 842 on Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | $ 79,108 | $ 88,446 | |
Accumulated depreciation | (18,607) | (11,561) | |
Property, plant and equipment, net | 60,501 | 76,885 | |
Leasehold Improvements | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | 33,406 | 4,087 | |
Buildings | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | $ 22,690 | $ 59,356 | |
Accounting Standards Update 2016-02 | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | $ 80,567 | ||
Accumulated depreciation | (10,268) | ||
Property, plant and equipment, net | 70,299 | ||
Accounting Standards Update 2016-02 | Restatement Adjustment | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | (7,879) | ||
Accumulated depreciation | 1,293 | ||
Property, plant and equipment, net | (6,586) | ||
Accounting Standards Update 2016-02 | Leasehold Improvements | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | 36,101 | ||
Accounting Standards Update 2016-02 | Leasehold Improvements | Restatement Adjustment | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | 32,014 | ||
Accounting Standards Update 2016-02 | Buildings | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | 19,463 | ||
Accounting Standards Update 2016-02 | Buildings | Restatement Adjustment | |||
Financial Statement Details [Line Items] | |||
Property, plant and equipment, gross | $ (39,893) |
Financial Statement Details -_3
Financial Statement Details - Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, net | $ 0 | $ 565 |
Technology License | ||
Finite Lived Intangible Assets [Line Items] | ||
Total intangible assets | 9,042 | 9,042 |
Less accumulated amortization | (9,042) | (8,477) |
Intangible assets, net | $ 0 | $ 565 |
Financial Statement Details - O
Financial Statement Details - Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Financial Statement Details [Abstract] | |||
Prepaid preclinical and clinical trial services - with related party (Note 9) | $ 4,075 | $ 0 | |
Restricted cash | 179 | 179 | $ 179 |
Security deposit | 113 | 113 | |
Prepaid rent | 0 | 1,205 | |
Other | 19 | 30 | |
Other Assets Noncurrent | $ 4,386 | $ 1,527 |
Financial Statement Details -_4
Financial Statement Details - Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Financial Statement Details [Abstract] | ||
Accrued bonus | $ 2,002 | $ 2,079 |
Accrued compensation | 1,064 | 943 |
Accrued professional and service fees | 975 | 912 |
Accrued laboratory equipment and supplies | 640 | 678 |
Accrued preclinical and clinical trial costs | 281 | 704 |
Accrued franchise, sales/use and property taxes | 200 | 250 |
Litigation settlement accruals | 0 | 12,000 |
Accrued construction costs | 0 | 3,341 |
Other | 181 | 197 |
Accrued Liabilities Current | $ 5,343 | $ 21,104 |
Financial Statement Details -_5
Financial Statement Details - Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Financial Statement Details [Abstract] | |||
Operating lease liability - current portion (including amounts with related parties, Note 9) | $ 3,206 | $ 2,960 | $ 0 |
Financing obligation - current portion | 757 | 965 | |
Deferred rent - current portion | 0 | 598 | |
Other | 18 | 104 | |
Other current liabilities | $ 3,981 | $ 1,667 |
Financial Statement Details -_6
Financial Statement Details - Investment Income, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Financial Statement Details [Abstract] | |||
Interest income | $ 1,643 | $ 2,317 | $ 4,225 |
Investment accretion income (amortization expense), net | 3 | (463) | (1,597) |
Net realized (losses) gains on investments | (4) | 3 | 37 |
Investment income, net | $ 1,642 | $ 1,857 | $ 2,665 |
Viracta Investment and Conver_2
Viracta Investment and Convertible Notes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | ||||||
Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2019 | May 31, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2017 | |
Schedule Of Investments [Line Items] | |||||||
Equity securities | $ 9,253 | $ 8,500 | $ 8,500 | ||||
2018 Note and Warrant Purchase Agreement | |||||||
Schedule Of Investments [Line Items] | |||||||
Equity securities | $ 9,300 | ||||||
Purchase of convertible note | $ 400 | $ 400 | |||||
Convertible note accrued interest rate | 8.00% | 8.00% | |||||
Debt instrument maturity date | 1 year | 1 year | |||||
2018 Note and Warrant Purchase Agreement | Common Stock | |||||||
Schedule Of Investments [Line Items] | |||||||
Warrants exercised to acquire shares | 253,120 | ||||||
2018 Note and Warrant Purchase Agreement | Series B Preferred Stock | |||||||
Schedule Of Investments [Line Items] | |||||||
Preferred stock value | $ 800 |
Financial Instruments Investm_3
Financial Instruments Investments in Debt Securities - Schedule of Investments in Debt Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | $ 37,642 | |
Available-for-sale, Unrealized Gains | 10 | |
Available-for-sale, Unrealized Losses | (11) | |
Available-for-sale, Fair Value | $ 37,641 | |
Available-for-sale, Weighted- Average Remaining Contractual Life | 3 months 18 days | |
Notes Receivable | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Held-to-maturity, Amortized Cost | $ 723 | |
Held-to-maturity, Unrealized Gains | 0 | |
Held-to-maturity, Unrealized Losses | 0 | |
Held-to-maturity, Fair Value | 723 | |
Current Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | $ 36,141 | 57,463 |
Available-for-sale, Unrealized Gains | 10 | 1 |
Available-for-sale, Unrealized Losses | (7) | (136) |
Available-for-sale, Fair Value | $ 36,144 | 57,328 |
Available-for-sale, Weighted- Average Remaining Contractual Life | 2 months 12 days | |
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 | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | $ 32,382 | 57,463 |
Available-for-sale, Unrealized Gains | 10 | 1 |
Available-for-sale, Unrealized Losses | (3) | (136) |
Available-for-sale, Fair Value | $ 32,389 | 57,328 |
Available-for-sale, Weighted- Average Remaining Contractual Life | 2 months 12 days | |
Current Assets | Foreign Government Bonds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | $ 1,007 | |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | 0 | |
Available-for-sale, Fair Value | $ 1,007 | |
Available-for-sale, Weighted- Average Remaining Contractual Life | 3 months 18 days | |
Current Assets | Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | $ 2,752 | |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | (4) | |
Available-for-sale, Fair Value | $ 2,748 | |
Available-for-sale, Weighted- Average Remaining Contractual Life | 6 months | |
Noncurrent Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | $ 1,501 | 5,823 |
Available-for-sale, Unrealized Gains | 0 | 0 |
Available-for-sale, Unrealized Losses | (4) | (122) |
Available-for-sale, Fair Value | $ 1,497 | 5,701 |
Available-for-sale, Weighted- Average Remaining Contractual Life | 1 year 8 months 12 days | |
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 | |
Noncurrent Assets | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | $ 1,501 | 3,067 |
Available-for-sale, Unrealized Gains | 0 | 0 |
Available-for-sale, Unrealized Losses | (4) | (76) |
Available-for-sale, Fair Value | $ 1,497 | 2,991 |
Available-for-sale, Weighted- Average Remaining Contractual Life | 1 year 8 months 12 days | |
Noncurrent Assets | Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale, Amortized Cost | 2,756 | |
Available-for-sale, Unrealized Gains | 0 | |
Available-for-sale, Unrealized Losses | (46) | |
Available-for-sale, Fair Value | $ 2,710 |
Financial Instruments Investm_4
Financial Instruments Investments in Debt Securities - Additional Information (Detail) - Security | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Maximum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, period of unrealized loss positions | 12 months | 12 months |
Minimum | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, period of unrealized loss positions | 12 months | 12 months |
Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Number of available-for-sale securities in unrealized loss positions | 14 |
Financial Instruments Investm_5
Financial Instruments Investments in Debt Securities - Accumulated Unrealized Losses on Debt Securities Classified as Available-for-Sale in Continuous Loss Position (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | $ 11,021 | $ 32,010 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (3) | (26) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 4,245 | 29,373 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | (8) | (232) |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 11,021 | 32,010 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | (3) | (26) |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 1,497 | 26,663 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | (4) | (186) |
Government Sponsored Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-Sale Investments, Less than 12 months, Estimated Fair Value | 0 | 0 |
Available-for-Sale Investments, Less than 12 months, Gross Unrealized Losses | 0 | 0 |
Available-for-Sale Investments, More than 12 months, Estimated Fair Value | 2,748 | 2,710 |
Available-for-Sale Investments, More than 12 months, Gross Unrealized Losses | $ (4) | $ (46) |
Financial Instruments Investm_6
Financial Instruments Investments in Debt Securities - Schedule of Realized Gains and Losses on Sales of Available-for-Sale Debt Securities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Securities Realized Gain Loss [Abstract] | |||
Available-for-sale Securities, Gross Realized Gains | $ 4 | $ 3 | $ 52 |
Available-for-sale Securities, Gross Realized Losses | (8) | 0 | (15) |
Available for Sale Securities, Net Realized Gains (Losses) | $ (4) | $ 3 | $ 37 |
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, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 53,149 | $ 79,850 |
Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 15,508 | 16,821 |
Current Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 32,389 | 57,328 |
Current Assets | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,007 | |
Current Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,748 | |
Noncurrent Assets | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,497 | 2,991 |
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 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 15,508 | 16,821 |
Level 1 | Current Assets | Cash and cash equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 15,508 | 16,821 |
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 | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 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 | 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 | |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 37,641 | 63,029 |
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 | 0 |
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 | 32,389 | 57,328 |
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 | 1,007 | |
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 | 2,748 | |
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 | 1,497 | 2,991 |
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 | |
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 | Foreign Government Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
Level 3 | Current Assets | Government Sponsored Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 0 | |
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 |
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, 2019USD ($)Patient | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2015USD ($) | 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 | 0 | 4,200 | 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 | ||||||
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) | Aug. 09, 2019USD ($) | Aug. 31, 2019 | Aug. 31, 2018USD ($) | Sep. 30, 2016USD ($)ft² | Jun. 30, 2016USD ($)ft²$ / ft² | Mar. 31, 2016ft² | Nov. 30, 2015USD ($)ft² | Jun. 30, 2015USD ($)ft² | Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)ft² | Jan. 01, 2019 |
Commitments And Contingencies [Line Items] | |||||||||||||
Litigation settlement amount | $ 12,000,000 | ||||||||||||
Attorney's fee to plaintiffs | $ 500,000 | ||||||||||||
Increase in operating lease right-of-use assets | $ 800,000 | ||||||||||||
Weighted average remaining lease term | 4 years 6 months | 5 years 4 months 24 days | |||||||||||
Weighted average discount rate | 9.00% | 9.00% | |||||||||||
Cash outflows from operating leases excluding variable lease cost | $ 4,400,000 | ||||||||||||
Period of agreement | elected not to recognize right-of-use assets and lease liabilities for qualifying short-term leases with an initial lease term of 12 months or less at lease inception | ||||||||||||
Rent expense | $ 2,800,000 | $ 2,700,000 | |||||||||||
Woburn, Massachusetts | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Increase in operating lease right-of-use assets | $ 600,000 | ||||||||||||
Number of square foot of facility leased | ft² | 8,153 | 7,893 | |||||||||||
Base rent - monthly | $ 19,000 | ||||||||||||
Initial term of lease arrangement | 48 months | ||||||||||||
Lease commencement date | Apr. 29, 2016 | ||||||||||||
Lease expiration date | May 31, 2020 | ||||||||||||
Addition to number of square foot of facility leased | ft² | 260 | ||||||||||||
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. Base rent for the initial term of the lease is $19,000 per month with a $1 per square foot annual increase on each anniversary date. | ||||||||||||
Optional extended lease term | 2 years | ||||||||||||
Lease agreement extended lease period | May 31, 2022 | ||||||||||||
Commitment; San Diego | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Number of square foot of facility leased | ft² | 44,700 | ||||||||||||
Base rent - monthly | $ 200,000 | ||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||
Initial term of lease arrangement | 7 years | ||||||||||||
NantBioScience | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
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 | ||||||||||||
Number of square foot of facility leased | ft² | 1,965 | ||||||||||||
Doug St, LLC | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Period of agreement | The lease runs from July 2016 through July 2023. We have the option to extend the lease for an additional three year term through July 2026. The monthly rent is $0.1 million with annual increases of 3% beginning in July 2017. | ||||||||||||
Optional extended lease term | 3 years | ||||||||||||
Base rent - monthly | $ 100,000 | ||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||
Annual percentage increases to base rent commencement date | Jul. 31, 2017 | ||||||||||||
Doug St, LLC | El Segundo California | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Number of square foot of facility leased | ft² | 24,250 | ||||||||||||
NantWorks | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Number of square foot of facility leased | ft² | 9,500 | ||||||||||||
Period of agreement | The license was effective in May 2015 and extends through December 2020. The monthly rent is $47,000, with annual increases of 3% beginning in January 2017. | ||||||||||||
Base rent - monthly | $ 47,000 | ||||||||||||
Percentage of annual increase of base rent | 3.00% | ||||||||||||
Annual percentage increases to base rent commencement date | Jan. 31, 2017 | ||||||||||||
Prepaid Expenses and Other Current Assets | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Insurance claim receivable | $ 34,000,000 | $ 10,900,000 | |||||||||||
Directors and Officers Insurance Policy | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Litigation settlement amount | 10,800,000 | ||||||||||||
Selling, General and Administrative | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Litigation settlement amount | $ 1,200,000 | ||||||||||||
Operating Expenses | |||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||
Operating lease expense | 5,100,000 | ||||||||||||
Variable lease costs | $ 1,200,000 |
Commitment and Contingencies _2
Commitment and Contingencies - Schedule of Lease Balances (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Assets And Liabilities Lessee [Abstract] | |||
Operating lease right-of-use assets, net | $ 11,729 | $ 13,532 | $ 0 |
Other current liabilities | 3,206 | 2,960 | 0 |
Operating lease liability, less current portion | $ 10,885 | $ 13,407 | $ 0 |
Commitment and Contingencies _3
Commitment and Contingencies - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2020 | $ 4,271 |
2021 | 3,753 |
2022 | 3,671 |
2023 | 2,546 |
2024 | 1,083 |
Thereafter | 1,729 |
Total future minimum lease payments | 17,053 |
Less: Interest | 2,962 |
Present value of operating lease liabilities | $ 14,091 |
Commitment and Contingencies _4
Commitment and Contingencies - Summary of Future Minimum Lease Payments (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Operating lease payments related to options to extend lease terms | $ 3.3 |
Related Party Agreements - Addi
Related Party Agreements - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | 50 Months Ended | ||||||||||||||
Oct. 31, 2019USD ($) | Jul. 31, 2019USD ($) | May 31, 2019USD ($) | Nov. 30, 2018USD ($)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, 2019USD ($)Officershares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)ft²shares | Dec. 31, 2019USD ($)Officershares | |
Related Party Transaction [Line Items] | |||||||||||||||||
Repurchase of common stock, shares | shares | 138,349 | 473,586 | 138,349 | 3,633,610 | 6,403,489 | ||||||||||||
Repurchase of common stock, value | $ 200,000 | $ 501,000 | $ 228,000 | $ 15,227,000 | |||||||||||||
Research and development | 49,785,000 | 55,718,000 | 42,044,000 | ||||||||||||||
Due to related parties | 486,000 | 1,696,000 | $ 486,000 | ||||||||||||||
Selling, general and administrative expense | 18,065,000 | 42,718,000 | 57,121,000 | ||||||||||||||
Proceeds from sales of property, plant and equipment | 0 | 412,000 | 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 | 10,000 | 300,000 | |||||||||||||||
Due to related parties | 0 | 49,300 | 0 | ||||||||||||||
Immuno-Oncology Clinic, Inc. | California | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | 1,100,000 | 2,700,000 | 800,000 | ||||||||||||||
Due to related parties | $ 100,000 | 600,000 | $ 100,000 | ||||||||||||||
Number of officers | Officer | 1 | 1 | |||||||||||||||
Initial term of agreement | 1 year | ||||||||||||||||
Estimated cost for new agreement with clinic | $ 7,500,000 | ||||||||||||||||
Related party transaction installment payment | $ 1,875,000 | 3,750,000 | |||||||||||||||
Prepayments remain unearned extension description | To the extent any portion of the prepayments remain unearned by the Clinic on the third anniversary of the new agreement, we may elect at our sole discretion either to (i) not extend the term of the new agreement and have the Clinic reimburse us for the total amount of any remaining unused portion of the prepayments, or (ii) extend the term of the new agreement for up to three additional one year periods, at which time the Clinic will reimburse us for the total amount of any remaining unused portion of the prepayments plus interest if reimbursement is not made within 60 days of expiration. | ||||||||||||||||
Notice period to terminate new agreement | 60 days | ||||||||||||||||
Prepaid balance included in prepaid expenses and other current assets and other assets | $ 5,100,000 | $ 5,100,000 | |||||||||||||||
Related party transaction, aggregate value | $ 7,500,000 | ||||||||||||||||
Tensorcom, Inc | San Diego California | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Period of agreement | The lease ran from May 1, 2017 through April 30, 2018. | ||||||||||||||||
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 | |||||||||||||||
Doug St, LLC | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Period of agreement | The lease runs from July 2016 through July 2023. | ||||||||||||||||
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] | |||||||||||||||||
Lease expense | 900,000 | 200,000 | 200,000 | ||||||||||||||
Doug St, LLC | El Segundo California | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Number of square foot of facility leased | ft² | 24,250 | ||||||||||||||||
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 | $ 600,000 | ||||||||||||||
Estimated cost for new agreement with clinic | $ 1,400,000 | ||||||||||||||||
Number of square foot of facility leased | ft² | 1,965 | ||||||||||||||||
Related party transaction,reimbursement payment to a related-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 | ||||||||||||||||
Research and development expense, ratable payment period | 12 months | ||||||||||||||||
Prepayment for services amount | $ 600,000 | $ 600,000 | $ 600,000 | $ 600,000 | |||||||||||||
NantBioScience | Prepaid Expenses and Other Current Assets | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | $ 100,000 | 100,000 | |||||||||||||||
Due between parties | 8,400 | 49,000 | 8,400 | ||||||||||||||
NantBioScience | Other Income | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Sublease revenue recognized | 100,000 | 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 | ||||||||||||||||
NantWorks | Shared Services Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | 1,500,000 | 3,300,000 | 3,200,000 | ||||||||||||||
Selling, general and administrative expense | 2,100,000 | 2,800,000 | 3,600,000 | ||||||||||||||
NantWorks | Reimbursements | Shared Services Agreement | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | 2,300,000 | 2,600,000 | 1,000,000 | ||||||||||||||
Due to related parties | 400,000 | 1,100,000 | 400,000 | ||||||||||||||
Selling, general and administrative expense | 1,200,000 | 600,000 | 400,000 | ||||||||||||||
NantWorks | Research and Development | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Lease expense | 600,000 | 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 | 100,000 | ||||||||||||||
Due to related parties | 0 | 24,000 | 0 | ||||||||||||||
ImmunityBio | |||||||||||||||||
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 | 300,000 | ||||||||||||||
Due between parties | 0 | 0 | 0 | ||||||||||||||
Proceeds from sales of property, plant and equipment | 300,000 | ||||||||||||||||
Loss on disposal of assets | $ 100,000 | ||||||||||||||||
Related parties, capitalized equipment amount | 1,800,000 | 1,100,000 | |||||||||||||||
Prepaid expenses and other current assets | 500,000 | 500,000 | $ 500,000 | ||||||||||||||
VivaBioCell S.p.A. | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Research and development | 0 | 100,000 | 600,000 | ||||||||||||||
Altor | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Supplies and milestone charges for conducting clinical trials | $ 0 | $ 0 | $ 0 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | 50 Months Ended | |||
Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Nov. 30, 2015 | |
Equity [Abstract] | ||||||
Total amount authorized for repurchase | $ 50,000,000 | |||||
Repurchase of common stock, shares | 138,349 | 473,586 | 138,349 | 3,633,610 | 6,403,489 | |
Repurchase of common stock excluding commissions, value | $ 500,000 | $ 200,000 | $ 15,200,000 | $ 31,700,000 | ||
Broker commissions on repurchases | 100,000 | |||||
Remaining authorized repurchase amount | $ 18,300,000 | $ 18,300,000 | ||||
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 | 98,460,404 | 79,087,734 | 98,460,404 | |||
Common stock, shares outstanding | 98,460,404 | 79,087,734 | 98,460,404 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Shares Reserved for Issuance (Detail) | Dec. 31, 2019shares |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 5,646,378 |
Outstanding Stock Options | |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 4,506,950 |
Outstanding RSUs | |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 1,139,428 |
Outstanding Warrants | |
Class Of Stock [Line Items] | |
Total shares reserved for future issuance | 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Mar. 31, 2014 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Proceeds from exercises of warrants | $ 35.2 | $ 0.1 | $ 0.1 | ||
2015 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock reserved for future grants | 4,300,000 | ||||
Additional Shares that may be added to shares reserved for issuance | 2,300,000 | ||||
Employee Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options, vested and exercisable | 5,577,531 | 5,114,656 | |||
Aggregate intrinsic value of stock options exercised | $ 0.2 | $ 0.6 | $ 1.7 | ||
Cash received from exercised options | $ 4.1 | $ 0 | $ 1.2 | ||
Shares granted to employee | 0 | 0 | |||
Unrecognized compensation cost related to non-vested stock options | $ 1.1 | ||||
Weighted-average period for recognition | 2 years 8 months 12 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 | ||||
Employee Stock Option | 2015 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional common shares reserved for future issuance | 3,000,000 | ||||
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 | 9 months 18 days | ||||
Grants of restricted stock | 0 | 90,906 | 77,250 | ||
Unrecognized compensation cost related to non-vested stock options | $ 0.1 | ||||
Outstanding RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average period for recognition | 1 year 8 months 12 days | ||||
Grants of restricted stock | 749,793 | 487,472 | 615,983 | ||
Unrecognized compensation cost related to non-vested stock options | $ 1.4 | ||||
Employee Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted-average period for recognition | 1 year 9 months 18 days | ||||
Unrecognized compensation cost related to non-vested stock options | $ 1.3 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 2,627 | $ 23,382 | $ 36,997 |
Warrants For Common Stock | Officer | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 0 | 17,817 | 31,584 |
Employee Stock Option | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,309 | 4,057 | 4,267 |
Employee RSUs | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 938 | 1,193 | 894 |
Non-employee RSUs | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 380 | 315 | 252 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 499 | 460 | 102 |
Selling, General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 2,128 | $ 22,922 | $ 36,895 |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | ||||
Stock Options, Beginning Balance | 6,493,250 | 5,693,250 | 6,307,386 | |
Stock Options, Options exercised | (1,986,300) | (614,136) | ||
Stock Options, Options granted | 800,000 | |||
Stock Options, Ending Balance | 4,506,950 | 6,493,250 | 5,693,250 | 6,307,386 |
Stock Options, Vested and Exercisable | 3,973,614 | |||
Weighted Average Exercise Price | ||||
Weighted Average Exercise Price, Outstanding Beginning balance | $ 7.14 | $ 7.71 | $ 7.14 | |
Weighted Average Exercise Price, Options exercised | 2.06 | 1.88 | ||
Weighted Average Exercise Price, Options granted | 3.07 | |||
Weighted Average Exercise Price, Outstanding Ending balance | 9.37 | $ 7.14 | $ 7.71 | $ 7.14 |
Weighted Average Exercise Price, Vested and Exercisable | $ 10.22 | |||
Aggregate Intrinsic Value | ||||
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ 563 | $ 11,920 | $ 19,100 | |
Aggregate Intrinsic Value, Outstanding, Ending balance | 5,710 | $ 563 | $ 11,920 | $ 19,100 |
Aggregate Intrinsic Value, Vested and Exercisable | $ 5,326 | |||
Weighted Average Remaining Contractual Life | ||||
Weighted Average Remaining Contractual Life, Outstanding | 5 years 9 months 18 days | 4 years 9 months 18 days | 5 years 3 months 18 days | 6 years 4 months 24 days |
Weighted Average Remaining Contractual Life, Vested and Exercisable | 5 years 6 months |
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, 2019$ / sharesshares | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | 4,506,950 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 years 9 months 18 days |
Options Outstanding, Number Exercisable | 3,973,614 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 years 6 months |
$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) | 4 years 10 months 24 days |
Options Outstanding, Number Exercisable | 589,660 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 4 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) | 5 years |
Options Outstanding, Number Exercisable | 699,060 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 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) | 5 years 1 month 6 days |
Options Outstanding, Number Exercisable | 962,780 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 years 1 month 6 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) | 8 years 8 months 12 days |
Options Outstanding, Number Exercisable | 266,664 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 8 years 8 months 12 days |
$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) | 5 years 7 months 6 days |
Options Outstanding, Number Exercisable | 1,455,450 |
Options Outstanding, Weighted- Average Remaining Contractual Life (in years) | 5 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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Unvested, Beginning balance | 867,911 | 888,189 | 814,456 |
Number of Shares, Granted | 749,793 | 487,472 | 615,983 |
Number of Shares, Vested | (395,051) | (172,330) | (244,209) |
Number of Shares, Forfeited/Canceled | (83,225) | (335,420) | (298,041) |
Number of Shares, Unvested, Ending balance | 1,139,428 | 867,911 | 888,189 |
Weighted-Average Grant Date Fair Value, Unvested, beginning balance | $ 6.69 | $ 8.14 | $ 13.98 |
Weighted-Average Grant Date Fair Value, Granted | 1.12 | 3.57 | 4.50 |
Weighted-Average Grant Date Fair Value, Vested | 8.83 | 6.16 | 15.82 |
Weighted-Average Grant Date Fair Value, Forfeited/Canceled | 7.29 | 6.27 | 10.28 |
Weighted-Average Grant Date Fair Value, Unvested, ending balance | $ 2.23 | $ 6.69 | $ 8.14 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Warrant Activity (Detail) - Outstanding Warrants - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant [Line Items] | |||
Number of shares Warrants, Beginning Balance | 17,589,250 | 17,721,088 | 17,768,314 |
Number of shares Warrants exercised | (17,589,250) | (93,254) | (47,226) |
Number of shares Warrants expired | (38,584) | ||
Number of shares Warrants, Ending Balance | 0 | 17,589,250 | 17,721,088 |
Number of shares Warrants, Vested and exercisable Ending Balance | 0 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
U.S. loss before taxes | $ (65,286) | $ (94,423) | $ (94,734) |
Foreign loss before taxes | (600) | (2,306) | (2,182) |
Loss before income taxes | $ (65,886) | $ (96,729) | $ (96,916) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 3 | 3 | 4 |
Foreign | 0 | 0 | 0 |
Total Current | 3 | 3 | 4 |
Deferred: | |||
Federal | (79) | 0 | 0 |
State | (21) | (8) | 0 |
Foreign | 0 | (498) | (497) |
Total Deferred | (100) | (506) | (497) |
Income tax benefit | $ (97) | $ (503) | $ (493) |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 78,377 | $ 61,915 |
Stock compensation | 8,536 | 79,281 |
Operating lease liabilities | 3,884 | 0 |
Depreciation and amortization | 2,042 | 0 |
Tax credits | 898 | 845 |
Accrued compensation | 775 | 795 |
Leases and other accrued liabilities | 453 | 2,909 |
Accrued legal expenses | 0 | 308 |
Total deferred tax assets | 94,965 | 146,053 |
Deferred tax liabilities: | ||
Foreign intangibles | 0 | (1) |
Operating lease right-of-use assets | (3,233) | 0 |
Depreciation and amortization | 0 | (1,279) |
Total deferred tax liabilities | (3,233) | (1,280) |
Net deferred tax assets | 91,732 | 144,773 |
Valuation allowance | (91,732) | (144,773) |
Net deferred tax liability | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Tax computed at federal statutory rate | 21.00% | 21.00% | 34.00% |
State income taxes, net of federal tax benefit | (19.40%) | 6.20% | 5.30% |
Tax rate adjustment | 0.10% | (0.30%) | 4.80% |
Tax Cuts and Jobs Act | 0.00% | 0.00% | (53.40%) |
Research and development credits | 0.20% | 0.10% | 0.60% |
Stock-based compensation | (82.50%) | (0.10%) | (0.30%) |
Other | (0.10%) | 0.30% | 0.80% |
Valuation allowance | 80.50% | (26.70%) | 8.70% |
Effective income tax rate | (0.20%) | 0.50% | 0.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax [Line Items] | |||
Corporate tax rate | 21.00% | 21.00% | 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 | 91,732,000 | $ 144,773,000 | |
Deferred tax assets change in valuation allowance | 53,000,000 | ||
Tax benefits credited to contributed capital | 200,000 | ||
Unrecognized tax benefits that would not impact effective tax rate | 14,100,000 | ||
California | Research Tax Credits | |||
Income Tax [Line Items] | |||
Tax credit carryforwards | 5,700,000 | ||
Federal | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 291,800,000 | ||
Net operating loss carryforwards expiration date | 2024 | ||
Federal | Research Tax Credits | |||
Income Tax [Line Items] | |||
Tax credit carryforwards | $ 8,500,000 | ||
Tax credit carryforward expiration period | 2034 | ||
State | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 255,700,000 | ||
Net operating loss carryforwards expiration date | 2030 | ||
State | Research Tax Credits | |||
Income Tax [Line Items] | |||
Tax credit carryforward expiration period | 2031 | ||
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 | 2019 | ||
Maximum | Federal | |||
Income Tax [Line Items] | |||
Tax year open for examination | 2019 | ||
Minimum | California | |||
Income Tax [Line Items] | |||
Tax year open for examination | 2015 | ||
Minimum | Federal | |||
Income Tax [Line Items] | |||
Tax year open for examination | 2016 |
Income Taxes - Summarizes of Ch
Income Taxes - Summarizes of Changes in Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits at beginning balance | $ 11,983 | $ 6,577 |
Increase for prior year tax positions | 798 | |
Decrease for prior year tax positions | (7) | |
Increase for current year tax positions | 3,680 | 4,608 |
Unrecognized tax benefits at ending balance | $ 15,656 | $ 11,983 |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenue | $ 9 | $ 12 | $ 17 | $ 5 | $ 7 | $ 31 | $ 4 | $ 5 | $ 43 | $ 47 | $ 45 |
Operating expenses | 16,120 | 16,077 | 17,313 | 18,340 | 17,726 | 24,139 | 28,282 | 28,289 | 67,850 | 98,436 | 99,165 |
Operating loss | (16,111) | (16,065) | (17,296) | (18,335) | (17,719) | (24,108) | (28,278) | (28,284) | (67,807) | (98,389) | (99,120) |
Net loss | $ (15,641) | $ (15,581) | $ (16,682) | $ (17,885) | $ (17,340) | $ (23,635) | $ (27,732) | $ (27,519) | $ (65,789) | $ (96,226) | $ (96,423) |
Net loss per share - basic and diluted | $ (0.16) | $ (0.16) | $ (0.17) | $ (0.22) | $ (0.22) | $ (0.30) | $ (0.35) | $ (0.35) | $ (0.70) | $ (1.22) | $ (1.20) |
Shares used in calculating net loss per share - basic and diluted | 98,419,166 | 98,331,695 | 98,594,355 | 81,261,302 | 79,177,962 | 79,204,765 | 79,107,208 | 79,036,614 | 94,210,087 | 79,132,220 | 80,583,910 |
Employee Benefits - Additional
Employee Benefits - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employee benefit plan, company contributions | $ 0.6 | $ 0.5 | $ 0.4 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 29, 2020 | |
Subsequent Event [Line Items] | ||||
Research and development (including amounts with related parties) | $ 49,785 | $ 55,718 | $ 42,044 | |
Collaborative Arrangement | ||||
Subsequent Event [Line Items] | ||||
Research and development (including amounts with related parties) | $ 100 | |||
Collaborative Arrangement | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Expect joint study cost | $ 2,100 |