Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Entity Central Index Key | 0001846253 |
Entity Registrant Name | OMNIAB, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Primary SIC Number | 8731 |
Entity Tax Identification Number | 98-1584818 |
Contact Personnel Name | Matthew W. Foehr |
Entity Address, Address Line One | 5980 Horton Street |
Entity Address, Address Line Two | Suite 600 |
Entity Address, State or Province | CA |
Entity Address, City or Town | Emeryville |
Entity Address, Postal Zip Code | 94608 |
City Area Code | 510 |
Local Phone Number | 250-7800 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | POST-EFFECTIVE AMENDMENT NO. 2 |
CONSOLIDATED AND COMBINED BALAN
CONSOLIDATED AND COMBINED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 33,390 | $ 0 |
Short-term investments | 54,875 | 0 |
Accounts receivable, net | 30,290 | 21,136 |
Prepaid expenses and other current assets | 6,395 | 1,406 |
Total current assets | 124,950 | 22,542 |
Intangible assets, net | 167,242 | 176,321 |
Goodwill | 83,979 | 83,979 |
Property and equipment, net | 19,979 | 6,795 |
Operating lease right-of-use assets | 21,483 | 13,332 |
Other long-term assets | 3,579 | 1,496 |
Total assets | 421,212 | 304,465 |
Current liabilities: | ||
Accounts payable | 2,971 | 2,924 |
Accrued expenses and other current liabilities | 5,557 | 3,747 |
Income tax payable | 3,485 | 0 |
Current contingent liabilities | 4,022 | 2,538 |
Current deferred revenue | 8,207 | 10,790 |
Current operating lease liabilities | 1,780 | 578 |
Total current liabilities | 26,022 | 20,577 |
Long-term contingent liabilities | 4,089 | 4,826 |
Deferred income taxes, net | 21,341 | 21,962 |
Long-term operating lease liabilities | 24,016 | 13,272 |
Long-term deferred revenue | 4,325 | 9,226 |
Other long-term liabilities | 46 | 295 |
Total liabilities | 79,839 | 70,158 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized; no shares issued and outstanding at December 31, 2022; no shares authorized, issued and outstanding at December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 115,218,229 shares issued and outstanding at December 31, 2022; no shares authorized, issued and outstanding at December 31, 2021 | 12 | 0 |
Additional paid-in capital | 330,100 | 0 |
Accumulated other comprehensive income | 9 | 0 |
Retained earnings | 11,252 | 0 |
Parent company net investment | 0 | 234,307 |
Total stockholders' equity | 341,373 | 234,307 |
Total liabilities and stockholders' equity | $ 421,212 | $ 304,465 |
CONSOLIDATED AND COMBINED BAL_2
CONSOLIDATED AND COMBINED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value, (dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common shares, par value, (dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 1,000,000,000 | 0 |
Common shares, shares issued (in shares) | 115,218,229 | 0 |
Common shares, shares outstanding (in shares) | 115,218,229 | 0 |
CONSOLIDATED AND COMBINED STATE
CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Total revenues | $ 59,077 | $ 34,748 |
Operating costs and expenses: | ||
Research and development | 48,364 | 39,232 |
General and administrative | 24,903 | 16,947 |
Amortization of intangibles | 13,050 | 12,968 |
Other operating (income) expense, net | (592) | 1,210 |
Total operating expenses | 85,725 | 70,357 |
Loss from operations | (26,648) | (35,609) |
Other income (expense): | ||
Interest income | 587 | 0 |
Interest expense | 0 | (7) |
Other income, net | 0 | 1,266 |
Total other income, net | 587 | 1,259 |
Loss before income tax | (26,061) | (34,350) |
Income tax benefit | $ 3,727 | $ 7,308 |
Net loss per share, basic (dollars per share) | $ (0.26) | $ (0.33) |
Net loss per share, diluted (dollars per share) | $ (0.26) | $ (0.33) |
Weighted-average shares outstanding, basic (in shares) | 85,318,000 | 82,611,789 |
Weighted-average shares outstanding, diluted (in shares) | 85,318,000 | 82,612,000 |
Net loss | $ (22,334) | $ (27,042) |
Unrealized net gain on available-for-sale securities | 9 | 0 |
Comprehensive loss | (22,325) | (27,042) |
License and milestone revenue | ||
Revenues: | ||
Total revenues | 38,926 | 14,664 |
Service revenue | ||
Revenues: | ||
Total revenues | 18,784 | 20,084 |
Royalty revenue | ||
Revenues: | ||
Total revenues | $ 1,367 | $ 0 |
CONSOLIDATED AND COMBINED STA_2
CONSOLIDATED AND COMBINED STATEMENT OF STOCKHOLDER'S EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated other comprehensive income (loss) | Retained earnings | Parent company net investment |
Beginning balance at Dec. 31, 2020 | $ 235,537 | $ 235,537 | ||||
Net loss | (27,042) | (27,042) | ||||
Parent allocation of shared-based compensation | 15,065 | 15,065 | ||||
Net transfers from parent company | 10,747 | 10,747 | ||||
Unrealized net gain on available-for-sale securities | 0 | |||||
Ending balance, in shares at Dec. 31, 2021 | 0 | |||||
Ending balance at Dec. 31, 2021 | 234,307 | $ 0 | $ 0 | $ 0 | $ 0 | 234,307 |
Net loss | (22,334) | 11,252 | (33,586) | |||
Parent allocation of shared-based compensation | 14,444 | 14,444 | ||||
Net transfers from parent company | 15,047 | 15,047 | ||||
Consummation of Separation transaction (in shares) | 97,611,032 | |||||
Consummation of Separation transaction | 0 | $ 10 | 230,202 | (230,212) | ||
Issuance of Common Stock upon Business Combination (in shares) | 17,209,070 | |||||
Issuance of common stock upon Business Combination, net of transaction costs | 95,769 | $ 2 | 95,767 | |||
Issuance of common stock under employee stock compensation plans, net (in shares) | 398,127 | |||||
Issuance of common stock under employee stock compensation plans, net of tax | 253 | 253 | ||||
Share-based compensation | 3,878 | 3,878 | ||||
Unrealized net gain on available-for-sale securities | 9 | 9 | ||||
Ending balance, in shares at Dec. 31, 2022 | 115,218,229 | |||||
Ending balance at Dec. 31, 2022 | $ 341,373 | $ 12 | $ 330,100 | $ 9 | $ 11,252 | $ 0 |
CONSOLIDATED AND COMBINED STA_3
CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net loss | $ (22,334) | $ (27,042) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 18,249 | 16,252 |
Share-based compensation | 18,322 | 15,065 |
Deferred income taxes, net | (6,419) | (7,325) |
Short-term investments gain | 0 | (1,265) |
Change in estimated fair value of contingent liabilities | (592) | 1,210 |
Other operating activities | 20 | 64 |
Changes in operating assets and liabilities, net | ||
Accounts receivable, net | (12,737) | 6,019 |
Prepaid expenses and other current assets | (4,714) | (632) |
Other long-term assets | (788) | 1,454 |
Accounts payable, accrued expenses, and other current liabilities | 15,068 | 1,513 |
Operating lease liabilities | 1,810 | (3,255) |
Deferred revenue | (9,489) | (6,717) |
Other long-term liabilities | 17 | (1,013) |
Net cash used in operating activities | (3,587) | (5,672) |
Investing activities | ||
Purchases of property and equipment | (17,168) | (4,070) |
Purchases of short-term investments | (54,775) | 0 |
Proceeds from sale of short-term investments | 70 | 1,265 |
Payments to CVR holders | (1,440) | (720) |
Other investing activities | 0 | (500) |
Net cash used in investing activities | (73,313) | (4,025) |
Financing activities | ||
Proceeds from consummation of separation transaction | 1,842 | 0 |
Proceeds from issuance of common stock in Business Combination | 96,242 | 0 |
Proceeds from issuance of common stock from stock plans, net | 435 | 0 |
Payments to CVR holders | (2,025) | (1,050) |
Net transfer from parent | 14,245 | 10,747 |
Net cash provided by financing activities | 110,739 | 9,697 |
Net increase in cash, cash equivalents, and restricted cash | 33,839 | 0 |
Cash, cash equivalents and restricted cash at beginning of year | 0 | 0 |
Cash, cash equivalents and restricted cash at end of year | 33,839 | 0 |
Supplemental cash flow information: | ||
Right-of-use assets obtained in exchange for lease obligations: | 10,136 | 14,515 |
Deferred revenue recorded in accounts receivable | 942 | 11,344 |
Supplemental non-cash investing and financing activities: | ||
Purchase of fixed assets recorded in accounts payable | 22 | 1,231 |
Intangible additions recorded in contingent liabilities | 4,804 | 720 |
Transaction cost recorded in accounts payable | $ 473 | $ 0 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Description of Business OmniAb, Inc. (“OmniAb” or the “Company”, formerly known as Avista Public Acquisition Corp. II (“APAC”)) is a biotechnology company with a Biological Intelligence powered multi-species antibody platform for the discovery of mono and bispecific therapeutic human antibodies. The Company primarily derives revenue from license fees for technology access, milestones from partnered programs and service revenue from research programs. Separation and Business Combination On November 1, 2022 (the “Closing Date”), the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand” or the “Parent”), OmniAb Operations, Inc., a Delaware corporation and wholly-owned subsidiary of Ligand (“Legacy OmniAb”, formerly known as OmniAb, Inc. and, together with Ligand, collectively, the “Companies”), and Orwell Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of APAC (“Merger Sub”), consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 23, 2022. In connection with, and as contemplated by, the Merger Agreement, on November 1, 2022, in accordance with the terms of the Separation and Distribution Agreement, dated as of March 23, 2022, by and among APAC, Ligand and Legacy OmniAb (the “Separation Agreement”), Ligand transferred the Legacy OmniAb business, including certain related subsidiaries of Ligand, to Legacy OmniAb and made a contribution to the capital of Legacy OmniAb of $1.8 million, after deducting certain transaction and other expenses reimbursable by Legacy OmniAb (the “Separation”). Following the Separation, as contemplated by the Separation Agreement, Ligand distributed on a pro rata basis to its stockholders all of the shares of common stock, par value $0.001 per share, of Legacy OmniAb (“Legacy OmniAb Common Stock”) held by Ligand, such that each holder of shares of common stock, par value $0.001 per share, of Ligand (“Ligand Common Stock”) was entitled to receive one share of Legacy OmniAb Common Stock for each share of Ligand Common Stock held by such holder as of the record date for the distribution, October 26, 2022 (the “Distribution”). Following the Separation and Distribution, on November 1, 2022, Merger Sub merged with and into Legacy OmniAb, with Legacy OmniAb surviving as a direct, wholly owned subsidiary of OmniAb (the “Business Combination”). See Note 4 – Business Combination, for further details. The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, APAC was treated as the acquired company and Legacy OmniAb was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the reverse recapitalization was treated as the equivalent of Legacy OmniAb issuing stock for the net assets of APAC, accompanied by a recapitalization. The consolidated and combined assets, liabilities and results of operations prior to the Business Combination are those of Legacy OmniAb, and the assets, liabilities and results of operations of APAC were consolidated with Legacy OmniAb beginning on the Closing Date. The net assets of APAC are stated at historical cost, with no goodwill or other intangible assets recorded. Legacy OmniAb was determined to be the accounting acquirer based on the following predominant factors: • Legacy OmniAb’s existing stockholders have the greatest voting interest in the Company with approximately 85% of the voting interest; • Legacy OmniAb nominated a majority of the initial members of the Company’s board of directors; • Legacy OmniAb’s senior management is the senior management of the Company; • Legacy OmniAb is the larger entity based on historical operating activity and has the larger employee base; and • The post-combination company assumed a Legacy OmniAb branded name: “OmniAb, Inc.” Basis of Presentation The Company’s accompanying consolidated and combined financial statements have been prepared in accordance with U.S. GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as included in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Certain prior period amounts in the consolidated and combined financial statements have been reclassified to conform to the current period presentation. Periods prior to Separation The accompanying combined financial statements for periods prior to the Separation have been prepared on a stand-alone basis and are derived from Ligand’s consolidated financial statement accounting records. The operations comprising Legacy OmniAb were in various legal entities wholly owned by Ligand. Accordingly, Ligand’s net investment in these operations is shown in lieu of stockholder’s equity in the combined financial statements. Legacy OmniAb comprised certain stand-alone legal entities for which discrete financial information was available. As Ligand recorded transactions at the legal entity level, allocation methodologies were applied to certain accounts to allocate amounts to Legacy OmniAb, as discussed further below. Legacy OmniAb entities were under the common control of Ligand as a result of, among other factors, Ligand’s ownership. As the entities were under common control, the financial statements report the financial position, results of operations and cash flows of Legacy OmniAb as though the transfer of net assets and equity interests had occurred as of January 2016. Transactions between Ligand and Legacy OmniAb were accounted through Parent company net investment in Legacy OmniAb. The total net effect of the settlement of these intercompany transactions is reflected in Legacy OmniAb’s combined balance sheets as Parent company net investment in Legacy OmniAb. All significant intercompany transactions with Ligand are deemed to have been paid in the period the costs were incurred. Expenses related to corporate allocations from Ligand to Legacy OmniAb were considered to be effectively settled for cash in the combined financial statements at the time the transaction was recorded. The combined financial statements include all revenues, expenses, assets and liabilities directly associated with the business activity of Legacy OmniAb as well as an allocation of certain general and administrative expenses related to facilities, functions and services provided by Ligand. These corporate expenses have been allocated to Legacy OmniAb based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or a percentage of total operating expenses or other measures that management believes are consistent and reasonable. See Note 3 – Relationship with Parent and Related Entities. Ligand maintains various share-based compensation plans at a corporate level. Legacy OmniAb employees participated in those programs, and a portion of the compensation cost associated with those plans are included in Legacy OmniAb’s combined statements of operations and Parent company net investment. The amounts presented in the combined financial statements are not necessarily indicative of future awards and may not reflect the results that Legacy OmniAb would have experienced as a stand-alone entity. See Note 3 – Relationship with Parent and Related Entities for additional discussion. All of the allocations and estimates in the combined financial statements are based on assumptions that management believes are reasonable. However, the combined financial statements included herein may not be indicative of the financial position, results of operations and cash flows of Legacy OmniAb in the future or if Legacy OmniAb had been a separate, stand-alone publicly traded entity during the periods presented. Periods after the Separation Following the Separation, the Company began accounting for its financial activities as an independent entity. The Company’s financial statements as of December 31, 2022 and for the period from November 1, 2022 through December 31, 2022 are based on the reported results of OmniAb as a standalone company. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts within the Company have been eliminated. Separation-related adjustments Pursuant to the Separation Agreement, certain accounts receivables, accounts payables, and accrued liabilities included in Legacy OmniAb’s combined balance sheets immediately prior to the Separation were retained by Ligand, and therefore, were adjusted through net parent investment in Legacy OmniAb’s combined financial statements. In addition, in connection with the Separation, certain equity awards were converted in accordance with the Employee Matters Agreement, as further described in Note 11 – Share-Based Compensation. As a standalone entity, the Company will file tax returns on its own behalf, and tax balances and the effective income tax rate may differ from the amounts reported in the historical periods. The difference between the tax attributes the Company historically calculated on a carve-out paid-in-capital. The following represents the impact of these Separation-related adjustments to the Company’s balance sheet following the Separation on November 1, 2022: (in thousands) As of Separation-Related As of ASSETS Current assets: Cash and cash equivalents $ 1,842 $ 96,242 $ 98,084 Accounts receivable, net 5,541 (5,541 ) — Prepaid expenses and other current assets 2,220 — 2,220 Total current assets 9,603 90,701 100,304 Deferred income taxes, net 167 (167 ) — Intangible assets, net 166,182 — 166,182 Goodwill 83,979 — 83,979 Property and equipment, net 19,888 19 19,907 Operating lease right-of-use 21,290 — 21,290 Other long-term assets 1,448 — 1,448 Total assets $ 302,557 $ 90,553 $ 393,110 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 8,569 $ (8,096 ) $ 473 Accrued expenses and other current liabilities 3,381 (3,356 ) 25 Current contingent liabilities 1,569 — 1,569 Current deferred revenue 8,582 — 8,582 Current operating lease liabilities 1,611 — 1,611 Total current liabilities 23,712 (11,452 ) 12,260 Long-term contingent liabilities 4,175 — 4,175 Deferred income taxes, net 15,136 5,731 20,867 Long-term operating lease liabilities 24,822 — 24,822 Long-term deferred revenue 5,004 — 5,004 Other long-term liabilities 298 (298 ) — Total liabilities 73,147 (6,019 ) 67,128 Parent company net investment 229,410 (229,410 ) — Common stock — 12 12 Additional paid-in — 325,970 325,970 Total liabilities and stockholders’ equity $ 302,557 $ 90,553 $ 393,110 Liquidity and Capital Resources Prior to the Separation, Legacy OmniAb was dependent upon Ligand for all of its working capital and financing requirements, as Ligand used a centralized approach to cash management and financing its operations. There were no cash amounts specifically attributable to Legacy OmniAb for the historical periods presented; therefore, there was no cash reflected in the combined financial statements. Accordingly, cash and cash equivalents, debt or related interest expense were not allocated to Legacy OmniAb in the combined financial statements. Financing transactions related to OmniAb were accounted for as a component of the Parent company net investment in the combined balance sheets and as a financing activity including an interest expense component allocation on the accompanying combined statements of cash flows. In connection with the Separation, Ligand funded the Company with approximately $1.8 million of cash. Additionally, the Company’s proceeds, net of transactions costs from the Business Combination were $95.8 million. See Note 4 – Business Combination, for further details. In January 2023, the Company received an aggregate of $35.0 million in milestone payments in connection with teclistamab. For the years ended December 31, 2022 and 2021, the Company’s revenue was $59.1 million and $34.7 million, respectively. For the years ended December 31, 2022 and 2021, the Company’s net loss was $22.3 million and $27.0 million, respectively. The Company expects to continue to incur losses for the foreseeable future, and anticipates these losses will increase substantially as it invests in research and development activities to improve its technology and platform, market and sell its solutions to existing and new partners, add operational, financial and management information systems and personnel to support its operations and incur additional costs associated with operating as a public company. The Company’s ability to continue its operations is dependent upon its ability to obtain additional capital in the future and generate cash flows from operations. The Company believes its existing cash, cash equivalents and marketable securities and the cash it expects to generate from operations, including milestone payments received in January 2023, will provide it the flexibility needed to meet operating, investing, and financing needs and support operations through at least the next 12 months. The accompanying consolidated and combined 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. Emerging Growth Company OmniAb qualifies as an “emerging growth company” (“EGC”) as defined in Section 2(a) of the Securities Act of 1933, as amended, (“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of these consolidated and combined financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the consolidated and combined financial statements and the accompanying notes. Actual results may differ from those estimates. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less when purchased. As of December 31, 2022, cash and cash equivalents consisted of bank deposits, money market funds as well as U.S. government agency and corporate debt securities. The following table provides a reconciliation of the components of cash, cash equivalents and restricted cash reported in the consolidated and combined balance sheets to the total of the amount presented in the consolidated and combined statements of cash flows: (in thousands) December 31, December 31, Cash and cash equivalents $ 33,390 $ — Restricted cash included in other non-current 449 — Total cash, cash equivalents and restricted cash presented in the consolidated and combined statements of cash flows $ 33,839 $ — The restricted cash relates to the Company’s property leases and is included in “Other long-term assets”. The restriction will lapse when the related leases expire. Short-term Investments Short-term investments primarily consist of commercial paper, corporate debt securities, and government and agency bonds. The Company classifies short-term investments as “available-for-sale” Accounts Receivable The Company’s accounts receivable represents the amounts billed to its partners and that are due unconditionally for services the Company has performed. The Company establishes an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experienced and adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables, credit and liquidity quality indicators for industry groups, customer classes or individual customers and the current and expected future economic and market conditions. Property and Equipment Property and equipment are stated at cost, subject to review for impairment, and depreciated over the estimated useful lives of the assets using the straight-line method. Amortization of leasehold improvements is recorded over the shorter of the lease term or estimated useful life of the related asset. Maintenance and repairs are charged to operations as incurred. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operating income or expense. Asset Estimated Useful Life Lab and office equipment 4 - 7 years Computer hardware 3 - 5 years Leasehold improvements Shorter of the useful life or remaining lease term Computer software Shorter of 3 years or useful life of asset Acquisitions The Company first determines whether a set of assets acquired constitutes a business and should be accounted for as a business combination. If the assets acquired are not a business, the Company accounts for the transaction as an asset acquisition. Business combinations are accounted for by using the acquisition method of accounting which requires the Company to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized). Under the acquisition method of accounting, the Company recognizes separately from goodwill the identifiable assets acquired, the liabilities assumed, including contingent consideration and all contractual contingencies, generally at the acquisition date fair value. Contingent purchase consideration to be settled in cash is remeasured to estimated fair value at each reporting period with the change in fair value recorded in the statement of operations. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and the Company charges them to general and administrative expense as they are incurred. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, which is also measured at fair value, over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, the Company reports provisional amounts in its financial statements. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and the Company records those adjustments to its financial statements in the period of change, if any. Under the acquisition method of accounting for business combinations, if the Company identifies changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and the Company records the offset to goodwill. The Company records all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense. Goodwill, Intangible Assets and Other Long-Lived Assets Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if an event occurs indicating the potential for impairment. During the goodwill impairment review, the Company assesses qualitative factors to determine whether it is more-likely-than-not more-likely-than-not historical and forecasted revenue, operating costs and other relevant factors. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the quantitative assessment for the goodwill impairment test. The Company performed the annual assessment for goodwill impairment during the fourth quarter of 2022 and 2021, noting no impairment indicators under the qualitative assessment. The Company’s identifiable intangible assets are composed of acquired core technologies, licensed technologies, contractual relationships, customer relationships and trade names. Identifiable intangible assets with finite lives are generally amortized on a straight-line basis over the assets’ respective estimated useful life. The Company regularly performs reviews to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. If indicators of impairment exist, an impairment test is performed to assess the recoverability of the affected assets by determining whether the carrying amount of such assets exceeds the undiscounted expected future cash flows. If the affected assets are not recoverable, the Company estimates the fair value of the assets and records an impairment loss if the carrying value of the assets exceeds the fair value. Factors that may indicate potential impairment include market conditions, industry and economic trends, changes in regulations, clinical success, historical and forecasted financial results, significant changes in the ability of a particular asset to generate positive cash flows, and the pattern of utilization of a particular asset. The Company did not identify indicators of impairment for the finite-lived intangibles and other long-lived assets at December 31, 2022 and 2021. Public, Private Placement, Forward Purchase and Backstop Common Stock Warrants The Company assumed 7,666,667 warrants originally issued in APAC’s initial public offering (the “Public Warrants”) and 8,233,333 warrants issued in a private placement that closed concurrently with APAC’s initial public offering, (the “Private Placement Warrants”) in the Business Combination. Additionally, as further discussed in Note 4 – Business Combination, pursuant to the Amended and Restated Forward Purchase Agreement, dated as of March 23, 2022 (the “A&R FPA”), on the Closing Date, the Company issued 1,666,667 warrants in the Forward Purchase (the “Forward Purchase Warrants”) and 1,445,489 warrants in the Redemption Backstop (the “Backstop Warrants”). The Public, Private Placement, Forward Purchase and Backstop Warrants entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised at the option of the Company. The Private Placement Warrants have terms and provisions that are identical to the Public Warrants except that the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination. The Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Forward Purchase Warrants and the Backstop Warrants have the same terms as the Private Placement Warrants. The Company evaluated the Public, Private Placement, Forward Purchase and Backstop Warrants under ASC 815-40, 815-40”), paid-in Revenue Recognition The Company’s revenue is primarily generated from license fees for technology access, development, regulatory and sales based milestone payments, service revenue for performance of research, and royalties on product sales. The Company applies the following five-step model in accordance with ASC 606, Revenue from Contracts with Customers, in order to determine revenue: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s revenue is typically derived from license agreements with its partners and consists of: (i) upfront or annual payments for technology access (license revenue) and payments for performance of research services (service revenue); (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones (milestone revenue) and (iii) royalties on net sales from partners’ product sales, if any. License fees are generally recognized at a point in time once the Company grants partners access to intellectual property rights. The Company generally satisfies its obligation to grant intellectual property rights on the effective date of the contract. The Company recognizes service revenue for contracted R&D services performed for partners over time. The Company measures its progress using an input method based on the effort it expends or costs it incurs toward the satisfaction of its performance obligation. The Company estimates the amount of effort it expends, including the time it will take to complete the activities, or the costs it may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that it multiplies by the transaction price to determine the amount of revenue recognized each period. This approach requires the Company to make estimates and use judgment. If estimates or judgments change over the course of the collaboration, they may affect the timing and amount of revenue recognized in current and future periods. The Company includes contingent milestone based payments in the estimated transaction price when there is a basis to reasonably estimate the amount of the payment and it is probable of being achieved. These estimates are based on historical experience, anticipated results and its best judgment at the time. If the contingent milestone based payment is sales-based, we apply the royalty recognition constraint and record revenue when the underlying sale has taken place. Significant judgments must be made in determining the transaction price for licenses of intellectual property. Because of the risk that products in development with partners will not reach development based milestones or receive regulatory approval, the Company generally recognizes any contingent payments that would be due to it upon or after achievement of the development milestone or regulatory approval. Deferred Revenue Depending on the terms of the arrangement, the Company may also defer a portion of the consideration received if it had to satisfy a future obligation. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated and combined balance sheets. The Company generally receives payment at the point it satisfies its obligation or soon after. Any fees billed in advance of being earned are recorded as deferred revenue. During the year ended December 31, 2022, the amount recognized as revenue that was previously deferred at December 31, 2021 was $10.5 million. During the year ended December 31, 2021, the amount recognized as revenue that was previously deferred at December 31, 2020 was $7.4 million. Disaggregation of Revenue The following table represents disaggregation of revenue by type: (Dollars in thousands) 2022 2021 Milestone revenue $ 33,871 $ 10,164 Service revenue 18,784 20,084 License fees 5,055 4,500 Royalty revenue 1,367 — Total revenue $ 59,077 $ 34,748 Research and Development Expenses Research and development expenses consist of material, equipment, facilities and labor costs of scientific staff who are working pursuant to collaborative agreements and other research and development projects. Also included in research and development expenses are third-party costs incurred for research programs including in-licensing Share-Based Compensation Prior to the Separation, certain Company employees, directors, managers and advisors participated in share-based compensation plans sponsored by Ligand. Ligand share-based compensation awards consisted of stock options, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”) and other cash-based or share-based awards. As such, prior to the Separation the awards granted to Company employees, directors, managers and advisors are reflected in Parent company net investment within the combined statements of stockholders’ equity at the time they were expensed. Prior to the Separation, the consolidated and combined statements of operations and comprehensive loss also include an allocation of Ligand’s corporate and shared employee share-based compensation expenses. The Company recognizes share-based compensation expense based on the estimated fair value on a straight-line basis over the requisite service periods of the awards, taking into consideration forfeitures as they occur. The fair value of RSUs is determined by the closing market price of the Company’s common stock on the date of grant. PRSUs generally represent the right to receive a certain number of shares of common stock based on the achievement of the Company’s corporate performance goals and continued employment during the vesting period. Share-based compensation expense for these PRSUs is measured using the Monte-Carlo valuation model and is not adjusted for the achievement, or lack thereof, of the market conditions. The Company uses the Black-Scholes-Merton option-pricing model to estimate the fair value of stock purchases under the ESPP and stock options granted. The model assumptions include expected volatility, term, dividends, and the risk-free interest rate. The Company measures and recognizes compensation expense for shares to be issued under its employee stock purchase plan based on an estimated grant date fair value recognized on a straight-line basis over the offering period. Income Taxes The Company provides for income taxes under the asset and liability method prescribed by the ASC Topic 740, Income Taxes (“Topic 740”). Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates in effect when the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. The Company accounts for uncertain tax positions recognized in the consolidated and combined financial statements in accordance with the provisions of Topic 740 by prescribing a more-likely-than-not Prior to the Separation, Legacy OmniAb’s income taxes include current and deferred income taxes of Ligand allocated to its combined financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed in Topic 740. Accordingly, the Company’s income tax provision was prepared following the “Separate Return Method.” The Separate Return Method applies Topic 740 to the combined financial statements of the OmniAb members of the consolidated group as if the group member were a separate taxpayer which joined in filing a consolidated federal income tax return and combined state income tax returns separate from Ligand. In general, the taxable loss of Legacy OmniAb for the tax periods ended October 31, 2022 and 2021 was included in Ligand’s U.S. consolidated federal and combined state income tax returns, where applicable. As such, separate income tax returns were not prepared for OmniAb. Consequently, income taxes currently payable are deemed to have been remitted to Ligand in the period the liability arose and income taxes currently receivable are deemed to have been received from Ligand in the period that a refund could have been recognized by OmniAb had we been a separate taxpayer, if applicable. For the period from November 1 through December 31, 2022, the Company will file its own consolidated federal income tax return and combined state income tax returns separate from Ligand. Any income taxes due for the tax year ended December 31, 2022 will be directly payable by the Company. Income (Loss) Per Share Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. For periods prior to the Separation, basic and diluted income (loss) per share was calculated based on the 82.6 million shares issued to Ligand shareholders at the Closing Date. Comprehensive Income (Loss) Comprehensive income (loss) represents net income (loss) adjusted for the change during the periods presented in unrealized gains and losses on available-for-sale Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not currently believe that any of these pronouncements will have a material impact on its consolidated and combined financial statements and related disclosures. The Company did not adopt any new accounting standards during the year ended December 31, 2022 which had a material impact on the consolidated and combined financial statements. Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision-maker in deciding how to allocate resources and assess performance. The Company currently operates in one reportable business segment. Concentrations of Business Risk Revenue from significant partners, which is defined as 10% or more of total revenue, was as follows: Year Ended December 31, 2022 2021 Partner A 47 % 24 % Partner B 15 % 28 % Partner C 10 % (1) Partner D (1) 11 % (1) less than 10% |
RELATIONSHIP WITH PARENT AND RE
RELATIONSHIP WITH PARENT AND RELATED ENTITIES | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Relationship with Parent and Related Entities | 3. Relationship with Parent and Related Entities Prior to the Separation, the OmniAb business was managed and operated in the normal course of business consistent with other affiliates of the Parent. Accordingly, certain shared costs were allocated to the Company and reflected as expenses in the combined financial statements. Management considered the allocation methodologies used to be reasonable and appropriate reflections of the historical Parent expenses attributable to OmniAb for purposes of the stand-alone financial statements. However, the expenses reflected in the combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if OmniAb historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the combined financial statements may not be indicative of related expenses that will be incurred in the future by OmniAb. General Corporate Overhead The combined statements of operations include expenses for certain centralized functions (such as information systems, accounting, treasury, audit, purchasing, human resources, legal and facilities), executive compensation and other programs provided and/or administered by Parent that were charged directly to the Company. A portion of these costs benefited the Company and were allocated using a pro-rata Costs of $5.5 million for the ten months ended October 31, 2022, and $6.1 million for the year ended December 31, 2021, respectively, have been reflected in the general and administrative expenses in our combined statements of operations for our allocated share of Parent’s corporate overhead. Cash Management and Financing The Company participated in Ligand’s centralized cash management and financing programs prior to the Separation. Disbursements were made through centralized accounts payable systems which were operated by Ligand. Cash receipts were transferred to centralized accounts, also maintained by Ligand. As cash was disbursed and received by Ligand, it was accounted for through the Parent company net investment. All obligations were financed by Ligand and financing decisions were determined by central Ligand treasury operations. Equity-Based Incentive Plans Certain of our employees participated in the former Parent’s equity-based incentive plans. Under the Ligand 2002 Stock Incentive Plan (2002 Plan), employees, directors, managers and advisors were awarded share-based incentive awards in a number of forms, including nonqualified stock options. Under the 2002 Plan, employees could be awarded share-based incentive awards which included non-statutory 1/8 six 1/48 forty-two Compensation costs associated with the Company’s employees’ participation in the incentive plans were specifically identified for employees who exclusively supported the Company’s operations and were allocated to the Company as part of the cost allocations from the Company’s former Parent. Total costs charged to the Company related to its employees’ participation in the former Parent’s incentive plans, depending on the nature of the employee’s role in our operations, were $14.4 million ($8.2 million in research and development expenses and $6.2 million in general and administrative expenses), $15.1 million ($9.0 million in research and development expenses and $6.1 million in general and administrative expenses), during the ten months ended October 31, 2022 and year ended December 31, 2021, respectively. Employee Stock Purchase Plan The Company’s eligible employees participated in its former Parent’s ESPP. The ESPP permitted eligible participants to purchase Ligand’s shares at a discount through regular payroll deductions of up to 10% of their eligible compensation during the offering period. The ESPP was typically implemented through consecutive six-month Costs charged to the Company related to the Company’s participation in its former Parent’s ESPP was $0.1 million for each of the years ended December 31, 2022 and 2021. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | 4. Business Combination As discussed in Note 1 – Organization and Basis of Presentation, on November 1, 2022, the Company consummated the transactions contemplated by the Merger Agreement. At the Closing Date, and subject to the terms and conditions of the Merger Agreement, each outstanding share of Legacy OmniAb Common Stock was cancelled in exchange for 4.90007 shares of common stock of OmniAb, par value $0.0001 per share (“OmniAb Common Stock”) and 0.75842 shares of OmniAb Common Stock subject to certain price-based earnout triggers (the “Earnout Shares”). Holders of shares of Legacy OmniAb common stock received an aggregate 82,611,789 shares of the OmniAb Common Stock, excluding Earnout Shares, as consideration in the Business Combination. In addition, all outstanding Legacy OmniAb equity awards were converted into OmniAb equity awards to purchase, in the case of options, or receive, in the case of restricted stock units and performance-vesting restricted stock units, shares of OmniAb Common Stock, in each case, equal to the number of shares underlying such Legacy OmniAb equity awards multiplied by the Exchange Ratio. Each holder of an outstanding Legacy OmniAb equity award also received Earnout Shares equal to the number of shares of Legacy OmniAb Common Stock underlying such equity award multiplied by 0.75842. Holders of shares of Legacy OmniAb common stock and holders of Legacy OmniAb equity awards received an aggregate 14,999,243 Earnout Shares as consideration in the Business Combination. 50% of the Earnout Shares will vest on the date on which the volume-weighted average price (“VWAP”) equals or exceeds $12.50 on any 20 trading days in any 30 consecutive trading-day trading-day paid-in Pursuant to the Sponsor Insider Letter Agreement executed concurrently with the Merger Agreement, by and among APAC, Avista Acquisition LP II (the “Sponsor”), Legacy OmniAb and certain insiders of APAC, 1,293,299 shares of OmniAb Common Stock held by the Sponsor became subject to the same price-based vesting conditions as the Earnout Shares (the “Earnout Founder Shares”). The Earnout Founder Shares are accounted for as equity-classified equity instruments and recorded in additional paid-in On the Closing Date, the Company completed the issuance and sale of 1,500,000 shares of the Company’s common stock and 1,666,667 Forward Purchase Warrants to the Sponsor for an aggregate purchase price of $15.0 million (the “Forward Purchase”), pursuant to the amended and restated forward purchase agreement (the “A&R FPA”). Additionally, and also pursuant to the A&R FPA, on the Closing Date, the Company completed the sale of 8,672,934 shares of the Company’s common stock and 1,445,489 Backstop Warrants to the Sponsor for a purchase price of $10.00 per share and aggregate purchase price of $86.7 million in order to backstop shareholder redemptions which would have otherwise resulted in the cash proceeds available to OmniAb following the Business Combination from OmniAb’s trust account to be less than $100,000,000. Refer to Note 10 – Stockholders’ Equity, for additional information on the accounting for the Forward Purchase Warrants and Backstop Warrants. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, APAC was treated as the “acquired” company and OmniAb is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of OmniAb issuing stock for the net assets of APAC, accompanied by a recapitalization. The net assets of APAC are stated at historical cost, with no goodwill or other intangible assets recorded. Upon the closing of the Business Combination, the Company’s certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 1,100,000,000 shares, $0.0001 par value per share, of which, 1,000,000,000 shares are designated as OmniAb Common Stock and 100,000,000 shares are designated as preferred stock. The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2022: in thousands Amount Cash - A&R FPA - Backstop $ 86,729 Cash - A&R FPA 15,000 Cash - Avista trust and cash, net of redemptions 9,103 Less: Transaction costs paid at closing by Avista (9,209 ) Less: Transaction costs paid at closing by OmniAb (5,381 ) Cash contributions from the Business Combination, net of transaction costs 96,242 Less: Transaction costs accrued not paid by OmniAb (473 ) Net Business Combination and related transactions $ 95,769 The number of shares of common stock issued immediately following the consummation of the Business Combination: Amount Shares issued pursuant to A&R FPA - Backstop 8,672,934 Avista shares held by the Sponsor 4,456,701 Shares issued pursuant to A&R FPA 1,500,000 Earnout shares issued to founders 1,293,299 Common stock of Avista net of redemptions 1,286,136 Total shares issued in Business Combination, A&R FPA 17,209,070 Shares issued for OmniAb common stock 82,611,789 Earnout shares issued to OmniAb 14,999,243 Total shares of common stock immediately following the Business Combination 114,820,102 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 5. Fair Value Measurement The Company measures its financial assets and liabilities at fair value, which is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level valuation hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial assets and liabilities: • Level 1 - Observable inputs such as unadjusted quoted prices in active markets for identical instruments. • Level 2 - Quoted prices for similar instruments in active markets or inputs that are observable for the asset or liability, either directly or indirectly. • Level 3 - Significant unobservable inputs based on the Company’s assumptions. Financial Instruments Measured on a Recurring Basis The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021: Fair Value Measurements as of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 26,056 $ — — $ 26,056 Government and agency securities — 2,987 — 2,987 Corporate debt securities — 1,510 — 1,510 Total cash equivalents $ 26,056 $ 4,497 $ — $ 30,553 Short-term investments Government and agency securities 29,951 4,838 — 34,789 Corporate debt securities — 1,983 — 1,983 Commercial paper — 17,491 — 17,491 Asset-backed securities — 612 — 612 Total short-term investments $ 29,951 $ 24,924 $ — $ 54,875 Liabilities: Current contingent liabilities $ — $ — $ 4,022 $ 4,022 Long-term contingent liabilities — — 4,089 4,089 Total liabilities $ — $ — $ 8,111 $ 8,111 Fair Value Measurements as of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Current contingent liabilities $ — $ — $ 2,538 $ 2,538 Long-term contingent liabilities — — 4,826 4,826 Total liabilities $ — $ — $ 7,364 $ 7,364 The carrying amounts reported in our consolidated and combined balance sheets for accounts receivable, other assets, accounts payable and other accrued expenses approximate fair value due to their relatively short periods to maturity. Available-for-Sale The Company obtains the fair value of its Level 2 available-for-sale Contingent Liabilities Contingent liabilities are measured at fair valued each reporting period by using a probability weighted income approach. A reconciliation of the Level 3 financial instruments as of December 31, 2022 and 2021 is as follows: (in thousands) Crystal (1) Taurus (2) xCella (2) Icagen (1) Total Beginning balance as of January 1, 2021 $ 800 $ — $ — $ 6,404 $ 7,204 Payments to CVR holders — — (720 ) (1,050 ) (1,770 ) Fair value adjustments to contingent liabilities (800 ) — 720 2,010 1,930 Balance as of December 31, 2021 — — — 7,364 7,364 Payments to CVR holders — — (1,440 ) (2,025 ) (3,465 ) Fair value adjustments to contingent liabilities — 1,600 3,204 (592 ) 4,212 Balance as of December 31, 2022 $ — $ 1,600 $ 1,764 $ 4,747 $ 8,111 (1) Changes in the fair values of contingent liabilities in connection with the acquisition of Crystal and Icagen are recognized in Other operating (income) expense, net in the consolidated and combined statements of operations and comprehensive loss and in the operating section of the statements of cash flows. Payments to CVR holders are disclosed in the financing section of the statements of cash flows. (2) Changes in the fair values of contingent liabilities in connection with the acquisition of Taurus and xCella are recognized in Intangible assets, net in the consolidated and combined balance sheets. Payments to CVR holders are disclosed in the investing section of the statement of cash flows. Contingent liabilities are classified as Level 3 liabilities as their valuation requires substantial judgment and estimation of factors that are not currently observable in the market. These subjective estimates include but are not limited to assumptions involving the achievement probability of certain developmental and commercialization milestones, discount rates, and projected years of payments. If different assumptions were used for the various inputs to the valuation approaches, the estimated fair value could be materially higher or lower than the fair value determined. Assets Measured on a Non-Recurring The Company applies fair value techniques on a non-recurring |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | 6. Short-Term Investments The Company classified short-term investments as available-for-sale As of December 31, 2022 Unrealized (in thousands) Amortized Cost Gains Losses Estimated Fair Value Government and agency securities $ 34,781 $ 15 $ (7 ) $ 34,789 Commercial paper 17,491 — — 17,491 Corporate debt securities 1,983 — — 1,983 Asset-backed securities 611 1 — 612 Total investments $ 54,866 $ 16 $ (7 ) $ 54,875 The Company has classified all investments with maturity dates beyond three months at the date of purchase as short-term investments in the consolidated and combined balance sheets based upon its ability and intent to use the investments to satisfy the liquidity needs of current operations. The following table summarizes available-for-sale (in thousands) Amortized Estimated Due in one year or less $ 54,866 $ 54,875 Due after one year — — Total investments $ 54,866 $ 54,875 The following table summarizes the Company’s available-for-sale As of December 31, 2022 Less than 12 months More than 12 months Total (in thousands) Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses Government and agency securities 7 $ 13,667 $ (7 ) — $ — $ — 7 $ 13,667 $ (7 ) 7 $ 13,667 $ (7 ) — $ — $ — 7 $ 13,667 $ (7 ) The Company had certain available-for-sale |
BALANCE SHEET ACCOUNT DETAILS
BALANCE SHEET ACCOUNT DETAILS | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Account Details [Abstract] | |
Balance Sheet Account Details | 7. Balance Sheet Account Details Property and Equipment, Net Property and equipment, net, consisted of the following as of December 31, 2022 and 2021: December 31, (in thousands) 2022 2021 Leasehold improvements $ 16,085 $ 1,320 Lab and office equipment 8,126 5,597 Computer equipment and software 641 182 Construction in progress 315 2,988 Property and equipment, at cost 25,167 10,087 Less accumulated depreciation and amortization (5,188 ) (3,292 ) Total property and equipment, net $ 19,979 $ 6,795 Depreciation expense of $3.2 million and $2.0 million was recognized during the years ended December 31, 2022 and 2021, respectively, and was included in operating expenses. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2021: December 31, (in thousands) 2022 2021 Compensation $ 4,101 $ 2,320 Royalties owed to third parties 739 296 Professional service fees 664 67 Acquisitions related liabilities — 1,000 Other 53 64 Total accrued expenses and other current liabilities $ 5,557 $ 3,747 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets The following is a summary of goodwill and intangible assets: December 31, (in thousands) 2022 2021 Goodwill $ 83,979 $ 83,979 Definite-lived intangible assets Complete technology 231,379 227,403 Less: Accumulated amortization (71,964 ) (60,099 ) Customer relationships 11,100 11,100 Less: Accumulated amortization (3,273 ) (2,083 ) Intangible assets, net $ 167,242 $ 176,321 Total goodwill and other identifiable intangible assets, net $ 251,221 $ 260,300 Goodwill There were no changes in the carrying amount of goodwill during the years ended December 31, 2022 and 2021. Intangible Assets Amortization of finite-lived intangible assets is computed using the straight-line method over the estimated useful life of the asset of up to 20 years and is reflected within depreciation and amortization expense on the consolidated and combined statements of operations and comprehensive loss. Amortization expense of $13.0 million and $13.0 million was recognized for the years ended December 31, 2022 and 2021, respectively. For each of the years ended December 31, 2022 and 2021, there was no impairment of intangible assets with finite lives. The remaining weighted-average useful life of definite lived intangible assets is 13.1 years. At December 31, 2022, future amortization expense on intangible assets is estimated to be as follows: (in thousands) Years Ending 2023 $ 13,478 2024 13,478 2025 13,358 2026 13,318 2027 13,318 Thereafter 100,292 $ 167,242 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease Commitments The Company’s corporate headquarters and research and development facilities are located in Emeryville, California, where it leases approximately 35,000 square feet of space under leases expiring in 2032. The Company’s Icagen ion technology business leases approximately 31,000 square feet of research and development space in Durham, North Carolina and Tucson, Arizona, under leases that expire between 2026 and 2029. The Company’s lease agreements do not contain any material residual value guarantees, material restrictive covenants, or material termination options. The Company’s operating lease costs are primarily related to facility leases for administration offices and research and development facilities and its finance leases are immaterial. Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using the Company’s incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease assets also include any upfront lease payments made and lease incentives. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. Leases with an initial term of 12 months or less are not recorded on the consolidated and combined balance sheets, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. The depreciable life of lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The below table provides supplemental cash flow and other information related to operating leases (in thousands, except for lease term and discount rate): Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: $ 2,480 $ 1,071 Right-of-use $ 10,136 $ 14,515 Weighted average remaining lease term (in years) 8.6 9.2 Weighted average discount rate 4.3 % 3.9 % In addition to base rent, certain of the Company’s operating leases require variable payments. These variable lease costs include amounts relating to common area maintenance and are expensed when the obligation for those payments is incurred and are recognized as operating expenses in the consolidated and combined statements of operations. The following table summarizes the components of operating lease expense for the years ended December 31, 2022 and 2021: Year Ended December 31, (in thousands) 2022 2021 Operating lease cost $ 3,041 $ 1,630 Variable lease cost 1,281 597 Total lease costs $ 4,322 $ 2,227 Future minimum lease commitments are as follows as of December 31, 2022 (in thousands): Years Ending December 31, Operating Leases 2023 $ 3,329 2024 3,442 2025 3,727 2026 3,822 2027 3,922 Thereafter 15,018 Total lease payments 33,260 Less tenant improvement allowance (1,549 ) Less imputed interest (5,915 ) Present value of lease liabilities $ 25,796 Legal Proceedings From time to time, the Company has been and may be involved in various legal proceedings arising in its ordinary course of business. In the opinion of management, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on the consolidated and combined financial statements, cash flows or financial position and it is not possible to provide an estimated amount of any such loss. However, the outcome of disputes is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable resolution of one or more matters could materially affect future results of operations or cash flows, or both, in a particular period. |
STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity Authorized and Outstanding Capital Stock The total number of shares of the Company’s authorized capital stock is 1,100,000,000. The total amount of authorized capital stock consists of 1,000,000,000 shares of Common Stock and 100,000,000 shares of preferred stock. As of December 31, 2022, no shares of preferred stock are issued or outstanding. Common Stock Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of our Common Stock are entitled to receive ratably those dividends, if any, as may be declared by the Board out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of Common Stock will be entitled to share ratably in the assets legally available for distribution to stockholders after the payment of or provision for all of our debts and other liabilities, subject to the prior rights of any preferred stock then outstanding. Holders of our Common Stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of our Common Stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future. Preferred stock Under the terms of our certificate of incorporation, our Board has the authority, without further action by our stockholders, to issue up to 100,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. Our Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our Common Stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deterring or preventing a change in our control and may adversely affect the market price of the Common Stock and the voting and other rights of the holders of our Common Stock. We have no current plans to issue any shares of preferred stock. Earnout Shares OmniAb Earnout Shares and Sponsor Earnout Shares are issued and outstanding. Earnout Shares vest based upon the achievement of certain volume-weighted average trading prices (VWAP) for shares of the Company for any 20 trading days over a consecutive 30 trading-day fifty of fifty percent The Earnout Shares will be automatically forfeited for no consideration if an applicable OmniAb Triggering Event or Sponsor Triggering Event has not occurred from the Closing Date to and including the fifth anniversary of the Closing Date. Warrants As part of APAC’s initial public offering, 7,666,667 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants are only exercisable for a whole number of shares of common stock. No fractional shares are to be issued upon exercise of the warrants. The Public Warrants will expire on November 1, 2027 (which is five years after the completion of the Business Combination), at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. The Public Warrants are listed on the Nasdaq Capital Market under the symbol “OABIW”. Additionally, once the Public Warrants become exercisable, the Company can redeem the outstanding Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading three If the Company calls the Public Warrants for redemption as previously described, the Company has the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis. Simultaneously with APAC’s initial public offering, APAC consummated a private placement of 8,233,333 Private Placement Warrants with APAC’s sponsor. Each Private Placement Warrant is exercisable for one share of common stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants except that the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination. The Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. Additionally, on the Closing Date, the Company issued 1,666,667 Forward Purchase Warrants and 1,445,489 Backstop Warrants pursuant to the A&R FPA. The Forward Purchase Warrants and Backstop Warrants have the same terms as the Private Placement Warrants. The Company concluded the Public, Private Placement, Forward Purchase and Backstop Warrants meet the criteria to be classified as equity. Upon consummation of the Business Combination, the Public, Private Placement, Forward Purchase and Backstop Warrants were recorded in additional paid-in Equity Compensation Plans 2022 Incentive Award Plan The Company’s board and stockholders adopted the 2022 Incentive Award Plan, or the 2022 Plan, which became effective upon the Closing of the Business Combination. Under the 2022 Plan, the Company may grant cash and equity incentive awards to eligible employees, directors and consultants. The initial aggregate number of shares of our common stock that was available for issuance under the 2022 Plan was equal to the sum of (i) 16,409,022 shares, and (ii) any shares which, as of the effective date of the 2022 Plan, were subject to awards under the OmniAb Prior Plans which, on or following the effective date of the 2022 Plan, become available for issuance pursuant to the 2022 Plan recycling provisions. In addition, the number of shares of our common stock available for issuance under the 2022 Plan will be annually increased on January 1 of each calendar year beginning in 2023 and ending in 2032 by an amount equal to the lesser of (i) a number equal to 5% of the fully-diluted shares on the final day of the immediately preceding calendar year or (ii) such smaller number of shares as is determined by our Board. The 2022 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, dividend equivalents, RSUs and other stock or cash based awards. OmniAb Prior Plans In connection with the Business Combination, Legacy OmniAb adopted the OmniAb, Inc. 2022 Ligand Service Provider Assumed Award Plan and the OmniAb, Inc. 2022 OmniAb Service Provider Assumed Award Plan, collectively referred to as the OmniAb Prior Plans, which govern the OmniAb Equity Awards issued upon adjustment of outstanding Ligand equity awards in connection with the Distribution. All awards under the OmniAb Prior Plans that are outstanding as of the closing of the Business Combination will continue to be governed by the terms, conditions and procedures set forth in the OmniAb Prior Plans and any applicable award agreements, as those terms may be equitably adjusted in connection with the Business Combination. The Company assumed the OmniAb Prior Plans in connection with the closing of the Business Combination, and each of the awards thereunder. At the time of the Distribution, and after giving effect to the adjustment of the OmniAb Equity Awards to reflect the Business Combination, awards representing the right to receive an aggregate of 5,997,765 and 8,302,710 shares of our common stock were outstanding under the OmniAb, Inc. 2022 Ligand Service Provider Assumed Award Plan and the OmniAb, Inc. 2022 OmniAb Service Provider Assumed Award Plan, respectively. No future awards will be granted under the OmniAb Prior Plans. Shares subject to outstanding awards under the OmniAb Prior Plans as of the effective date of the 2022 Plan may, on or following the effective date of the 2022 Plan, become available for issuance pursuant to the 2022 Plan recycling provisions. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 11. Share-Based Compensation Conversion and Modification of Equity Awards Outstanding at Separation Date In connection with the Separation on November 1, 2022, under the provisions of the existing plans, the Company adjusted its outstanding equity awards in accordance with the Merger Agreement to preserve the intrinsic value of the awards immediately before and after the Distribution. Upon the Distribution, employees holding stock options, restricted stock units and performance restricted stock units denominated in pre-Distribution “ex-distribution” five These modified awards otherwise retained substantially the same terms and conditions, including term and vesting provisions. Due to the modification of the equity awards as a result of the Distribution, the Company compared the fair value of the outstanding equity awards immediately before and after the Distribution. Due to the immaterial amount of incremental expense, the Company did not recognize any incremental fair value as a result of the modification. The Company will not incur any future compensation cost related to equity awards held by Ligand employees and directors. The Company will incur future compensation cost related to Ligand equity awards held by OmniAb employees. The Company recognized share-based compensation expense by function as follows: Year Ended December 31, (in thousands) 2022 2021 Research and development expenses $ 10,312 $ 9,016 General and administrative expenses 8,010 6,049 Total share-based compensation expense $ 18,322 $ 15,065 The Company recognized share-based compensation expense by award type as follows: Year Ended December 31, (in thousands) 2022 2021 Stock options $ 10,489 $ 9,306 Restricted stock units 5,264 3,823 Performance restricted stock units 2,219 1,852 Employee share purchase plan 350 84 Total share-based compensation expense $ 18,322 $ 15,065 Stock Options Stock options granted under the 2022 Plan typically vest 1/8 6-month 1/48 The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options granted. The model assumptions include expected volatility, term, dividends, and the risk-free interest rate. • Expected volatility • Expected term • Dividend yield • Risk-free interest rate : Prior to the Separation on November 1, 2022, valuation assumptions were determined by the Company’s former parent, Ligand, using historical and implied volatility of Ligand stock to determine the expected volatility. The expected term of an award was based on historical forfeiture experience, exercise activity, and on the terms and conditions of the stock awards. The expected dividend yield was determined to be 0% given that it had not paid any dividends on common stock in the past except for 2007, during which Ligand declared a cash dividend on its common stock of $2.50 per share, and did not expect to pay cash dividends or make any other distributions on common stock in the future. The risk-free interest rate was based upon U.S. Treasury securities with remaining terms similar to the expected term of the share-based awards. Following the Separation on November 1, 2022, the fair value of each option issued to employees was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2022 2021 Risk-free interest rate 3.6 % — Expected volatility 49.6 % — Expected term (years) 6.1 0 Dividend yield — % — % The following table summarizes stock option activity under the Company’s equity award plans: Shares Weighted-average Weighted-average Aggregate (1) Outstanding at January 1, 2022 — Converted in distribution (2) 6,952,164 $ 11.76 Granted 5,849,771 $ 3.71 Exercised — $ — Cancelled/Expired (111,147 ) $ 12.66 Outstanding at December 31, 2022 12,690,788 $ 8.04 8.5 $ 246 Exercisable at December 31, 2022 3,148,763 $ 12.21 5.9 $ — (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for in the money options at December 31, 2022. (2) Excludes 5,625,551 of options issued to Ligand employees. As of December 31, 2022, unrecognized stock-based compensation expense related to OmniAb options was $29.3 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.66 years. As of December 31, 2022, unrecognized stock-based compensation expense related to Ligand options was $5.5 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.01 years. Restricted Stock Units Restricted stock units (“RSUs”) are awards of nontransferable shares of common stock subject to certain vesting conditions and other restrictions. RSUs generally vest over three years. The fair value of restricted stock is determined by the closing market price on the date of grant. The following table summarizes RSU activity during the year ended December 31, 2022 under the Company’s equity awards plans: Shares Weighted-Average Unvested balance at January 1, 2022 — $ — Converted in distribution (1) 1,017,696 $ 10.36 Granted — $ — Vested (145,544 ) $ 10.47 Forfeited (12,923 ) $ 10.48 Unvested balance at December 31, 2022 859,229 $ 10.31 (1) Excludes 464,196 unvested RSUs issued and outstanding to Ligand employees as of the Separation on November 1, 2022. As of December 31, 2022, unrecognized stock-based compensation expense related to OmniAb RSUs was $5.8 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.39 years. The aggregate intrinsic value of OmniAb RSUs vested during the year ended December 31, 2022 was $0.5 million. As of December 31, 2022, unrecognized stock-based compensation expense related to Ligand RSUs was $2.6 million, which is expected to be recognized over a remaining weighted-average period of approximately 1.01 years. Performance Restricted Stock Units PRSUs are share awards that, upon vesting, will deliver to the holder shares of the Company’s common stock. PRSUs vest over a continued employment period and are based on the achievement of certain corporate performance or market goals. The Company’s PRSUs contain a market condition dependent upon the Company’s relative and absolute total stockholder return over a three-year period, with a payout range of — % to 200% of the target shares granted. Share-based compensation expense for these PRSUs is measured using the Monte-Carlo valuation model and is not adjusted for the achievement, or lack thereof, of the market conditions. The following table summarizes the PRSU activity during the year ended December 31, 2022, under the Company’s equity awards plans: Shares Weighted-Average Unvested balance at January 1, 2022 — $ — Converted in distribution (1) 94,749 $ 16.11 Granted — $ — Vested — $ — Forfeited — $ — Unvested balance at December 31, 2022 94,749 $ 16.11 (1) Pursuant to the terms of the awards granted, the actual number of awards earned could range between —% and 200% of target. The amount disclosed represents PRSU grants at target payout. As of December 31, 2022, unrecognized stock-based compensation expense related to OmniAb PRSUs was $1.2 million, which is expected to be recognized over a remaining weighted-average period of approximately 2.00 years. Employee Stock Purchase Plan Under the Company’s 2022 Employee Stock Purchase Plan (the “ESPP”), eligible employees are entitled to purchase shares of common stock at a discount with accumulated payroll deductions. The ESPP provides for a series of overlapping 24-month six-month h a The aggregate number of shares of our common stock that may be issued pursuant to rights granted under the ESPP equals 1,758,109 shares of our common stock. In addition, on the first day of each calendar year beginning on January 1, 2023 and ending on (and including) January 1, 2032, the number of shares available for issuance under the ESPP will be increased by a number of shares equal to the lesser of (i) 1% of the fully diluted shares outstanding on the final day of the immediately preceding calendar year, and (ii) such smaller number of shares as determined by our Board. Following the Separation on November 1, 2022, the fair value of ESPP shares issued to employees was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2022 2021 Risk-free interest rate 4.7 % — Expected volatility 54.8 % — Expected term (years) 1.3 0 Dividend yield — % — % As of December 31, 2022, there was $1.6 million of unrecognized compensation expense associated with the ESPP, which is expected to be recognized over an estimated weighted-average period of 1.22 years. During the year ended December 31, 2022, there were no shares issued pursuant to the ESPP. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The components of the income tax expense (benefit) are as follows: Year Ended December 31, (in thousands) 2022 2021 Current expense (benefit): Federal $ 3,477 $ — State 44 17 3,521 17 Deferred expense (benefit): Federal (7,063 ) (6,756 ) State (185 ) (569 ) (7,248 ) (7,325 ) Total income tax expense (benefit) $ (3,727 ) $ (7,308 ) A reconciliation of income tax expense (benefit) to the amount computed by applying the statutory federal income tax rate to the net income (loss) is summarized as follows: Year Ended December 31, (in thousands) 2022 2021 Tax at federal statutory rate $ (5,473 ) 21.0 % $ (7,214 ) 21.0 % State, net of federal benefit (218 ) 0.8 % (350 ) 1.0 % Contingent liabilities — — % (168 ) 0.5 % Share-based compensation 2,371 (9.0 )% 1,143 (3.3 )% Foreign-derived intangible income (55 ) 0.2 % — — % Research and development credits (444 ) 1.7 % (1,064 ) 3.1 % Change in uncertain tax positions 78 (0.3 )% 119 (0.3 )% State tax rate change (570 ) 2.2 % 37 (0.1 )% Change in valuation allowance 880 (3.4 )% 228 (0.7 )% Other (296 ) 1.1 % (39 ) 0.1 % Total income tax benefit and effective tax rate $ (3,727 ) 14.3 % $ (7,308 ) 21.3 % The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2021 are shown below. The Company assesses the positive and negative evidence to determine if sufficient future taxable income will be generated to realize the existing deferred tax assets. The Company’s evaluation of evidence resulted in management concluding that the majority of the Company’s deferred tax assets will be realized. The Company offsets all deferred tax assets and liabilities by jurisdiction, as well as any related valuation allowance, and presents them on our consolidated balance sheet as a non-current December 31, (in thousands) 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 316 $ 6,618 Research credit carryforwards 1,341 2,803 Share-based compensation 3,454 1,703 Deferred revenue 2,090 1,768 Operating lease liabilities 5,650 3,088 Contingent liabilities 745 — Capitalized research and experimental expenditures 4,992 — Other 256 1,488 Valuation allowance for deferred tax assets (314 ) (526 ) Net deferred tax assets $ 18,530 $ 16,942 Deferred tax liabilities: Identified intangibles $ (32,890 ) $ (35,114 ) Operating lease assets (4,713 ) (2,973 ) Fixed assets (2,212 ) — Other (56 ) (817 ) Net deferred tax liabilities $ (39,871 ) $ (38,904 ) Deferred income taxes, net $ (21,341 ) $ (21,962 ) Prior to the Separation on November 1, 2022, OmniAb operated as part of Ligand and not as a stand-alone company. We determined the OmniAb income tax provision as if Legacy OmniAb had filed consolidated federal income tax returns and combined state income tax returns separate from Ligand since its inception on January 8, 2016 when Ligand acquired Legacy OmniAb (originally known as Open Monoclonal Technology, Inc. or OMT). We recorded the deferred tax assets related to net operating loss and research credit carryforwards at December 31, 2022 as a stand-alone company. We adjusted our deferred tax assets as of November 1, 2022 to reflect the actual tax attributes that the Company received when it left the consolidated group of Ligand. As of December 31, 2022, our deferred tax assets reflect the tax attributes that are available for us to use going forward. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 requires taxpayers to capitalize and amortize certain research and experimental expenditures over five years for domestic research and 15 years for foreign research pursuant to Section 174 of the Internal Revenue Code of 1986, as amended. The Company recorded a net increase of $5.0 million to income tax payable and deferred tax assets during 2022 due to the capitalization of research and experimental expenditures under Section 174. As of December 31, 2022, the Company had federal net operating loss carryforwards set to expire through 2037 of $0.4 million, and $3.2 million of state net operating loss carryforwards that are set to expire through 2039. The Company also had $0.5 million of federal research and development credit carryforwards, which expire through 2028, and $1.4 million of California research and development credit carryforwards that have no expiration date. Pursuant to Section 382 and 383 of the Internal Revenue Code of 1986, as amended, utilization of the Company’s net operating losses and credits may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating losses and credits prior to utilization. The deferred tax assets as of December 31, 2022 are net of any previous limitations due to Section 382 and 383. The Business Combination on November 1, 2022 did not trigger an ownership change under Section 382. The Company accounts for income taxes by evaluating a probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company’s remaining liabilities for uncertain tax positions are presented net of the deferred tax asset balances on the accompanying consolidated and combined balance sheets. A reconciliation of the amount of unrecognized tax benefits at December 31, 2022 and 2021 is as follows: December 31, (in thousands) 2022 2021 Balance at beginning of year $ 894 $ 766 Additions based on tax positions related to the current year 41 128 Reductions for tax positions of prior years (472 ) — Balance at end of year $ 463 $ 894 Included in the balance of unrecognized tax benefits at December 31, 2022 is $0.4 million of tax benefits that, if recognized would impact the effective rate. There are no positions for which it is reasonably possible that the uncertain tax benefit will significantly increase or decrease within twelve months. For the year ended December 31, 2022, the Company recorded reductions in unrecognized tax benefits of $0.4 million related to certain tax attributes utilized by Ligand in the prior years. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2022 and December 31, 2021, the Company recognized no interest and penalties. The Company files income tax returns in the United States and various state jurisdictions with varying statutes of limitations. The federal statute of limitation remains open for the 2018 tax year to the present. The state income tax returns generally remain open for the 2017 tax year through the present. Net operating loss and research credit carryforwards arising prior to these years are also open to examination if and when utilized. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 13. Net Loss Per Share Income (Loss) Per Share Basic income (loss) per The following table outlines the basic and diluted net loss per share for the years ended December 31, 2022 and 2021 (in thousands, except per share data): Year Ended 2022 2021 Net loss $ (22,334 ) $ (27,042 ) Weighted-average shares outstanding, basic and diluted 85,318 82,612 Net loss per share, basic and diluted $ (0.26 ) $ (0.33 ) The following table outlines dilutive common share equivalents outstanding, which are excluded in the above diluted net loss per share calculation, as the effect of their inclusion would be anti-dilutive or the share equivalents were contingently issuable as of each period presented: December 31, 2022 2021 Options to purchase common stock issued and outstanding (1) 18,033,304 — Earnout shares 16,292,542 — Avista private placement warrants 8,233,333 — Avista public warrants 7,666,667 — Shares expected to be purchased under employee stock purchase plan 1,983,180 — Forward purchase warrants 1,666,667 — Backstop warrants 1,445,489 — Restricted stock units issued and outstanding (1) 1,308,070 — Total anti-dilutive shares 56,629,252 — (1) Outstanding stock options and restricted stock units include awards outstanding to employees of Ligand. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s accompanying consolidated and combined financial statements have been prepared in accordance with U.S. GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as included in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”). Certain prior period amounts in the consolidated and combined financial statements have been reclassified to conform to the current period presentation. |
Liquidity and Capital Resources | Liquidity and Capital Resources Prior to the Separation, Legacy OmniAb was dependent upon Ligand for all of its working capital and financing requirements, as Ligand used a centralized approach to cash management and financing its operations. There were no cash amounts specifically attributable to Legacy OmniAb for the historical periods presented; therefore, there was no cash reflected in the combined financial statements. Accordingly, cash and cash equivalents, debt or related interest expense were not allocated to Legacy OmniAb in the combined financial statements. Financing transactions related to OmniAb were accounted for as a component of the Parent company net investment in the combined balance sheets and as a financing activity including an interest expense component allocation on the accompanying combined statements of cash flows. In connection with the Separation, Ligand funded the Company with approximately $1.8 million of cash. Additionally, the Company’s proceeds, net of transactions costs from the Business Combination were $95.8 million. See Note 4 – Business Combination, for further details. In January 2023, the Company received an aggregate of $35.0 million in milestone payments in connection with teclistamab. For the years ended December 31, 2022 and 2021, the Company’s revenue was $59.1 million and $34.7 million, respectively. For the years ended December 31, 2022 and 2021, the Company’s net loss was $22.3 million and $27.0 million, respectively. The Company expects to continue to incur losses for the foreseeable future, and anticipates these losses will increase substantially as it invests in research and development activities to improve its technology and platform, market and sell its solutions to existing and new partners, add operational, financial and management information systems and personnel to support its operations and incur additional costs associated with operating as a public company. The Company’s ability to continue its operations is dependent upon its ability to obtain additional capital in the future and generate cash flows from operations. The Company believes its existing cash, cash equivalents and marketable securities and the cash it expects to generate from operations, including milestone payments received in January 2023, will provide it the flexibility needed to meet operating, investing, and financing needs and support operations through at least the next 12 months. The accompanying consolidated and combined 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. |
Emerging Growth Company | Emerging Growth Company OmniAb qualifies as an “emerging growth company” (“EGC”) as defined in Section 2(a) of the Securities Act of 1933, as amended, (“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Use of Estimates | Use of Estimates The preparation of these consolidated and combined financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the consolidated and combined financial statements and the accompanying notes. Actual results may differ from those estimates. |
Cash and Cash Equivalents | Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less when purchased. As of December 31, 2022, cash and cash equivalents consisted of bank deposits, money market funds as well as U.S. government agency and corporate debt securities. The following table provides a reconciliation of the components of cash, cash equivalents and restricted cash reported in the consolidated and combined balance sheets to the total of the amount presented in the consolidated and combined statements of cash flows: (in thousands) December 31, December 31, Cash and cash equivalents $ 33,390 $ — Restricted cash included in other non-current 449 — Total cash, cash equivalents and restricted cash presented in the consolidated and combined statements of cash flows $ 33,839 $ — The restricted cash relates to the Company’s property leases and is included in “Other long-term assets”. The restriction will lapse when the related leases expire. |
Short-term Investments | Short-term Investments Short-term investments primarily consist of commercial paper, corporate debt securities, and government and agency bonds. The Company classifies short-term investments as “available-for-sale” |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable represents the amounts billed to its partners and that are due unconditionally for services the Company has performed. The Company establishes an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experienced and adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables, credit and liquidity quality indicators for industry groups, customer classes or individual customers and the current and expected future economic and market conditions. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, subject to review for impairment, and depreciated over the estimated useful lives of the assets using the straight-line method. Amortization of leasehold improvements is recorded over the shorter of the lease term or estimated useful life of the related asset. Maintenance and repairs are charged to operations as incurred. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operating income or expense. Asset Estimated Useful Life Lab and office equipment 4 - 7 years Computer hardware 3 - 5 years Leasehold improvements Shorter of the useful life or remaining lease term Computer software Shorter of 3 years or useful life of asset |
Acquisitions | Acquisitions The Company first determines whether a set of assets acquired constitutes a business and should be accounted for as a business combination. If the assets acquired are not a business, the Company accounts for the transaction as an asset acquisition. Business combinations are accounted for by using the acquisition method of accounting which requires the Company to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized). Under the acquisition method of accounting, the Company recognizes separately from goodwill the identifiable assets acquired, the liabilities assumed, including contingent consideration and all contractual contingencies, generally at the acquisition date fair value. Contingent purchase consideration to be settled in cash is remeasured to estimated fair value at each reporting period with the change in fair value recorded in the statement of operations. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and the Company charges them to general and administrative expense as they are incurred. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, which is also measured at fair value, over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, the Company reports provisional amounts in its financial statements. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and the Company records those adjustments to its financial statements in the period of change, if any. Under the acquisition method of accounting for business combinations, if the Company identifies changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and the Company records the offset to goodwill. The Company records all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense. |
Goodwill, Intangible Assets and Other Long-Lived Assets | Goodwill, Intangible Assets and Other Long-Lived Assets Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if an event occurs indicating the potential for impairment. During the goodwill impairment review, the Company assesses qualitative factors to determine whether it is more-likely-than-not more-likely-than-not historical and forecasted revenue, operating costs and other relevant factors. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the quantitative assessment for the goodwill impairment test. The Company performed the annual assessment for goodwill impairment during the fourth quarter of 2022 and 2021, noting no impairment indicators under the qualitative assessment. The Company’s identifiable intangible assets are composed of acquired core technologies, licensed technologies, contractual relationships, customer relationships and trade names. Identifiable intangible assets with finite lives are generally amortized on a straight-line basis over the assets’ respective estimated useful life. The Company regularly performs reviews to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. If indicators of impairment exist, an impairment test is performed to assess the recoverability of the affected assets by determining whether the carrying amount of such assets exceeds the undiscounted expected future cash flows. If the affected assets are not recoverable, the Company estimates the fair value of the assets and records an impairment loss if the carrying value of the assets exceeds the fair value. Factors that may indicate potential impairment include market conditions, industry and economic trends, changes in regulations, clinical success, historical and forecasted financial results, significant changes in the ability of a particular asset to generate positive cash flows, and the pattern of utilization of a particular asset. The Company did not identify indicators of impairment for the finite-lived intangibles and other long-lived assets at December 31, 2022 and 2021. |
Public, Private Placement, Forward Purchase and Backstop Common Stock Warrants | Public, Private Placement, Forward Purchase and Backstop Common Stock Warrants The Company assumed 7,666,667 warrants originally issued in APAC’s initial public offering (the “Public Warrants”) and 8,233,333 warrants issued in a private placement that closed concurrently with APAC’s initial public offering, (the “Private Placement Warrants”) in the Business Combination. Additionally, as further discussed in Note 4 – Business Combination, pursuant to the Amended and Restated Forward Purchase Agreement, dated as of March 23, 2022 (the “A&R FPA”), on the Closing Date, the Company issued 1,666,667 warrants in the Forward Purchase (the “Forward Purchase Warrants”) and 1,445,489 warrants in the Redemption Backstop (the “Backstop Warrants”). The Public, Private Placement, Forward Purchase and Backstop Warrants entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised at the option of the Company. The Private Placement Warrants have terms and provisions that are identical to the Public Warrants except that the Private Placement Warrants were not transferable, assignable or salable until 30 days after the completion of the Business Combination. The Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants. The Forward Purchase Warrants and the Backstop Warrants have the same terms as the Private Placement Warrants. The Company evaluated the Public, Private Placement, Forward Purchase and Backstop Warrants under ASC 815-40, 815-40”), paid-in |
Revenue Recognition and Deferred Revenue | Revenue Recognition The Company’s revenue is primarily generated from license fees for technology access, development, regulatory and sales based milestone payments, service revenue for performance of research, and royalties on product sales. The Company applies the following five-step model in accordance with ASC 606, Revenue from Contracts with Customers, in order to determine revenue: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company’s revenue is typically derived from license agreements with its partners and consists of: (i) upfront or annual payments for technology access (license revenue) and payments for performance of research services (service revenue); (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones (milestone revenue) and (iii) royalties on net sales from partners’ product sales, if any. License fees are generally recognized at a point in time once the Company grants partners access to intellectual property rights. The Company generally satisfies its obligation to grant intellectual property rights on the effective date of the contract. The Company recognizes service revenue for contracted R&D services performed for partners over time. The Company measures its progress using an input method based on the effort it expends or costs it incurs toward the satisfaction of its performance obligation. The Company estimates the amount of effort it expends, including the time it will take to complete the activities, or the costs it may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that it multiplies by the transaction price to determine the amount of revenue recognized each period. This approach requires the Company to make estimates and use judgment. If estimates or judgments change over the course of the collaboration, they may affect the timing and amount of revenue recognized in current and future periods. The Company includes contingent milestone based payments in the estimated transaction price when there is a basis to reasonably estimate the amount of the payment and it is probable of being achieved. These estimates are based on historical experience, anticipated results and its best judgment at the time. If the contingent milestone based payment is sales-based, we apply the royalty recognition constraint and record revenue when the underlying sale has taken place. Significant judgments must be made in determining the transaction price for licenses of intellectual property. Because of the risk that products in development with partners will not reach development based milestones or receive regulatory approval, the Company generally recognizes any contingent payments that would be due to it upon or after achievement of the development milestone or regulatory approval. Deferred Revenue Depending on the terms of the arrangement, the Company may also defer a portion of the consideration received if it had to satisfy a future obligation. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the consolidated and combined balance sheets. The Company generally receives payment at the point it satisfies its obligation or soon after. Any fees billed in advance of being earned are recorded as deferred revenue. During the year ended December 31, 2022, the amount recognized as revenue that was previously deferred at December 31, 2021 was $10.5 million. During the year ended December 31, 2021, the amount recognized as revenue that was previously deferred at December 31, 2020 was $7.4 million. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist of material, equipment, facilities and labor costs of scientific staff who are working pursuant to collaborative agreements and other research and development projects. Also included in research and development expenses are third-party costs incurred for research programs including in-licensing |
Share-Based Compensation | Share-Based Compensation Prior to the Separation, certain Company employees, directors, managers and advisors participated in share-based compensation plans sponsored by Ligand. Ligand share-based compensation awards consisted of stock options, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”) and other cash-based or share-based awards. As such, prior to the Separation the awards granted to Company employees, directors, managers and advisors are reflected in Parent company net investment within the combined statements of stockholders’ equity at the time they were expensed. Prior to the Separation, the consolidated and combined statements of operations and comprehensive loss also include an allocation of Ligand’s corporate and shared employee share-based compensation expenses. The Company recognizes share-based compensation expense based on the estimated fair value on a straight-line basis over the requisite service periods of the awards, taking into consideration forfeitures as they occur. The fair value of RSUs is determined by the closing market price of the Company’s common stock on the date of grant. PRSUs generally represent the right to receive a certain number of shares of common stock based on the achievement of the Company’s corporate performance goals and continued employment during the vesting period. Share-based compensation expense for these PRSUs is measured using the Monte-Carlo valuation model and is not adjusted for the achievement, or lack thereof, of the market conditions. The Company uses the Black-Scholes-Merton option-pricing model to estimate the fair value of stock purchases under the ESPP and stock options granted. The model assumptions include expected volatility, term, dividends, and the risk-free interest rate. The Company measures and recognizes compensation expense for shares to be issued under its employee stock purchase plan based on an estimated grant date fair value recognized on a straight-line basis over the offering period. |
Income Taxes | Income Taxes The Company provides for income taxes under the asset and liability method prescribed by the ASC Topic 740, Income Taxes (“Topic 740”). Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates in effect when the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. The Company accounts for uncertain tax positions recognized in the consolidated and combined financial statements in accordance with the provisions of Topic 740 by prescribing a more-likely-than-not Prior to the Separation, Legacy OmniAb’s income taxes include current and deferred income taxes of Ligand allocated to its combined financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed in Topic 740. Accordingly, the Company’s income tax provision was prepared following the “Separate Return Method.” The Separate Return Method applies Topic 740 to the combined financial statements of the OmniAb members of the consolidated group as if the group member were a separate taxpayer which joined in filing a consolidated federal income tax return and combined state income tax returns separate from Ligand. In general, the taxable loss of Legacy OmniAb for the tax periods ended October 31, 2022 and 2021 was included in Ligand’s U.S. consolidated federal and combined state income tax returns, where applicable. As such, separate income tax returns were not prepared for OmniAb. Consequently, income taxes currently payable are deemed to have been remitted to Ligand in the period the liability arose and income taxes currently receivable are deemed to have been received from Ligand in the period that a refund could have been recognized by OmniAb had we been a separate taxpayer, if applicable. For the period from November 1 through December 31, 2022, the Company will file its own consolidated federal income tax return and combined state income tax returns separate from Ligand. Any income taxes due for the tax year ended December 31, 2022 will be directly payable by the Company. |
Income (Loss) Per Share | Income (Loss) Per Share Basic income (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. For periods prior to the Separation, basic and diluted income (loss) per share was calculated based on the 82.6 million shares issued to Ligand shareholders at the Closing Date. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) represents net income (loss) adjusted for the change during the periods presented in unrealized gains and losses on available-for-sale |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not currently believe that any of these pronouncements will have a material impact on its consolidated and combined financial statements and related disclosures. The Company did not adopt any new accounting standards during the year ended December 31, 2022 which had a material impact on the consolidated and combined financial statements. |
Segment Information | Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision-maker in deciding how to allocate resources and assess performance. The Company currently operates in one reportable business segment. |
Fair Value Measurement | The Company measures its financial assets and liabilities at fair value, which is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level valuation hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial assets and liabilities: • Level 1 - Observable inputs such as unadjusted quoted prices in active markets for identical instruments. • Level 2 - Quoted prices for similar instruments in active markets or inputs that are observable for the asset or liability, either directly or indirectly. • Level 3 - Significant unobservable inputs based on the Company’s assumptions. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Separation-Related Adjustments to the Company's Balance Sheet | The following represents the impact of these Separation-related adjustments to the Company’s balance sheet following the Separation on November 1, 2022: (in thousands) As of Separation-Related As of ASSETS Current assets: Cash and cash equivalents $ 1,842 $ 96,242 $ 98,084 Accounts receivable, net 5,541 (5,541 ) — Prepaid expenses and other current assets 2,220 — 2,220 Total current assets 9,603 90,701 100,304 Deferred income taxes, net 167 (167 ) — Intangible assets, net 166,182 — 166,182 Goodwill 83,979 — 83,979 Property and equipment, net 19,888 19 19,907 Operating lease right-of-use 21,290 — 21,290 Other long-term assets 1,448 — 1,448 Total assets $ 302,557 $ 90,553 $ 393,110 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 8,569 $ (8,096 ) $ 473 Accrued expenses and other current liabilities 3,381 (3,356 ) 25 Current contingent liabilities 1,569 — 1,569 Current deferred revenue 8,582 — 8,582 Current operating lease liabilities 1,611 — 1,611 Total current liabilities 23,712 (11,452 ) 12,260 Long-term contingent liabilities 4,175 — 4,175 Deferred income taxes, net 15,136 5,731 20,867 Long-term operating lease liabilities 24,822 — 24,822 Long-term deferred revenue 5,004 — 5,004 Other long-term liabilities 298 (298 ) — Total liabilities 73,147 (6,019 ) 67,128 Parent company net investment 229,410 (229,410 ) — Common stock — 12 12 Additional paid-in — 325,970 325,970 Total liabilities and stockholders’ equity $ 302,557 $ 90,553 $ 393,110 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of the components of cash, cash equivalents and restricted cash reported in the consolidated and combined balance sheets to the total of the amount presented in the consolidated and combined statements of cash flows: (in thousands) December 31, December 31, Cash and cash equivalents $ 33,390 $ — Restricted cash included in other non-current 449 — Total cash, cash equivalents and restricted cash presented in the consolidated and combined statements of cash flows $ 33,839 $ — |
Schedule of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of the components of cash, cash equivalents and restricted cash reported in the consolidated and combined balance sheets to the total of the amount presented in the consolidated and combined statements of cash flows: (in thousands) December 31, December 31, Cash and cash equivalents $ 33,390 $ — Restricted cash included in other non-current 449 — Total cash, cash equivalents and restricted cash presented in the consolidated and combined statements of cash flows $ 33,839 $ — |
Schedule of Property and Equipment, Useful Life | When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operating income or expense. Asset Estimated Useful Life Lab and office equipment 4 - 7 years Computer hardware 3 - 5 years Leasehold improvements Shorter of the useful life or remaining lease term Computer software Shorter of 3 years or useful life of asset Property and equipment, net, consisted of the following as of December 31, 2022 and 2021: December 31, (in thousands) 2022 2021 Leasehold improvements $ 16,085 $ 1,320 Lab and office equipment 8,126 5,597 Computer equipment and software 641 182 Construction in progress 315 2,988 Property and equipment, at cost 25,167 10,087 Less accumulated depreciation and amortization (5,188 ) (3,292 ) Total property and equipment, net $ 19,979 $ 6,795 |
Summary of Disaggregation of Revenue | The following table represents disaggregation of revenue by type: (Dollars in thousands) 2022 2021 Milestone revenue $ 33,871 $ 10,164 Service revenue 18,784 20,084 License fees 5,055 4,500 Royalty revenue 1,367 — Total revenue $ 59,077 $ 34,748 |
Summary of Revenue from Significant Partners | Revenue from significant partners, which is defined as 10% or more of total revenue, was as follows: Year Ended December 31, 2022 2021 Partner A 47 % 24 % Partner B 15 % 28 % Partner C 10 % (1) Partner D (1) 11 % (1) less than 10% |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Elements of the Business Combination | The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2022: in thousands Amount Cash - A&R FPA - Backstop $ 86,729 Cash - A&R FPA 15,000 Cash - Avista trust and cash, net of redemptions 9,103 Less: Transaction costs paid at closing by Avista (9,209 ) Less: Transaction costs paid at closing by OmniAb (5,381 ) Cash contributions from the Business Combination, net of transaction costs 96,242 Less: Transaction costs accrued not paid by OmniAb (473 ) Net Business Combination and related transactions $ 95,769 The number of shares of common stock issued immediately following the consummation of the Business Combination: Amount Shares issued pursuant to A&R FPA - Backstop 8,672,934 Avista shares held by the Sponsor 4,456,701 Shares issued pursuant to A&R FPA 1,500,000 Earnout shares issued to founders 1,293,299 Common stock of Avista net of redemptions 1,286,136 Total shares issued in Business Combination, A&R FPA 17,209,070 Shares issued for OmniAb common stock 82,611,789 Earnout shares issued to OmniAb 14,999,243 Total shares of common stock immediately following the Business Combination 114,820,102 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value | The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021: Fair Value Measurements as of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 26,056 $ — — $ 26,056 Government and agency securities — 2,987 — 2,987 Corporate debt securities — 1,510 — 1,510 Total cash equivalents $ 26,056 $ 4,497 $ — $ 30,553 Short-term investments Government and agency securities 29,951 4,838 — 34,789 Corporate debt securities — 1,983 — 1,983 Commercial paper — 17,491 — 17,491 Asset-backed securities — 612 — 612 Total short-term investments $ 29,951 $ 24,924 $ — $ 54,875 Liabilities: Current contingent liabilities $ — $ — $ 4,022 $ 4,022 Long-term contingent liabilities — — 4,089 4,089 Total liabilities $ — $ — $ 8,111 $ 8,111 Fair Value Measurements as of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Current contingent liabilities $ — $ — $ 2,538 $ 2,538 Long-term contingent liabilities — — 4,826 4,826 Total liabilities $ — $ — $ 7,364 $ 7,364 |
Summary of Liabilities Measured at Fair Value | The following tables provide a summary of the assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021: Fair Value Measurements as of December 31, 2022 (in thousands) Level 1 Level 2 Level 3 Total Cash equivalents Money market funds $ 26,056 $ — — $ 26,056 Government and agency securities — 2,987 — 2,987 Corporate debt securities — 1,510 — 1,510 Total cash equivalents $ 26,056 $ 4,497 $ — $ 30,553 Short-term investments Government and agency securities 29,951 4,838 — 34,789 Corporate debt securities — 1,983 — 1,983 Commercial paper — 17,491 — 17,491 Asset-backed securities — 612 — 612 Total short-term investments $ 29,951 $ 24,924 $ — $ 54,875 Liabilities: Current contingent liabilities $ — $ — $ 4,022 $ 4,022 Long-term contingent liabilities — — 4,089 4,089 Total liabilities $ — $ — $ 8,111 $ 8,111 Fair Value Measurements as of December 31, 2021 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Current contingent liabilities $ — $ — $ 2,538 $ 2,538 Long-term contingent liabilities — — 4,826 4,826 Total liabilities $ — $ — $ 7,364 $ 7,364 |
Summary of changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value | A reconciliation of the Level 3 financial instruments as of December 31, 2022 and 2021 is as follows: (in thousands) Crystal (1) Taurus (2) xCella (2) Icagen (1) Total Beginning balance as of January 1, 2021 $ 800 $ — $ — $ 6,404 $ 7,204 Payments to CVR holders — — (720 ) (1,050 ) (1,770 ) Fair value adjustments to contingent liabilities (800 ) — 720 2,010 1,930 Balance as of December 31, 2021 — — — 7,364 7,364 Payments to CVR holders — — (1,440 ) (2,025 ) (3,465 ) Fair value adjustments to contingent liabilities — 1,600 3,204 (592 ) 4,212 Balance as of December 31, 2022 $ — $ 1,600 $ 1,764 $ 4,747 $ 8,111 (1) Changes in the fair values of contingent liabilities in connection with the acquisition of Crystal and Icagen are recognized in Other operating (income) expense, net in the consolidated and combined statements of operations and comprehensive loss and in the operating section of the statements of cash flows. Payments to CVR holders are disclosed in the financing section of the statements of cash flows. (2) Changes in the fair values of contingent liabilities in connection with the acquisition of Taurus and xCella are recognized in Intangible assets, net in the consolidated and combined balance sheets. Payments to CVR holders are disclosed in the investing section of the statement of cash flows. |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Short-Term Investments | The following table summarizes short-term investments as of December 31, 2022: As of December 31, 2022 Unrealized (in thousands) Amortized Cost Gains Losses Estimated Fair Value Government and agency securities $ 34,781 $ 15 $ (7 ) $ 34,789 Commercial paper 17,491 — — 17,491 Corporate debt securities 1,983 — — 1,983 Asset-backed securities 611 1 — 612 Total investments $ 54,866 $ 16 $ (7 ) $ 54,875 |
Summary of Available-for-Sale Investments by Maturity | The following table summarizes available-for-sale (in thousands) Amortized Estimated Due in one year or less $ 54,866 $ 54,875 Due after one year — — Total investments $ 54,866 $ 54,875 |
Schedule of Available-for-Sale Debt Securities in an Unrealized Loss Position | The following table summarizes the Company’s available-for-sale As of December 31, 2022 Less than 12 months More than 12 months Total (in thousands) Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses Government and agency securities 7 $ 13,667 $ (7 ) — $ — $ — 7 $ 13,667 $ (7 ) 7 $ 13,667 $ (7 ) — $ — $ — 7 $ 13,667 $ (7 ) |
BALANCE SHEET ACCOUNT DETAILS (
BALANCE SHEET ACCOUNT DETAILS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Account Details [Abstract] | |
Schedule of Property and Equipment, Net | When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operating income or expense. Asset Estimated Useful Life Lab and office equipment 4 - 7 years Computer hardware 3 - 5 years Leasehold improvements Shorter of the useful life or remaining lease term Computer software Shorter of 3 years or useful life of asset Property and equipment, net, consisted of the following as of December 31, 2022 and 2021: December 31, (in thousands) 2022 2021 Leasehold improvements $ 16,085 $ 1,320 Lab and office equipment 8,126 5,597 Computer equipment and software 641 182 Construction in progress 315 2,988 Property and equipment, at cost 25,167 10,087 Less accumulated depreciation and amortization (5,188 ) (3,292 ) Total property and equipment, net $ 19,979 $ 6,795 |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and 2021: December 31, (in thousands) 2022 2021 Compensation $ 4,101 $ 2,320 Royalties owed to third parties 739 296 Professional service fees 664 67 Acquisitions related liabilities — 1,000 Other 53 64 Total accrued expenses and other current liabilities $ 5,557 $ 3,747 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and Intangible Assets | The following is a summary of goodwill and intangible assets: December 31, (in thousands) 2022 2021 Goodwill $ 83,979 $ 83,979 Definite-lived intangible assets Complete technology 231,379 227,403 Less: Accumulated amortization (71,964 ) (60,099 ) Customer relationships 11,100 11,100 Less: Accumulated amortization (3,273 ) (2,083 ) Intangible assets, net $ 167,242 $ 176,321 Total goodwill and other identifiable intangible assets, net $ 251,221 $ 260,300 |
Schedule of Finite- Lived Assets Future Amortization Expense | The remaining weighted-average useful life of definite lived intangible assets is 13.1 years. At December 31, 2022, future amortization expense on intangible assets is estimated to be as follows: (in thousands) Years Ending 2023 $ 13,478 2024 13,478 2025 13,358 2026 13,318 2027 13,318 Thereafter 100,292 $ 167,242 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Expense | The below table provides supplemental cash flow and other information related to operating leases (in thousands, except for lease term and discount rate): Year Ended December 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: $ 2,480 $ 1,071 Right-of-use $ 10,136 $ 14,515 Weighted average remaining lease term (in years) 8.6 9.2 Weighted average discount rate 4.3 % 3.9 % Year Ended December 31, (in thousands) 2022 2021 Operating lease cost $ 3,041 $ 1,630 Variable lease cost 1,281 597 Total lease costs $ 4,322 $ 2,227 |
Schedule of Future Minimum Lease Commitments | Future minimum lease commitments are as follows as of December 31, 2022 (in thousands): Years Ending December 31, Operating Leases 2023 $ 3,329 2024 3,442 2025 3,727 2026 3,822 2027 3,922 Thereafter 15,018 Total lease payments 33,260 Less tenant improvement allowance (1,549 ) Less imputed interest (5,915 ) Present value of lease liabilities $ 25,796 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Compensation Expense | The Company recognized share-based compensation expense by function as follows: Year Ended December 31, (in thousands) 2022 2021 Research and development expenses $ 10,312 $ 9,016 General and administrative expenses 8,010 6,049 Total share-based compensation expense $ 18,322 $ 15,065 The Company recognized share-based compensation expense by award type as follows: Year Ended December 31, (in thousands) 2022 2021 Stock options $ 10,489 $ 9,306 Restricted stock units 5,264 3,823 Performance restricted stock units 2,219 1,852 Employee share purchase plan 350 84 Total share-based compensation expense $ 18,322 $ 15,065 |
Schedule of Assumptions Used to Estimate Fair Value of Employee Stock Options | Following the Separation on November 1, 2022, the fair value of each option issued to employees was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2022 2021 Risk-free interest rate 3.6 % — Expected volatility 49.6 % — Expected term (years) 6.1 0 Dividend yield — % — % |
Schedule of Stock Options Roll Forward | The following table summarizes stock option activity under the Company’s equity award plans: Shares Weighted-average Weighted-average Aggregate (1) Outstanding at January 1, 2022 — Converted in distribution (2) 6,952,164 $ 11.76 Granted 5,849,771 $ 3.71 Exercised — $ — Cancelled/Expired (111,147 ) $ 12.66 Outstanding at December 31, 2022 12,690,788 $ 8.04 8.5 $ 246 Exercisable at December 31, 2022 3,148,763 $ 12.21 5.9 $ — (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for in the money options at December 31, 2022. (2) Excludes 5,625,551 of options issued to Ligand employees. |
Summary of RSU and PRSU Activity | The following table summarizes RSU activity during the year ended December 31, 2022 under the Company’s equity awards plans: Shares Weighted-Average Unvested balance at January 1, 2022 — $ — Converted in distribution (1) 1,017,696 $ 10.36 Granted — $ — Vested (145,544 ) $ 10.47 Forfeited (12,923 ) $ 10.48 Unvested balance at December 31, 2022 859,229 $ 10.31 (1) Excludes 464,196 unvested RSUs issued and outstanding to Ligand employees as of the Separation on November 1, 2022. |
Summary of RSU and PRSU Activity | The following table summarizes the PRSU activity during the year ended December 31, 2022, under the Company’s equity awards plans: Shares Weighted-Average Unvested balance at January 1, 2022 — $ — Converted in distribution (1) 94,749 $ 16.11 Granted — $ — Vested — $ — Forfeited — $ — Unvested balance at December 31, 2022 94,749 $ 16.11 (1) Pursuant to the terms of the awards granted, the actual number of awards earned could range between —% and 200% of target. The amount disclosed represents PRSU grants at target payout. |
Schedule of Assumptions Used to Estimate Fair Value of Employee Stock Options | Following the Separation on November 1, 2022, the fair value of ESPP shares issued to employees was estimated on the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions: Year Ended December 31, 2022 2021 Risk-free interest rate 4.7 % — Expected volatility 54.8 % — Expected term (years) 1.3 0 Dividend yield — % — % |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax expense (benefit) are as follows: Year Ended December 31, (in thousands) 2022 2021 Current expense (benefit): Federal $ 3,477 $ — State 44 17 3,521 17 Deferred expense (benefit): Federal (7,063 ) (6,756 ) State (185 ) (569 ) (7,248 ) (7,325 ) Total income tax expense (benefit) $ (3,727 ) $ (7,308 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense (benefit) to the amount computed by applying the statutory federal income tax rate to the net income (loss) is summarized as follows: Year Ended December 31, (in thousands) 2022 2021 Tax at federal statutory rate $ (5,473 ) 21.0 % $ (7,214 ) 21.0 % State, net of federal benefit (218 ) 0.8 % (350 ) 1.0 % Contingent liabilities — — % (168 ) 0.5 % Share-based compensation 2,371 (9.0 )% 1,143 (3.3 )% Foreign-derived intangible income (55 ) 0.2 % — — % Research and development credits (444 ) 1.7 % (1,064 ) 3.1 % Change in uncertain tax positions 78 (0.3 )% 119 (0.3 )% State tax rate change (570 ) 2.2 % 37 (0.1 )% Change in valuation allowance 880 (3.4 )% 228 (0.7 )% Other (296 ) 1.1 % (39 ) 0.1 % Total income tax benefit and effective tax rate $ (3,727 ) 14.3 % $ (7,308 ) 21.3 % |
Schedule of Deferred Tax Assets and Liabilities | The Company offsets all deferred tax assets and liabilities by jurisdiction, as well as any related valuation allowance, and presents them on our consolidated balance sheet as a non-current December 31, (in thousands) 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 316 $ 6,618 Research credit carryforwards 1,341 2,803 Share-based compensation 3,454 1,703 Deferred revenue 2,090 1,768 Operating lease liabilities 5,650 3,088 Contingent liabilities 745 — Capitalized research and experimental expenditures 4,992 — Other 256 1,488 Valuation allowance for deferred tax assets (314 ) (526 ) Net deferred tax assets $ 18,530 $ 16,942 Deferred tax liabilities: Identified intangibles $ (32,890 ) $ (35,114 ) Operating lease assets (4,713 ) (2,973 ) Fixed assets (2,212 ) — Other (56 ) (817 ) Net deferred tax liabilities $ (39,871 ) $ (38,904 ) Deferred income taxes, net $ (21,341 ) $ (21,962 ) |
Schedule of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns Roll Forward | A reconciliation of the amount of unrecognized tax benefits at December 31, 2022 and 2021 is as follows: December 31, (in thousands) 2022 2021 Balance at beginning of year $ 894 $ 766 Additions based on tax positions related to the current year 41 128 Reductions for tax positions of prior years (472 ) — Balance at end of year $ 463 $ 894 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Net Loss Per Share | The following table outlines the basic and diluted net loss per share for the years ended December 31, 2022 and 2021 (in thousands, except per share data): Year Ended 2022 2021 Net loss $ (22,334 ) $ (27,042 ) Weighted-average shares outstanding, basic and diluted 85,318 82,612 Net loss per share, basic and diluted $ (0.26 ) $ (0.33 ) |
Summary of Dilutive Common Shares | The following table outlines dilutive common share equivalents outstanding, which are excluded in the above diluted net loss per share calculation, as the effect of their inclusion would be anti-dilutive or the share equivalents were contingently issuable as of each period presented: December 31, 2022 2021 Options to purchase common stock issued and outstanding (1) 18,033,304 — Earnout shares 16,292,542 — Avista private placement warrants 8,233,333 — Avista public warrants 7,666,667 — Shares expected to be purchased under employee stock purchase plan 1,983,180 — Forward purchase warrants 1,666,667 — Backstop warrants 1,445,489 — Restricted stock units issued and outstanding (1) 1,308,070 — Total anti-dilutive shares 56,629,252 — (1) Outstanding stock options and restricted stock units include awards outstanding to employees of Ligand. |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 01, 2022 USD ($) $ / shares | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Proceeds from consummation of separation transaction | $ 1,800 | $ 1,842 | $ 0 | |
Common shares, par value, (dollars per share) | $ / shares | $ 0.001 | $ 0.0001 | $ 0.0001 | |
Contingent consideration, liability, share | shares | 1 | |||
Voting interest prior to combination, percentage | 0.85 | |||
Net Business Combination and related transactions | $ 95,769 | |||
Total revenues | 59,077 | $ 34,748 | ||
Net loss | $ (22,334) | $ (27,042) | ||
Subsequent Event | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Milestone payments | $ 35,000 |
ORGANIZATION AND BASIS OF PRE_4
ORGANIZATION AND BASIS OF PRESENTATION - Summary of Separation-Related Adjustments to the Company's Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Nov. 01, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 33,390 | $ 98,084 | $ 0 |
Accounts receivable, net | 0 | ||
Prepaid expenses and other current assets | 6,395 | 2,220 | 1,406 |
Total current assets | 124,950 | 100,304 | 22,542 |
Intangible assets, net | 167,242 | 166,182 | 176,321 |
Goodwill | 83,979 | 83,979 | 83,979 |
Property and equipment, net | 19,979 | 19,907 | 6,795 |
Operating lease right-of-use assets | 21,483 | 21,290 | 13,332 |
Other long-term assets | 3,579 | 1,448 | 1,496 |
Total assets | 421,212 | 393,110 | 304,465 |
Current liabilities: | |||
Accounts payable | 2,971 | 473 | 2,924 |
Accrued expenses and other current liabilities | 25 | ||
Current contingent liabilities | 4,022 | 1,569 | 2,538 |
Current deferred revenue | 8,207 | 8,582 | 10,790 |
Current operating lease liabilities | 1,780 | 1,611 | 578 |
Total current liabilities | 26,022 | 12,260 | 20,577 |
Long-term contingent liabilities | 4,089 | 4,175 | 4,826 |
Deferred income taxes, net | 21,341 | 20,867 | 21,962 |
Long-term operating lease liabilities | 24,016 | 24,822 | 13,272 |
Long-term deferred revenue | 4,325 | 5,004 | 9,226 |
Other long-term liabilities | 46 | 0 | 295 |
Total liabilities | 79,839 | 67,128 | 70,158 |
Parent company net investment | 0 | 0 | 234,307 |
Common stock | 12 | 12 | 0 |
Additional paid-in capital | 330,100 | 325,970 | 0 |
Total liabilities and stockholders' equity | $ 421,212 | 393,110 | $ 304,465 |
As of October 31, 2022 | |||
Current assets: | |||
Cash and cash equivalents | 1,842 | ||
Accounts receivable, net | 5,541 | ||
Prepaid expenses and other current assets | 2,220 | ||
Total current assets | 9,603 | ||
Deferred income taxes, net | 167 | ||
Intangible assets, net | 166,182 | ||
Goodwill | 83,979 | ||
Property and equipment, net | 19,888 | ||
Operating lease right-of-use assets | 21,290 | ||
Other long-term assets | 1,448 | ||
Total assets | 302,557 | ||
Current liabilities: | |||
Accounts payable | 8,569 | ||
Accrued expenses and other current liabilities | 3,381 | ||
Current contingent liabilities | 1,569 | ||
Current deferred revenue | 8,582 | ||
Current operating lease liabilities | 1,611 | ||
Total current liabilities | 23,712 | ||
Long-term contingent liabilities | 4,175 | ||
Deferred income taxes, net | 15,136 | ||
Long-term operating lease liabilities | 24,822 | ||
Long-term deferred revenue | 5,004 | ||
Other long-term liabilities | 298 | ||
Total liabilities | 73,147 | ||
Parent company net investment | 229,410 | ||
Common stock | 0 | ||
Additional paid-in capital | 0 | ||
Total liabilities and stockholders' equity | 302,557 | ||
Separation-Related Adjustment | |||
Current assets: | |||
Cash and cash equivalents | 96,242 | ||
Accounts receivable, net | (5,541) | ||
Prepaid expenses and other current assets | 0 | ||
Total current assets | 90,701 | ||
Deferred income taxes, net | (167) | ||
Intangible assets, net | 0 | ||
Goodwill | 0 | ||
Property and equipment, net | 19 | ||
Operating lease right-of-use assets | 0 | ||
Other long-term assets | 0 | ||
Total assets | 90,553 | ||
Current liabilities: | |||
Accounts payable | (8,096) | ||
Accrued expenses and other current liabilities | (3,356) | ||
Current contingent liabilities | 0 | ||
Current deferred revenue | 0 | ||
Current operating lease liabilities | 0 | ||
Total current liabilities | (11,452) | ||
Long-term contingent liabilities | 0 | ||
Deferred income taxes, net | 5,731 | ||
Long-term operating lease liabilities | 0 | ||
Long-term deferred revenue | 0 | ||
Other long-term liabilities | (298) | ||
Total liabilities | (6,019) | ||
Parent company net investment | (229,410) | ||
Common stock | 12 | ||
Additional paid-in capital | 325,970 | ||
Total liabilities and stockholders' equity | $ 90,553 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Nov. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 33,390 | $ 98,084 | $ 0 | |
Restricted cash included in other non-current assets | 449 | 0 | ||
Total cash, cash equivalents and restricted cash presented in the consolidated and combined statements of cash flows | $ 33,839 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Computer software | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated Useful Life | 3 years |
Minimum | Lab and office equipment | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated Useful Life | 4 years |
Minimum | Computer equipment and software | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated Useful Life | 3 years |
Maximum | Lab and office equipment | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated Useful Life | 7 years |
Maximum | Computer equipment and software | |
Summary Of Significant Accounting Policies [Line Items] | |
Estimated Useful Life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Nov. 01, 2022 $ / shares shares | Dec. 31, 2022 USD ($) segment reporting_unit $ / shares shares | Dec. 31, 2021 USD ($) shares | Mar. 23, 2022 shares | |
Number of reporting units | reporting_unit | 1 | |||
Warrant price (dollars per share) | $ / shares | $ 10 | $ 11.5 | ||
Contract with customer liability revenue recognized | $ | $ 10.5 | $ 7.4 | ||
Weighted-average shares outstanding, basic (in shares) | 82,600,000 | 85,318,000 | 82,611,789 | |
Weighted-average shares outstanding, diluted (in shares) | 82,600,000 | 85,318,000 | 82,612,000 | |
Number of reportable segments | segment | 1 | |||
Private Placement Warrants | ||||
Warrants outstanding (in shares) | 8,233,333 | |||
Warrant restriction on transfer | 30 days | |||
Forward Purchase Warrants | ||||
Warrants outstanding (in shares) | 1,666,667 | |||
Backstop warrants | ||||
Warrants outstanding (in shares) | 1,445,489 | |||
Avista private placement warrants | ||||
Warrants outstanding (in shares) | 7,666,667 | 8,233,333 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 59,077 | $ 34,748 |
Milestone revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 33,871 | 10,164 |
Service revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 18,784 | 20,084 |
License fees | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 5,055 | 4,500 |
Royalty revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 1,367 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Revenue from Significant Partners (Details) - Revenue from Contract with Customer Benchmark - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Partner A | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 47% | 24% |
Partner B | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 15% | 28% |
Partner C | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10% | |
Partner D | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11% |
RELATIONSHIP WITH PARENT AND _2
RELATIONSHIP WITH PARENT AND RELATED ENTITIES - Additional Details (Details) - USD ($) $ in Thousands | 10 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |||
Total share-based compensation expense | $ 18,322 | $ 15,065 | |
Share-Based Payment Arrangement, Tranche One | |||
RELATED PARTY TRANSACTIONS | |||
Award vesting period | 6 months | ||
Award vesting period, percentage | 12.50% | ||
Share-Based Payment Arrangement, Tranche Two | |||
RELATED PARTY TRANSACTIONS | |||
Award vesting period | 42 months | ||
Award vesting period, percentage | 2.10% | ||
Employee share purchase plan | |||
RELATED PARTY TRANSACTIONS | |||
Total share-based compensation expense | $ 350 | 84 | |
Series of offering periods | 24 months | ||
Purchase price of common stock expressed as a percentage of its fair value | 85% | ||
General Corporate Overhead [Member] | |||
RELATED PARTY TRANSACTIONS | |||
Selling, general and administrative expenses from transactions with related party | $ 5,500 | 6,100 | |
Employee Stock Purchase Plan | |||
RELATED PARTY TRANSACTIONS | |||
Total share-based compensation expense | 14,400 | 15,100 | |
Former Parent's ESPP | Employee share purchase plan | |||
RELATED PARTY TRANSACTIONS | |||
Total share-based compensation expense | $ 100 | 100 | |
Maximum deductions, percentage | 10% | ||
Series of offering periods | 6 months | ||
Purchase price of common stock expressed as a percentage of its fair value | 85% | ||
Maximum amount of common stock purchased (in dollars) | $ 25 | ||
Research and development expenses | |||
RELATED PARTY TRANSACTIONS | |||
Total share-based compensation expense | 10,312 | 9,016 | |
Research and development expenses | Employee Stock Purchase Plan | |||
RELATED PARTY TRANSACTIONS | |||
Total share-based compensation expense | 8,200 | 9,000 | |
General and administrative expenses | |||
RELATED PARTY TRANSACTIONS | |||
Total share-based compensation expense | $ 8,010 | 6,049 | |
General and administrative expenses | Employee Stock Purchase Plan | |||
RELATED PARTY TRANSACTIONS | |||
Total share-based compensation expense | $ 6,200 | $ 6,100 |
BUSINESS COMBINATION- Additiona
BUSINESS COMBINATION- Additional Details (Details) - USD ($) | 8 Months Ended | 11 Months Ended | 12 Months Ended | |||
Nov. 01, 2022 | Mar. 23, 2022 | Nov. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Common shares, par value, (dollars per share) | $ 0.001 | $ 0.001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Weighted-average shares outstanding, basic (in shares) | 82,600,000 | 85,318,000 | 82,611,789 | |||
Earnout shares issued to OmniAb (in shares) | 14,999,243 | |||||
VWAP trading price (dollars per share) | $ 12.5 | |||||
Threshold trading days | 20 days | 5 days | ||||
Threshold consecutive trading days | 30 days | |||||
Common shares, shares authorized (in shares) | 0 | 1,000,000,000 | 0 | |||
Preferred stock, shares authorized (in shares) | 0 | 100,000,000 | 0 | |||
Warrant price (dollars per share) | $ 10 | $ 10 | $ 11.5 | |||
Authorized capital stock (in shares) | 1,100,000,000 | |||||
Preferred stock, par value, (dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Amended and Restated Forward Purchase Agreement | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 1,500,000 | |||||
Consideration received | $ 15,000,000 | |||||
Amended and Restated Forward Purchase Agreement - Backstop | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Issuance of Class B ordinary shares to Sponsor (in shares) | 8,672,934 | |||||
Consideration received | $ 86,700,000 | |||||
Avista Acquisition LP II | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Issuance of common stock (in shares) | 1,293,299 | |||||
Forward Purchase Warrants | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Warrants outstanding (in shares) | 1,666,667 | |||||
Backstop warrants | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Warrants outstanding (in shares) | 1,445,489 | |||||
Public Warrants | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Shares cancelled in exchange for common stock (in shares) | 1 | |||||
Shares vesting upon first achievement, percentage | 50% | |||||
Threshold trading days | 20 days | |||||
Threshold consecutive trading days | 30 days | |||||
Threshold after closing date | 5 years | 5 years | 5 years | |||
Warrants outstanding (in shares) | 7,666,667 | 7,666,667 | ||||
Sponsor | Avista Public Acquisition Corp. II | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Maximum additional aggregate purchase price | $ 100,000,000 | |||||
Earnout shares | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Commons stock subject to price-based earnout triggers (in shares) | 758.42000 | 758.42000 | ||||
VWAP trading price (dollars per share) | $ 15 | |||||
New OmniAb Common Stock | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Shares cancelled in exchange for common stock (in shares) | 4,900.07000 | 4,900.07000 | ||||
Common shares, par value, (dollars per share) | $ 0.0001 | $ 0.0001 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Elements of the Business Combination (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reverse Recapitalization [Line Items] | |||
Proceeds from issuance of common stock in Business Combination | $ 96,242 | $ 0 | |
Cash - Avista trust and cash, net of redemptions | 9,103 | ||
Cash contributions from the Business Combination, net of transaction costs | 96,242 | ||
Less: Transaction costs accrued not paid by OmniAb | (473) | ||
Net Business Combination and related transactions | $ 95,769 | ||
Avista shares held by the sponsor (in shares) | 4,456,701 | ||
Total shares issued in Business Combination, A&R FPA (in shares) | 17,209,070 | ||
Shares issued for OmniAb common stock (in shares) | 82,611,789 | ||
Earnout shares issued to OmniAb (in shares) | 14,999,243 | ||
Common shares, shares outstanding (in shares) | 114,820,102 | 115,218,229 | 0 |
Amended and Restated Forward Purchase Agreement - Backstop | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Proceeds from issuance of common stock in Business Combination | $ 86,729 | ||
Issuance of shares to Sponsor (in shares) | 8,672,934 | ||
Amended and Restated Forward Purchase Agreement | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Proceeds from issuance of common stock in Business Combination | 15,000 | ||
Issuance of shares to Sponsor (in shares) | 1,500,000 | ||
Avista Public Acquisition Corp. II | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Less: Transaction costs paid at closing | (9,209) | ||
OmniAb | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Less: Transaction costs paid at closing | $ (5,381) | ||
Avista Acquisition LP II | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Issuance of common stock (in shares) | 1,293,299 | ||
Avista Common Stock | |||
Schedule Of Reverse Recapitalization [Line Items] | |||
Issuance of common stock (in shares) | 1,286,136 |
FAIR VALUE MEASUREMENT - Summar
FAIR VALUE MEASUREMENT - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Nov. 01, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | $ 54,875 | ||
Current contingent liabilities | 4,022 | $ 1,569 | $ 2,538 |
Long-term contingent liabilities | 4,089 | $ 4,175 | 4,826 |
Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 34,789 | ||
Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 1,983 | ||
Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 17,491 | ||
Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 612 | ||
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 30,553 | ||
Total short-term investments | 54,875 | ||
Current contingent liabilities | 4,022 | 2,538 | |
Long-term contingent liabilities | 4,089 | 4,826 | |
Total liabilities | 8,111 | 7,364 | |
Fair Value, Recurring | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 34,789 | ||
Fair Value, Recurring | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 1,983 | ||
Fair Value, Recurring | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 17,491 | ||
Fair Value, Recurring | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 612 | ||
Fair Value, Recurring | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 26,056 | ||
Fair Value, Recurring | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 2,987 | ||
Fair Value, Recurring | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 1,510 | ||
Level 1 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 26,056 | ||
Total short-term investments | 29,951 | ||
Current contingent liabilities | 0 | 0 | |
Long-term contingent liabilities | 0 | 0 | |
Total liabilities | 0 | 0 | |
Level 1 | Fair Value, Recurring | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 29,951 | ||
Level 1 | Fair Value, Recurring | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | ||
Level 1 | Fair Value, Recurring | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | ||
Level 1 | Fair Value, Recurring | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | ||
Level 1 | Fair Value, Recurring | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 26,056 | ||
Level 1 | Fair Value, Recurring | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | ||
Level 1 | Fair Value, Recurring | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | ||
Level 2 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 4,497 | ||
Total short-term investments | 24,924 | ||
Current contingent liabilities | 0 | 0 | |
Long-term contingent liabilities | 0 | 0 | |
Total liabilities | 0 | 0 | |
Level 2 | Fair Value, Recurring | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 4,838 | ||
Level 2 | Fair Value, Recurring | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 1,983 | ||
Level 2 | Fair Value, Recurring | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 17,491 | ||
Level 2 | Fair Value, Recurring | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 612 | ||
Level 2 | Fair Value, Recurring | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | ||
Level 2 | Fair Value, Recurring | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 2,987 | ||
Level 2 | Fair Value, Recurring | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 1,510 | ||
Level 3 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | ||
Total short-term investments | 0 | ||
Current contingent liabilities | 4,022 | 2,538 | |
Long-term contingent liabilities | 4,089 | 4,826 | |
Total liabilities | 8,111 | $ 7,364 | |
Level 3 | Fair Value, Recurring | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | ||
Level 3 | Fair Value, Recurring | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | ||
Level 3 | Fair Value, Recurring | Commercial paper | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | ||
Level 3 | Fair Value, Recurring | Asset-backed securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total short-term investments | 0 | ||
Level 3 | Fair Value, Recurring | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | ||
Level 3 | Fair Value, Recurring | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | 0 | ||
Level 3 | Fair Value, Recurring | Corporate debt securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total cash equivalents | $ 0 |
FAIR VALUE MEASUREMENT - Summ_2
FAIR VALUE MEASUREMENT - Summary of Level 3 Financial Instruments (Details) - Business Combination Contingent Consideration Liability - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of level 3 financial instruments, beginning balance | $ 7,364 | $ 7,204 |
Payments to CVR holders | (3,465) | (1,770) |
Fair value adjustments to contingent liabilities | 4,212 | 1,930 |
Fair value of level 3 financial instruments, ending balance | 8,111 | 7,364 |
Crystal | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of level 3 financial instruments, beginning balance | 0 | 800 |
Payments to CVR holders | 0 | 0 |
Fair value adjustments to contingent liabilities | 0 | (800) |
Fair value of level 3 financial instruments, ending balance | 0 | 0 |
Taurus | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of level 3 financial instruments, beginning balance | 0 | 0 |
Payments to CVR holders | 0 | 0 |
Fair value adjustments to contingent liabilities | 1,600 | 0 |
Fair value of level 3 financial instruments, ending balance | 1,600 | 0 |
xCella | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of level 3 financial instruments, beginning balance | 0 | 0 |
Payments to CVR holders | (1,440) | (720) |
Fair value adjustments to contingent liabilities | 3,204 | 720 |
Fair value of level 3 financial instruments, ending balance | 1,764 | 0 |
Icagen | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of level 3 financial instruments, beginning balance | 7,364 | 6,404 |
Payments to CVR holders | (2,025) | (1,050) |
Fair value adjustments to contingent liabilities | (592) | 2,010 |
Fair value of level 3 financial instruments, ending balance | $ 4,747 | $ 7,364 |
SHORT-TERM INVESTMENTS - Schedu
SHORT-TERM INVESTMENTS - Schedule of Short-Term Investments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | $ 54,866 |
Gains | 16 |
Losses | (7) |
Estimated Fair Value | 54,875 |
Government and agency securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 34,781 |
Gains | 15 |
Losses | (7) |
Estimated Fair Value | 34,789 |
Commercial paper | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 17,491 |
Gains | 0 |
Losses | 0 |
Estimated Fair Value | 17,491 |
Corporate debt securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 1,983 |
Gains | 0 |
Losses | 0 |
Estimated Fair Value | 1,983 |
Asset-backed securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Amortized Cost | 611 |
Gains | 1 |
Losses | 0 |
Estimated Fair Value | $ 612 |
SHORT-TERM INVESTMENTS - Summar
SHORT-TERM INVESTMENTS - Summary of Available-for-Sale Investments by Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Amortized Cost | |
Due in one year or less | $ 54,866 |
Due after one year | 0 |
Total investments | 54,866 |
Estimated Fair Value | |
Due in one year or less | 54,875 |
Due after one year | 0 |
Total investments | $ 54,875 |
SHORT-TERM INVESTMENTS - Summ_2
SHORT-TERM INVESTMENTS - Summary of Available-for-Sale Investments in a Continuous Loss Position (Details) $ in Thousands | Dec. 31, 2022 USD ($) SECURITY |
Debt Securities, Available-for-Sale [Line Items] | |
Count | SECURITY | 7 |
Fair Value | $ 13,667 |
Unrealized Losses | $ (7) |
Count | SECURITY | 0 |
Fair Value | $ 0 |
Unrealized Losses | $ 0 |
Count | SECURITY | 7 |
Fair Value | $ 13,667 |
Unrealized Losses | $ (7) |
Government and agency securities | |
Debt Securities, Available-for-Sale [Line Items] | |
Count | SECURITY | 7 |
Fair Value | $ 13,667 |
Unrealized Losses | $ (7) |
Count | SECURITY | 0 |
Fair Value | $ 0 |
Unrealized Losses | $ 0 |
Count | SECURITY | 7 |
Fair Value | $ 13,667 |
Unrealized Losses | $ (7) |
BALANCE SHEET ACCOUNT DETAILS -
BALANCE SHEET ACCOUNT DETAILS - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Nov. 01, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $ 25,167 | $ 10,087 | |
Less accumulated depreciation and amortization | (5,188) | (3,292) | |
Total property and equipment, net | 19,979 | $ 19,907 | 6,795 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 16,085 | 1,320 | |
Lab and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 8,126 | 5,597 | |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | 641 | 182 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, at cost | $ 315 | $ 2,988 |
BALANCE SHEET ACCOUNT DETAILS_2
BALANCE SHEET ACCOUNT DETAILS - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Depreciation expense | $ 3.2 | $ 2 |
BALANCE SHEET ACCOUNT DETAILS_3
BALANCE SHEET ACCOUNT DETAILS - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Account Details [Abstract] | ||
Compensation | $ 4,101 | $ 2,320 |
Royalties owed to third parties | 739 | 296 |
Professional service fees | 664 | 67 |
Acquisitions related liabilities | 0 | 1,000 |
Other | 53 | 64 |
Total accrued liabilities | $ 5,557 | $ 3,747 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Summary of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Nov. 01, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | |||
Goodwill | $ 83,979 | $ 83,979 | $ 83,979 |
Definite-lived intangible assets | |||
Intangible assets, net | 167,242 | $ 166,182 | 176,321 |
Total goodwill and other identifiable intangible assets, net | 251,221 | 260,300 | |
Complete technology | |||
Definite-lived intangible assets | |||
Definite-lived intangible assets | 231,379 | 227,403 | |
Less: Accumulated amortization | (71,964) | (60,099) | |
Customer relationships | |||
Definite-lived intangible assets | |||
Definite-lived intangible assets | 11,100 | 11,100 | |
Less: Accumulated amortization | $ (3,273) | $ (2,083) |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Additional Details (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-lived asset, useful life (in years) | 20 years | |
Amortization expense | $ 13,050,000 | $ 12,968,000 |
Impairment of intangible assets | $ 0 | $ 0 |
Finite-lived asset, weighted average useful life (in years) | 13 years 1 month 6 days |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Schedule of Finite- Lived Assets Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 13,478 |
2024 | 13,478 |
2025 | 13,358 |
2026 | 13,318 |
2027 | 13,318 |
Thereafter | 100,292 |
Total future amortization expense | $ 167,242 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Summary of Supplemental Cash Flow and Other Information Related to Operating Leases (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | ||
Cash paid for amounts included in the measurement of lease liabilities: | $ | $ 2,480 | $ 1,071 |
Right-of-use assets obtained in exchange for lease obligations: | $ | $ 10,136 | $ 14,515 |
Weighted average remaining lease term (in years) | 8 years 7 months 6 days | 9 years 2 months 12 days |
Weighted average discount rate | 4.30% | 3.90% |
Emeryville, California | ||
Other Commitments [Line Items] | ||
Leased area, square footage | ft² | 35,000 | |
Durham, North Carolina | ||
Other Commitments [Line Items] | ||
Leased area, square footage | ft² | 31,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Summary of Operating Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 3,041 | $ 1,630 |
Variable lease cost | 1,281 | 597 |
Total lease costs | $ 4,322 | $ 2,227 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Lease Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Leases | |
2023 | $ 3,329 |
2024 | 3,442 |
2025 | 3,727 |
2026 | 3,822 |
2027 | 3,922 |
Thereafter | 15,018 |
Total lease payments | 33,260 |
Less tenant improvement allowance | (1,549) |
Less imputed interest | (5,915) |
Present value of lease liabilities | $ 25,796 |
STOCKHOLDER'S EQUITY - Addition
STOCKHOLDER'S EQUITY - Additional Details (Details) | 8 Months Ended | 11 Months Ended | 12 Months Ended | ||
Nov. 01, 2022 $ / shares shares | Nov. 01, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2022 vote $ / shares shares | Mar. 23, 2022 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Authorized capital stock (in shares) | 1,100,000,000 | ||||
Common shares, shares authorized (in shares) | 0 | 1,000,000,000 | |||
Preferred stock, shares authorized (in shares) | 0 | 100,000,000 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | |||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||
Voting rights | vote | 1 | ||||
Threshold trading days | 20 days | 5 days | |||
Threshold consecutive trading days | 30 days | ||||
Shares vesting upon first achievement, percentage | 50 | ||||
VWAP trading price (dollars per share) | $ / shares | $ 12.5 | ||||
Warrant price (dollars per share) | $ / shares | $ 10 | $ 10 | $ 11.5 | ||
2022 Incentive Award Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares available for issuance (in shares) | 16,409,022 | ||||
2022 Ligand Service Provider Assumed Award Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares available for issuance, annual increase, percentage | 5% | ||||
Shares available for issuance (in shares) | 5,997,765 | ||||
2022 OmniAb Service Provider Assumed Award Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Shares available for issuance (in shares) | 8,302,710 | ||||
Public Warrants | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Threshold trading days | 20 days | ||||
Threshold consecutive trading days | 30 days | ||||
Threshold after closing date | 5 years | 5 years | |||
Shares vesting upon second achievement, percentage | 50% | ||||
Warrants outstanding (in shares) | 7,666,667 | 7,666,667 | |||
Shares cancelled in exchange for common stock (in shares) | 1 | ||||
Trading days prior to redemption notice | 3 days | ||||
Redemption price (dollars per share) | $ / shares | $ 0.01 | ||||
Redemption period | 30 days | ||||
Warrant redemption, minimum share price (dollars per share) | $ / shares | $ 18 | ||||
Private Placement Warrants | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Threshold trading days | 30 days | ||||
Warrants outstanding (in shares) | 8,233,333 | 8,233,333 | |||
Shares cancelled in exchange for common stock (in shares) | 1 | 1 | |||
Forward Purchase Warrants | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 1,666,667 | ||||
Backstop warrants | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrants outstanding (in shares) | 1,445,489 | ||||
Earnout shares | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
VWAP trading price (dollars per share) | $ / shares | $ 15 |
SHARE-BASED COMPENSATION - Summ
SHARE-BASED COMPENSATION - Summary of Share-Based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 18,322 | $ 15,065 |
Research and development expenses | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 10,312 | 9,016 |
General and administrative expenses | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 8,010 | $ 6,049 |
SHARE-BASED COMPENSATION - Su_2
SHARE-BASED COMPENSATION - Summary of Share-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 18,322 | $ 15,065 |
Stock options | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 10,489 | $ 9,306 |
Risk-free interest rate | 3.60% | 0% |
Expected volatility | 49.60% | 0% |
Expected term (years) | 6 years 1 month 6 days | 0 days |
Dividend yield | 0% | 0% |
Restricted stock units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 5,264 | $ 3,823 |
Performance restricted stock units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | 2,219 | 1,852 |
Employee share purchase plan | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total share-based compensation expense | $ 350 | $ 84 |
Risk-free interest rate | 4.70% | 0% |
Expected volatility | 54.80% | 0% |
Expected term (years) | 1 year 3 months 18 days | 0 years |
Dividend yield | 0% | 0% |
SHARE-BASED COMPENSATION - Sche
SHARE-BASED COMPENSATION - Schedule of Assumptions Used to Estimate Fair Value of Employee Stock Options (Details) - Employee share purchase plan | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 4.70% | 0% |
Expected volatility | 54.80% | 0% |
Expected term (years) | 1 year 3 months 18 days | 0 years |
Dividend yield | 0% | 0% |
SHARE-BASED COMPENSATION - Sc_2
SHARE-BASED COMPENSATION - Schedule of Stock Options Roll Forward (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Shares | |
Outstanding, beginning of period (in shares) | 0 |
Converted in distribution (in shares) | 6,952,164 |
Granted (in shares) | 5,849,771 |
Exercised (in shares) | 0 |
Cancelled/Expired (in shares) | (111,147) |
Outstanding, end of period (in shares) | 12,690,788 |
Exercisable (in shares) | 3,148,763 |
Weighted-average exercise price per share | |
Weighted-average exercise price per share, beginning balance (in dollars per share) | $ / shares | |
Converted in distribution (in dollars per share) | $ / shares | 11.76 |
Granted (in dollars per share) | $ / shares | 3.71 |
Exercised (in dollars per share) | $ / shares | 0 |
Cancelled/expired (in dollars per share) | $ / shares | 12.66 |
Weighted-average exercise price per share, ending balance (in dollars per share) | $ / shares | 8.04 |
Exercisable (in dollars per share) | $ / shares | $ 12.21 |
Weighted-average remaining contractual life (in years) | 8 years 6 months |
Weighted-average remaining contractual life, excercisable (in years) | 5 years 10 months 24 days |
Aggregate intrinsic value | $ | $ 246 |
Aggregate intrinsic value, exercisable | $ | $ 0 |
Parent company net investment | |
Shares | |
Outstanding, end of period (in shares) | 5,625,551 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional Details (Details) $ / shares in Units, $ in Millions | 8 Months Ended | 12 Months Ended | |||
Nov. 01, 2022 | Nov. 01, 2022 | Dec. 31, 2022 USD ($) period shares | Dec. 31, 2021 | Dec. 31, 2007 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Threshold trading days | 20 days | 5 days | |||
Common stock, cash dividend (dollars per share) | $ / shares | $ 2.5 | ||||
OmniAb | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ 29.3 | ||||
Parent company net investment | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense | $ 5.5 | ||||
Share-Based Payment Arrangement, Tranche One | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting period | 6 months | ||||
Award vesting period, percentage | 12.50% | ||||
Share-Based Payment Arrangement, Tranche Two | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting period | 42 months | ||||
Award vesting period, percentage | 2.10% | ||||
Stock options | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Expiration period | 10 years | ||||
Dividend yield | 0% | 0% | |||
Stock options | OmniAb | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted-average period for recognition | 1 year 7 months 28 days | ||||
Stock options | Parent company net investment | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted-average period for recognition | 1 year 3 days | ||||
Restricted stock units | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Intrinsic value of RSUs vested | $ 0.5 | ||||
Restricted stock units | OmniAb | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted-average period for recognition | 1 year 4 months 20 days | ||||
Unrecognized stock-based compensation expense related to RSUs and ESPP | $ 5.8 | ||||
Restricted stock units | Parent company net investment | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted-average period for recognition | 1 year 3 days | ||||
Unrecognized stock-based compensation expense related to RSUs and ESPP | $ 2.6 | ||||
Performance restricted stock units | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Performance restricted stock units | Minimum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting period, percentage | 0% | ||||
Performance restricted stock units | Maximum | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Award vesting period, percentage | 200% | ||||
Performance restricted stock units | OmniAb | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted-average period for recognition | 2 years | ||||
Unrecognized stock-based compensation expense related to RSUs and ESPP | $ 1.2 | ||||
Employee share purchase plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Dividend yield | 0% | 0% | |||
Weighted-average period for recognition | 1 year 2 months 19 days | ||||
Unrecognized stock-based compensation expense related to RSUs and ESPP | $ 1.6 | ||||
Series of offering periods | 24 months | ||||
Number of offering periods | period | 4 | ||||
Offering period | 6 months | ||||
Initial offering period | 24 months | ||||
Purchase price of common stock expressed as a percentage of its fair value | 85% | ||||
Shares available to be issued under ESPP (in shares) | shares | 1,758,109 | ||||
Increase in shares available for issuance, percent | 0.01 |
SHARE-BASED COMEPNSATION - Summ
SHARE-BASED COMEPNSATION - Summary of RSU and PRSU Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Nov. 01, 2022 | |
Restricted stock units | ||
Shares | ||
Unvested, beginning balance (in shares) | 0 | |
Converted in distribution (in shares) | 1,017,696 | |
Granted (in shares) | 0 | |
Vested (in shares) | (145,544) | |
Forfeited (in shares) | (12,923) | |
Unvested, ending balance (in shares) | 859,229 | |
Weighted-Average Grant Date Fair Value | ||
Unvested, beginning balance (in dollars per share) | $ 0 | |
Converted in distribution (in dollars per share) | 10.36 | |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 10.47 | |
Forfeited (in dollars per share) | 10.48 | |
Unvested, ending balance (in dollars per share) | $ 10.31 | |
Unvested RSUs (in shares) | 859,229 | |
Restricted stock units | Parent company net investment | ||
Weighted-Average Grant Date Fair Value | ||
Unvested RSUs (in shares) | 464,196 | |
Performance restricted stock units | ||
Shares | ||
Unvested, beginning balance (in shares) | 0 | |
Converted in distribution (in shares) | 94,749 | |
Granted (in shares) | 0 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Unvested, ending balance (in shares) | 94,749 | |
Weighted-Average Grant Date Fair Value | ||
Unvested, beginning balance (in dollars per share) | $ 0 | |
Converted in distribution (in dollars per share) | 16.11 | |
Granted (in dollars per share) | 0 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Unvested, ending balance (in dollars per share) | $ 16.11 | |
Unvested RSUs (in shares) | 94,749 |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current expense (benefit): | ||
Federal | $ 3,477 | $ 0 |
State | 44 | 17 |
Total current income tax expense (benefit) | 3,521 | 17 |
Deferred expense (benefit): | ||
Federal | (7,063) | (6,756) |
State | (185) | (569) |
Total deferred income tax expense (benefit) | (7,248) | (7,325) |
Total income tax expense (benefit) | $ (3,727) | $ (7,308) |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax at federal statutory rate | $ (5,473) | $ (7,214) |
State, net of federal benefit | (218) | (350) |
Contingent liabilities | 0 | (168) |
Share-based compensation | 2,371 | 1,143 |
Foreign-derived intangible income | (55) | 0 |
Research and development credits | (444) | (1,064) |
Change in uncertain tax positions | 78 | 119 |
State tax rate change | (570) | 37 |
Change in valuation allowance | 880 | 228 |
Other | (296) | (39) |
Total income tax expense (benefit) | $ (3,727) | $ (7,308) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax at federal statutory rate | 21% | 21% |
State, net of federal benefit | 0.80% | 1% |
Contingent liabilities | 0 | 0.005 |
Share-based compensation | (9.00%) | (3.30%) |
Foreign-derived intangible income | 0.20% | 0% |
Research and development credits | 1.70% | 3.10% |
Change in uncertain tax positions | (0.30%) | (0.30%) |
State tax rate change | 2.20% | (0.10%) |
Change in valuation allowance | (3.40%) | (0.70%) |
Other | 1.10% | 0.10% |
Total income tax benefit and effective tax rate | 14.30% | 21.30% |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Line Items] | ||
Capitalized research and experimental expenditures | $ 4,992 | $ 0 |
Unrecognized tax benefits | 400 | |
Domestic Tax Authority | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 400 | |
State and Local Jurisdiction | ||
Income Tax Disclosure [Line Items] | ||
Operating loss carryforwards | 3,200 | |
Research Tax Credit Carryforward | Internal Revenue Service (IRS) | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carryforward | 500 | |
Research Tax Credit Carryforward | California Franchise Tax Board | ||
Income Tax Disclosure [Line Items] | ||
Tax credit carryforward | $ 1,400 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 316 | $ 6,618 |
Research credit carryforwards | 1,341 | 2,803 |
Share-based compensation | 3,454 | 1,703 |
Deferred revenue | 2,090 | 1,768 |
Operating lease liabilities | 5,650 | 3,088 |
Contingent liabilities | 745 | 0 |
Capitalized research and experimental expenditures | 4,992 | 0 |
Other | 256 | 1,488 |
Valuation allowance for deferred tax assets | (314) | (526) |
Net deferred tax assets | 18,530 | 16,942 |
Deferred tax liabilities: | ||
Identified intangibles | (32,890) | (35,114) |
Operating lease assets | (4,713) | (2,973) |
Fixed assets | (2,212) | 0 |
Other | (56) | (817) |
Net deferred tax liabilities | (39,871) | (38,904) |
Deferred income taxes, net | $ (21,341) | $ (21,962) |
INCOME TAXES - Schedule of Unre
INCOME TAXES - Schedule of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of year | $ 894 | $ 766 |
Additions based on tax positions related to the current year | 41 | 128 |
Reductions for tax positions of prior years | (472) | 0 |
Balance at end of year | $ 463 | $ 894 |
NET LOSS PER SHARE - Additional
NET LOSS PER SHARE - Additional Details (Details) - shares | 12 Months Ended | ||
Nov. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Weighted-average shares outstanding, basic (in shares) | 82,600,000 | 85,318,000 | 82,611,789 |
Weighted-average shares outstanding, diluted (in shares) | 82,600,000 | 85,318,000 | 82,612,000 |
Common stock, issued, excluding earnout shares (in shares) | 98,900,000 | ||
Common stock, outstanding, excluding earnout shares (in shares) | 98,900,000 |
NET LOSS PER SHARE - Summary of
NET LOSS PER SHARE - Summary of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Nov. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (22,334) | $ (27,042) | |
Weighted-average shares outstanding, basic (in shares) | 82,600,000 | 85,318,000 | 82,611,789 |
Weighted-average shares outstanding, diluted (in shares) | 82,600,000 | 85,318,000 | 82,612,000 |
Net loss per share, basic (dollars per share) | $ (0.26) | $ (0.33) | |
Net loss per share, diluted (dollars per share) | $ (0.26) | $ (0.33) |
NET LOSS PER SHARE - Summary _2
NET LOSS PER SHARE - Summary of Dilutive Common Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total anti-dilutive shares | 56,629,252 | 0 |
Warrants | Earnout shares | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total anti-dilutive shares | 16,292,542 | 0 |
Warrants | Avista private placement warrants | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total anti-dilutive shares | 8,233,333 | 0 |
Warrants | Avista public warrants | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total anti-dilutive shares | 7,666,667 | 0 |
Warrants | Forward purchase warrants | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total anti-dilutive shares | 1,666,667 | 0 |
Warrants | Backstop warrants | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total anti-dilutive shares | 1,445,489 | 0 |
Options to purchase common stock issued and outstanding | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total anti-dilutive shares | 18,033,304 | 0 |
Shares expected to be purchased under employee stock purchase plan | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total anti-dilutive shares | 1,983,180 | 0 |
Restricted stock units issued and outstanding | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Total anti-dilutive shares | 1,308,070 | 0 |