Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 09, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SRNE | ||
Entity Registrant Name | Sorrento Therapeutics, Inc. | ||
Entity Central Index Key | 850,261 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 87,434,049 | ||
Entity Public Float | $ 153 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 20,429 | $ 82,398 |
Marketable securities | 441 | 1,106 |
Grants and accounts receivables, net | 2,211 | 1,696 |
Income tax receivable | 1,715 | 1,289 |
Prepaid expenses and other, net | 4,904 | 3,165 |
Total current assets | 29,700 | 89,654 |
Property and equipment, net | 19,345 | 12,707 |
Intangibles, net | 71,013 | 64,766 |
Goodwill | 38,298 | 41,548 |
Cost method investments | 237,008 | 112,008 |
Equity method investments | 32,999 | 76,994 |
Other, net | 3,250 | 3,909 |
Total assets | 431,613 | 401,586 |
Current liabilities: | ||
Accounts payable | 9,911 | 8,282 |
Accrued payroll and related | 4,485 | 3,565 |
Current portion of deferred compensation | 0 | 1,012 |
Accrued expenses | 7,274 | 4,741 |
Current portion of deferred revenue | 3,864 | 9,666 |
Current portion of deferred rent | 212 | 248 |
Acquisition consideration payable | 53,209 | 48,362 |
Current portion of debt | 0 | 209 |
Total current liabilities | 78,955 | 76,085 |
Long-term debt, net of discount | 5,211 | 47,107 |
Deferred tax liabilities, net | 15,535 | 53,238 |
Deferred revenue | 119,287 | 134,376 |
Deferred rent and other | 6,015 | 4,278 |
Total liabilities | 225,003 | 315,084 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized and no shares issued or outstanding | 0 | 0 |
Common stock, $0.0001 par value; 750,000,000 shares authorized and 82,903,567 and 50,882,856 shares issued and outstanding at December 31, 2017 and 2016, respectively | 9 | 6 |
Additional paid-in capital | 413,901 | 303,865 |
Accumulated other comprehensive income (loss) | 242 | (118) |
Accumulated deficit | (165,120) | (174,252) |
Treasury stock, 7,568,182 shares and 7,568,182 shares at cost at December 31, 2017 | (49,464) | (49,464) |
Total Sorrento Therapeutics, Inc. stockholders' equity | 199,568 | 80,037 |
Noncontrolling interests | 7,042 | 6,465 |
Total equity | 206,610 | 86,502 |
Total liabilities and equity | $ 431,613 | $ 401,586 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 82,903,567 | 50,882,856 |
Common stock, shares outstanding | 82,903,567 | 50,882,856 |
Treasury stock, shares | 7,568,182 | 7,568,182 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenues: | ||||
Grant | $ 206 | $ 1,033 | $ 1,530 | |
Royalties and licenses | 140,381 | 4,017 | 0 | |
Sales and services | 11,269 | 3,102 | 3,060 | |
Total revenues | 151,856 | 8,152 | 4,590 | |
Operating costs and expenses: | ||||
Costs of revenues | 3,945 | 811 | 1,950 | |
Research and development | 55,532 | 42,175 | 31,343 | |
Acquired in-process research and development | 26,102 | 45,000 | 24,013 | |
General and administrative | 38,332 | 24,219 | 20,132 | |
Intangible amortization | 2,610 | 845 | 1,157 | |
(Gain) on contingent liabilities | 0 | (8,121) | 0 | |
Total costs and operating expenses | 126,521 | 104,929 | 78,595 | |
Income (loss) from operations | 25,335 | (96,777) | (74,005) | |
Gain on sale of IgDraSol, net | 0 | 0 | 69,274 | |
Gain (loss) on derivative liabilities | 0 | 5,520 | (3,360) | |
Gain on marketable securities | 0 | 27,193 | 0 | |
Loss on foreign currency exchange | (178) | 0 | 0 | |
(Loss) gain on trading securities | (665) | 356 | 0 | |
Interest expense | (4,980) | (1,610) | (1,652) | |
Interest income | 241 | 272 | 24 | |
Loss on debt extinguishment | (4,275) | (222) | 0 | |
Loss on receivable | (163) | 0 | 0 | |
Income (loss) before income tax expense | [1] | 15,315 | (65,268) | (9,719) |
Income tax (benefit) expense | (36,038) | (896) | 36,314 | |
(Loss) income on equity method investments | (40,244) | 435 | (4,041) | |
Net income (loss) | 11,109 | (63,937) | (50,074) | |
Net income (loss) attributable to noncontrolling interests | 1,977 | (3,014) | (4,263) | |
Net income (loss) attributable to Sorrento | $ 9,132 | $ (60,923) | $ (45,811) | |
Net income (loss) per share - basic per share attributable to Sorrento (USD per share) | $ 0.13 | $ (1.21) | $ (1.24) | |
Net income (loss) per share - diluted per share attributable to Sorrento (USD per share) | $ 0.13 | $ (1.21) | $ (1.24) | |
Weighted-average shares used during period - basic per share attributable to Sorrento (in shares) | 69,742 | 50,360 | 36,909 | |
Weighted-average shares used during period - diluted per share attributable to Sorrento (in shares) | 70,381 | 50,360 | 36,909 | |
[1] | Activity for the years ended December 31, 2016 and December 31, 2015 have been recast to present (loss) income on equity method investments below income (loss) before income tax expense. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 11,109 | $ (63,937) | $ (50,074) |
Other comprehensive income: | |||
Unrealized (loss) gain on marketable securities, net of tax of $0, $(14,294), and $14,294 | 0 | (73,579) | 73,579 |
Foreign currency translations adjustments and other | 360 | (118) | 0 |
Total other comprehensive income (loss) | 360 | (73,697) | 73,579 |
Comprehensive income (loss) | 11,469 | (137,634) | 23,505 |
Comprehensive income (loss) attributable to noncontrolling interests | 1,977 | (3,014) | (4,263) |
Comprehensive income (loss) attributable to Sorrento | $ 9,492 | $ (134,620) | $ 27,768 |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain on marketable securities, tax | $ 0 | $ (14,294) | $ 14,294 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated deficit [Member] | Noncontrolling Interest [Member] |
Balance at Dec. 31, 2014 | $ 108,713 | $ 4 | $ 176,227 | $ (67,518) | |||
Balance, shares at Dec. 31, 2014 | 36,184,912 | ||||||
Issuance of common stock with exercise of warrants | 0 | 0 | |||||
Issuance of common stock with exercise of warrants, shares | 3,563 | ||||||
Issuance of common stock with exercise of options | 1,699 | 1,699 | |||||
Issuance of common stock with exercise of options, shares | 276,712 | ||||||
Issuance of common stock upon achievement of milestone, shares | 1,306,272 | ||||||
Issuance of common stock upon achievement of milestone | 0 | 0 | |||||
Stock-based compensation | 6,972 | 6,972 | |||||
Change in unrealized gain on marketable securities | 73,579 | $ 73,579 | |||||
Foreign currency translation adjustment | 0 | ||||||
Sale of noncontrolling interest | 49 | $ 49 | |||||
Net income (loss) | (50,074) | (45,811) | (4,263) | ||||
Balance at Dec. 31, 2015 | 140,938 | $ 4 | 184,898 | 73,579 | (113,329) | (4,214) | |
Balance, shares at Dec. 31, 2015 | 37,771,459 | ||||||
Issuance of common stock with exercise of options | 527 | $ 0 | 524 | ||||
Issuance of common stock with exercise of options, shares | 204,668 | ||||||
Issuance of common stock for private placement and investments, net | 108,301 | $ 3 | 108,298 | ||||
Issuance of common stock for private placement and investments, shares | 27,598,235 | ||||||
Issuance of common stock upon acquisition | 19,061 | $ 1 | 5,368 | 13,693 | |||
Issuance of common stock upon acquisition, shares | 754,911 | ||||||
Cancellation of stock issuance | (50,807) | $ (2) | $ (49,464) | (1,341) | |||
Cancellation of stock issuance, shares | 15,446,417 | (7,568,182) | |||||
Stock-based compensation | 4,741 | 4,741 | |||||
Change in unrealized gain on marketable securities | (73,579) | (73,579) | |||||
Foreign currency translation adjustment | (118) | (118) | |||||
Hercules warrant | 1,377 | 1,377 | |||||
Net income (loss) | (63,937) | (60,923) | (3,014) | ||||
Balance at Dec. 31, 2016 | $ 86,502 | $ 6 | $ (49,464) | 303,865 | (118) | (174,252) | 6,465 |
Balance, shares at Dec. 31, 2016 | 50,882,856 | 50,882,856 | 7,568,182 | ||||
Scilex acquisition adjustments | $ (2,027) | (627) | (1,400) | ||||
Issuance of common stock for public placement and investments, net | 57,928 | $ 3 | 57,925 | ||||
Issuance of common stock for public placement and investments, net, shares | 30,468,700 | ||||||
Beneficial conversion feature recorded on convertible notes | 32,062 | 32,062 | |||||
Warrants issued in connection with convertible notes | 12,669 | 12,669 | |||||
Issuance of common stock upon acquisition | 3,055 | $ 0 | 3,055 | ||||
Issuance of common stock upon acquisition, shares | 1,552,011 | ||||||
Stock-based compensation | 4,952 | 4,952 | |||||
Change in unrealized gain on marketable securities | 0 | ||||||
Foreign currency translation adjustment | 360 | 360 | |||||
Net income (loss) | 11,109 | 9,132 | 1,977 | ||||
Balance at Dec. 31, 2017 | $ 206,610 | $ 9 | $ (49,464) | $ 413,901 | $ 242 | $ (165,120) | $ 7,042 |
Balance, shares at Dec. 31, 2017 | 82,903,567 | 82,903,567 | 7,568,182 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net income (loss) | $ 11,109 | $ (63,937) | $ (50,074) |
Adjustments to reconcile net loss to net cash provided by and (used in) operating activities: | |||
Depreciation and amortization | 7,079 | 2,885 | 2,370 |
Non-cash interest expense | 1,326 | 164 | 392 |
Gain on sale of IgDraSol | 0 | 0 | (69,274) |
Amortization of debt issuance costs and debt discount | 477 | 0 | 0 |
(Gain) loss on sale of marketable securities | 0 | (27,193) | 0 |
Loss on trading securities | 665 | 0 | 0 |
Stock-based compensation | 4,952 | 4,741 | 6,972 |
Acquired in-process research and development | 0 | 0 | 12,000 |
Provision for doubtful accounts | 0 | 0 | 5 |
Loss on disposal for property and equipment | 59 | 0 | 0 |
Loss on receivable | 163 | 0 | 0 |
Loss on debt extinguishment | 4,275 | 0 | 0 |
(Gain) or loss on derivative liability | 0 | (5,520) | 3,360 |
Loss (income) on equity method investments | 40,244 | (435) | 4,041 |
Non-cash income on cost method investments | (116,249) | 0 | 0 |
(Gain) on contingent liabilities | 0 | (8,121) | 0 |
Deferred tax provision | (35,679) | 982 | 33,337 |
Changes in operating assets and liabilities; net of dispositions: | |||
Grants and other receivables | (515) | (472) | (176) |
Accrued payroll | 920 | 0 | 0 |
Prepaid expenses and other | (1,902) | 40 | (1,052) |
Deposits and other assets | 233 | (448) | (1,715) |
Accounts payable | 1,592 | 3,714 | (2,713) |
Deferred revenue | (20,891) | 23,534 | 9,876 |
Deferred rent and other | 639 | (2,535) | 0 |
Accrued expenses and other liabilities | 2,323 | 1,673 | 10,582 |
Net cash used for operating activities | (99,180) | (70,928) | (42,069) |
Investing activities | |||
Purchases of property and equipment | (10,972) | (6,860) | (3,707) |
Proceeds from sale of IgDraSol | 0 | 0 | 27,759 |
Investments | 0 | 0 | (11,500) |
Purchase of business, net of cash acquired | (557) | (3,842) | 0 |
Net cash (used in) provided by investing activities | (16,529) | (17,452) | 12,552 |
Financing activities | |||
Proceeds from issuance of convertible note, net of fees | 49,916 | 0 | 0 |
Proceeds from issuance of common stock, net | 57,928 | 107,986 | 0 |
Cash payments for treasury shares | 0 | (15,639) | 0 |
Proceeds from loan and security agreement, net of fees | 0 | 48,320 | (3,095) |
Payments of debt on retired note | (53,157) | (9,451) | 0 |
Net payments of deferred compensation | (1,012) | 0 | (2,000) |
Sale of a noncontrolling interest | 0 | 0 | 49 |
Proceeds from exercise of stock options | 0 | 524 | 1,699 |
Net cash provided by (used in) financing activities | 53,675 | 131,740 | (3,347) |
Net change in cash and cash equivalents | (62,034) | 43,360 | (32,864) |
Net effect of exchange rate changes on cash | 65 | 0 | 0 |
Cash and cash equivalents at beginning of period | 82,398 | 39,038 | 71,902 |
Cash and cash equivalents at end of period | 20,429 | 82,398 | 39,038 |
Cash paid during the period for: | |||
Income taxes | 34 | 2 | 3,001 |
Interest | 3,499 | 1,342 | 1,574 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Common stock received in exchange for license | 0 | 0 | (100,000) |
Contributions to equity method investments made on Company's behalf | 0 | 0 | (60,000) |
Property and equipment costs incurred but not paid | 37 | 0 | 2,396 |
Virttu Biologics Limited [Member] | |||
Supplemental disclosures of non-cash investing and financing activities: | |||
Non-cash consideration given | 15,465 | 0 | 0 |
Scilex Pharmaceuticals, Inc [Member] | |||
Supplemental disclosures of non-cash investing and financing activities: | |||
Non-cash consideration given | 1,380 | 0 | 0 |
Non-cash consideration received | 0 | (45,368) | 0 |
Sini West [Member] | |||
Investing activities | |||
Investments | 0 | (1,000) | 0 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Non-cash consideration received | 0 | (2,832) | 0 |
Roger Williams Medical Center [Member] | |||
Supplemental disclosures of non-cash investing and financing activities: | |||
Non-cash consideration received | 0 | (3,398) | 0 |
Celularity Inc [Member] | |||
Investing activities | |||
Investments | (5,000) | (5,000) | 0 |
MedoveX [Member] | |||
Investing activities | |||
Investments | 0 | (750) | 0 |
ImmuneOncia Therapeutics, LLC [Member] | |||
Supplemental disclosures of non-cash investing and financing activities: | |||
Investment in ImmuneOncia | $ 0 | $ (9,608) | $ 0 |
Nature of Operations and Busine
Nature of Operations and Business Activities | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Business Activities | Nature of Operations and Business Activities Nature of Operations and Basis of Presentation Sorrento Therapeutics, Inc. (Nasdaq: SRNE), together with its subsidiaries (collectively, the “Company”) is a clinical stage biotechnology company focused on delivering clinically meaningful therapies to patients and their families, globally. The Company’s primary focus is to transform cancer into a treatable or chronically manageable disease. The Company also has programs assessing the use of its technologies and products in auto-immune, inflammatory, neurodegenerative, infectious diseases and pain indications with high unmet medical needs. At its core, the Company is an antibody-centric company and leverages its proprietary G-MAB™ library to identify, screen and validate fully human antibodies against high impact oncogenic targets and mutations, immune modulators and intracellular targets. To date, the Company has screened over 100 validated targets and generated a number of fully human antibodies against these targets which are at various stages of preclinical development. These include PD-1, PD-L1, CD38, CD123, CD47, c-MET, VEGFR2, CCR2, OX40, TIGIT and CD137 among others. The Company’s vision is to leverage these antibodies in conjunction with proprietary targeted delivery modalities to generate the next generation of cancer therapeutics. These modalities include proprietary antibody drug conjugates (“ADCs”), bispecific approaches, as well as T-Cell Receptor (“TCR”)-like antibodies. With LA Cell, Inc. (“LA Cell”), the Company’s joint venture with City of Hope, the Company’s objective is to become the global leader in the development of antibodies against intracellular targets such as STAT3, mutant KRAS, MYC, p53 and TAU. Additionally, the Company has acquired and is assessing the regulatory and strategic path forward for its portfolio of late stage biosimilar/biobetter antibodies based on Erbitux ® , Remicade ® , Xolair ® , and Simulect ® as these may represent nearer term commercial opportunities. With each of its programs, the Company aims to tailor its therapies to treat specific stages in the evolution of cancer, from elimination, to equilibrium and escape. In addition, the Company’s objective is to focus on tumors that are resistant to current treatments and where the Company can design focused trials based on a genetic signature or biomarker to ensure patients have the best chance of a durable and significant response. The Company has several immuno-oncology programs that are in or near to entering the clinic. These include cellular therapies, an oncolytic virus and a palliative care program targeted to treat intractable cancer pain. Finally, as part of its global aim to provide a wide range of therapeutic products to meet underserved therapeutic markets, the Company has made investments and developed a separate pain focused franchise which the Company believes will serve to provide short term upside to its core thesis. Through December 31, 2017, the Company had devoted substantially all of its efforts to product development, raising capital and building infrastructure, and had not realized revenues from its planned principal operations. The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. All intercompany balances and transactions have been eliminated in consolidation. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has working capital deficiencies as of December 31, 2017 and has incurred substantial net losses for the years ended December 31, 2017, 2016, and 2015 and anticipates that it will continue to do so for the foreseeable future as it continues to identify and invest in advancing product candidates, as well as expanding corporate infrastructure. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2017, the Company had $50 million of long term debt associated with the Securities Purchase Agreement, dated December 21, 2017, among the Company and certain accredited investors in a private placement (the “Securities Purchase Agreement” or “Note SPA”). Pursuant to the Securities Purchase Agreement, the Company issued and sold to the Purchasers, in a private placement transaction (the “Private Placement”), (1) convertible promissory notes in an aggregate principal amount of $50,000,000 (the “Notes”), which will accrue simple interest at a rate equal to 5.0% per annum and mature upon the earlier to occur of (a) December 21, 2022, and (b) the date of the closing of a change in control of the Company (the “Maturity Date”), and (2) warrants (the “Warrants”) to purchase an aggregate of 12,121,210 shares of the common stock of the Company, par value $0.0001 per share (“Common Stock”). The Company has plans in place to obtain sufficient additional fundraising to fulfill its operating and capital requirements for the next 12 months. The Company’s plans include continuing to fund its operating losses and capital funding needs through public or private equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or other arrangements. Although management believes such plans, if executed as planned, should provide the Company sufficient financing to meet its needs, successful completion of such plans is dependent on factors outside of the Company’s control. As such, management cannot conclude that such plans will be effectively implemented within one year after the date that the financial statements are issued. Each of the Notes provide that, upon the occurrence of an event of default, the Purchasers thereof may, by written notice to the Company, declare all of the outstanding principal and interest under such Note immediately due and payable. For purposes of the Notes, an event of default includes, among other things, one or more events that have, or could reasonably be expected to have, a material adverse effect on (i) the Company’s ability to comply with its obligations under the Securities Purchase Agreement, the Notes or the Warrants or the registration rights agreement entered into with the Purchasers in connection with the Private Placement, or (ii) the rights of the Purchasers under the Notes. The Company believes that it is not probable that the material adverse event clause under the Notes will be exercised. If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable, the Company may have to significantly delay, scale back or discontinue the development or commercialization of one or more of its product candidates. The Company may also seek collaborators for one or more of its current or future product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available. The consolidated financial statements do not reflect any adjustments that might be necessary if the Company is unable to continue as a going concern. Universal Shelf Registration In November 2014, the Company filed a universal shelf registration statement on Form S-3 (the “2014 Shelf Registration Statement”) with the SEC, which was declared effective by the SEC in December 2014. This 2014 Shelf Registration Statement provided the Company with the ability to offer up to $250 million of securities, including equity and other securities as described in the registration statement. Included in the 2014 shelf registration is a sales agreement prospectus covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $50.0 million of the Company’s common stock that may be issued and sold under a sales agreement with MLV & Co. LLC (the “2014 ATM Facility”). During the twelve months ended December 31, 2017 and 2016, the Company sold approximately $13.9 million and $3.6 million in shares of common stock under the 2014 ATM Facility, respectively. In April 2017, the Company completed a public offering of $47.5 million of shares of common stock pursuant to the 2014 Shelf Registration Statement for net proceeds of approximately $43.1 million . In November 2017, the Company filed a universal shelf registration statement on Form S-3 (the “2017 Shelf Registration Statement”) with the SEC, which was declared effective by the SEC in December 2017. The 2014 Shelf Registration Statement expired on December 6, 2017 when the 2017 Shelf Registration was declared effective. This 2017 Shelf Registration Statement provides the Company with the ability to offer up to $350 million of securities, including equity and other securities as described in the registration statement. Included in the 2017 Shelf Registration Statement is a sales agreement prospectus covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $100.0 million of the Company’s common stock that may be issued and sold under a sales agreement with B. Riley FBR, Inc. (the “ATM Facility”). During the twelve months ended December 31, 2017, the Company sold approximately $0.9 million in shares of common stock under the ATM Facility. The Company can offer up to $99.1 million of additional shares of common stock under the ATM Facility, subject to certain limitations. Pursuant to the 2017 Shelf Registration Statement, the Company may offer such securities from time to time and through one or more methods of distribution, subject to market conditions and the Company’s capital needs. Specific terms and prices will be determined at the time of each offering under a separate prospectus supplement, which will be filed with the SEC at the time of any offering. However, the Company cannot be sure that such additional funds will be available on reasonable terms, or at all. 2016 Private Investment in Public Entity Financing On April 3, 2016, the Company entered into a Securities Purchase Agreement (the “ABG Purchase Agreement”) with ABG SRNE Limited and Ally Bridge LB Healthcare Master Fund Limited (collectively, “Ally Bridge”), pursuant to which, among other things, the Company agreed to issue and sell to Ally Bridge and other purchasers that may be designated by Ally Bridge (collectively, the “ABG Purchasers”), in a private placement transaction (the “ABG Private Placement”), up to $50.0 million in shares of the Common Stock and warrants to purchase shares of Common Stock. Upon the closing of the ABG Private Placement, the Company issued to the ABG Purchasers (1) an aggregate of 9,009,005 shares (the “ABG Shares”) of Common Stock, and (2) warrants to purchase an aggregate of 2,702,700 shares of Common Stock (each, an “ABG Warrant”). Each ABG Warrant had an exercise price of $8.50 per share, was immediately exercisable upon issuance, had a term of three years and was exercisable on a cash or cashless exercise basis. Under the terms of the ABG Purchase Agreement, the Company was obligated to prepare and file with the SEC, within 30 days of the closing date of the ABG Private Placement, a registration statement to register for resale the ABG Shares and the shares of Common Stock issuable upon exercise of each ABG Warrant (the “ABG Warrant Shares”), and may be required to effect certain registrations to register for resale the ABG Shares and the ABG Warrant Shares in connection with certain “piggy-back” registration rights granted to the ABG Purchasers. On April 3, 2016, the Company also entered into a Securities Purchase Agreement (collectively, the “Additional Purchase Agreements”) with each of Beijing Shijilongxin Investment Co., Ltd. ( “Beijing Shijilongxin”), FREJOY Investment Management Co., Ltd. (“Frejoy”) and Yuhan Corporation (“Yuhan”), pursuant to which, among other things, the Company agreed to issue and sell, in separate private placement transactions: (1) to Beijing Shijilongxin, 8,108,108 shares of Common Stock, and a warrant to purchase 1,176,471 shares of Common Stock, for an aggregate purchase price of $45.0 million ; (2) to Frejoy, 8,108,108 shares of Common Stock, and a warrant to purchase 1,176,471 shares of Common Stock, for an aggregate purchase price of $45.0 million ; and (3) to Yuhan, 1,801,802 shares of Common Stock, and a warrant to purchase 235,294 shares of Common Stock, for an aggregate purchase price of $10.0 million . The warrants to be issued pursuant to each of the Additional Purchase Agreements (collectively, the “Additional Warrants” and, together with each ABG Warrant, the “Warrants”) had an exercise price of $8.50 per share, were immediately exercisable upon issuance, had a term of three years and were exercisable on a cash or cashless exercise basis. Under the terms of the Additional Purchase Agreements, each of Beijing Shijilongxin, Frejoy and Yuhan had the right to demand, at any time beginning six months after the closing of the transactions contemplated by the applicable Additional Purchase Agreement, that the Company prepare and file with the SEC a registration statement to register for resale such investor’s shares of Common Stock purchased pursuant to the applicable Additional Purchase Agreement and the shares of Common Stock issuable upon exercise of such investor’s Additional Warrant. In addition, the Company may be required to effect certain registrations to register for resale such shares in connection with certain “piggy-back” registration rights granted to Beijing Shijilongxin, Frejoy and Yuhan. On May 2, 2016, the Company closed its private placement of common stock and warrants with Yuhan for gross proceeds of $10.0 million . Yuhan purchased 1,801,802 shares of common stock at $5.55 per share and a warrant to purchase 235,294 shares of common stock. The warrant was exercisable for three years at an exercise price of $8.50 per share. Between May 31, 2016 and June 7, 2016, the Company closed on the remainder of the $150.0 million financing with the ABG Purchasers, Beijing Shijilongxin, and Frejoy. The ABG Purchasers led the financing and, together with Beijing Shijilongxin and Frejoy, collectively purchased 25,225,221 shares of common stock at $5.55 per share, and warrants to purchase 5,055,642 shares of common stock for total cash consideration of $86.5 million and secured promissory notes (the “Notes”) in an aggregate principal amount of $53.5 million . On December 31, 2016, the Company entered into Warrant and Note Cancellation and Share Forfeiture Agreements (the “Cancellation and Forfeiture Agreements”) with certain investors (the “Investors”) that held an aggregate of 7,838,259 shares of Common Stock and certain of the Warrants granting the right to purchase an aggregate of 1,137,316 shares of Common Stock. Pursuant to the Cancellation and Forfeiture Agreements, effective December 31, 2016, the Warrants held by the Investors and the Notes, of which $43.5 million was then outstanding, were cancelled and the shares of Common Stock held by the Investors were forfeited and returned to the Company. 2017 Private Investment in Public Entity Financing On December 11, 2017, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement” or “Note SPA”) with certain accredited investors (collectively, the “Purchasers”). Pursuant to the Securities Purchase Agreement, on December 21, 2017, the Company issued and sold to the Purchasers, in a private placement transaction (the “Private Placement”), (1) convertible promissory notes in an aggregate principal amount of $50,000,000 (the “Notes”), which will accrue simple interest at a rate equal to 5.0% per annum and mature upon the earlier to occur of (a) December 21, 2022, and (b) the date of the closing of a change in control (the “Maturity Date”), and (2) warrants (the “Warrants”) to purchase an aggregate of 12,121,210 shares of our common stock. At any time and from time to time before the Maturity Date, each Purchaser shall have the option to convert any portion of the outstanding principal amount of such Purchaser’s Note that is equal to or greater than the lesser of: (1) $4,000,000 , and (2) the then-outstanding principal amount of such Purchaser's Note into shares of Common Stock at a price per share of $2.26875 , subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. Accrued but unpaid interest on the Notes shall be paid in cash semi-annually in arrears on or prior to the 30th day of June and 31st day of December of each calendar year commencing with the year ending December 31, 2018. If a Purchaser elects to convert any of the principal amount of their Note, then all accrued but unpaid interest on such portion of the principal amount shall become due and payable in cash. The Notes contain restrictive covenants and event of default provisions that are customary for transactions of this type. Each Warrant has an exercise price of $2.61 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will become exercisable on June 20, 2018, has a term of five and a half years and is exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Warrants, in which case the Warrants shall also be exercisable on a cashless exercise basis. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. Fair Value of Financial Instruments The Company follows accounting guidance on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value 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 hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: • Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. • Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. • Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The carrying amounts of cash equivalents and marketable securities approximate their fair value based upon quoted market prices. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis, but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash, accounts receivable and payable, and other financial instruments in current assets or current liabilities. Marketable Securities Marketable securities are designated either as trading or available-for-sale securities and are accounted for at fair value. Marketable securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Marketable securities that are readily available for use in current operations and are classified as short-term available-for-sale securities are reported as a component of current assets in the accompanying consolidated balance sheets. Marketable securities that are not trading securities and are not considered available for use in current operations are classified as long-term available-for-sale securities and are reported as a component of long-term assets in the accompanying consolidated balance sheets. Securities that are classified as trading are carried at fair value, with changes to fair value reported as a component of income. Securities that are classified as available-for-sale are carried at fair value, with temporary unrealized gains and losses reported as a component of stockholders' equity until their disposition. The cost of securities sold is based on the specific identification method. All of the Company’s marketable securities are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. For the year ended December 31, 2017, no other-than-temporary impairment charges were recorded for marketable securities. Grants and Accounts Receivable Grants receivable at December 31, 2017 and 2016 represent amounts due under several federal contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a division of the National Institutes of Health (“NIH”) (collectively, the “NIH Grants”). The Company considers the grants receivable to be fully collectible; accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Accounts receivable at December 31, 2017 and 2016 consists of trade receivables from sales and services provided to certain customers, which are generally unsecured and due within 30 days. Estimated credit losses related to trade accounts receivable are recorded as general and administrative expenses and as an allowance for doubtful accounts within grants and accounts receivable, net. The Company reviews reserves and makes adjustments based on historical experience and known collectability issues and disputes. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. As of December 31, 2017 and 2016, the allowance for doubtful accounts was $20 thousand and $26 thousand , respectively. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years. Leasehold improvements are amortized over the lesser of the life of the lease or the life of the asset. Repairs and maintenance are charged to expense as incurred. Acquisitions and Intangibles The Company has engaged in business combination activity. The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with each acquisition, as goodwill presents the excess of the purchase price of an acquired business over the fair value of its net tangible and identifiable intangible assets. Goodwill 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 events occur indicating the potential for impairment. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company proceeds to perform the two-step test for goodwill impairment. The first step involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to determine the amount of loss, which involves comparing the implied fair value of the goodwill to the carrying value of the goodwill. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. The Company performed its annual assessment for goodwill impairment in the fourth quarter of 2017, noting no impairment. The Company evaluates its long-lived and intangible assets with definite lives, such as property and equipment, acquired technology, customer relationships, patent and license rights, for impairment by considering competition by products prescribed for the same indication, the likelihood and estimated future entry of non-generic and generic competition with the same or similar indication and other related factors. The factors that drive the estimate of useful life are often uncertain and are reviewed on a periodic basis or when events occur that warrant review. Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate. There have not been any impairment losses of long-lived assets through December 31, 2017. Acquisition Consideration Payable - Gain on Contingent Liabilities Acquisition consideration payable relates to the Company’s acquisition of businesses and various other assets and is recorded on the Company’s consolidated balance sheets at fair value and is re-measured at each balance sheet date until such contingent liabilities have been settled, with changes in fair value recorded as gain on contingent liabilities. The Company estimates the fair value of contingent consideration based on level 3 inputs primarily driven by the probability of achieving certain financing or operating related milestones. During the first quarter of 2017, the Company identified an error in the valuation of acquisition consideration associated with the Scilex Pharmaceuticals Inc. (“Scilex”) Acquisition, primarily related to the acquisition consideration payable, resulting in an overstatement of acquisition consideration payable of $6.5 million , and a corresponding overstatement of intangible assets of $6.7 million , goodwill of $4.6 million , deferred income tax liability of $2.8 million , additional paid-in capital of $0.6 million , and noncontrolling interest of $1.4 million as of December 31, 2016. The Company evaluated the materiality of this misstatement from quantitative and qualitative perspectives, and concluded that it was immaterial to the prior periods. Consequently, the Company corrected this error by recording the adjustment in the Company’s condensed consolidated balance sheet in the quarter ended March 31, 2017. Debt With Detachable Warrants Debt with detachable warrants are evaluated for the classification of warrants as either equity instruments, derivative liabilities, or liabilities depending on the specific terms of the warrant agreement. In circumstances in which debt is issued with equity-classified warrants, the proceeds from the issuance of convertible debt are first allocated to the debt and the warrants at their relative estimated fair values. The portion of the proceeds so allocated to the warrants are accounted for as paid-in capital and a debt discount. The remaining proceeds, as further reduced by discounts created by the bifurcation of embedded derivatives and beneficial conversion features, are allocated to the debt. The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from the allocation of proceeds, to interest expense using the effective interest method over the expected term of the debt instrument. The Company considers whether there are any embedded features in debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to ASC 815. If the amount allocated to the convertible debt results in an effective per share conversion price less than the fair value of the Company’s common stock on the commitment date, the intrinsic value of this beneficial conversion feature is recorded as a discount to the convertible debt with a corresponding increase to additional paid in capital. The beneficial conversion feature discount is equal to the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date, unless limited by the remaining proceeds allocated to the debt. Derivative Liability Derivative liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are exercised or expire, with changes in the fair value between reporting periods recorded as other income or expense. The Company estimates the fair value of derivative liabilities using the Black-Scholes option pricing model. Investments in Other Entities The Company holds a portfolio of investments in equity securities that are accounted for under either the equity method or cost method. Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in loss on equity method investments. The Company’s cost method investments are included in cost method investments on the consolidated balance sheets. The Company’s equity method investments are included in equity method investments on the consolidated balance sheets. All investments are reviewed on a regular basis for possible impairment. If an investment's fair value is determined to be less than its net carrying value and the decline is determined to be other-than-temporary, the investment is written down to its fair value. Such an evaluation is judgmental and dependent on specific facts and circumstances. Factors considered in determining whether an other-than-temporary decline in value has occurred include: the magnitude of the impairment and length of time that the market value was below the cost basis; financial condition and business prospects of the investee; the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery in market value of the investment; issues that raise concerns about the investee's ability to continue as a going concern; any other information that the Company may be aware of related to the investment. In the fourth quarter for 2017, the Company determined it had an other-than-temporary decline in the value of NANTibody equity method investment and recognized a loss of $36.0 million in loss on equity investments on its condensed consolidated statement of operations for the quarter ended September 30, 2017. (See Note 9). Research and Development Costs and Collaborations All research and development costs are charged to expense as incurred. Such costs primarily consist of lab supplies, contract services, stock-based compensation expense, salaries and related benefits. Acquired In-Process Research and Development Expense The Company has acquired and may continue to acquire the rights to develop and commercialize new drug candidates. The up-front payments to acquire a new drug compound, as well as future milestone payments, may be immediately expensed as acquired in-process research and development provided that the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, have no alternative future use. Prior to November 8, 2016, all acquired IPR&D was expensed immediately. The acquired in-process research and development related to the business combination of Scilex for which certain products are under development and expected to be commercialized in the near future was capitalized and recorded within “Intangibles, net” on the accompanying consolidated balance sheet. Capitalized IPR&D will be reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable. Income Taxes The provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has uncertain tax positions. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. As of December 31, 2017, the Company maintained a full valuation allowance against its deferred tax assets, with the exception of an amount equal to its deferred tax liabilities, which can be expected to reverse over a definite life. Revenue Recognition The Company’s revenues are generated primarily from royalties and license fees, various NIH grant awards, and from the sale of customized reagents and the provision of contract development services. The revenue from the NIH grant awards is based upon subcontractor and internal costs incurred that are specifically covered by the grant, and where applicable, a facilities and administrative rate that provides funding for overhead expenses. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs internal expenses that are related to the grant. License fees for the licensing of product rights are recorded as deferred revenue upon receipt of cash and recognized as revenue on a straight-line basis over the license period, with the exception of license agreements with no remaining performance obligations or undelivered obligations. Revenues from sales are generated from the sale of customized reagents which include industrial standard cytotoxins, linkers, and linker-toxins used for preparing ADCs. Contract development services include providing synthetic expertise to customers’ synthesis by delivering proprietary cytotoxins, linkers and linker-toxins and ADC service using industry standard toxin and antibodies provided by customers. Revenue is recognized when, (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. The Company is obligated to accept from customers the return of products sold that are damaged or do not meet certain specifications. The Company may authorize the return of products sold in accordance with the terms of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company has not experienced any sales returns. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718 “Compensation – Stock Compensation,” which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant). The Company accounts for equity instruments, including restricted stock or stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing model. The fair value of options and restricted stock granted to non-employees is re-measured over the vesting period, and the resulting changes in fair value are recognized as expense in the period of the change in proportion to the services rendered to date. Comprehensive (Loss) Income Comprehensive (loss) income is primarily comprised of net income (loss) and adjustments for the change in unrealized gains and losses on the Company’s investments in available-for-sale marketable securities, net of taxes. The Company displays comprehensive (loss) income and its components in its consolidated statements of comprehensive (loss) income. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or the exercise of outstanding warrants. The treasury stock method and if-converted method are used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share. During 2017, 2016 and 2015, the Company had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. These outstanding securities consist of the following: Years Ended December 31, 2017 2016 2015 Outstanding options 6,321,400 4,332,876 2,960,816 Outstanding warrants 4,708,860 7,740,340 1,972,630 Segment Information The Company is engaged primarily in the discovery and development of innovative therapies focused on oncology and the treatment of chronic cancer pain as well as immunology and infectious diseases based on its platform technologies. Accordingly, the Company has determined that it operates in one operating segment. During the year ended December 31, 2016, the Company acquired a majority stake in Scilex a developer of specialty pharmaceutical products for the treatment of chronic pain. The operating activities of Scilex are considered to be qualitatively and economically similar to the operating activities of the Company. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. ASU No. 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016, and interim periods thereafter. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard for annual reporting periods beginning after December 15, 2017, and interim periods thereafter. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The standard allows for either a full retrospective or modified retrospective method of adoption. The Company has performed a review of the new standards as compared to our current accounting policies for our customer contracts and licensing arrangements. The Company adopted this standard on its effective date, January 1, 2018 under the modified retrospective method of adoption. The Company has assessed the impact of the adoption of this standard and concluded it will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. The Company has not experienced significant issues in its implementation process and it does not anticipate significant changes to its accounting policies. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. ASU No. 2016-01 is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company has assessed the impact of the adoption of this standard which is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases . ASU No. 2016-02 is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. ASU No. 2016-2 is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU No. 2016-2 will have on its consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which clarifies the steps required when assessing whether the economic characteristics and risks of call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts based on a four-step decision process. ASU No. 2016-06 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for the equity method and eliminates the requirement for retroactive adjustment of the investment as a result of an increase in the level of ownership interest or degree of influence. ASU No. 2016-07 is effective for financial statements issued for fiscal years and interim periods within those fiscal years beginning after December 15, 2016. The adoption of this standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU includes various provisions to simplify the accounting for share-based payments with the goal of reducing the cost and complexity of accounting for share-based payments. The amendments may significantly impact net income, earnings per share and the statement of cash flows as well as present implementation and administration challenges for companies with significant share-based payment activities. ASU No. 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The ASU also requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application will be permitted for all organizations for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU No. 2016-13 will have on its consolidated financial position, results of operations and cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to improve financial reporting in regards to how certain transactions are classified in the statement of cash flows. The ASU requires that (1) debt extinguishment costs be classified as cash outflows for financing activities and provides additional classification guidance for the statement of cash flows, (2) the classification of cash receipts and payments that have aspects of more than one class of cash flows to be determined by applying specific guidance under generally accepted accounting principles, and (3) each separately identifiable source or use within the cash receipts and payments be classified on the basis of their nature in financing, investing or operating activities. The ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has assessed the adoption of ASU No. 2016-15 and is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , to clarify the definition of a business to add guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Specifically, this ASU provides a screen to assist entities in determining when a set should not be considered a business, which screen provides that if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar assets, the set is not a business. The ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of Virttu Biologics Limited On April 27, 2017, the Company entered into a Share Purchase Agreement (the “Virttu Purchase Agreement”) with TNK Therapeutics, Inc., a majority-owned subsidiary of the Company (“TNK”), Virttu Biologics Limited (“Virttu”), the shareholders of Virttu (the “Virttu Shareholders”) and Dayspring Ventures Limited, as the representative of the Virttu Shareholders, pursuant to which, among other things, TNK acquired from the Virttu Shareholders 100% of the outstanding ordinary shares of Virttu (the “Virttu Acquisition”). Virttu focuses on the development of oncolytic viruses that infect and selectively multiply in and destroy tumor cells without damaging healthy tissue. Its lead oncolytic virus candidate, Seprehvir, infects and replicates in cancer cells selectively, leaving normal cells unharmed. Under the Virttu Purchase Agreement, the total amount of the consideration payable to the Virttu Shareholders in the Virttu Acquisition is equal to $25 million , less Virttu’s net debt (the “Virttu Base Consideration”). An additional $10 million contingent consideration is payable upon the achievement of certain regulatory milestones (as described below) (the “Regulatory Approval Consideration”). At the closing of the Virttu Acquisition (the “Closing”), the Company issued to the Virttu Shareholders consideration valued at approximately $2.2 million , which consisted primarily of an aggregate of 797,081 shares (the “Virttu Closing Shares”) and approximately $557,000 in cash (the “Cash Consideration”). The issuance of the Virttu Closing Shares and the payment of the Cash Consideration satisfied TNK’s obligation to pay 20% of the Virttu Base Consideration at the Closing. Under the terms of the Virttu Purchase Agreement, the Company agreed to provide additional consideration to the Virttu Shareholders, as follows: (1) Upon a financing resulting in gross proceeds (individually or in the aggregate) to TNK of at least $50.0 million (a “Qualified Financing”), TNK will issue to the Virttu Shareholders an aggregate number of shares of its capital stock (“TNK Capital Stock”) as is equal to the quotient obtained by dividing 80% of the Virttu Base Consideration by the lowest per share price paid by investors in the Qualified Financing (the “TNK Financing Consideration”); provided, however, that 20% of the TNK Financing Consideration shall be held in escrow until April 27, 2018 (the “Financing Due Date”), to be used to, among other things, satisfy the indemnification obligations of the Virttu Shareholders. In the event that a Qualified Financing does not occur, then on the Financing Due Date, the Company will issue to the Virttu Shareholders an aggregate number of shares of the Company’s common stock as is equal to the quotient obtained by dividing 80% of the Virttu Base Consideration, by $5.55 (as adjusted, as appropriate, to reflect any stock splits or similar events affecting the Company’s common stock after the Closing). (2) Within 45 business days after Virttu becomes aware that certain governmental bodies in the United States, the European Union, the United Kingdom or Japan have approved for commercialization, on or before October 26, 2024, Seprehvir (or any enhancement, combination or derivative thereof) as a monotherapy or in combination with one or more other active components (each of the first two such approvals by a governmental body being a “Regulatory Approval”), TNK shall pay half of the Regulatory Approval Consideration to the Virttu Shareholders, in a combination of (a) up to $5.0 million in cash (the “Regulatory Approval Cash”) and/or (b) (i) such number of shares of the Company’s common stock as is equal to the quotient obtained by dividing $5.0 million less the Regulatory Approval Cash (the “Regulatory Approval Share Value”) by the 30 Day VWAP (as defined below) of one share of the Company’s common stock; (ii) if TNK has completed its first public offering of TNK Capital Stock, the number of shares of TNK Capital Stock as is equal to the quotient obtained by dividing the Regulatory Approval Share Value by the 30 Day VWAP of one share of TNK Capital Stock; or (iii) such number of shares of common stock of a publicly traded company as is equal to the quotient obtained by dividing the Regulatory Approval Share Value by the volume weighted average price of the relevant security, as reported on the Nasdaq Capital Market (or other principal stock exchange or securities market on which the shares are then listed or quoted) for the thirty trading days immediately following the receipt of Regulatory Approval (the “30 Day VWAP”), with the composition of the Regulatory Approval Consideration to be at TNK’s option. In order for a second regulatory approval to qualify as a Regulatory Approval under the Purchase Agreement, the second approval must be granted by a different governmental body in a different jurisdiction than that which granted the first Regulatory Approval. At April 27, 2017, the 80% of the Virttu Base Consideration was valued at $12.8 million . The fair value of the 80% of the Virttu Base Consideration is recorded as a current liability and will be adjusted quarterly for changes in fair value or as events and circumstances arise. At April 27, 2017, the contingent Regulatory Approval Consideration was valued at $1.0 million . The fair value of the contingent Regulatory Approval Consideration is recorded as a non-current liability within "Deferred rent and other" on the accompanying condensed consolidated balance sheet and will be adjusted quarterly for changes in fair value or as events and circumstances arise. The consolidated financial statements include the results of operations from this transaction, which have been accounted for as a business combination, and require, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The valuation of the acquired assets and liabilities resulted in the recognition of identifiable assets of approximately $16.0 million comprised mainly of in-process research and development of approximately $15.4 million , deferred tax liabilities of $0.8 million and goodwill of approximately $1.4 million subject to final adjustments including tax related items. Various factors contributed to the establishment of goodwill, including an assembled workforce. In connection with the Virttu transaction, we recorded acquisition costs of approximately $0.9 million in general and administrative expenses for the twelve months ended December 31, 2017, for legal and related costs. Acquisition costs are expensed as incurred. The acquisition of Virttu was not significant to the Company's consolidated financial statements. Acquisition of Scilex Pharmaceuticals Inc. On November 8, 2016, the Company entered into a Stock Purchase Agreement (the “Scilex Purchase Agreement”) with Scilex and a majority of the stockholders of Scilex (the “Scilex Stockholders”) pursuant to which, on November 8, 2016, the Company acquired from the Scilex Stockholders, and the Scilex Stockholders sold to the Company, approximately 72% of the outstanding capital stock of Scilex (the “Scilex Acquisition”), which remains a stand-alone company. The remainder of the outstanding capital stock of Scilex represents a noncontrolling interest of which approximately 23% continues to be held by ITOCHU CHEMICAL FRONTIER CORPORATION following the Scilex Acquisition. Scilex focuses on the development and commercialization of specialty pharmaceutical products for the treatment of pain; its lead product, ZTlido TM (lidocaine topical system 1.8%), is a branded lidocaine topical system formulation being developed for the treatment of chronic pain. ZTlido™ (lidocaine topical system 1.8%) will be manufactured by a contract manufacturer. At the closing of the Scilex Acquisition, the Company issued to the Scilex Stockholders that were accredited investors (the “Accredited Scilex Stockholders”) consideration valued at $4.8 million which consisted primarily of an aggregate of 754,911 shares of the Company’s common stock (the “Common Stock”). Under the terms of the Scilex Purchase Agreement, the Company agreed to provide additional consideration to the Accredited Scilex Stockholders upon the achievement of certain milestones, as follows: (1) Upon receipt of notice from the U.S. Food and Drug Administration (the “FDA”) that the FDA has accepted Scilex’s resubmitted new drug application for ZTlido TM (lidocaine topical system 1.8%) for the treatment of postherpetic neuralgia (the “NDA”), the Company will deliver to the Accredited Scilex Stockholders a number of shares of Common Stock equal to the quotient obtained by dividing 10% of the total undiscounted purchase consideration of approximately $47.8 million (the “Adjusted Base Consideration”) by a price (the “FDA Acceptance Price”) equal to the closing market price of one share of Common Stock, as reported by The Nasdaq Stock Market LLC (“Nasdaq”) on the date of Scilex’s receipt of the FDA notice or, if no closing price is reported for such date, the closing price on the last preceding date for which such quotation exists; provided, however, that in no event shall the FDA Acceptance Price be greater than $25.32 or less than $6.33 (in each case as adjusted, as appropriate, to reflect any stock splits or similar events affecting the Common Stock). On September 11, 2017, the Company received notice from the FDA that the FDA had accepted the NDA and the Company issued to the Accredited Scilex Stockholders consideration valued at $1.4 million , which consisted primarily of an aggregate of 754,930 shares of Common Stock. (2) Upon receipt of notice from the FDA that the FDA has approved the NDA for commercialization, the Company will deliver to the Accredited Scilex Stockholders cash and shares of Common Stock in such proportion to be determined in the Company’s sole discretion, with a total value equal to 80% of the Adjusted Base Consideration (the “FDA Approval Consideration”). To the extent that the Company elects to pay any portion of the FDA Approval Consideration in shares of Common Stock, the number of shares shall be equal to the quotient obtained by dividing (a) the portion of the FDA Approval Consideration to be paid in shares of Common Stock by (b) a price (the “FDA Approval Price”) equal to the closing market price of one share of Common Stock, as reported by Nasdaq on the date of the Scilex’s receipt of the FDA notice or, if no closing price is reported for such date, the closing price on the last preceding date for which such quotation exists; provided, however, that in no event shall the FDA Approval Price be greater than $25.32 or less than $6.33 (in each case as adjusted, as appropriate, to reflect any stock splits or similar events affecting the Common Stock). However, in no event may the Company make an election with respect to the FDA Approval Consideration so as to cause the total number of shares of Common Stock issued in connection with the Scilex Acquisition to exceed 4.99% of the total number of shares of Common Stock of the Company outstanding as of immediately prior to the Closing (as adjusted, as appropriate, to reflect any stock splits or similar events affecting the Common Stock), unless the Company has obtained stockholder approval to issue a greater number of shares. On February 28, 2018, the Company received notice that the FDA had approved the NDA and the Company will issue the Accredited Scilex Stockholders consideration valued at $38.2 million , which included an aggregate of 1,381,346 shares of Common Stock. During the first quarter of 2017, the Company identified an error in the valuation of acquisition consideration associated with the Scilex Acquisition, primarily related to the acquisition consideration payable, resulting in an overstatement of acquisition consideration payable of $6.5 million , and a corresponding overstatement of intangible assets of $6.7 million , goodwill of $4.6 million , deferred income tax liability of $2.8 million , additional paid-in capital of $0.6 million , and noncontrolling interest of $1.4 million as of December 31, 2016. The Company evaluated the materiality of this misstatement from quantitative and qualitative perspectives, and concluded that it was immaterial to the prior periods. Consequently, the Company corrected this error by recording the adjustment in the Company’s condensed consolidated balance sheet in the quarter ended March 31, 2017. At November 8, 2016, the contingent consideration was valued at $33.5 million , resulting in a total purchase consideration of approximately $38.2 million . The fair value of the contingent consideration is recorded as a current liability and will be periodically adjusted for changes in fair value or as events and circumstances arise. The remainder of the outstanding capital stock of Scilex represents a noncontrolling interest which was valued at $12.3 million at November 8, 2016. The consolidated financial statements include the results of operations from this transaction, which have been accounted for as a business combination, and require, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The valuation of the acquired assets resulted in the recognition of identifiable assets of approximately $54.9 million comprised mainly of in-process research and development of $21.9 million and patents of $32.6 million . The valuation of the acquired liabilities resulted in the recognition of liabilities of approximately $17.9 million comprised mainly deferred tax liabilities of $13.9 million . The Company recorded goodwill of $13.5 million associated with the acquisition. The amounts in this footnote reflect the adjustment described above. Various factors contributed to the establishment of goodwill, including an assembled workforce. Acquired In-process Research and Development of BDL In August 2015, the Company and TNK entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with BDL Products, Inc. (“BDL”) and the stockholders of BDL (“Stockholders”) pursuant to which the Stockholders sold all of their shares of capital stock in BDL to TNK for: (1) a cash payment of $100.00 , and (2) $6.0 million in shares of TNK Class A Stock, subject to adjustment in certain circumstances, to be issued to the Stockholders upon a financing resulting in gross proceeds (individually or in the aggregate) to TNK of at least $50.0 million (a “Qualified Financing”). In accordance with subsequent amendments to the Stock Purchase Agreement, in the event a Qualified Financing does not occur by October 15, 2017 (which is subject to further extension as implied and based on previously amended dates) or TNK does not complete an initial public offering of shares of its capital stock by September 15, 2017, in lieu of receiving shares of TNK pursuant to the acquisition, the Stockholders shall receive an aggregate of 309,917 shares of the Company’s common stock, subject to adjustment in certain circumstances. Although a Qualified Financing did not occur by October 15, 2017 and TNK did not complete an initial public offering by September 15, 2017, as of the date of the filing of this Annual Report on Form 10-K, the Company has not issued shares to the Stockholders pursuant to the Stock Purchase Agreement as it is currently negotiating the terms of the Stock Purchase Agreement with the Stockholders. (See Note 5). Acquired In-process Research and Development of Cargenix In August 2015, the Company and TNK Therapeutics, Inc., its subsidiary (“TNK”) entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with CARgenix Holdings LLC (“CARgenix”) and the members of CARgenix (the “Members”) pursuant to which the Members sold all of their membership interests in CARgenix to TNK for: (1) a cash payment of $100.00 , and (2) $ 6.0 million in shares of TNK Class A common stock (“TNK Class A Stock”), subject to adjustment in certain circumstances, to be issued to the Members upon a financing resulting in gross proceeds (individually or in the aggregate) to TNK of at least $50.0 million (a “Qualified Financing”). In accordance with an amendment to the Membership Interest Purchase Agreement entered into in March 2016, in the event a Qualified Financing did not occur by September 15, 2016 or TNK did not complete an initial public offering of shares of its capital stock by October 15, 2016, in lieu of receiving shares of TNK pursuant to the acquisition, the Members would receive an aggregate of 309,917 shares of the Company’s common stock, subject to adjustment in certain circumstances. TNK did not complete a Qualified Financing by the amended financing deadline and the Company issued 309,917 shares of its common stock to the Members on October 7, 2016. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value measurement is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company's own assumptions. The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis. (in thousands): Fair Value Measurements at December 31, 2017 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and Cash Equivalents $ 20,429 $ 20,429 $ — $ — Marketable securities $ 441 $ 356 $ — $ 85 Total assets $ 20,870 $ 20,785 $ — $ 85 Liabilities: Acquisition consideration payable $ 54,272 $ — $ — $ 54,272 Total liabilities $ 54,272 $ — $ — $ 54,272 Fair Value Measurements at December 31, 2016 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and Cash Equivalents $ 82,398 $ 82,398 $ — $ — Marketable securities $ 1,106 $ 831 $ — $ 275 Total assets $ 83,504 $ 83,229 $ — $ 275 Liabilities: Derivative liability $ 48,362 $ — $ — $ 48,362 Total liabilities $ 48,362 $ — $ — $ 48,362 The Company's financial assets and liabilities carried at fair value are comprised of cash and cash equivalents, marketable securities, acquisition consideration payable and derivative instruments. Cash and cash equivalents consist of money market accounts and bank deposits which are highly liquid and readily tradable. These investments are valued using inputs observable in active markets for identical securities. Marketable securities are valued using inputs observable in active markets for identical securities. The Company recorded contingent consideration as part of its acquisitions of Shanghai Three Alliance Biotech Co. LTD (“Shanghai Three”), Roger Williams Medical Center (“RWMC”), Concortis, Inc., (“Concortis”), BDL, CARgenix, Scilex, and Virttu. The fair value of the contingent consideration measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Contingent consideration is measured using the income approach and discounting to present value the contingent payments expected to be made based on assessment of the probability that the company would be required to make such future payment. The following is a summary of the contingent consideration liabilities associated with acquisitions entered into during the year ended December 31, 2016. The contingent consideration was measured at fair value using significant unobservable inputs (Level 3) as of December 31, 2016. Contingent consideration associated with acquisitions increased by $46.8 million during the year ended December 31, 2016. During the ended December 31, 2016, the fair value remeasurement adjustments related to the Company’s acquisitions resulted in a decrease to the contingent consideration liabilities by $1.8 million , and there were no payments of contingent consideration related to such liabilities. The ending balance at December 31, 2016 for the Company’s acquisitions during the year ended December 31, 2016, was $45.0 million . The following table includes a summary of the changes to contingent consideration liabilities during the year ended December 31, 2017. The contingent consideration is measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2017: (in thousands) 2017 Beginning Balance at December 31, 2016 48,362 Scilex acquisition adjustment (See Note 4) (6,500 ) Acquisition consideration payable - current year acquisitions (See Note 4) 12,807 Contingent consideration (Non-current) - current year acquisitions (See Note 4) 983 Re-measurement of Fair Value — Payment of shares for current year contingent consideration (1,380 ) Ending Balance at December 31, 2017 $ 54,272 The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016. (in thousands) 2016 Fair Value at Beginning of Year $ 5,520 Additions — Expiration of derivative liability (5,520 ) Payments — Balance at End of Year $ — The following table includes a summary of the Company’s contingent and financing liabilities, related inputs used to determine fair value, and the valuation methodologies used for the fair value measurements using significant unobservable inputs (Level 3) at December 31, 2017: (in thousands) Fair Value Measurements at December 31, 2017 Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) BDL Contingent Consideration $ 1,643 Multiple outcome discounted cash flow Discount Rate Percent probabilities assigned to scenarios 4.41% 10% and 90% Virttu Contingent Consideration (Non-Current) $ 1,063 Multiple outcome discounted cash flow Discount Rate Probability of Regulatory Milestone 12.21% 16% Virttu Contingent Consideration $ 14,884 Multiple outcome discounted cash flow Discount Rate Percent probabilities assigned to scenarios 1.47% 20% and 80% Scilex Contingent Consideration $ 32,200 Monte Carlo simulation method Discount Rate Probability of Regulatory Milestone 10.54% 95% Concortis Contingent Consideration $ 511 Multiple outcome discounted cash flow Discount Rate Percent probabilities assigned to scenarios 19.20% 20% Shanghai Three Contingent Consideration $ 1,588 Multiple outcome discounted cash flow Discount Rate Percent probabilities assigned to scenarios 12.21% 50% RWMC Contingent Consideration $ 2,383 Multiple outcome discounted cash flow Discount Rate, Percent probabilities assigned to scenarios 12.21% 50% The principal significant unobservable inputs used in the valuations of the contingent considerations are the discount rates, and probabilities assigned to scenario outcomes. An increase in the discount rate or regulatory milestone will cause a decrease in the fair value of the contingent consideration. Conversely, a decrease in the discount rate will cause an increase in the fair value of the contingent consideration. An increase in the probabilities assigned to certain scenarios will cause the fair value of contingent consideration to increase. Conversely, a decrease in the probabilities assigned to certain scenarios will cause the fair value of contingent considerations to decrease. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities Marketable securities consisted of the following as of December 31, 2017 (in thousands): December 31, 2017 Cost Gross Realized Gains (Losses) Fair Value Trading securities: MedoveX common shares and warrants $ 750 $ (309 ) $ 441 December 31, 2016 Cost Gross Realized Gains (Losses) Fair Value Trading securities: MedoveX common shares and warrants $ 750 $ 356 $ 1,106 Trading Securities On August 5, 2016, the Company entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) with MedoveX Corporation (“MedoveX”). Pursuant to the terms of the Unit Purchase Agreement, the Company purchased three Units for $750 thousand . Each Unit had a purchase price of $250 thousand and consisted of (i) 208,333 shares of MedoveX common stock (the “MedoveX Common Stock”), and (ii) a warrant to purchase 104,167 shares of MedoveX Common Stock (the “MedoveX Warrant”). The MedoveX Warrant has an initial exercise price of $1.52 per share, subject to adjustment, and is initially exercisable six months following the date of issuance for a period of five years from the date of issuance. In addition, the Company entered into a Registration Rights Agreement with MedoveX pursuant to which MedoveX was required to file a registration statement registering for resale all shares of MedoveX Common Stock and shares of MedoveX Common Stock issuable pursuant to the MedoveX Warrant issued as part of the Units. For the twelve months ended December 31, 2017 and 2016, the Company recorded a loss of $0.7 million and a gain of $0.4 million on trading securities. The Company’s investment in MedoveX will be revalued on each balance sheet date. The fair value of the Company’s holding in MedoveX Common Stock at December 31, 2017 is a Level 1 measurement. The fair value of the Company’s holdings in the MedoveX Warrant was estimated using the Black-Scholes option-pricing method. The risk-free rate was derived from the U.S. Treasury yield curve, matching the MedoveX Warrant’s term, in effect at the measurement date. The volatility factor was determined based on MedoveX’s historical stock prices. The warrant valuation is a Level 3 measurement. The following table includes a summary of the warrant measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2017 (in thousands): Total Beginning balance at December 31, 2016 $ 275 Addition of warrant — Change in fair value of warrant (191 ) Ending balance at December 31, 2017 $ 84 Available-for-sale Securities On July 27, 2015, NantKwest, Inc. (“NantKwest”) completed its initial public offering (“IPO”). Prior to the IPO the Company’s investment in NantKwest was accounted for using the cost method and the total investment of $10.0 million was classified as part of cost method investments on the Company’s consolidated balance sheets. The common shares were subject to restrictions in a lock-up agreement through December 27, 2015 as well as limitations under Rule 144 of the Securities Act of 1933, as amended. As these were short term restrictions, the Company did not apply a marketability discount. At December 31, 2015, the Company recorded an unrealized gain of $73.6 million , representing the difference between the $10.0 million cost basis and the estimated fair value net of tax, as accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet and as a change in unrealized gains and losses on marketable securities in the Company’s consolidated statements of comprehensive income (loss). The Company’s investment in NantKwest was revalued on each balance sheet date. In July 2016, the Company completed the transactions contemplated by a letter agreement (the “Letter Agreement”) with the Chan Soon-Shiong Family Foundation (“Foundation”) and Cambridge Equities, LP (“Cambridge”). Pursuant to the terms of the Letter Agreement, among other things, (i) the Company agreed to sell to Foundation, and Foundation agreed to purchase from the Company, an aggregate of 5,618,326 shares of common stock of NantKwest held by the Company (representing all shares of NantKwest held by the Company), (ii) Foundation agreed to sell to the Company, and the Company agreed to purchase all reported shares held by Foundation and Cambridge, constituting an aggregate of 7,878,098 shares of Common Stock, (iii) Cambridge agreed to forfeit its right to purchase 500,000 shares of Common Stock issuable pursuant to a warrant to purchase 1,724,138 shares of Common Stock issued by the Company, and (iv) the Company agreed to pay to Foundation an aggregate of approximately $15.6 million . Effective upon closing, the Company repurchased the 7,878,098 shares of Common Stock. The Company recognized a gain of $27.2 million on the sale of the NantKwest stock in its consolidated statement of operations for the twelve months ended December 31, 2016 as a result of the transaction. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Furniture and fixtures $ 1,035 $ 458 Office equipment 493 326 Machinery and lab equipment 19,868 13,220 Leasehold improvements 7,327 3,625 $ 28,723 $ 17,630 Less accumulated depreciation (9,378 ) (4,922 ) $ 19,345 $ 12,707 Depreciation expense for the years ended December 31, 2017, 2016 and 2015 was $4,470 thousand , $1,951 thousand and $1,134 thousand , respectively. |
Cost Method Investments
Cost Method Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments [Abstract] | |
Cost Method Investments | Cost Method Investments As of December 31, 2017, the aggregate carrying amount of the Company’s cost-method investments in non-publicly traded companies was $237.0 million and included an ownership interest in NantCell, Inc. (“NantCell”), NantBioScience, Inc. (“NantBioScience”), Globavir Biosciences, Inc., Brink Biologics, Inc., Coneksis, Inc., and Celularity Inc. (See Note 9). As of December 31, 2016, the aggregate carrying amount of the Company’s cost-method investments in non-publicly traded companies was $112.0 million and included an ownership interest in NantCell, NantBioScience, Globavir Biosciences, Inc., Brink Biologics, Inc., and Coneksis, Inc. The Company’s cost-method investments are assessed for impairment quarterly. The Company has determined that it is not practicable to estimate the fair value of its cost-method investments on a regular basis and does not reassess the fair value of cost-method investments if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investments. No impairment losses were recorded during the years ended December 31, 2017, 2016 and 2015. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments NANTibody In 2013, the Company acquired IgDraSol Inc. (“IgDraSol”), a private company focused on the development of oncologic agents for the treatment of cancer, from a third party unrelated to the NantWorks, LLC (“NantWorks”) affiliated entities for 3 million shares of the Company's common stock and $380,000 of cash for a total purchase price of $29.1 million . This transaction included the acquisition of IgDraSol’s lead compound, Cynviloq TM , a micellar diblock copolymeric paclitaxel formulation drug product. In May 2015, the Company entered into an agreement with NantPharma, LLC (“NantPharma”), a NantWorks company, pursuant to which the Company sold to NantPharma all of its equity interests in IgDraSol, which continued to hold the rights to Cynviloq TM . Pursuant to the agreement, NantPharma paid the Company an upfront fee of $90.1 million , of which $60.0 million was required to be used by the Company to fund two joint ventures, as described below. In April 2015, the Company and NantCell, a subsidiary of NantWorks, LLC (“NantWorks”), a private company owned by Dr. Patrick Soon-Shiong, established a new entity called Immunotherapy NANTibody, LLC (“NANTibody”) as a stand-alone biotechnology company with $100.0 million initial joint funding. NantCell owns 60% of the equity interest of NANTibody and agreed to contribute $60.0 million to NANTibody. The Company owns 40% of NANTibody and in July 2015, the Company had NantPharma, LLC (“NantPharma”) contribute its portion of the initial joint funding of $40.0 million to NANTibody from the proceeds of the sale of IgDraSol, Inc. (“IgDraSol”). Additionally, the Company and NantCell were allowed to appoint three and two representatives, respectively, to NANTibody’s five -member Board of Directors. NANTibody will focus on accelerating the development of multiple immuno-oncology mAbs for the treatment of cancer, including but not limited to anti-PD-1, anti-PD-L1, anti-CTLA4mAbs, and other immune-check point antibodies as well as ADCs and bispecific antibodies. NANTibody had been formed to advance pre-clinical and clinical immunology assets contributed by the Company and NantCell. The Company continues to hold 40% of the outstanding equity of NANTibody and NantCell holds the remaining 60% . Until July 2, 2017, NANTibody held approximately $100.0 million of cash and cash equivalents, and the Company recorded its investment in NANTibody at approximately $40.0 million . As an equity method investment, the Company's ratable portion of 40% of money expended for the development of intellectual property assets held by NANTibody would be reflected within income (loss) on equity method investments in its statement of operations. As a result of limited spending at NANTibody, the cash on hand at NANTibody remained at approximately at $100.0 million since the inception of the NANTibody joint venture until July 2, 2017. Further, the Company's equity method investment in NANTibody remained at approximately $40.0 million until July 2, 2017. The financial statements of NANTibody are not received sufficiently timely for the Company to record its portion of earnings or loss in the current financial statements and therefore the Company reports its portion of earnings or loss on a quarter lag. In February 2018, NANTibody notified the Company that on July 2, 2017, NANTibody acquired all of the outstanding equity of IgDraSol in exchange for $90.1 million in cash. NANTibody purchased IgDraSol from NantPharma, LLC, which is controlled by NantWorks, an entity with a controlling interest in NantCell and NantPharma. Although the Company has had a designee serving on the Board of Directors of NANTibody since the formation of NANTibody in April 2015, and although the Company has held 40% of the outstanding equity of NANTibody since NANTibody’s formation, neither the Company nor its director designee was given any advance notice of NANTibody’s purchase of IgDraSol or of any board meeting or action to approve such purchase. As such, the Company's designee on NANTibody’s Board of Directors was not given an opportunity to consider or vote on the transaction as a director and the Company was not given an opportunity to consider or vote on the transaction in its position as a significant ( 40% ) equity holder of NANTibody. As a result of the July 2, 2017 purchase of IgDraSol, NANTibody’s cash and cash equivalents were reduced from $99.6 million as of June 30, 2017 to $9.5 million as of September 30, 2017, and NANTibody’s contributed capital was reduced from $100.0 million as of June 30, 2017 to $10.0 million as of September 30, 2017, to effect the transfer of IgDraSol from NantPharma to NANTibody. No additional information was provided to the Company to explain why NANTibody’s total assets as of September 30, 2017 were reduced by approximately $90.1 million . The Company requested, but did not receive, additional information from NANTibody for purposes of supporting the value of IgDraSol, including any information regarding clinical advancements in the entity since the sale of IgDraSol by the Company in May 2015. Prior to the communication of the transfer of IgDraSol from NantPharma to NANTibody, the Company relied on the cash and cash equivalents of NANTibody for purposes of determining the value of its investment in NANTibody, which capital was expended by NANTibody to acquire IgDraSol on July 2, 2017. As a result of the transfer of IgDraSol, the Company reassessed the recoverability of its equity method investment in NANTibody as of July 2, 2017. In doing so, the Company considered the expected outcomes for the intellectual property assets held by NANTibody as of July 2, 2017. As a result of the lack of evidence of any development activity associated with any of the assets held in NANTibody, given the passage of time since the formation of the joint venture, many competitive products from other drug developers worldwide have advanced and/or commercialized for the targeted disease indications of the assets held in NANTibody, and given the Company's minority interest in NANTibody (the investee), the Company concluded that it does not have the ability to recover the carrying amount of the investment and an other-than-temporary decline in the value of the investment had occurred. Accordingly, an impairment was recorded to the Company's equity method investment in NANTibody for the three and nine months ended September 30, 2017. The fair value of the Company’s investment in NANTibody was measured at fair value on July 2, 2017 using significant unobservable inputs (Level 3) due to the determination of fair value requiring significant judgment, including the potential outcomes of the intellectual property assets held by NANTibody. For these reasons, fair value was determined by applying the Company's 40% equity interest in NANTibody to the remaining cash and cash equivalents, which resulted in an impairment of $36.0 million . The impairment resulted in a revised carrying value of the Company's investment in NANTibody of $3.7 million which approximates its ratable 40% ownership of the cash maintained by NANTibody expected to be used for future research and development. NANTibody recorded net loss of $1.1 million and $0.6 million for the twelve months ended September 30, 2017 and 2016, respectively. The Company recorded its portion of loss from NANTibody in (loss) income on equity investments on its consolidated statements of operations for the twelve months ended December 31, 2017 and 2016. As of September 30, 2017, NANTibody had $9.9 million in current assets, $591 thousand in current liabilities, and no noncurrent assets or noncurrent liabilities. As of September 30, 2016, NANTibody had $100.7 million in current assets and $242 thousand in current liabilities and no noncurrent assets or noncurrent liabilities. NantStem In July 2015, the Company and NantBioScience, a subsidiary of NantWorks, established a new entity called NantCancerStemCell, LLC (“NantStem”) as a stand-alone biotechnology company with $100.0 million initial joint funding. As initially organized, NantBioScience was obligated to make a $60.0 million cash contribution to NantStem for a 60% equity interest in NantStem, and the Company was obligated to make a $40.0 million cash contribution to NantStem for a 40% equity interest in NantStem. Fifty percent of these contributions were funded in July 2015 and the remaining amounts were to be made by no later than September 30, 2015. The Company had NantPharma contribute its portion of the initial joint funding of $20.0 million to NantStem from the proceeds of the sale of IgDraSol. Pursuant to a Side Letter dated October 13, 2015, the NantStem joint venture agreement was amended to relieve the Company of the obligation to contribute the second $20.0 million payment, and its ownership interest in NantStem was reduced to 20% . NantBioScience’s funding obligations were unchanged. The Side Letter was negotiated at the same time the Company issued a call option on shares of NantKwest that it owned to Cambridge, a related party to NantBioScience. In the fourth quarter of 2015, the Company determined it had an other-than-temporary decline in the value of NantStem and recognized a loss of $4.0 million in loss on equity investments on its consolidated statement of operations for the year ended December 31, 2015. There was no loss related to other-than-temporary impairment recognized for the equity investment for the year ended December 31, 2016. The Company is accounting for its interest in NantStem as an equity method investment, due to the significant influence the Company has over the operations of NantStem through its board representation and 20% voting interest. The Company’s investment in NantStem is reported in equity method investments on its consolidated balance sheets and its share of NantStem’s loss is recorded in loss on equity investments on its consolidated statement of operations. As of December 31, 2017 and 2016, the carrying value of the Company’s investment in NantStem was approximately $18.7 million and $18.5 million , respectively. The financial statements of NantStem are not received sufficiently timely for the Company to record its portion of earnings or loss in the current financial statements and therefore the Company reports its portion of earnings or loss on a quarter lag. NantStem recorded net income of $0.7 million and $0.9 million for the twelve months ended September 30, 2017 and 2016, respectively. The Company recorded its portion of gain from NantStem in gain on equity investments on its consolidated statements of operations for the twelve months ended December 31, 2017 and 2016. As of September 30, 2017, NantStem had $82.5 million in current assets and no current liabilities and no noncurrent assets or noncurrent liabilities. As of September 30, 2016, NantStem had $81.7 million in current assets and no current liabilities and no noncurrent assets or noncurrent liabilities. Yuhan Agreement In March 2016, the Company and Yuhan Corporation, a South Korea company (“Yuhan”), entered into an agreement to form a joint venture company called ImmuneOncia Therapeutics, LLC (“ImmuneOncia”) to develop and commercialize a number of immune checkpoint antibodies against undisclosed targets for both hematological malignancies and solid tumors. Under the terms of the joint venture agreement, Yuhan contributed an initial investment of $10.0 million to ImmuneOncia, and the Company granted ImmuneOncia an exclusive license to one of its immune checkpoint antibodies for specified countries while retaining the rights for the U.S., European and Japanese markets, as well as global rights for ImmuneOncia to two additional antibodies that will be selected by ImmuneOncia from a group of pre-specified antibodies from the Company’s immuno-oncology antibody portfolio. Yuhan owns 51% of ImmuneOncia, while the Company owns 49% . The Company is accounting for its interest in ImmuneOncia as an equity method investment, due to the significant influence the Company has over the operations of ImmuneOncia through its board representation and 49% voting interest while not sharing joint control with Yuhan. The Company’s investment in ImmuneOncia is reported in equity method investments on its condensed consolidated balance sheets and its share of ImmuneOncia’s loss is recorded in loss on equity investments on its condensed consolidated statement of operations. As of December 31, 2017 and 2016, the carrying value of the Company’s investment in ImmuneOncia was approximately $6.8 million and $9.5 million , respectively. The difference between the Company’s investment in ImmuneOncia and the Company’s 49% interest in the net assets of ImmuneOncia was approximately $1.0 million at December 31, 2017. ImmuneOncia recorded net loss of $5.4 million for the twelve months ended December 31, 2017. The Company recorded its portion ( 49% equity interest) of loss from ImmuneOncia in loss on equity investments on its consolidated statement of operations for the twelve months ended December 31, 2017. As of December 31, 2017, ImmuneOncia had $7.4 million in current assets, $129 thousand in current liabilities, $8.8 million in noncurrent assets, and $33 thousand noncurrent liabilities. As of December 31, 2016, no material activity had occurred subsequent to the Company's initial investment. In April 2016, Yuhan purchased $10.0 million of shares of Common Stock, and warrants as part of the Company’s private placement offering. Celularity Transaction On November 1, 2016, the Company entered into a nonbinding term sheet (the “Term Sheet”) with TNK and Celularity, Inc., a research and development company (“Celularity”), setting forth the terms and conditions by which the Company or TNK, along with one or more third parties, would contribute certain assets to Celularity. The Term Sheet outlined that contingent upon the execution of a definitive agreement among the parties, concurrently with asset contributions to Celularity to be made by one or more third parties, TNK would contribute to Celularity certain chimeric antigen receptor (“CAR”) constructs for use in placenta-derived cells and cord blood-derived cell, and the Company would receive equity in Celularity. In connection with the execution of the Term Sheet, on November 1, 2016, the Company loaned $5.0 million to Celularity, Inc. pursuant to a promissory note issued by Celularity to the Company, as amended (as so amended, the “Celularity Note”). Pursuant to the terms of the Celularity Note, the loan would be due and payable in full on the earlier of November 1, 2017 and the occurrence of an event of default under the Celularity Note (the “Maturity Date”). In the event that Celularity met certain minimum financing conditions prior to the Maturity Date, all outstanding amounts under the Celularity Note would be forgiven. On May 31, 2017, the Company loaned an additional $2.0 million to Celularity pursuant to the terms of the Celularity Note. On June 14, 2017, the Company loaned an additional $1.0 million to Celularity, and the Company loaned an additional $2.0 million to Celularity on July 6, 2017. On June 12, 2017, the Company, TNK and Celularity entered into a Contribution Agreement (the "Contribution Agreement") pursuant to which, among other things, the Company and TNK agreed to license certain intellectual property rights related to their proprietary CAR constructs and related CARs to Celularity. Per the terms of the Contribution Agreement, the transaction was contingent upon, among other things, Celularity meeting minimum financing conditions similar to those required per the Celularity Note. In exchange for the Company's contribution under the Contribution Agreement and the forgiveness of the Celularity Note, the Company was to receive Series A preferred shares of Celularity equal to 25% of Celularity’s outstanding shares of capital stock calculated on a fully-diluted basis. On August 15, 2017, Celularity successfully completed the minimum financing conditions outlined in the Celularity Note and Contribution Agreement through the issuance of Series A preferred shares. As a result, the transactions contemplated by the Contribution Agreement closed and, on such date, among other things, (a) Celularity issued Series A preferred shares to TNK, (b) the Company, TNK and Celularity entered into a License and Transfer Agreement (the "License Agreement"), and (c) the Celularity Note was forgiven by the Company. Pursuant to the License Agreement (i) TNK and the Company agreed to provide to Celularity (1) their CAR constructs and related CARs for use worldwide in combination with placenta-derived cells and/or cord blood-derived cells for the treatment of any disease or disorder except that the anti-CD38 CAR constructs and related CARs may also be used in adult cells for the treatment of multiple myeloma unless TNK exercises its termination rights for the use with adult cells, and (2) their know-how relating to the foregoing, (ii) TNK and the Company granted to Celularity a limited, perpetual, transferable and sub-licensable license and covenant not to sue with respect to certain of their patents and other intellectual property rights, and (iii) Celularity agreed to pay to TNK 50% of the first $200 million and 20% thereafter of any upfront and milestone payments that Celularity receives in connection with any sub-license of a combination of anti-CD38 CAR constructs and either placenta-driven cells and/or cord blood–derived cells or adult cells. From November 1, 2016 through August 15, 2017, the Company accounted for the Celularity Note as an equity method investment in Celularity in accordance with FASB Topic 323, Investments-Equity Method and Joint Ventures ("ASC 323"). As of August 14, 2017, the carrying value of the Company’s equity method investment in Celularity was $8.8 million . Because Celularity completed the minimum financing conditions outlined in the Celularity Note and Contribution Agreement, on August 15, 2017, TNK received Series A preferred shares in an amount equivalent to a 25% ownership interest in Celularity on an as-converted basis and the Celularity Note was forgiven. Upon issuance of the Series A Preferred shares for 25% ownership interest in Celularity, in accordance with ASC 323, the Company modified its investment in Celularity as a cost method investment because it was determined the Series A Preferred shares were not in-substance common stock. The Company determined that the exchange of the Celularity Note and the 25% ownership interest in Celularity is a nonmonetary exchange within the scope of ASC 845, Nonmonetary Transactions , and was accounted for at fair value. The carrying value of the Company’s investment in Celularity is $125.0 million at August 15, 2017 and December 31, 2017. The Company has assessed the accounting for the License Agreement under ASC 605-25, Revenue Recognition - Multiple Element Arrangements , and determined that the deliverables under the License Agreement should be accounted for as multiple units of accounting. The deliverables identified in the License Agreement consist of (1) delivered CAR constructs and related CARs, and (2) undelivered CAR constructs, if and when the Company discovers them. Per the License Agreement, the Company is neither obligated to provide substantive future support for the delivered technology, nor obligated to pursue the discovery of additional undiscovered CAR constructs. The Company has determined that the undelivered CAR constructs are of nominal value due to, among other things, (1) the uncertainty of discovery of a CAR construct with appropriate characteristics as well as (2) the extreme uncertainty of the commercialization of a compound that has yet to be discovered. Accordingly, the Company recognized revenue during the three months ended September 30, 2017 of approximately $116.2 million associated with the License Agreement. On September 26, 2017, the Company entered into a joint development agreement with Celularity whereby the Company agreed to provide research services to Celularity through June 30, 2018 in exchange for upfront payment of $5.0 million . The revenue related to the joint development agreement of $5.0 million will be recognized over the length of the service agreement as services are performed. The Company recorded $1.7 million of sales and services revenues under the joint development agreement for the year ended December 31, 2017. The financial statements of Celularity are not received sufficiently timely for the Company to record its portion of earnings or loss in the current financial statements and therefore the Company reports its portion of earnings or loss on a quarter lag under the equity method. Celularity incurred operating expense of approximately $4.1 million for the nine months ended June 30, 2017 in its interim financial results. The Company recorded its portion of loss from Celularity in loss on equity investments on its condensed consolidated statement of operations until its conversion to cost method investment on August 15, 2017. Shanghai Three On March 7, 2016, TNK agreed to issue to SiniWest Holdings, Inc. (“SiniWest Holdings”) $4.0 million in shares of TNK Class A Stock, subject to certain circumstances, to be issued upon a financing resulting in gross proceeds (individually or in the aggregate) to TNK of at least $10.0 million and a $1.0 million upfront cash payment in exchange for SiniWest Holdings transferring certain assets to TNK, including SiniWest Holdings’ 25% interest in Shanghai Three-Alliance Biotech Co. LTD, a China based company (“Shanghai Three”). The Company is accounting for its interest in Shanghai Three as an equity method investment, due to the significant influence the Company has over the operations of Shanghai Three through its 25% voting interest. The Company’s investment in Shanghai Three is reported in equity method investments on the condensed consolidated balance sheets and its share of Shanghai Three’s income or loss is recorded in income (loss) on equity investments on the condensed consolidated statement of operations. As of December 31, 2017 and 2016, the carrying value of the Company’s investment in Shanghai Three was approximately $3.8 million and $2.8 million , respectively. The financial statements of Shanghai Three are not received sufficiently timely for the Company to record its portion of earnings or loss in the current financial statements and therefore the Company reports its portion of earnings or loss on a quarter lag. Shanghai Three incurred no operating expenses for the twelve months ended September 30, 2017 and 2016. As of December 31, 2017, Shanghai Three had approximately $0.4 million in current assets, $5.3 million in noncurrent assets, $2.8 million in current liabilities, and $2.0 million in noncurrent liabilities. As of December 31, 2016, Shanghai Three had approximately $0.5 million in current assets, $5.1 million in noncurrent assets, $3.0 million in current liabilities, and $2.0 million in noncurrent liabilities. 3SBio Term Sheet In June 2016, the Company and TNK entered into a binding term sheet with Shenyang Sunshine Pharmaceutical Company Ltd (“3SBio”), a China based company, to form a joint venture to develop and commercialize proprietary immunotherapies, including those developed from, including or using TNK’s CAR-T technology targeting carcinoembryonic antigen (“CEA”) positive cancers. Due diligence and negotiations between 3SBio and the Company for the definitive agreement(s) are currently ongoing. Under the terms of the agreement 3SBio will contribute an initial investment of $10.0 million to the joint venture and TNK will grant the joint venture an exclusive license to the CEA CAR-T technology and two additional CARs for cellular therapy for the Greater China market, including Mainland China, Hong Kong and Macau. 3SBio will own 51% of the joint venture while TNK will own 49% . As of December 31, 2017, funding and operations of the joint venture had not yet begun, as a result no investment has been recorded as of December 31, 2017. In June 2016, 3SBio purchased $10.0 million of Common Stock and warrants as part of the Company’s private placement offering. Fair Value of Equity Method Investment The Company periodically evaluates the carrying value of our equity method investments, when events and circumstances indicate that the carrying amount of an asset may not be recovered. The Company determines the fair value of its equity method investments to evaluate whether impairment losses shall be recorded using Level 3 inputs. These investments include the Company's holdings in privately held biotechnology companies that are not exchange traded and therefore not supported with observable market prices. However, these investments are valued by reference to their net asset values that can be market supported and unobservable inputs including future cash flows. During 2017, the Company determined the carrying value of its NANTibody equity method investment exceeded its fair value. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets As of December 31, 2017 and 2016, the Company had goodwill of $38.3 million and $41.5 million , respectively. The Company performed a qualitative test for goodwill impairment as of December 31, 2017. Based upon the results of the qualitative testing the Company concluded that it is more-likely-than-not that the fair values of the Company’s goodwill was in excess of its carrying value and therefore performing the first step of the two-step impairment test was unnecessary. No goodwill impairment was recognized for the years ended December 31, 2017 and 2016. The following is a summary of changes in the Company’s recorded goodwill during the year ended December 31, 2016 (in thousands): Amount Balance as of December 31, 2016 $ 41,548 Scilex Acquisition Adjustment (4,645 ) Goodwill Acquired from Virttu Acquisition $ 1,395 Balance as of December 31, 2017 $ 38,298 The Company’s intangible assets, excluding goodwill, include acquired license and patent rights, core technologies, customer relationships and acquired in-process research and development. Amortization for the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives. A summary of the Company’s identifiable intangible assets as of December 31, is as follows (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships $ 1,585 $ 1,091 $ 494 Acquired technology 3,410 709 2,701 Acquired in-process research and development 37,660 — 37,660 Patent rights 32,720 2,562 30,158 Total intangible assets $ 75,375 $ 4,362 $ 71,013 December 31, 2016 Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships $ 1,585 $ 801 $ 784 Acquired technology 3,410 533 2,877 Acquired in-process research and development 25,404 — 25,404 Patent rights 36,120 419 35,701 Total intangible assets $ 66,519 $ 1,753 $ 64,766 As of December 31, 2017, the remaining weighted average life for identifiable intangible assets is 15 years . Patent rights are stated at cost and amortized on a straight-line basis over the estimated useful lives of the assets, determined to be approximately fifteen years or nineteen years from the date of transfer of the rights to the Company. Amortization expense for the years ended December 31, 2017 and 2016 was $2,143 thousand and $405 thousand , respectively, which has been included in intangibles accumulated amortization. Acquired technology is stated at cost and amortized on a straight-line basis over the estimated useful lives of the assets, determined to be approximately nineteen years from the date of acquisition of the technology in December 2013. Amortization expense for the years ended December 31, 2017 and 2016 was $176 thousand and $176 thousand , respectively, which has been included in intangibles accumulated amortization. Customer relationships are stated at cost and amortized on a straight-line basis over the estimated useful lives of the assets and are generally determined to be approximately five years from the date of acquisition. Amortization expense for the years ended December 31, 2017 and 2016 was $291 thousand and $264 thousand , respectively, which has been included in intangibles accumulated amortization. Acquired in-process research and development is stated at cost and may be immediately expensed if there is no alternative future use. Otherwise, the acquired in-process research and development is reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable. Estimated future amortization expense related to intangible assets at December 31, 2017 is as follows (in thousands): Years Ending December 31, Amount 2018 $ 3,697 2019 3,807 2020 3,807 2021 5,002 2022 5,002 Thereafter 49,698 Total $ 71,013 |
Significant Agreements and Cont
Significant Agreements and Contracts | 12 Months Ended |
Dec. 31, 2017 | |
Significant Agreements And Contracts [Abstract] | |
Significant Agreements and Contracts | Significant Agreements and Contracts License Agreement with Les Laboratoires Servier On July 11, 2016, the Company announced a license and collaboration agreement with Les Laboratoires Servier, SAS, a corporation incorporated under the laws of France, and Institut de Recherches Internationales Servier, a company duly organized and existing under the laws of France (individually and collectively, “Servier”) for the development, manufacture and commercialization of products using the Company’s fully human immuno-oncology anti-PD-1mAb STI-A1110 and will provide support for Sevier’s initial development efforts. Pursuant to the financial terms of the agreement, the Company received a non-refundable up-front payment of $27.4 million in July of 2016, which had been recorded as deferred revenue in the Company’s consolidated balance sheet and could potentially also have received various payments based on commercial sales milestones related to annual sales levels. The Company deferred the upfront payment and recognized the upfront payment over the expected period of performance of three years . Effective November 6, 2017, the Servier License Agreement was terminated based on mutually agreed upon terms pursuant to the Servier License Agreement. As a result, the remaining unrecognized revenue of approximately $16.7 million associated with license fees under the Servier License Agreement was recognized and reflected in the Company’s fourth quarter 2017 results. During the twelve months ended December 31, 2017, the Company recognized $23.6 million in license fee revenue pursuant to the agreement. License Agreement with Mabtech Limited In August 2015, the Company entered into an exclusive licensing agreement to develop and commercialize multiple prespecified biosimilar and biobetter antibodies from Mabtech Limited. Under the terms of the agreement, the Company will develop and market these four , late-stage clinical biosimilar or biobetter antibodies based on Erbitux®, Remicade®, Xolair® and Simulect® for the North American, European and Japanese markets. The Company made an initial license payment of $10.0 million and in February 2016, paid an additional $10.0 million license payment, both of which were recognized as acquired in-process research and development expense in the consolidated statements of operations as the Company determined there was no alternative future use for the license. In June 2016, the Company agreed to accelerate and pay a $30.0 million milestone license payment which has been recognized as acquired in-process research and development expense in the consolidated statements of operations, in exchange for the purchase by Mabtech Limited in June 2016, of $10.0 million of Common Stock and warrants. In December 2017, the Company agreed to accelerate and pay $25.0 million milestone license payment which has been recognized as acquired in-process research and development expense in the consolidated statements of operations. The amended agreement includes additional milestone payments totaling $125.0 million payable following the completion of the technology transfer from Mabtech Limited and for payables to extend the license agreement. The remaining anniversary payments are due on December 31, 2018 and 2019. The Company is not obligated to extend the license agreement. Accordingly, the additional future milestone payments have not yet been accrued as of December 31, 2017. Immunotherapy Research Collaboration Agreement with Roger Williams Medical Center In April 2016, the Company entered into an immunotherapy research collaboration agreement with Roger Williams Medical Center to provide certain clinical trial, research and manufacturing services. Under the terms of the agreement, Roger Williams Medical Center will perform pre-clinical and clinical research related to the development and delivery of CAR-T immunotherapies. In exchange, the Company granted Roger Williams Medical Center $6.0 million in shares of TNK Class A Stock, subject to adjustment in certain circumstances, to be issued upon a financing resulting in gross proceeds (individually or in the aggregate) to TNK of at least $20.0 million . The Company determined the fair value of this obligation was $3.4 million as of the April of 2016 agreement effective date, and the amount was recognized as prepaid expense and other and acquisition consideration payable in the condensed consolidated balance sheet. The Company will recognize the upfront payment over the expected performance period of five years. During each of the quarters ended December 31, 2017 and 2016, the Company recognized approximately $170 thousand in pre-clinical research and development expense pursuant to the agreement. During the twelve months ended December 31, 2017 and 2016, the Company recognized approximately $679 thousand and $453 thousand in pre-clinical research and development expense pursuant to the agreement, respectively. License Agreement with NantCell In April 2015, the Company and NantCell entered into a license agreement. Under the terms of the agreement the Company granted an exclusive license to NantCell covering patent rights, know-how, and materials related to certain antibodies, ADCs and two CAR-TNK products. NantCell agreed to pay a royalty not to exceed five percent (5)% to the Company on any net sales of products (as defined) from the assets licensed by the Company to NantCell. In addition to the future royalties payable under this agreement, NantCell paid an upfront payment of $10.0 million to the Company and issued 10 million shares of NantCell common stock to the Company valued at $100.0 million based on a recent equity sale of NantCell common stock to a third party. As of December 31, 2017, the Company had not yet provided all of the items noted in the agreement, including research services for and on behalf of NantCell, and therefore has recorded the entire upfront payment and value of the equity interest received as deferred revenue. Specifically, only a portion of the materials associated with the licensed assets have been delivered while the majority of the licensed assets remain undelivered and the related research activities are still to be performed. The Company will recognize the upfront payment and the value of the equity interest received over the period beginning with the commencement of the last item delivered. The Company’s ownership interest in NantCell does not provide the Company with control or the ability to exercise significant influence; therefore the $100.0 million investment is carried at cost in the consolidated balance sheets and evaluated for other-than-temporary impairment on a quarterly basis. License Agreement with The Scripps Research Institute In January 2010, the Company entered into a license agreement (the “TSRI License”) with The Scripps Research Institute (“TSRI”). Under the TSRI License, TSRI granted the Company an exclusive, worldwide license to certain TSRI patent rights and materials based on quorum sensing for the prevention and treatment of Staphylococcus aureus (“Staph”) infections, including Methicillin-resistant Staph. In consideration for the license, the Company: (i) issued TSRI a warrant for the purchase of common stock, (ii) agreed to pay TSRI a certain annual royalty commencing in the first year after certain patent filing milestones are achieved, (iii) agreed to pay a royalty on any sales of licensed products by the Company or its affiliates and a royalty for any revenues generated by the Company through its sublicense of patent rights and materials licensed from TSRI under the TSRI License. The TSRI License requires the Company to indemnify TSRI for certain breaches of the agreement and other matters customary for license agreements. The parties may terminate the TSRI License at any time by mutual agreement. In addition, the Company may terminate the TSRI License by giving 60 days ’ notice to TSRI and TSRI may terminate the TSRI License immediately in the event of certain breaches of the agreement by the Company or upon the Company’s failure to undertake certain activities in furtherance of commercial development goals. Unless terminated earlier by either or both parties, the term of the TSRI License will continue until the final expiration of all claims covered by the patent rights licensed under the agreement. For the years ended December 31, 2017, 2016 and 2015, the Company recorded $0 thousand , $106 thousand and $123 thousand in patent prosecution and maintenance costs associated with the TSRI License, respectively. All such costs have been included in general and administrative expenses. NIH Grants In June 2014, the NIAID awarded the Company a Phase II Small Business Technology Transfer (“STTR”) grant (the “Staph Grant III Award”) to support the advanced preclinical development of human bispecific antibody therapeutics to prevent and treat Staphylococcus aureus (“ S. aureus ” or “Staph”) infections, including methicillin-resistant S. aureus (“MRSA”). The project period for the Staph Grant III Award covered a two -year period which commenced in June 2014, which was subsequently extended by one year, with total funds available of approximately $1.0 million per year for up to two years. The Staph Grant III Award was not extended beyond June 30, 2017 and the remaining amounts for the award have been recorded as of December 31, 2017. During each of the quarters ended December 31, 2017 and 2016, the Company recorded $0 and $107 thousand of revenue associated with the Staph Grant III Award, respectively. During the twelve months ended December 31, 2017 and 2016, the Company recorded $206 thousand and $699 thousand of revenue associated with the Staph Grant III Award, respectively. Termination of Binding Term Sheet Regarding Acquisition of Semnur Pharmaceuticals, Inc. On August 15, 2016, the Company's subsidiary, Scintilla Pharmaceuticals, Inc. (“Scintilla”) and Semnur Pharmaceuticals, Inc. (“Semnur”) entered into a binding term sheet (the “Semnur Binding Term Sheet”) setting forth the terms and conditions by which Scintilla would, through a subsidiary, purchase all of the issued and outstanding equity of Semnur. On October 6, 2017, the Semnur Binding Term Sheet was terminated without additional consideration, effective immediately. The Company paid $6.9 million associated with the development activities since the inception of the Semnur Binding Term Sheet through December 31, 2017. |
Loan and Security Agreement and
Loan and Security Agreement and Convertible Notes | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement and Convertible Notes | Loan and Security Agreement and Convertible Notes In September 2013, the Company entered into a $5.0 million loan and security agreement with two banks pursuant to which: (i) the lenders provided the Company a term loan which was funded at closing, (ii) the Company repaid its then outstanding equipment loan balance of $762 thousand , and (iii) the lenders received a warrant to purchase an aggregate 31,250 shares of the Company’s common stock at an exercise price of $8.00 per share exercisable for seven years from the date of issuance. The value of the warrants, totaling $215 thousand , was recorded as debt discount and additional paid-in capital. In March 2014, the Company entered into an amended and restated loan and security agreement, increasing the September 2013 facility to $12.5 million from $5.0 million , with the same two banks. Such loan was funded at closing and was secured by a lien covering substantially all of the Company’s assets, excluding intellectual property, which is subject to a negative pledge. In October 2014, the Company entered into a second amendment to its amended and restated loan and security agreement to extend the interest only payments on the outstanding amount of the loan from October 1, 2014 to May 1, 2015, after which equal monthly payments of principal and interest are due until the loan maturity date of September 30, 2017 . The amended and restated loan interest rate is 7.95% per annum, and the Lenders received additional warrants to purchase an aggregate of 34,642 shares of the Company’s common stock at an exercise price of $12.99 per share, exercisable for seven years from the date of issuance. The value of the warrants, totaling $322 thousand , was recorded as debt discount and additional paid-in capital. On the November 22, 2016, the Company paid off all obligations owing under, and terminated, the amended and restated loan and security agreement, as amended (the “Terminated Loan Agreement”). In connection with the repayment and discharge of indebtedness, the Company was required to pay pre-payment fees of approximately $49 thousand , as required by the terms of the Terminated Loan Agreement. The secured interests under the Terminated Loan Agreement were terminated in connection with the Company’s discharge of indebtedness. Loan and Security Agreement with Hercules Capital, Inc. On November 23, 2016, the Company and certain of its domestic subsidiaries (together with the Company, the “Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), as a lender and agent for several banks and other financial institutions or entities from time to time party to the Loan Agreement (collectively, the “Lenders”) for a term loan of up to $75.0 million , subject to funding in multiple tranches (the “Term Loan”). The Term Loan will mature on December 1, 2020 . The proceeds of the Term Loan will be used for general corporate purposes and coincided with the repayment of the outstanding debt financing arrangement with Oxford Finance LLC and Silicon Valley Bank. The first tranche of $50.0 million was funded upon execution of the Loan Agreement on November 23, 2016. Under the terms of the Loan Agreement, the Borrowers may, but are not obligated to, request additional funds of up to $25.0 million which are available until June 30, 2018, subject to approval by Hercules’ Investment Committee. Pursuant to the terms of the third amendment to the Loan Agreement entered into on March 15, 2017, the Company paid Hercules $1.5 million for a portion of the backend fee. Pursuant to the terms of the fourth amendment to the Loan Agreement entered into on March 23, 2017 (the “Fourth Amendment”), the Company repaid Hercules, without repayment penalty, $20.0 million of the outstanding principal and unpaid interest accrued thereon on March 23, 2017. The Fourth Amendment also provided for the following: (1) Hercules reduced the minimum amount of unrestricted cash that the Company must maintain under the Loan Agreement, and (2) the parties agreed to change the date by which the Company must achieve a fundraising milestone. The Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties, including financial reporting obligations and significant limitations on dividends, indebtedness, liens (including a negative pledge on intellectual property and other assets), collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. Additionally, the Loan Agreement contains covenants requiring the Borrowers (i) to achieve certain fundraising requirements by certain dates and (ii) to maintain $20.0 million of unrestricted cash prior to achieving its corporate and fundraising milestones. The Company's public offering for net proceeds of $43.1 million satisfied the fundraising requirements and fundraising milestone. Pursuant to the terms of the seventh amendment to the Loan Agreement entered into on November 6, 2017 (the “Seventh Amendment”), (i) the Company repaid Hercules, without repayment penalty, $10.0 million of the outstanding principal and unpaid interest accrued thereon on November 6, 2017, and (ii) Hercules agreed to reduce the minimum amount of unrestricted cash that the Company must maintain under the Loan Agreement from $20.0 million to $8.0 million . On December 21, 2017, the Company paid off all obligations owing under, and terminated, the Loan Agreement. The secured interests under the Terminated Loan Agreement were terminated in connection with the Company’s discharge of indebtedness thereunder. In connection with the Loan Agreement, the Company issued Hercules a warrant, dated November 23, 2016 (the “Hercules Warrant”), to purchase up to 460,123 shares of Common Stock, at an initial exercise price of $4.89 , subject to adjustment as provided in the Hercules Warrant. The Hercules Warrant is initially exercisable for 306,748 shares of common stock of the Company, and may automatically become exercisable for additional shares of common stock on such dates (if any) based upon the funding amounts of Tranche II or Tranche III of the Term Loan that may be extended to the Borrowers. The Hercules Warrant will terminate, if not earlier exercised, on the earlier of November 23, 2023 and the closing of certain merger or other transactions in which the consideration is cash, stock of a publicly-traded acquirer or a combination thereof. In connection with the extinguishment of the Loan Agreement on December 21, 2017, a loss of $4.3 million on the extinguishment of debt was recorded representing the difference between the reacquisition price of debt and the net carrying amount of the loan as of December 21, 2017. Securities Purchase Agreement in Private Placement On December 11, 2017, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement” or “Note SPA”) with certain accredited investors (collectively, the “Purchasers”). Pursuant to the Securities Purchase Agreement, on December 21, 2017, the Company issued and sold to the Purchasers, in a private placement transaction (the “Private Placement”), (1) convertible promissory notes in an aggregate principal amount of $50,000,000 (the “Notes”), which will accrue simple interest at a rate equal to 5.0% per annum and mature upon the earlier to occur of (a) December 21, 2022, and (b) the date of the closing of a change in control (the “Maturity Date”), and (2) warrants (the “Warrants”) to purchase an aggregate of 12,121,210 shares of our common stock. At any time and from time to time before the Maturity Date, each Purchaser shall have the option to convert any portion of the outstanding principal amount of such Purchaser’s Note that is equal to or greater than the lesser of: (1) $4,000,000 , and (2) the then-outstanding principal amount of such Purchaser's Note into shares of Common Stock at a price per share of $2.26875 , subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. Accrued but unpaid interest on the Notes shall be paid in cash semi-annually in arrears on or prior to the 30th day of June and 31st day of December of each calendar year commencing with the year ending December 31, 2018. If a Purchaser elects to convert any of the principal amount of their Note, then all accrued but unpaid interest on such portion of the principal amount shall become due and payable in cash. The Notes contain restrictive covenants and event of default provisions that are customary for transactions of this type. Each Warrant has an exercise price of $2.61 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will become exercisable on June 20, 2018, has a term of five and a half years and is exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Warrants, in which case the Warrants shall also be exercisable on a cashless exercise basis. See Note 3 for discussion of the Company’s policies for accounting for debt with detachable warrants. In connection with the issuance of the Notes and Warrants, the Company recorded a debt discount of approximately $44.8 million based on an allocation of proceeds to the Warrants of approximately $12.7 million and a beneficial conversion feature of approximately $32.1 million , before issuance costs. The Company accounts for the debt at amortized cost and amortizes the debt discount to interest expense using the effective interest method over the expected term of the Notes. The fair value of the Notes was estimated using a valuation model with Level 2 inputs including the stock price volatility, risk-free interest rate, and debt yield. As of December 31, 2017, the estimated fair value of the Notes was approximately $89.5 million , compared to the carrying value of $5.2 million , as a result of unamortized debt discount. A substantial portion of the market value of the Company's debt in excess of the outstanding principal amount relates to the conversion premium on the Notes. Convertible debt and unamortized discount balances are as follows (in thousands): Principal amount $ 50,000 Debt discount - warrant (12,669 ) Debt discount - beneficial conversion feature (32,062 ) Capitalized debt issuance costs (84 ) Accretion of debt issuance costs and other — Accretion of debt discount 26 Balance at December 31, 2017 $ 5,211 Future minimum payments under the convertible notes agreement are as follows (in thousands): Year Ending December 31, 2018 $ 2,366 2019 2,500 2020 2,500 2021 2,500 2022 2,500 2023 50,134 Total future minimum payments 62,500 Unpaid interest (12,500 ) Unamortized debt discount (44,705 ) Unamortized capitalized debt issuance costs (84 ) Total minimum payment $ 5,211 Current portion — Long-term debt $ 5,211 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stockholders' Equity | Stockholders’ Equity 2009 Non-Employee Director Grants In September 2009, prior to the adoption of the 2009 Stock Incentive Plan (the “2009 Plan”), the Company’s board of directors approved the reservation and issuance of 8,000 nonstatutory stock options to the Company’s non-employee directors. The outstanding options vested on the one year anniversary of the vesting commencement date in October 2010, and are exercisable for up to 10 years from the grant date. No further shares may be granted under this plan and, as of December 31, 2017, 3,200 options with a weighted-average exercise price of $1.12 were outstanding. 2009 Stock Incentive Plan In October 2009, the Company’s stockholders approved the 2009 Stock Incentive Plan. In July 2017, the Company’s stockholders approved, among other items, the amendment and restatement of the 2009 Stock Incentive Plan (as amended and restated, the “Stock Plan”) to increase the number of shares of the Company’s common stock authorized to be issued pursuant to the Stock Plan to 11,260,000 . Such shares of the Company’s common stock are reserved for issuance to employees, non-employee directors and consultants of the Company. The Stock Plan provides for the grant of incentive stock options, non-incentive stock options, stock appreciation rights, restricted stock awards, unrestricted stock awards, restricted stock unit awards and performance awards to eligible recipients. Recipients of stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the Stock Plan is ten years. Employee option grants generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years. The vesting schedules for grants to non-employee directors and consultants will be determined by the Company’s Compensation Committee. Stock options are generally not exercisable prior to the applicable vesting date, unless otherwise accelerated under the terms of the applicable stock plan agreement. The following table summarizes stock option activity as of December 31, 2017, 2016 and 2015, and the changes for the years then ended (in thousands, except for share amounts): Options Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2014 2,231,800 $ 6.34 $ 8,323 Options Granted 1,378,600 $ 12.03 Options Canceled (376,072 ) $ 6.84 Options Exercised (276,712 ) $ 6.14 Outstanding at December 31, 2015 2,957,616 $ 8.95 $ 4,506 Options Granted 2,034,050 $ 6.34 Options Canceled (544,098 ) $ 8.77 Options Exercised (114,692 ) $ 4.71 Outstanding at December 31, 2016 4,332,876 $ 7.86 $ 427 Options Granted 3,200,100 $ 1.83 Options Canceled (1,189,576 ) $ 8.41 Options Exercised — $ — Outstanding at December 31, 2017 6,343,400 $ 4.74 $ 6,290 The aggregate intrinsic value of options exercised during the years ended December 31, 2017, 2016 and 2015 were $0 , $194 thousand and $2,411 thousand , respectively. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. The fair value of employee stock options was estimated at the grant date using the following assumptions: Years Ended December 31, 2017 2016 2015 Weighted-average grant date fair value $ 1.28 $ 5.86 $ 12.03 Dividend yield — — — Volatility 81 % 75 % 75 % Risk-free interest rate 1.92 % 1.49 % 1.67 % Expected life of options 6.1 years 6.1 years 6.1 years The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Due to the Company’s limited historical data, the estimated volatility incorporates the historical and implied volatility of comparable companies whose share prices are publicly available. The risk-free interest rate assumption was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. The total employee and director stock-based compensation recorded as operating expenses was $4,423 thousand , $4,354 thousand and $5,198 thousand for the years ended December 31, 2017, 2016 and 2015, respectively. The total unrecognized compensation cost related to unvested employee and director stock option grants as of December 31, 2017 was $7,717 thousand and the weighted average period over which these grants are expected to vest is 2.9 years . The Company records equity instruments issued to non-employees as expense at their fair value over the related service period as determined in accordance with the authoritative guidance and periodically revalues the equity instruments as they vest. Stock-based compensation expense related to non-employee consultants recorded as operating expenses was $228 thousand , $198 thousand , and $1,481 thousand for the years ended December 31, 2017, 2016 and 2015, respectively. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following at December 31, 2017: Common stock warrants outstanding under the underwriters agreement 182,600 Common stock warrants outstanding under the loan and security agreement 65,892 Common stock warrants outstanding under the Hercules securities agreement 306,748 Common stock warrants outstanding under the convertible notes 12,121,210 Common stock warrants outstanding under private placements 4,153,620 Common stock options outstanding under the Non-Employee Director Plan 3,200 Authorized for future grant or issuance under the 2009 Stock Incentive Plan 10,782,096 Issuable under BDL acquisition agreement 309,916 Issuable under Scilex acquisition agreement 1,381,346 Issuable under Virttu acquisition agreement 3,603,604 Issuable under assignment agreement based upon achievement of certain milestones 80,000 32,990,232 2017 Stock Option Plan In June 2017, the Company’s subsidiary, Scilex, adopted the Scilex 2017 Stock Option Plan, reserved 4.0 million shares of Scilex common stock and awarded 1.0 million options to certain Company personnel, directors and consultants under such plan. Stock options granted under this plan typically vest 1/4th of the shares on the first anniversary of the vesting commencement date and 1/48th of the remaining options vest each month thereafter. As of December 31, 2017, 0.8 million options were outstanding. 2015 Stock Option Plans In May 2015, the Company’s subsidiary, TNK, adopted the TNK 2015 Stock Option Plan and reserved 10.0 million shares of TNK class A common stock and awarded 3.6 million options to certain Company personnel, directors and consultants under such plan. In November 2015, TNK awarded 0.5 million options to certain Company personnel. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2017, 1.6 million shares were canceled. As of December 31, 2017, 1.4 million options were outstanding. In May 2015, TNK granted a warrant to the Company’s CEO to purchase 9.5 million shares of TNK class B common stock which have 10 to 1 voting rights. Warrant shares totaling 4.0 million are exercisable evenly over forty months and the remaining warrant shares are exercisable if certain defined events occur within four years from date of issuance at an initial exercise price of $0.01 per share. This warrant was canceled in its entirety effective August 29, 2017. In May 2015, the Company’s subsidiary, LA Cell, adopted the LA Cell 2015 Stock Option Plan and reserved 10.0 million shares of LA Cell class A common stock and awarded 2.9 million options to certain Company personnel, directors and consultants under such plan. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2017, 1.5 million shares were canceled. As of December 31, 2017, 0.6 million options were outstanding. In May 2015, LA Cell granted a warrant to the Company’s CEO to purchase 9.5 million shares of LA Cell class B common stock which have 10 to 1 voting rights. Warrant shares totaling 4.0 million are exercisable evenly over forty months and the remaining warrant shares are exercisable if certain defined events occur within four years from date of issuance at an initial exercise price of $0.01 per share. This warrant was canceled in its entirety effective August 29, 2017. In October 2015, the Company’s subsidiary, Concortis Biosystems, Corp., (“CBC”), adopted the CBC 2015 Stock Option Plan and reserved 10.0 million shares of CBC class A common stock and awarded 1.8 million options to certain Company personnel, directors and consultants under such plan. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2017, 1.6 million shares were canceled. As of December 31, 2017, 0.1 million options were outstanding. In October 2015, CBC granted a warrant to the Company’s CEO to purchase 9.5 million shares of CBC class B common stock which have 10 to 1 voting rights. Warrant shares totaling 4.0 million are exercisable evenly over forty months and the remaining warrant shares are exercisable if certain defined events occur within four years from date of issuance at an initial exercise price of $0.25 per share. This warrant was canceled in its entirety effective August 29, 2017. In October 2015, the Company’s subsidiary, Scintilla, adopted the Scintilla 2015 Stock Option Plan and reserved 10.0 million shares of Scintilla class A common stock and awarded 2.1 million options to certain Company personnel, directors and consultants under such plan. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2017, 0.8 million shares were canceled. As of December 31, 2017, 0.1 million options were outstanding. In October 2015, Scintilla granted a warrant to the Company’s CEO to purchase 9.5 million shares of Scintilla class B common stock which have 10 to 1 voting rights. Warrant shares totaling 4.0 million are exercisable evenly over forty months and the remaining warrant shares are exercisable if certain defined events occur within four years from date of issuance at an initial exercise price of $0.01 per share. This warrant was canceled in its entirety effective August 29, 2017. In October 2015, the Company’s subsidiary, Sorrento Biologics, Inc. (“Biologics”), adopted the Biologics 2015 Stock Option Plan and reserved 10.0 million shares of Biologics class A common stock and awarded 2.6 million options to certain Company personnel, directors and consultants under such plan. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2017, 1.3 million shares were canceled. As of December 31, 2017, 75 thousand options were outstanding. In October 2015, Biologics granted a warrant to the Company’s CEO to purchase 9.5 million shares of Biologics class B common stock which have 10 to 1 voting rights. Warrant shares totaling 4.0 million are exercisable evenly over forty months and the remaining warrant shares are exercisable if certain defined events occur within four years from date of issuance at an initial exercise price of $0.01 per share. This warrant was canceled in its entirety effective August 29, 2017. On August 29, 2017, the options and warrants were canceled in accordance with the terms of a settlement agreement and, as a result, unrecognized compensation expense of $281 thousand associated with these previously issued shares was accelerated and recognized upon cancellation. The total director stock-based compensation recorded as operating expenses by the Company for TNK, LA Cell, CBC, Scintilla and Biologics for the year ended December 31, 2017 and 2016 was $0 and $166 thousand , respectively. Total unrecognized stock-based compensation expense related to unvested director stock option and warrant grants for these entities as of December 31, 2017 was $0 , and the weighted-average period over which these grants are expected to vest is approximately 3.5 years. The Company records equity instruments issued to non-employees as expense at their fair value over the related service period as determined in accordance with the authoritative guidance and periodically revalues the equity instruments as they vest. Stock based compensation expense related to non-employee consultants recorded as operating expenses by the Company for TNK, LA Cell, CBC, Scintilla and Biologics for the year ended December 31, 2017 and 2016 was $156 thousand and $189 thousand , respectively. The weighted-average assumptions used in the Black-Scholes option and warrant pricing model used by TNK, LA Cell, CBC, Scintilla and Biologics to determine the fair value of stock option grants for directors and non-employee consultants were as follows: expected dividend yield – 0% , risk-free interest rate – 1.39% to 2.24% , expected volatility – 76% to 77% , and expected term of 4.0 to 6.1 years. 2014 Stock Option Plan In May 2014, the Company’s subsidiary, Ark Animal Health, Inc. (“Ark”), adopted the Ark 2014 Stock Option Plan and reserved and awarded 600,000 options to certain directors and consultants under such plan. Stock options granted under such plan typically vest a portion immediately upon grant and the remaining options over one year from the grant date and will have a contractual term of ten years. Effective August 29, 2017, options to purchase an aggregate of 135,000 shares were canceled. As of December 31, 2017, 88,000 options were outstanding. The total director and consultant stock-based compensation recorded as operating expenses by the Company for Ark for the years ended December 31, 2017 and 2016 was $0 and $0 , respectively. No unrecognized stock-based compensation expense remains related to stock option grants as of December 31, 2017. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | Derivative Liability On October 13, 2015, the Company wrote a call option to Cambridge, on up to 2.0 million shares of NantKwest common stock held by the Company (the “Option Agreement”). As of December 31, 2015, the Company held approximately 5.6 million shares of common stock of NantKwest, par value $0.0001 per share, which was classified as available-for-sale and reported in its consolidated financial statements as marketable securities. The Option Agreement gave Cambridge the right to purchase up to 2.0 million shares at a price of $15.295 per share from time to time in the first quarter of 2016. There was no contractual option premium associated with this Option Agreement. The Option Agreement was a derivative as defined in ASC Topic 815 and was recognized at fair value every reporting period the Option Agreement is in effect, with changes in fair value recognized in current operations. For the year ended December 31, 2015, the Company recorded a loss of $3.4 million on the derivative liability. As of December 31, 2015, a derivative liability of $5.5 million was recorded on the Company’s consolidated balance sheets . The fair value of the Company’s derivative liability at December 31, 2015 was a Level 3 measurement. The call option expired unexercised on March 31, 2016 and the Company recorded a gain of $5.5 million upon the cancellation of the derivative liability. As of December 31, 2017, no derivative liability was recorded on the Company’s consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation In the normal course of business, the Company may be named as a defendant in one or more lawsuits. The Company is not a party to any outstanding material litigation and management is currently not aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations. Derivative Action Litigation On September 8, 2016, Yvonne Williams filed an action both derivatively and on behalf of a purported class of stockholders in the Court of Chancery of the State of Delaware (the "Court") against each of the members of the Henry Ji, William S. Marth, Kim D. Janda, Jaisim Shah, David H. Deming, and Douglas Ebersole (the “Prior Board”); George Ng, the Company’s Executive Vice President, Chief Administrative Officer, and Chief Legal Officer; Jeffrey Su, the Company’s Executive Vice President & Chief Operating Officer; and the Company as nominal defendant, alleging: (1) breach of fiduciary duty with respect to the formation of, and certain options and warrants issued by, certain of the Company’s subsidiaries to Dr. Ji and members of the Prior Board; (2) breach of fiduciary duty with respect to the Company’s prior announcement that it had entered into a voting agreement with Yuhan Corporation in connection with a transaction through which it purchased $10 million of shares of our common stock and warrants (the “Williams Action”). On November 14, 2016, the Company filed motions to dismiss or in the alternative stay the Williams Action. George Ng and Jeffrey Su were dismissed as defendants by plaintiff during the briefing on the motions. The Court denied the motions on June 28, 2017. On October 25, 2017, Yvonne Williams filed a Supplemental and Amended Class Action and Derivative Complaint which re-added George Ng as a defendant, added Eragon Ventures, LLC as a defendant, and added certain claims challenging transactions whereby Eragon Ventures, LLC agreed to purchase certain stock in the Company’s subsidiary, LA Cell, Inc. Following a mediation held on November 16, 2017, the parties agreed that day to a term sheet reflecting a settlement of the Williams Action, which agreement was memorialized in a Stipulation and Agreement of Settlement executed on December 22, 2017 and filed with the Court. The settlement and plaintiff’s counsel’s request for an award of attorneys’ fees in the amount of $5 million have been submitted to the Court for approval. The Court has set a hearing on the request for approval of the settlement for April 3, 2018 and the Company has caused notice to be provided concerning the settlement and settlement hearing. Objections to the settlement or the requested award of attorneys’ fees were due no later than March 5, 2018. The Company has objected to the amount of fees being requested by plaintiff’s counsel and has suggested that a fee award of $850,000 would be appropriate. As a result, the Company recorded its best estimate of the potential liability associated with the legal proceeding which the Company expects to be covered by insurance. If the Court approves the settlement, this case will be dismissed with prejudice. The settlement consists of non-monetary consideration, such as the cancellation of certain subsidiary shares of stock that were obtained by defendants pursuant to options previously exercised by defendants. Accordingly, the Company does not anticipate any monetary loss with respect to the Williams Action other than for potential payment of the amount of fees and costs that may be awarded to plaintiff’s counsel by the Court. With respect to such fees as may be awarded, the Company believes that all such amounts should be covered by the Company’s director and officer insurance policies. Immunomedics Litigation On June 26, 2015, Immunomedics, Inc. (“Immunomedics”) filed a complaint in the United States District Court for the District of New Jersey (the “Immunomedics Action”) against the Board of Directors of Roger Williams Medical Center, Dr. Richard P. Junghans, Dr. Steven C. Katz, the Office of the Board of Advisors of Tufts University School of Medicine, and one or more individuals or entities to be identified later. This complaint (the "Initial Complaint") alleged, among other things: (1) breach of contract; (2) breach of covenant of good faith and fair dealing; (3) tortious interference with prospective economic gain; (4) tortious interference with contracts; (5) misappropriation; (6) conversion; (7) bailment; (8) negligence; (9) vicarious liability; and (10) patent infringement. Overall, the allegations in the Initial Complaint were generally directed to an alleged material transfer agreement dated December 2008 and Immunomedics’ alleged request for the return of certain alleged research material, as well as the alleged improper use and conversion of such research materials outside the scope of the material transfer agreement. On October 22, 2015, Immunomedics filed an amended complaint (the “First Amended Complaint”), which, among other things, no longer named the Board of Directors of Roger Williams Medical Center and The Office of the Board of Advisors of Tufts University School of Medicine as defendants. Roger Williams Medical Center and Tufts Medical Center were added as new defendants. On January 14, 2016, Immunomedics filed a second amended complaint (the "Second Amended Complaint"), which, among other things, no longer named Tufts Medical Center as a defendant. In addition, the Second Amended Complaint contained allegations directed to two additional alleged material transfer agreements dated September 1993 and May 2010, respectively, and also added an allegation of unjust enrichment. The Second Amended Complaint also no longer asserted claims for (1) breach of covenant of good faith and fair dealing; (2) misappropriation; (3) bailment; (4) negligence; and (5) vicarious liability. On October 12, 2016, Immunomedics filed a third amended complaint (the “Third Amended Complaint”), which added the Company, TNK, BDL and CARgenix as defendants. TNK is a subsidiary of the Company and purchased BDL and CARgenix in August 2015. The Third Amended Complaint includes, among other things, allegations against the Company, TNK, BDL and CARgenix regarding (1) conversion; (2) tortious interference; and (3) unjust enrichment. On December 2, 2016, the Company, TNK, BDL, and CARgenix filed a motion to dismiss Immunomedics’s complaint against them for lack of personal jurisdiction. On January 25, 2017, the District of New Jersey granted this motion, and the Company, TNK, BDL and CARgenix were dismissed as defendants from the case. Although dismissed from the case, under various agreements, TNK has certain indemnification obligations to Roger Williams Medical Center, Dr. Richard P. Junghans and Dr. Steven C. Katz that may be implicated by the case. In addition, the possibility exists that Immunomedics could attempt to file suit against the Company and/or TNK in a different jurisdiction. The Immunomedics Action remains pending in the District of New Jersey against defendants Roger Williams Medical Center, Dr. Junghans, and Dr. Katz. A trial date has not yet been set. The Company believes that the Immunomedics Action is without merit, and will vigorously defend itself against this and any further actions. However, should Immunomedics prevail against the Company, Roger Williams Medical Center or other defendants, certain patent rights optioned, owned and/or licensed by the Company could be at risk of invalidity or enforceability, or the litigation could otherwise adversely impact the Company’s ownership or other rights in certain intellectual property. At this point in time, the Company is unable to determine whether any loss will occur with respect to the Immunomedics Action or to estimate the range of such potential loss; therefore, no amount of loss has been accrued by the Company as of the date of filing of this Annual Report on Form 10-K. Operating Leases The Company currently leases in San Diego, California approximately 43,000 square feet of corporate office and laboratory space, approximately 6,350 square feet of laboratory and office space at a second location and approximately 1,405 square feet of office space at a third location. The Company’s lease agreements in San Diego, as amended, for its corporate office and laboratory space, its second laboratory and office space and its third office space, expire in December 2026 , November 2025 and September 2020 , respectively. The Company leases an additional 1,405 square feet of office space in California and an additional 2,734 square feet in Pennsylvania. The Company also leases 25,381 square feet of office and laboratory space in Suzhou, China, which lease expires in June 30, 2019 . The Company leases 2,312 square feet of office, laboratory, and storage space in Scotland, which lease expires in March 2021. Additionally, the Company entered into a new lease in San Diego, California for approximately 76,700 square feet of additional corporate office and laboratory space as well as approximately 36,400 square feet for offices, facilities for cGMP fill and finish and storage space. The lease began in February of 2017 and expires in December 2020. For all leased properties the Company has provided a total security deposit of $1,482 thousand to secure its obligations under the various leases, which has been included in prepaid and other assets. Minimum future non-cancelable annual operating lease obligations are as follows for the years ending December 31 (in thousands): 2018 $ 5,304 2019 5,287 2020 5,315 2021 4,949 2022 5,004 Thereafter 15,399 $ 41,258 Rental expense paid for the years ended December 31, 2017, 2016 and 2015 under the above leases totaled $3,237 thousand , $2,054 thousand and $1,630 thousand , respectively. 1 Although dismissed from the case, under various agreements, TNK has certain indemnification obligations to Roger Williams Medical Center, Dr. Richard P. Junghans and Dr. Steven C. Katz that may be implicated by the case. In addition, the possibility exists that Immunomedics could attempt to file suit against the Company and/or TNK in a different jurisdiction. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the provision expense (benefit) were as follows for the years ended December 31, 2017, 2016 and 2015 (in thousands): 2017 2016 2015 Current: Federal $ (366 ) $ (1,785 ) $ 2,500 State 14 (600 ) 621 Foreign 30 — — (322 ) (2,385 ) 3,121 Deferred: Federal (33,178 ) 3,554 32,378 State (2,538 ) (2,065 ) 815 $ (35,716 ) $ 1,489 $ 33,193 Totals $ (36,038 ) $ (896 ) $ 36,314 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company’s net deferred tax liabilities and related valuation allowance are as follows as of December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred tax assets: Amortization of intangibles $ 21,862 $ 32,032 Deferred revenue 34,754 44,754 Tax credit carryforwards 10,160 5,693 Net operating loss carryforwards 21,172 6,237 Stock based compensation 1,743 3,898 Accrued expenses and other 1,877 1,558 Total deferred tax assets 91,568 94,172 Less valuation allowance (43,405 ) (81,039 ) Total deferred tax assets 48,163 13,133 Deferred tax liabilities: Amortization of intangibles (15,225 ) (25,433 ) Depreciation (757 ) (1,530 ) Investment in common stock (47,716 ) (39,408 ) Total deferred tax liabilities (63,698 ) (66,371 ) Net deferred tax assets / liabilities $ (15,535 ) $ (53,238 ) The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31 (in thousands): 2017 2016 Income tax expense (benefit) at federal statutory rate $ (8,725 ) $ (23,357 ) State, net of federal tax benefit (834 ) (1,522 ) Other permanent differences 1,290 2,882 Incentive stock compensation 1,025 767 Transaction costs 408 — Other 715 120 Return to provision adjustment (42 ) (16 ) Acquired in-process research and development 71 (2,360 ) Change in Federal rate 10,006 — Change in State rate 810 (172 ) Research tax credits (4,051 ) (2,318 ) Uncertain tax positions 1,027 (1,836 ) Prior year true-ups and carrybacks (1,095 ) 4,133 Stock compensation true-up 1,788 — Change in valuation allowance (38,431 ) 22,783 Income tax provision $ (36,038 ) $ (896 ) The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that the deferred tax assets will not be realized. Due to such uncertainties surrounding the realization of the domestic deferred tax assets, the Company maintains a valuation allowance of $43.4 million against its deferred tax assets as of December 31, 2017. Realization of the deferred tax assets will be primarily dependent upon the Company's ability to generate sufficient taxable income prior to the expiration of its net operating losses. As of December 31, 2017, the Company had net operating loss carryforward of approximately $72.5 million and $55.9 million for federal and state income tax purposes, respectively. These may be used to offset future taxable income and will begin to expire in varying amounts in 2034 for federal income tax purposes and 2029 to 2037 for state income tax purposes. The Company also has research and development and orphan drug credits of approximately $8.9 million and $4.3 million for federal and state income taxes purposes, respectively. The federal credits may be used to offset future tax and will begin to expire in varying amounts in 2029 to 2037 . The state credits may be used to offset future tax, such credits carryforward indefinitely. Internal Revenue Code Section 382 rules apply to limit a corporation's ability to utilize existing net operating loss and tax credit carryforwards once the corporation experiences an ownership change as defined in Section 382. The Company has undergone an ownership change in a prior year. For the year ended December 31, 2017, there was no impact of such limitations on the income tax provision. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operations or financial position of the Company. The Company is subject to taxation in the U.S. and California jurisdictions and potentially, foreign jurisdictions outside the U.S., in conjunction with its transactions and activities. Currently, years ending December 31, 2015 and 2016 are under examination by a state tax authority. The Company’s tax years starting in December 31, 2007 through December 31, 2017 are open and subject to examination by the U.S. and state taxing authorities due to the carryforward of utilized net operating losses and research and development credits. The Company adopted the provisions of ASC Topic 740 regarding uncertain tax positions on January 1, 2009. Under ASC Topic 740, the impact of an uncertain income tax position taken on a tax return must be recognized at the largest amount that is cumulatively “more likely than not” to be sustained upon audit by relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. A reconciliation of the beginning and ending amount of unrecognized tax expense (benefits) is as follows (in thousands): Amount Unrecognized tax benefits balance at December 31, 2016 $ 2,389 Increase related to current year tax positions 1,436 Increase related to prior year tax positions 58 Settlements — Lapse in statute of limitations — Unrecognized tax benefits balance at December 31, 2017 $ 3,883 Included in the balance of unrecognized tax benefits at December 31, 2017, are $90 thousand that, if recognized, would affect the effective tax rate. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. No interest has been recognized as of and for the period ended December 31, 2017. The Company believes that no material amount of the liabilities for uncertain tax positions will expire within 12 months of December 31, 2017. U.S. Tax Reform The Tax Cut and Jobs Act (“Tax Act”) was enacted on December 22, 2017. The Tax Act reduces the U.S. federal corporate tax rate from 35% to 21%, as well as making several other significant changes to the tax law, effective January 1, 2018. Pursuant to the Securities and Exchange Commission Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), given the amount and complexity of the changes in tax law resulting from the Tax Act, the Company has not finalized the accounting for the income tax effects of the Tax Act. This includes the provisional amounts recorded related to the re-measurement of the deferred taxes and the change to our valuation allowance. The impact of the Tax Act may differ from this estimate, during the one-year measurement period due to, among other things, further refinement of the Company's calculation, changes in interpretations and assumptions the Company has made, guidance that may be issued and actions the Company may take as a result of the Tax Act. The Company's accounting for the following elements of the Tax Act is incomplete. However, the Company was able to make reasonable estimates of certain effects and therefore, has recorded provisional amounts as follows: Revaluation of Deferred Tax Assets and Liabilities We have remeasured our deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21% plus state and local tax. The Company recorded a provisional decrease related to our deferred tax assets and liabilities of $10.0 million as a result of the tax rate decrease, with a corresponding adjustment to tax expense for the year ended December 31, 2017. Valuation Allowances The Company must assess whether its valuation allowance analyses for deferred tax assets are affected by various aspects of the Tax Act (e.g., deemed repatriation of deferred foreign income, future GILTI inclusions, new categories of foreign tax credits). Since, as discussed herein, the Company has recorded provisional amounts related to certain portions of the Tax Act, any corresponding determination of the need for or change in a valuation allowance is also provisional. The Company's decrease in its valuation allowance by $38.4 million was substantially attributable to the Tax Act and its effects on our deferred tax assets. |
Related Party Agreements and Ot
Related Party Agreements and Other | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Agreements and Other | Related Party Agreements and Other During the year ended December 31, 2015, the Company entered into a joint venture called Immunotherapy NANTibody, LLC, with NantCell, a subsidiary of NantWorks. In July 2015, the Company contributed its portion of the initial joint funding of $40.0 million to the NANTibody joint venture. The Company and NantCell have also entered into a license agreement pursuant to which the Company received a $10.0 million upfront license payment and $100.0 million of vested NantCell common stock. During the year ended December 31, 2015, the Company entered into a joint venture called NantCancerStemCell, LLC, with NantBioScience, a wholly-owned subsidiary of NantWorks. In connection with negotiated changes to the structure of NantStem the Company issued a call option on shares of NantKwest that it owned to Cambridge, a related party to the Company and to NantBioScience. In April 2015, the Company purchased 1.0 million shares of NantBioScience common stock for $10.0 million . In March 2016, the Company and Yuhan entered into an agreement to form a joint venture company called ImmuneOncia Therapeutics, LLC, to develop and commercialize a number of immune checkpoint antibodies against undisclosed targets for both hematological malignancies and solid tumors. As of December 31, 2016, the carrying value of the Company’s investment in ImmuneOncia Therapeutics, LLC was approximately $9.5 million . During the three months ended June 30, 2016, Yuhan purchased $10.0 million of Common Stock and warrants. In June 2016, the Company and TNK entered into a joint venture agreement with 3SBio to develop and commercialize proprietary immunotherapies, including those developed from, including or using TNK’s CAR-T technology targeting CEA positive cancers. In June 2016, 3SBio purchased $10.0 million of Common Stock and warrants. In May 2015, the Company entered into a stock sale and purchase agreement with NantPharma, a private company owned by NantWorks pursuant to which the Company sold its equity interests in IgDraSol, its wholly-owned subsidiary and holder of the rights to Cynviloq for an upfront payment of $90.05 million and potential regulatory and sales milestones of up to $1.2 billion . On November 8, 2016, the Company entered into the Scilex Purchase Agreement, pursuant to which the Company acquired from the Scilex Stockholders approximately 72% of the outstanding capital stock of Scilex, which remains a stand-alone company. Dr. Henry Ji, the Company’s President and Chief Executive Officer and a member of the Company’s Board of Directors, and George K. Ng, the Company’s Vice President, Chief Administrative Officer and Chief Legal Officer, were stockholders of Scilex prior to the acquisition transaction. On August 15, 2017, the transactions contemplated by the Contribution Agreement closed. Dr. Henry Ji, the Company's Chairman of the Board, President and Chief Executive Officer, Jaisim Shah, a member of the Company’s Board of Directors and David Deming, a member of the Company’s Board of Directors, were previously appointed as members of the board of directors of Celularity. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Plan | 401(k) Plan The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company made matching contributions to the 401(k) plan totaling $658 thousand , $424 thousand and $237 thousand , for the years ended December 31, 2017, 2016 and 2015, respectively. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Quarterly Financial Data (Unaudited) The following table sets forth selected quarterly data for the years presented, in thousands, except per share data. Quarter Ended Quarter Ended Quarter Ended Quarter Ended Year Ended 2017 December 31, September 30, June 30, March 31, December 31, Revenues $ 20,407 $ 121,910 1 $ 4,665 $ 4,874 $ 151,856 Operating costs and expenses $ 55,205 $ 24,993 $ 18,123 $ 28,200 $ 126,521 Net income (loss) attributable to Sorrento $ 48,444 $ (2,061 ) $ (14,187 ) $ (23,064 ) $ 9,132 Net income (loss) per share - basic $ 0.60 $ (0.03 ) $ (0.20 ) $ (0.45 ) $ 0.13 Net income (loss) per share - diluted $ 0.58 $ (0.03 ) $ (0.20 ) $ (0.45 ) $ 0.13 Weighted-average shares - basic 80,486 76,887 70,302 50,886 69,742 Weighted-average shares - diluted 82,996 76,888 70,302 50,886 70,381 Quarter Ended Quarter Ended Quarter Ended Quarter Ended Year Ended 2016 December 31, September 30, June 30, March 31, December 31, Revenues $ 4,019 $ 2,243 $ 902 $ 988 $ 8,152 Operating costs and expenses $ 21,823 $ 14,491 $ 45,613 $ 23,002 $ 104,929 Net income (loss) attributable to Sorrento $ (17,859 ) $ 15,891 $ (43,305 ) $ (15,650 ) $ (60,923 ) Net income (loss) per share - basic and diluted $ (0.30 ) $ 0.24 $ (0.93 ) $ (0.41 ) $ (1.21 ) Weighted-average shares - basic 58,634 66,193 46,498 37,965 50,360 Weighted-average shares - diluted 58,634 66,527 46,498 37,965 50,360 1 Quarter-over-quarter increase primarily due to revenue recognized from the intangibles transferred to Celularity as a result of closing the Contribution Agreement in 2017. The quarters ended March 31, 2016, June 30, 2016, and September 30, 2016 have been restated to correct the effects of an immaterial error in the interim periods related to the re-measurement of acquisition consideration payable. As a result of the restatement, an adjustment of $2.7 million to gain on contingent liabilities has been reflected in operating costs and expenses in the above table for the three months ended March 31, 2016. As a result of the adjustment, operating costs and expenses decreased from $25.7 million to $23.0 million , net loss decreased from $18.4 million to $15.7 million , and net loss per share decreased from ($0.48) to ($0.41) for the quarter ended March 31, 2016. The adjustment includes the effects of a $991 thousand adjustment related to the prior year as discussed in footnote 3. As a result of the restatement, an adjustment of $1.7 million to gain on contingent liabilities and $0.1 million of research and development expenses have been reflected in operating costs and expenses in the above table for the three months ended June 30, 2016. As a result of the adjustment, operating costs and expenses decreased from $47.3 million to $45.6 million , Net loss decreased from $44.9 million to $43.3 million , and net loss per share decreased from ($0.97) to ($0.93) for the quarter ended June 30, 2016. The financial results for the six months ended June 30, 2016 reflect the impact of the adjustment, which resulted in a decrease in operating costs and expenses from $73.0 million to $68.6 million , a decrease in net loss attributable to the Company from $63.3 million to $59.0 million , and a decrease in net loss per share from ( $1.50 ) to ( $1.40 ) for the six months ended June 30, 2016. As a result of the restatement, an adjustment of $1.7 million of a gain on contingent liabilities and $0.2 million of research and development expenses have been reflected in operating costs and expenses in the above table for the three months ended September 30, 2016. As a result of the adjustment, operating costs and expenses decreased from $16.0 million to $14.5 million , Net income increased from $14.4 million to $15.9 million , and net loss per share increased from $0.22 to $0.24 for the quarter ended September 30, 2016. The financial results for the nine months ended September 30, 2016 reflect the impact of the adjustment, which resulted in a decrease in operating costs and expenses from $89.0 million to $83.1 million , a decrease in net loss attributable to the Company from $48.9 million to $43.1 million , and a decrease in net loss per share from $( 1.03 ) to ( $0.91 ) for the nine months ended September 30, 2016. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share For the years ended December 31, 2017, 2016, and 2015, basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is calculated to give effect to all dilutive securities, using the treasury stock method. The following table sets forth the reconciliation of basic and diluted earnings per share for the years ended December 31, 2017, 2016 and 2015 (in thousands): Years Ended December 31, 2017 2016 2015 Net Income (Loss) 9,132 (60,923 ) (45,811 ) Net Income Adjusted for Tax-Effected Interest on Convertible Notes (71 ) — — Adjust Net Income 9,061 (60,923 ) (45,811 ) Denomiator for Basic Earnings Per Share 69,742 50,360 36,909 Effect of Dilutive Securities: Stock Options 8 — — Convertible Notes 604 — — Convertible Notes - Warrants 27 — — Denominator for Diluted Earnings per Share – Adjusted for Dilutive Securities 70,381 50,360 36,909 Dilutive Earnings Per Share $ 0.13 $ (1.21 ) $ (1.24 ) The potentially dilutive stock options that would have been excluded because the effect would have been antidilutive for years ended December 31, 2017, 2016, and 2015 were 6.3 million , 4.3 million , and 3.0 million , respectively. The potentially dilutive warrants that would have been excluded because the effect would have been antidilutive for years ended December 31, 2017, 2016, and 2015 were 4.7 million , 7.7 million , and 2.0 million , respectively. Basic and diluted per share amounts are computed independently in the consolidated statements of income. Therefore, the sum of per share components may not equal the per share amounts presented. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Regulatory Approval for ZTlido™ (lidocaine topical system 1.8%) On February 28, 2018, the FDA approved ZTlido™ (lidocaine topical system) 1.8% for the relief of pain associated with post-herpetic neuralgia. Scilex is currently in preparations for a commercial launch of ZTlido™ (lidocaine topical system) 1.8% and exploring potential partnerships for the product. As a result of the FDA approval, pursuant to the Stock Purchase Agreement, dated November 8, 2016, among the Company and a majority of the stockholders of Scilex (the “Scilex Stockholders”), the Company became obligated to deliver to certain of the Scilex Stockholders cash and shares of Common Stock with a total value of approximately $38.2 million . In satisfaction of this obligation, the Company issued 1,381,346 shares of Common Stock to the Scilex Stockholders and paid the Scilex Stockholders an aggregate of $24.5 million in cash. The Company obtained a short-term loan from an unaffiliated third party to satisfy a portion of the cash payment to the Scilex Stockholders and repaid the loan obligation in full by March 16, 2018 by utilizing proceeds of equity issuances from the ATM Facility. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at Beginning of Period Reserves Acquired Additions Deductions Balance at End of Period Fiscal Year 2017: Income tax valuation allowance 81,039 797 — (38,431 ) 43,405 $ 81,039 $ 797 $ — $ (38,431 ) $ 43,405 Fiscal Year 2016: Income tax valuation allowance 39,605 — 41,434 — 81,039 $ 39,605 $ — $ 41,434 $ — $ 81,039 Fiscal Year 2015: Income tax valuation allowance 25,350 — 14,255 — 39,605 $ 25,350 $ — $ 14,255 $ — $ 39,605 |
Significant Accounting Polici31
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Sorrento Therapeutics, Inc. (Nasdaq: SRNE), together with its subsidiaries (collectively, the “Company”) is a clinical stage biotechnology company focused on delivering clinically meaningful therapies to patients and their families, globally. The Company’s primary focus is to transform cancer into a treatable or chronically manageable disease. The Company also has programs assessing the use of its technologies and products in auto-immune, inflammatory, neurodegenerative, infectious diseases and pain indications with high unmet medical needs. At its core, the Company is an antibody-centric company and leverages its proprietary G-MAB™ library to identify, screen and validate fully human antibodies against high impact oncogenic targets and mutations, immune modulators and intracellular targets. To date, the Company has screened over 100 validated targets and generated a number of fully human antibodies against these targets which are at various stages of preclinical development. These include PD-1, PD-L1, CD38, CD123, CD47, c-MET, VEGFR2, CCR2, OX40, TIGIT and CD137 among others. The Company’s vision is to leverage these antibodies in conjunction with proprietary targeted delivery modalities to generate the next generation of cancer therapeutics. These modalities include proprietary antibody drug conjugates (“ADCs”), bispecific approaches, as well as T-Cell Receptor (“TCR”)-like antibodies. With LA Cell, Inc. (“LA Cell”), the Company’s joint venture with City of Hope, the Company’s objective is to become the global leader in the development of antibodies against intracellular targets such as STAT3, mutant KRAS, MYC, p53 and TAU. Additionally, the Company has acquired and is assessing the regulatory and strategic path forward for its portfolio of late stage biosimilar/biobetter antibodies based on Erbitux ® , Remicade ® , Xolair ® , and Simulect ® as these may represent nearer term commercial opportunities. With each of its programs, the Company aims to tailor its therapies to treat specific stages in the evolution of cancer, from elimination, to equilibrium and escape. In addition, the Company’s objective is to focus on tumors that are resistant to current treatments and where the Company can design focused trials based on a genetic signature or biomarker to ensure patients have the best chance of a durable and significant response. The Company has several immuno-oncology programs that are in or near to entering the clinic. These include cellular therapies, an oncolytic virus and a palliative care program targeted to treat intractable cancer pain. Finally, as part of its global aim to provide a wide range of therapeutic products to meet underserved therapeutic markets, the Company has made investments and developed a separate pain focused franchise which the Company believes will serve to provide short term upside to its core thesis. Through December 31, 2017, the Company had devoted substantially all of its efforts to product development, raising capital and building infrastructure, and had not realized revenues from its planned principal operations. The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. All intercompany balances and transactions have been eliminated in consolidation. |
Liquidity and Going Concern | The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has working capital deficiencies as of December 31, 2017 and has incurred substantial net losses for the years ended December 31, 2017, 2016, and 2015 and anticipates that it will continue to do so for the foreseeable future as it continues to identify and invest in advancing product candidates, as well as expanding corporate infrastructure. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2017, the Company had $50 million of long term debt associated with the Securities Purchase Agreement, dated December 21, 2017, among the Company and certain accredited investors in a private placement (the “Securities Purchase Agreement” or “Note SPA”). Pursuant to the Securities Purchase Agreement, the Company issued and sold to the Purchasers, in a private placement transaction (the “Private Placement”), (1) convertible promissory notes in an aggregate principal amount of $50,000,000 (the “Notes”), which will accrue simple interest at a rate equal to 5.0% per annum and mature upon the earlier to occur of (a) December 21, 2022, and (b) the date of the closing of a change in control of the Company (the “Maturity Date”), and (2) warrants (the “Warrants”) to purchase an aggregate of 12,121,210 shares of the common stock of the Company, par value $0.0001 per share (“Common Stock”). The Company has plans in place to obtain sufficient additional fundraising to fulfill its operating and capital requirements for the next 12 months. The Company’s plans include continuing to fund its operating losses and capital funding needs through public or private equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or other arrangements. Although management believes such plans, if executed as planned, should provide the Company sufficient financing to meet its needs, successful completion of such plans is dependent on factors outside of the Company’s control. As such, management cannot conclude that such plans will be effectively implemented within one year after the date that the financial statements are issued. Each of the Notes provide that, upon the occurrence of an event of default, the Purchasers thereof may, by written notice to the Company, declare all of the outstanding principal and interest under such Note immediately due and payable. For purposes of the Notes, an event of default includes, among other things, one or more events that have, or could reasonably be expected to have, a material adverse effect on (i) the Company’s ability to comply with its obligations under the Securities Purchase Agreement, the Notes or the Warrants or the registration rights agreement entered into with the Purchasers in connection with the Private Placement, or (ii) the rights of the Purchasers under the Notes. The Company believes that it is not probable that the material adverse event clause under the Notes will be exercised. If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable, the Company may have to significantly delay, scale back or discontinue the development or commercialization of one or more of its product candidates. The Company may also seek collaborators for one or more of its current or future product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available. The consolidated financial statements do not reflect any adjustments that might be necessary if the Company is unable to continue as a going concern. Universal Shelf Registration In November 2014, the Company filed a universal shelf registration statement on Form S-3 (the “2014 Shelf Registration Statement”) with the SEC, which was declared effective by the SEC in December 2014. This 2014 Shelf Registration Statement provided the Company with the ability to offer up to $250 million of securities, including equity and other securities as described in the registration statement. Included in the 2014 shelf registration is a sales agreement prospectus covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $50.0 million of the Company’s common stock that may be issued and sold under a sales agreement with MLV & Co. LLC (the “2014 ATM Facility”). During the twelve months ended December 31, 2017 and 2016, the Company sold approximately $13.9 million and $3.6 million in shares of common stock under the 2014 ATM Facility, respectively. In April 2017, the Company completed a public offering of $47.5 million of shares of common stock pursuant to the 2014 Shelf Registration Statement for net proceeds of approximately $43.1 million . In November 2017, the Company filed a universal shelf registration statement on Form S-3 (the “2017 Shelf Registration Statement”) with the SEC, which was declared effective by the SEC in December 2017. The 2014 Shelf Registration Statement expired on December 6, 2017 when the 2017 Shelf Registration was declared effective. This 2017 Shelf Registration Statement provides the Company with the ability to offer up to $350 million of securities, including equity and other securities as described in the registration statement. Included in the 2017 Shelf Registration Statement is a sales agreement prospectus covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $100.0 million of the Company’s common stock that may be issued and sold under a sales agreement with B. Riley FBR, Inc. (the “ATM Facility”). During the twelve months ended December 31, 2017, the Company sold approximately $0.9 million in shares of common stock under the ATM Facility. The Company can offer up to $99.1 million of additional shares of common stock under the ATM Facility, subject to certain limitations. Pursuant to the 2017 Shelf Registration Statement, the Company may offer such securities from time to time and through one or more methods of distribution, subject to market conditions and the Company’s capital needs. Specific terms and prices will be determined at the time of each offering under a separate prospectus supplement, which will be filed with the SEC at the time of any offering. However, the Company cannot be sure that such additional funds will be available on reasonable terms, or at all. 2016 Private Investment in Public Entity Financing On April 3, 2016, the Company entered into a Securities Purchase Agreement (the “ABG Purchase Agreement”) with ABG SRNE Limited and Ally Bridge LB Healthcare Master Fund Limited (collectively, “Ally Bridge”), pursuant to which, among other things, the Company agreed to issue and sell to Ally Bridge and other purchasers that may be designated by Ally Bridge (collectively, the “ABG Purchasers”), in a private placement transaction (the “ABG Private Placement”), up to $50.0 million in shares of the Common Stock and warrants to purchase shares of Common Stock. Upon the closing of the ABG Private Placement, the Company issued to the ABG Purchasers (1) an aggregate of 9,009,005 shares (the “ABG Shares”) of Common Stock, and (2) warrants to purchase an aggregate of 2,702,700 shares of Common Stock (each, an “ABG Warrant”). Each ABG Warrant had an exercise price of $8.50 per share, was immediately exercisable upon issuance, had a term of three years and was exercisable on a cash or cashless exercise basis. Under the terms of the ABG Purchase Agreement, the Company was obligated to prepare and file with the SEC, within 30 days of the closing date of the ABG Private Placement, a registration statement to register for resale the ABG Shares and the shares of Common Stock issuable upon exercise of each ABG Warrant (the “ABG Warrant Shares”), and may be required to effect certain registrations to register for resale the ABG Shares and the ABG Warrant Shares in connection with certain “piggy-back” registration rights granted to the ABG Purchasers. On April 3, 2016, the Company also entered into a Securities Purchase Agreement (collectively, the “Additional Purchase Agreements”) with each of Beijing Shijilongxin Investment Co., Ltd. ( “Beijing Shijilongxin”), FREJOY Investment Management Co., Ltd. (“Frejoy”) and Yuhan Corporation (“Yuhan”), pursuant to which, among other things, the Company agreed to issue and sell, in separate private placement transactions: (1) to Beijing Shijilongxin, 8,108,108 shares of Common Stock, and a warrant to purchase 1,176,471 shares of Common Stock, for an aggregate purchase price of $45.0 million ; (2) to Frejoy, 8,108,108 shares of Common Stock, and a warrant to purchase 1,176,471 shares of Common Stock, for an aggregate purchase price of $45.0 million ; and (3) to Yuhan, 1,801,802 shares of Common Stock, and a warrant to purchase 235,294 shares of Common Stock, for an aggregate purchase price of $10.0 million . The warrants to be issued pursuant to each of the Additional Purchase Agreements (collectively, the “Additional Warrants” and, together with each ABG Warrant, the “Warrants”) had an exercise price of $8.50 per share, were immediately exercisable upon issuance, had a term of three years and were exercisable on a cash or cashless exercise basis. Under the terms of the Additional Purchase Agreements, each of Beijing Shijilongxin, Frejoy and Yuhan had the right to demand, at any time beginning six months after the closing of the transactions contemplated by the applicable Additional Purchase Agreement, that the Company prepare and file with the SEC a registration statement to register for resale such investor’s shares of Common Stock purchased pursuant to the applicable Additional Purchase Agreement and the shares of Common Stock issuable upon exercise of such investor’s Additional Warrant. In addition, the Company may be required to effect certain registrations to register for resale such shares in connection with certain “piggy-back” registration rights granted to Beijing Shijilongxin, Frejoy and Yuhan. On May 2, 2016, the Company closed its private placement of common stock and warrants with Yuhan for gross proceeds of $10.0 million . Yuhan purchased 1,801,802 shares of common stock at $5.55 per share and a warrant to purchase 235,294 shares of common stock. The warrant was exercisable for three years at an exercise price of $8.50 per share. Between May 31, 2016 and June 7, 2016, the Company closed on the remainder of the $150.0 million financing with the ABG Purchasers, Beijing Shijilongxin, and Frejoy. The ABG Purchasers led the financing and, together with Beijing Shijilongxin and Frejoy, collectively purchased 25,225,221 shares of common stock at $5.55 per share, and warrants to purchase 5,055,642 shares of common stock for total cash consideration of $86.5 million and secured promissory notes (the “Notes”) in an aggregate principal amount of $53.5 million . On December 31, 2016, the Company entered into Warrant and Note Cancellation and Share Forfeiture Agreements (the “Cancellation and Forfeiture Agreements”) with certain investors (the “Investors”) that held an aggregate of 7,838,259 shares of Common Stock and certain of the Warrants granting the right to purchase an aggregate of 1,137,316 shares of Common Stock. Pursuant to the Cancellation and Forfeiture Agreements, effective December 31, 2016, the Warrants held by the Investors and the Notes, of which $43.5 million was then outstanding, were cancelled and the shares of Common Stock held by the Investors were forfeited and returned to the Company. 2017 Private Investment in Public Entity Financing On December 11, 2017, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement” or “Note SPA”) with certain accredited investors (collectively, the “Purchasers”). Pursuant to the Securities Purchase Agreement, on December 21, 2017, the Company issued and sold to the Purchasers, in a private placement transaction (the “Private Placement”), (1) convertible promissory notes in an aggregate principal amount of $50,000,000 (the “Notes”), which will accrue simple interest at a rate equal to 5.0% per annum and mature upon the earlier to occur of (a) December 21, 2022, and (b) the date of the closing of a change in control (the “Maturity Date”), and (2) warrants (the “Warrants”) to purchase an aggregate of 12,121,210 shares of our common stock. At any time and from time to time before the Maturity Date, each Purchaser shall have the option to convert any portion of the outstanding principal amount of such Purchaser’s Note that is equal to or greater than the lesser of: (1) $4,000,000 , and (2) the then-outstanding principal amount of such Purchaser's Note into shares of Common Stock at a price per share of $2.26875 , subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. Accrued but unpaid interest on the Notes shall be paid in cash semi-annually in arrears on or prior to the 30th day of June and 31st day of December of each calendar year commencing with the year ending December 31, 2018. If a Purchaser elects to convert any of the principal amount of their Note, then all accrued but unpaid interest on such portion of the principal amount shall become due and payable in cash. The Notes contain restrictive covenants and event of default provisions that are customary for transactions of this type. Each Warrant has an exercise price of $2.61 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will become exercisable on June 20, 2018, has a term of five and a half years and is exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Warrants, in which case the Warrants shall also be exercisable on a cashless exercise basis. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows accounting guidance on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value 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 hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: • Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. • Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. • Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The carrying amounts of cash equivalents and marketable securities approximate their fair value based upon quoted market prices. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis, but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash, accounts receivable and payable, and other financial instruments in current assets or current liabilities. |
Marketable Securities | Marketable Securities Marketable securities are designated either as trading or available-for-sale securities and are accounted for at fair value. Marketable securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Marketable securities that are readily available for use in current operations and are classified as short-term available-for-sale securities are reported as a component of current assets in the accompanying consolidated balance sheets. Marketable securities that are not trading securities and are not considered available for use in current operations are classified as long-term available-for-sale securities and are reported as a component of long-term assets in the accompanying consolidated balance sheets. Securities that are classified as trading are carried at fair value, with changes to fair value reported as a component of income. Securities that are classified as available-for-sale are carried at fair value, with temporary unrealized gains and losses reported as a component of stockholders' equity until their disposition. The cost of securities sold is based on the specific identification method. All of the Company’s marketable securities are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. For the year ended December 31, 2017, no other-than-temporary impairment charges were recorded for marketable securities. |
Grants and Accounts Receivable | Grants and Accounts Receivable Grants receivable at December 31, 2017 and 2016 represent amounts due under several federal contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a division of the National Institutes of Health (“NIH”) (collectively, the “NIH Grants”). The Company considers the grants receivable to be fully collectible; accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Accounts receivable at December 31, 2017 and 2016 consists of trade receivables from sales and services provided to certain customers, which are generally unsecured and due within 30 days. Estimated credit losses related to trade accounts receivable are recorded as general and administrative expenses and as an allowance for doubtful accounts within grants and accounts receivable, net. The Company reviews reserves and makes adjustments based on historical experience and known collectability issues and disputes. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. As of December 31, 2017 and 2016, the allowance for doubtful accounts was $20 thousand and $26 thousand , respectively. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years. Leasehold improvements are amortized over the lesser of the life of the lease or the life of the asset. Repairs and maintenance are charged to expense as incurred. |
Acquisitions and Intangibles | Acquisitions and Intangibles The Company has engaged in business combination activity. The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with each acquisition, as goodwill presents the excess of the purchase price of an acquired business over the fair value of its net tangible and identifiable intangible assets. |
Goodwill and Other Long-Lived Assets | Goodwill 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 events occur indicating the potential for impairment. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company proceeds to perform the two-step test for goodwill impairment. The first step involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to determine the amount of loss, which involves comparing the implied fair value of the goodwill to the carrying value of the goodwill. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. The Company performed its annual assessment for goodwill impairment in the fourth quarter of 2017, noting no impairment. The Company evaluates its long-lived and intangible assets with definite lives, such as property and equipment, acquired technology, customer relationships, patent and license rights, for impairment by considering competition by products prescribed for the same indication, the likelihood and estimated future entry of non-generic and generic competition with the same or similar indication and other related factors. The factors that drive the estimate of useful life are often uncertain and are reviewed on a periodic basis or when events occur that warrant review. Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate. There have not been any impairment losses of long-lived assets through December 31, 2017. |
Acquisition Consideration Payable - Gain on Contingent Liabilities | Acquisition Consideration Payable - Gain on Contingent Liabilities Acquisition consideration payable relates to the Company’s acquisition of businesses and various other assets and is recorded on the Company’s consolidated balance sheets at fair value and is re-measured at each balance sheet date until such contingent liabilities have been settled, with changes in fair value recorded as gain on contingent liabilities. The Company estimates the fair value of contingent consideration based on level 3 inputs primarily driven by the probability of achieving certain financing or operating related milestones. |
Debt With Detachable Warrants | Debt With Detachable Warrants Debt with detachable warrants are evaluated for the classification of warrants as either equity instruments, derivative liabilities, or liabilities depending on the specific terms of the warrant agreement. In circumstances in which debt is issued with equity-classified warrants, the proceeds from the issuance of convertible debt are first allocated to the debt and the warrants at their relative estimated fair values. The portion of the proceeds so allocated to the warrants are accounted for as paid-in capital and a debt discount. The remaining proceeds, as further reduced by discounts created by the bifurcation of embedded derivatives and beneficial conversion features, are allocated to the debt. The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from the allocation of proceeds, to interest expense using the effective interest method over the expected term of the debt instrument. The Company considers whether there are any embedded features in debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to ASC 815. If the amount allocated to the convertible debt results in an effective per share conversion price less than the fair value of the Company’s common stock on the commitment date, the intrinsic value of this beneficial conversion feature is recorded as a discount to the convertible debt with a corresponding increase to additional paid in capital. The beneficial conversion feature discount is equal to the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date, unless limited by the remaining proceeds allocated to the debt. |
Derivative Liability | Derivative Liability Derivative liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are exercised or expire, with changes in the fair value between reporting periods recorded as other income or expense. The Company estimates the fair value of derivative liabilities using the Black-Scholes option pricing model. |
Investments in Other Entities | Investments in Other Entities The Company holds a portfolio of investments in equity securities that are accounted for under either the equity method or cost method. Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in loss on equity method investments. The Company’s cost method investments are included in cost method investments on the consolidated balance sheets. The Company’s equity method investments are included in equity method investments on the consolidated balance sheets. All investments are reviewed on a regular basis for possible impairment. If an investment's fair value is determined to be less than its net carrying value and the decline is determined to be other-than-temporary, the investment is written down to its fair value. Such an evaluation is judgmental and dependent on specific facts and circumstances. Factors considered in determining whether an other-than-temporary decline in value has occurred include: the magnitude of the impairment and length of time that the market value was below the cost basis; financial condition and business prospects of the investee; the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery in market value of the investment; issues that raise concerns about the investee's ability to continue as a going concern; any other information that the Company may be aware of related to the investment. |
Research and Development Costs and Collaborations | Research and Development Costs and Collaborations All research and development costs are charged to expense as incurred. Such costs primarily consist of lab supplies, contract services, stock-based compensation expense, salaries and related benefits. |
Acquired In-Process Research and Development Expense | Acquired In-Process Research and Development Expense The Company has acquired and may continue to acquire the rights to develop and commercialize new drug candidates. The up-front payments to acquire a new drug compound, as well as future milestone payments, may be immediately expensed as acquired in-process research and development provided that the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, have no alternative future use. Prior to November 8, 2016, all acquired IPR&D was expensed immediately. The acquired in-process research and development related to the business combination of Scilex for which certain products are under development and expected to be commercialized in the near future was capitalized and recorded within “Intangibles, net” on the accompanying consolidated balance sheet. Capitalized IPR&D will be reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable. |
Income Taxes | Income Taxes The provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has uncertain tax positions. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. As of December 31, 2017, the Company maintained a full valuation allowance against its deferred tax assets, with the exception of an amount equal to its deferred tax liabilities, which can be expected to reverse over a definite life. |
Revenue Recognition | Revenue Recognition The Company’s revenues are generated primarily from royalties and license fees, various NIH grant awards, and from the sale of customized reagents and the provision of contract development services. The revenue from the NIH grant awards is based upon subcontractor and internal costs incurred that are specifically covered by the grant, and where applicable, a facilities and administrative rate that provides funding for overhead expenses. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs internal expenses that are related to the grant. License fees for the licensing of product rights are recorded as deferred revenue upon receipt of cash and recognized as revenue on a straight-line basis over the license period, with the exception of license agreements with no remaining performance obligations or undelivered obligations. Revenues from sales are generated from the sale of customized reagents which include industrial standard cytotoxins, linkers, and linker-toxins used for preparing ADCs. Contract development services include providing synthetic expertise to customers’ synthesis by delivering proprietary cytotoxins, linkers and linker-toxins and ADC service using industry standard toxin and antibodies provided by customers. Revenue is recognized when, (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. The Company is obligated to accept from customers the return of products sold that are damaged or do not meet certain specifications. The Company may authorize the return of products sold in accordance with the terms of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company has not experienced any sales returns. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718 “Compensation – Stock Compensation,” which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant). The Company accounts for equity instruments, including restricted stock or stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing model. The fair value of options and restricted stock granted to non-employees is re-measured over the vesting period, and the resulting changes in fair value are recognized as expense in the period of the change in proportion to the services rendered to date. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income is primarily comprised of net income (loss) and adjustments for the change in unrealized gains and losses on the Company’s investments in available-for-sale marketable securities, net of taxes. The Company displays comprehensive (loss) income and its components in its consolidated statements of comprehensive (loss) income. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or the exercise of outstanding warrants. The treasury stock method and if-converted method are used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share. During 2017, 2016 and 2015, the Company had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. These outstanding securities consist of the following: Years Ended December 31, 2017 2016 2015 Outstanding options 6,321,400 4,332,876 2,960,816 Outstanding warrants 4,708,860 7,740,340 1,972,630 |
Segment Information | Segment Information The Company is engaged primarily in the discovery and development of innovative therapies focused on oncology and the treatment of chronic cancer pain as well as immunology and infectious diseases based on its platform technologies. Accordingly, the Company has determined that it operates in one operating segment. During the year ended December 31, 2016, the Company acquired a majority stake in Scilex a developer of specialty pharmaceutical products for the treatment of chronic pain. The operating activities of Scilex are considered to be qualitatively and economically similar to the operating activities of the Company. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. ASU No. 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016, and interim periods thereafter. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delayed the effective date of the new standard for annual reporting periods beginning after December 15, 2017, and interim periods thereafter. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The standard allows for either a full retrospective or modified retrospective method of adoption. The Company has performed a review of the new standards as compared to our current accounting policies for our customer contracts and licensing arrangements. The Company adopted this standard on its effective date, January 1, 2018 under the modified retrospective method of adoption. The Company has assessed the impact of the adoption of this standard and concluded it will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. The Company has not experienced significant issues in its implementation process and it does not anticipate significant changes to its accounting policies. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. ASU No. 2016-01 is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company has assessed the impact of the adoption of this standard which is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases . ASU No. 2016-02 is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. ASU No. 2016-2 is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU No. 2016-2 will have on its consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which clarifies the steps required when assessing whether the economic characteristics and risks of call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts based on a four-step decision process. ASU No. 2016-06 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for the equity method and eliminates the requirement for retroactive adjustment of the investment as a result of an increase in the level of ownership interest or degree of influence. ASU No. 2016-07 is effective for financial statements issued for fiscal years and interim periods within those fiscal years beginning after December 15, 2016. The adoption of this standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The ASU includes various provisions to simplify the accounting for share-based payments with the goal of reducing the cost and complexity of accounting for share-based payments. The amendments may significantly impact net income, earnings per share and the statement of cash flows as well as present implementation and administration challenges for companies with significant share-based payment activities. ASU No. 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The ASU also requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application will be permitted for all organizations for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact that the adoption of ASU No. 2016-13 will have on its consolidated financial position, results of operations and cash flows. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to improve financial reporting in regards to how certain transactions are classified in the statement of cash flows. The ASU requires that (1) debt extinguishment costs be classified as cash outflows for financing activities and provides additional classification guidance for the statement of cash flows, (2) the classification of cash receipts and payments that have aspects of more than one class of cash flows to be determined by applying specific guidance under generally accepted accounting principles, and (3) each separately identifiable source or use within the cash receipts and payments be classified on the basis of their nature in financing, investing or operating activities. The ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has assessed the adoption of ASU No. 2016-15 and is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , to clarify the definition of a business to add guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Specifically, this ASU provides a screen to assist entities in determining when a set should not be considered a business, which screen provides that if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar assets, the set is not a business. The ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has assessed the adoption of ASU No. 2017-01 and does not believe that the adoption will have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) . This standard eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption permitted. This guidance must be applied on a prospective basis. The Company is currently evaluating the impact that the adoption of ASU No. 2017-04 will have on the Company’s consolidated financial position, results of operations or cash flows. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting , to provide clarity and reduce both the diversity in practice and cost of complexity when applying the guidance. Specifically, the ASU provides additional modification conditions in determining whether or not modification accounting should be applied. The ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company has assessed the adoption of ASU No. 2017-09 and does not believe that the adoption will have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Significant Accounting Polici32
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Components of Outstanding Securities | These outstanding securities consist of the following: Years Ended December 31, 2017 2016 2015 Outstanding options 6,321,400 4,332,876 2,960,816 Outstanding warrants 4,708,860 7,740,340 1,972,630 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis. (in thousands): Fair Value Measurements at December 31, 2017 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and Cash Equivalents $ 20,429 $ 20,429 $ — $ — Marketable securities $ 441 $ 356 $ — $ 85 Total assets $ 20,870 $ 20,785 $ — $ 85 Liabilities: Acquisition consideration payable $ 54,272 $ — $ — $ 54,272 Total liabilities $ 54,272 $ — $ — $ 54,272 Fair Value Measurements at December 31, 2016 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and Cash Equivalents $ 82,398 $ 82,398 $ — $ — Marketable securities $ 1,106 $ 831 $ — $ 275 Total assets $ 83,504 $ 83,229 $ — $ 275 Liabilities: Derivative liability $ 48,362 $ — $ — $ 48,362 Total liabilities $ 48,362 $ — $ — $ 48,362 |
Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table includes a summary of the changes to contingent consideration liabilities during the year ended December 31, 2017. The contingent consideration is measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2017: (in thousands) 2017 Beginning Balance at December 31, 2016 48,362 Scilex acquisition adjustment (See Note 4) (6,500 ) Acquisition consideration payable - current year acquisitions (See Note 4) 12,807 Contingent consideration (Non-current) - current year acquisitions (See Note 4) 983 Re-measurement of Fair Value — Payment of shares for current year contingent consideration (1,380 ) Ending Balance at December 31, 2017 $ 54,272 The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016. (in thousands) 2016 Fair Value at Beginning of Year $ 5,520 Additions — Expiration of derivative liability (5,520 ) Payments — Balance at End of Year $ — The following table includes a summary of the warrant measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2017 (in thousands): Total Beginning balance at December 31, 2016 $ 275 Addition of warrant — Change in fair value of warrant (191 ) Ending balance at December 31, 2017 $ 84 |
Schedule of Quantitative Information about Inputs and Valuation Methodologies Used for Fair Value Measurements Classified in Level 3 of Fair Value Hierarchy | The following table includes a summary of the Company’s contingent and financing liabilities, related inputs used to determine fair value, and the valuation methodologies used for the fair value measurements using significant unobservable inputs (Level 3) at December 31, 2017: (in thousands) Fair Value Measurements at December 31, 2017 Valuation Methodology Significant Unobservable Input Weighted Average (range, if applicable) BDL Contingent Consideration $ 1,643 Multiple outcome discounted cash flow Discount Rate Percent probabilities assigned to scenarios 4.41% 10% and 90% Virttu Contingent Consideration (Non-Current) $ 1,063 Multiple outcome discounted cash flow Discount Rate Probability of Regulatory Milestone 12.21% 16% Virttu Contingent Consideration $ 14,884 Multiple outcome discounted cash flow Discount Rate Percent probabilities assigned to scenarios 1.47% 20% and 80% Scilex Contingent Consideration $ 32,200 Monte Carlo simulation method Discount Rate Probability of Regulatory Milestone 10.54% 95% Concortis Contingent Consideration $ 511 Multiple outcome discounted cash flow Discount Rate Percent probabilities assigned to scenarios 19.20% 20% Shanghai Three Contingent Consideration $ 1,588 Multiple outcome discounted cash flow Discount Rate Percent probabilities assigned to scenarios 12.21% 50% RWMC Contingent Consideration $ 2,383 Multiple outcome discounted cash flow Discount Rate, Percent probabilities assigned to scenarios 12.21% 50% |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | Marketable securities consisted of the following as of December 31, 2017 (in thousands): December 31, 2017 Cost Gross Realized Gains (Losses) Fair Value Trading securities: MedoveX common shares and warrants $ 750 $ (309 ) $ 441 December 31, 2016 Cost Gross Realized Gains (Losses) Fair Value Trading securities: MedoveX common shares and warrants $ 750 $ 356 $ 1,106 |
Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table includes a summary of the changes to contingent consideration liabilities during the year ended December 31, 2017. The contingent consideration is measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2017: (in thousands) 2017 Beginning Balance at December 31, 2016 48,362 Scilex acquisition adjustment (See Note 4) (6,500 ) Acquisition consideration payable - current year acquisitions (See Note 4) 12,807 Contingent consideration (Non-current) - current year acquisitions (See Note 4) 983 Re-measurement of Fair Value — Payment of shares for current year contingent consideration (1,380 ) Ending Balance at December 31, 2017 $ 54,272 The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016. (in thousands) 2016 Fair Value at Beginning of Year $ 5,520 Additions — Expiration of derivative liability (5,520 ) Payments — Balance at End of Year $ — The following table includes a summary of the warrant measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2017 (in thousands): Total Beginning balance at December 31, 2016 $ 275 Addition of warrant — Change in fair value of warrant (191 ) Ending balance at December 31, 2017 $ 84 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following as of December 31, 2017 and 2016 (in thousands): December 31, 2017 2016 Furniture and fixtures $ 1,035 $ 458 Office equipment 493 326 Machinery and lab equipment 19,868 13,220 Leasehold improvements 7,327 3,625 $ 28,723 $ 17,630 Less accumulated depreciation (9,378 ) (4,922 ) $ 19,345 $ 12,707 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Company's Recorded Goodwill | The following is a summary of changes in the Company’s recorded goodwill during the year ended December 31, 2016 (in thousands): Amount Balance as of December 31, 2016 $ 41,548 Scilex Acquisition Adjustment (4,645 ) Goodwill Acquired from Virttu Acquisition $ 1,395 Balance as of December 31, 2017 $ 38,298 |
Summary of Company's Identifiable Intangible Assets | A summary of the Company’s identifiable intangible assets as of December 31, is as follows (in thousands): December 31, 2017 Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships $ 1,585 $ 1,091 $ 494 Acquired technology 3,410 709 2,701 Acquired in-process research and development 37,660 — 37,660 Patent rights 32,720 2,562 30,158 Total intangible assets $ 75,375 $ 4,362 $ 71,013 December 31, 2016 Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships $ 1,585 $ 801 $ 784 Acquired technology 3,410 533 2,877 Acquired in-process research and development 25,404 — 25,404 Patent rights 36,120 419 35,701 Total intangible assets $ 66,519 $ 1,753 $ 64,766 |
Schedule of Estimated Future Amortization Expense Related to Intangible Assets | Estimated future amortization expense related to intangible assets at December 31, 2017 is as follows (in thousands): Years Ending December 31, Amount 2018 $ 3,697 2019 3,807 2020 3,807 2021 5,002 2022 5,002 Thereafter 49,698 Total $ 71,013 |
Loan and Security Agreement a37
Loan and Security Agreement and Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Unamortized Discount Balances | Convertible debt and unamortized discount balances are as follows (in thousands): Principal amount $ 50,000 Debt discount - warrant (12,669 ) Debt discount - beneficial conversion feature (32,062 ) Capitalized debt issuance costs (84 ) Accretion of debt issuance costs and other — Accretion of debt discount 26 Balance at December 31, 2017 $ 5,211 |
Future Minimum Payments under Amended and Restated Loan and Security Agreement | Future minimum payments under the convertible notes agreement are as follows (in thousands): Year Ending December 31, 2018 $ 2,366 2019 2,500 2020 2,500 2021 2,500 2022 2,500 2023 50,134 Total future minimum payments 62,500 Unpaid interest (12,500 ) Unamortized debt discount (44,705 ) Unamortized capitalized debt issuance costs (84 ) Total minimum payment $ 5,211 Current portion — Long-term debt $ 5,211 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes stock option activity as of December 31, 2017, 2016 and 2015, and the changes for the years then ended (in thousands, except for share amounts): Options Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2014 2,231,800 $ 6.34 $ 8,323 Options Granted 1,378,600 $ 12.03 Options Canceled (376,072 ) $ 6.84 Options Exercised (276,712 ) $ 6.14 Outstanding at December 31, 2015 2,957,616 $ 8.95 $ 4,506 Options Granted 2,034,050 $ 6.34 Options Canceled (544,098 ) $ 8.77 Options Exercised (114,692 ) $ 4.71 Outstanding at December 31, 2016 4,332,876 $ 7.86 $ 427 Options Granted 3,200,100 $ 1.83 Options Canceled (1,189,576 ) $ 8.41 Options Exercised — $ — Outstanding at December 31, 2017 6,343,400 $ 4.74 $ 6,290 |
Fair Value of Employee Stock Options | The fair value of employee stock options was estimated at the grant date using the following assumptions: Years Ended December 31, 2017 2016 2015 Weighted-average grant date fair value $ 1.28 $ 5.86 $ 12.03 Dividend yield — — — Volatility 81 % 75 % 75 % Risk-free interest rate 1.92 % 1.49 % 1.67 % Expected life of options 6.1 years 6.1 years 6.1 years |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following at December 31, 2017: Common stock warrants outstanding under the underwriters agreement 182,600 Common stock warrants outstanding under the loan and security agreement 65,892 Common stock warrants outstanding under the Hercules securities agreement 306,748 Common stock warrants outstanding under the convertible notes 12,121,210 Common stock warrants outstanding under private placements 4,153,620 Common stock options outstanding under the Non-Employee Director Plan 3,200 Authorized for future grant or issuance under the 2009 Stock Incentive Plan 10,782,096 Issuable under BDL acquisition agreement 309,916 Issuable under Scilex acquisition agreement 1,381,346 Issuable under Virttu acquisition agreement 3,603,604 Issuable under assignment agreement based upon achievement of certain milestones 80,000 32,990,232 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Minimum Future Non-Cancelable Annual Operating Lease Obligations | Minimum future non-cancelable annual operating lease obligations are as follows for the years ending December 31 (in thousands): 2018 $ 5,304 2019 5,287 2020 5,315 2021 4,949 2022 5,004 Thereafter 15,399 $ 41,258 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision expense (benefit) were as follows for the years ended December 31, 2017, 2016 and 2015 (in thousands): 2017 2016 2015 Current: Federal $ (366 ) $ (1,785 ) $ 2,500 State 14 (600 ) 621 Foreign 30 — — (322 ) (2,385 ) 3,121 Deferred: Federal (33,178 ) 3,554 32,378 State (2,538 ) (2,065 ) 815 $ (35,716 ) $ 1,489 $ 33,193 Totals $ (36,038 ) $ (896 ) $ 36,314 |
Summary of Components of Net Deferred Tax Liabilities | The components of the Company’s net deferred tax liabilities and related valuation allowance are as follows as of December 31, 2017 and 2016 (in thousands): 2017 2016 Deferred tax assets: Amortization of intangibles $ 21,862 $ 32,032 Deferred revenue 34,754 44,754 Tax credit carryforwards 10,160 5,693 Net operating loss carryforwards 21,172 6,237 Stock based compensation 1,743 3,898 Accrued expenses and other 1,877 1,558 Total deferred tax assets 91,568 94,172 Less valuation allowance (43,405 ) (81,039 ) Total deferred tax assets 48,163 13,133 Deferred tax liabilities: Amortization of intangibles (15,225 ) (25,433 ) Depreciation (757 ) (1,530 ) Investment in common stock (47,716 ) (39,408 ) Total deferred tax liabilities (63,698 ) (66,371 ) Net deferred tax assets / liabilities $ (15,535 ) $ (53,238 ) |
Summary of Reconciliation Between Federal Income Tax and Company Provision for Income Taxes | The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31 (in thousands): 2017 2016 Income tax expense (benefit) at federal statutory rate $ (8,725 ) $ (23,357 ) State, net of federal tax benefit (834 ) (1,522 ) Other permanent differences 1,290 2,882 Incentive stock compensation 1,025 767 Transaction costs 408 — Other 715 120 Return to provision adjustment (42 ) (16 ) Acquired in-process research and development 71 (2,360 ) Change in Federal rate 10,006 — Change in State rate 810 (172 ) Research tax credits (4,051 ) (2,318 ) Uncertain tax positions 1,027 (1,836 ) Prior year true-ups and carrybacks (1,095 ) 4,133 Stock compensation true-up 1,788 — Change in valuation allowance (38,431 ) 22,783 Income tax provision $ (36,038 ) $ (896 ) |
Summary of Reconciliation of Unrecognized Tax Expense (Benefits) | A reconciliation of the beginning and ending amount of unrecognized tax expense (benefits) is as follows (in thousands): Amount Unrecognized tax benefits balance at December 31, 2016 $ 2,389 Increase related to current year tax positions 1,436 Increase related to prior year tax positions 58 Settlements — Lapse in statute of limitations — Unrecognized tax benefits balance at December 31, 2017 $ 3,883 |
Quarterly Financial Data (Una41
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The following table sets forth selected quarterly data for the years presented, in thousands, except per share data. Quarter Ended Quarter Ended Quarter Ended Quarter Ended Year Ended 2017 December 31, September 30, June 30, March 31, December 31, Revenues $ 20,407 $ 121,910 1 $ 4,665 $ 4,874 $ 151,856 Operating costs and expenses $ 55,205 $ 24,993 $ 18,123 $ 28,200 $ 126,521 Net income (loss) attributable to Sorrento $ 48,444 $ (2,061 ) $ (14,187 ) $ (23,064 ) $ 9,132 Net income (loss) per share - basic $ 0.60 $ (0.03 ) $ (0.20 ) $ (0.45 ) $ 0.13 Net income (loss) per share - diluted $ 0.58 $ (0.03 ) $ (0.20 ) $ (0.45 ) $ 0.13 Weighted-average shares - basic 80,486 76,887 70,302 50,886 69,742 Weighted-average shares - diluted 82,996 76,888 70,302 50,886 70,381 Quarter Ended Quarter Ended Quarter Ended Quarter Ended Year Ended 2016 December 31, September 30, June 30, March 31, December 31, Revenues $ 4,019 $ 2,243 $ 902 $ 988 $ 8,152 Operating costs and expenses $ 21,823 $ 14,491 $ 45,613 $ 23,002 $ 104,929 Net income (loss) attributable to Sorrento $ (17,859 ) $ 15,891 $ (43,305 ) $ (15,650 ) $ (60,923 ) Net income (loss) per share - basic and diluted $ (0.30 ) $ 0.24 $ (0.93 ) $ (0.41 ) $ (1.21 ) Weighted-average shares - basic 58,634 66,193 46,498 37,965 50,360 Weighted-average shares - diluted 58,634 66,527 46,498 37,965 50,360 1 Quarter-over-quarter increase primarily due to revenue recognized from the intangibles transferred to Celularity as a result of closing the Contribution Agreement in 2017. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic and Diluted Earnings Per Share | The following table sets forth the reconciliation of basic and diluted earnings per share for the years ended December 31, 2017, 2016 and 2015 (in thousands): Years Ended December 31, 2017 2016 2015 Net Income (Loss) 9,132 (60,923 ) (45,811 ) Net Income Adjusted for Tax-Effected Interest on Convertible Notes (71 ) — — Adjust Net Income 9,061 (60,923 ) (45,811 ) Denomiator for Basic Earnings Per Share 69,742 50,360 36,909 Effect of Dilutive Securities: Stock Options 8 — — Convertible Notes 604 — — Convertible Notes - Warrants 27 — — Denominator for Diluted Earnings per Share – Adjusted for Dilutive Securities 70,381 50,360 36,909 Dilutive Earnings Per Share $ 0.13 $ (1.21 ) $ (1.24 ) |
Nature of Operations and Busi43
Nature of Operations and Business Activities (Details) | 12 Months Ended |
Dec. 31, 2017target | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of screened and validated targets | 100 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) | Dec. 31, 2017 | Dec. 21, 2017 | Dec. 31, 2016 | Oct. 31, 2014 |
Liquidity And Going Concern [Line Items] | ||||
Long-term debt | $ 5,211,000 | |||
Face value of loan amount | $ 50,000,000 | |||
Stated interest rate on debt instrument | 7.95% | |||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | ||
Private Placement [Member] | 2017 Warrants [Member] | ||||
Liquidity And Going Concern [Line Items] | ||||
Number of common stock shares called by warrants | 12,121,210 | |||
Private Placement [Member] | Convertible Debt [Member] | Convertible Notes [Member] | ||||
Liquidity And Going Concern [Line Items] | ||||
Face value of loan amount | $ 50,000,000 | |||
Stated interest rate on debt instrument | 5.00% | |||
Loan and security agreement [Member] | ||||
Liquidity And Going Concern [Line Items] | ||||
Long-term debt | $ 50,000,000 |
Liquidity and Going Concern - U
Liquidity and Going Concern - Universal Shelf Registration (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2017 | Dec. 31, 2014 | |
Liquidity And Going Concern [Line Items] | ||||||
Maximum amount of equity and other securities authorized to offer | $ 250,000,000 | |||||
Remaining amount of equity and other securities authorized to offer | $ 50,000,000 | |||||
Aggregate purchase price of common stock warrants & warrants | $ 57,928,000 | |||||
Proceeds from issuance of common stock, net | 57,928,000 | $ 107,986,000 | $ 0 | |||
November 2014 Registration [Member] | ||||||
Liquidity And Going Concern [Line Items] | ||||||
Common stock issued and sold under sales agreement | 13,900,000 | $ 3,600,000 | ||||
November 2017 Registration [Member] | ||||||
Liquidity And Going Concern [Line Items] | ||||||
Remaining amount of equity and other securities authorized to offer | $ 350,000,000 | |||||
November 2017 Registration [Member] | ATM Facility [Member] | ||||||
Liquidity And Going Concern [Line Items] | ||||||
Maximum maximum aggregate offering price authorized | $ 100,000,000 | |||||
Additional value of common stock allowable for issuance | 99,100,000 | |||||
Common Stock [Member] | ||||||
Liquidity And Going Concern [Line Items] | ||||||
Aggregate purchase price of common stock warrants & warrants | $ 47,500,000 | |||||
Proceeds from issuance of common stock, net | $ 43,100,000 | |||||
Common Stock [Member] | November 2017 Registration [Member] | ATM Facility [Member] | ||||||
Liquidity And Going Concern [Line Items] | ||||||
Aggregate purchase price of common stock warrants & warrants | $ 900,000 |
Liquidity and Going Concern - 2
Liquidity and Going Concern - 2016 Private Investment in Public Entity Financing (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2016 | Jun. 07, 2016 | May 02, 2016 | Apr. 03, 2016 | Oct. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2017 |
Liquidity And Going Concern [Line Items] | |||||||
Aggregate purchase price of common stock warrants & warrants | $ 57,928 | ||||||
Warrant exercisable period | 7 years | 7 years | |||||
Private Placement [Member] | Yuhan Corporation [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Common stock agreed to issue and sell (in shares) | 1,801,802 | ||||||
Warrants to purchase common stock (in shares) | 235,294 | ||||||
Warrant exercise price per share (USD per share) | $ 8.50 | ||||||
Warrant exercisable period | 3 years | ||||||
Gross proceeds of common stock and warrants | $ 10,000 | ||||||
Common stock price per share (USD per share) | $ 5.55 | ||||||
ABG Purchase Agreement [Member] | Private Placement [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Aggregate purchase price of common stock warrants & warrants | $ 50,000 | ||||||
Common stock agreed to issue and sell (in shares) | 9,009,005 | ||||||
Warrants to purchase common stock (in shares) | 2,702,700 | ||||||
Warrant exercise price per share (USD per share) | $ 8.50 | ||||||
Warrant exercisable period | 3 years | ||||||
ABG Purchase Agreement [Member] | Private Placement [Member] | Maximum [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Issuance of securities for resale, period | 30 days | ||||||
Additional Purchase Agreements [Member] | Private Placement [Member] | Beijing Shijilongxin Investment Co Ltd [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Aggregate purchase price of common stock warrants & warrants | $ 45,000 | ||||||
Common stock agreed to issue and sell (in shares) | 8,108,108 | ||||||
Warrants to purchase common stock (in shares) | 1,176,471 | ||||||
Warrant exercise price per share (USD per share) | $ 8.50 | ||||||
Warrant exercisable period | 3 years | ||||||
Additional Purchase Agreements [Member] | Private Placement [Member] | FREJOY Investment Management Co Ltd [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Aggregate purchase price of common stock warrants & warrants | $ 45,000 | ||||||
Common stock agreed to issue and sell (in shares) | 8,108,108 | ||||||
Warrants to purchase common stock (in shares) | 1,176,471 | ||||||
Warrant exercise price per share (USD per share) | $ 8.50 | ||||||
Warrant exercisable period | 3 years | ||||||
Additional Purchase Agreements [Member] | Private Placement [Member] | Yuhan Corporation [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Aggregate purchase price of common stock warrants & warrants | $ 10,000 | ||||||
Common stock agreed to issue and sell (in shares) | 1,801,802 | ||||||
Warrants to purchase common stock (in shares) | 235,294 | ||||||
Warrant exercise price per share (USD per share) | $ 8.50 | ||||||
Warrant exercisable period | 3 years | ||||||
ABG Purchasers, Beijing Shijilongxin, and Frejoy [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Common stock agreed to issue and sell (in shares) | 25,225,221 | ||||||
Warrants to purchase common stock (in shares) | 5,055,642 | ||||||
Gross proceeds of common stock and warrants | $ 86,500 | ||||||
Common stock price per share (USD per share) | $ 5.55 | ||||||
Closed consideration of common stock and warrants | $ 150,000 | ||||||
Aggregate principal amount | $ 53,500 | ||||||
Cancellation and Forfeiture Agreements [Member] | Investors [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Common stock agreed to issue and sell (in shares) | 7,838,259 | ||||||
Common stock shares forfeited (in shares) | 1,137,316 | ||||||
Cancellation and Forfeiture Agreements [Member] | Investors [Member] | Secured Promissory Notes [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Outstanding balance of promissory note forfeited | $ 43,500 |
Liquidity and Going Concern -47
Liquidity and Going Concern - 2017 Private Investment in Public Entity Financing (Details) - USD ($) | Dec. 21, 2017 | Oct. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2017 |
Conversion of Stock [Line Items] | ||||
Face value of loan amount | $ 50,000,000 | |||
Stated interest rate on debt instrument | 7.95% | |||
Warrant exercisable period | 7 years | 7 years | ||
Private Placement [Member] | 2017 Warrants [Member] | ||||
Conversion of Stock [Line Items] | ||||
Warrant exercise price per share (USD per share) | $ 2.61 | |||
Number of common stock shares called by warrants | 12,121,210 | |||
Warrant exercisable period | 5 years 6 months | |||
Private Placement [Member] | Convertible Notes [Member] | Convertible Debt [Member] | ||||
Conversion of Stock [Line Items] | ||||
Face value of loan amount | $ 50,000,000 | |||
Stated interest rate on debt instrument | 5.00% | |||
Conversion price (USD per share) | $ 2.26875 | |||
Threshold amount of outstanding principal in converting Purchaser's Note | $ 4,000,000 |
Significant Accounting Polici48
Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | |
Significant Accounting Policies [Line Items] | ||||||
Other-than-temporary impairment charges | $ 0 | |||||
Goodwill, impairment | $ 0 | 0 | $ 0 | |||
Impairment losses of long-lived assets | $ 0 | |||||
Number of operating segments | segment | 1 | |||||
NANTibody [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Loss on equity investments | $ 36,000,000 | $ 36,000,000 | ||||
Overstatement of acquisition consideration payable [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Amount of misstatement in current year financial statements | $ 6,500,000 | |||||
Overstatement of intangible assets [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Amount of misstatement in current year financial statements | 6,700,000 | |||||
Overstatement of goodwill [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Amount of misstatement in current year financial statements | 4,600,000 | |||||
Overstatement of deferred income tax liability [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Amount of misstatement in current year financial statements | 2,800,000 | |||||
Overstatement of additional paid on capital [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Amount of misstatement in current year financial statements | 600,000 | |||||
Overstatement of noncontrolling interest [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Amount of misstatement in current year financial statements | $ 1,400,000 | |||||
Minimum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful life of fixed asset | 3 years | |||||
Maximum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Estimated useful life of fixed asset | 5 years | |||||
Grants receivable [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Allowance for doubtful accounts | 0 | $ 0 | 0 | |||
Trade accounts receivable [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Allowance for doubtful accounts | $ 20,000 | $ 20,000 | $ 26,000 |
Significant Accounting Polici49
Significant Accounting Policies - Components of Outstanding Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding securities | 6,321,400 | 4,332,876 | 2,960,816 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding securities | 4,708,860 | 7,740,340 | 1,972,630 |
Acquisitions - Acquisition of V
Acquisitions - Acquisition of Virttu Biologics Limited (Details) $ / shares in Units, $ in Thousands | Apr. 27, 2017USD ($)day$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||
Acquisition consideration payable | $ 53,209 | $ 48,362 | |
Goodwill | 38,298 | $ 41,548 | |
Virttu Biologics Limited [Member] | TNK Therapeutics [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 100.00% | ||
Total purchase consideration | $ 25,000 | ||
Business acquisition, common stock consideration | $ 2,200 | ||
Issuance of common stock upon acquisition, shares | shares | 797,081 | ||
Cash consideration to equity holders | $ 557 | ||
Percentage of consideration due at closing | 20.00% | ||
Percentage of adjusted base consideration payable in cash | 80.00% | ||
Acquisition consideration payable | $ 12,800 | ||
Escrow shares percentage | 20.00% | ||
Business acquisition, share price | $ / shares | $ 5.55 | ||
Noncurrent contingent consideration liability | $ 1,000 | ||
Identifiable assets recognized | 16,000 | ||
Deferred tax liabilities assumed | 800 | ||
Goodwill | 1,400 | ||
Virttu Biologics Limited [Member] | TNK Therapeutics [Member] | General and administrative expenses [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition related costs | $ 900 | ||
Virttu Biologics Limited [Member] | TNK Therapeutics [Member] | Acquired in-process research and development [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets acquired | 15,400 | ||
Virttu Biologics Limited [Member] | TNK Therapeutics [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Financial support for equity interest | 50,000 | ||
Virttu Biologics Limited [Member] | TNK Therapeutics [Member] | Regulatory approval consideration [Member] | |||
Business Acquisition [Line Items] | |||
Business combination additional consideration transferred | $ 10,000 | ||
Number of business days to satisfy one half payment upon achievement of regulatory approval | day | 45 | ||
Contingent consideration payment option two, share value | $ 5,000 | ||
Volume weighted average price period | 30 days | ||
Virttu Biologics Limited [Member] | TNK Therapeutics [Member] | Regulatory approval consideration [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Contingent consideration payment option one, cash | $ 5,000 |
Acquisitions - Acquisition of S
Acquisitions - Acquisition of Scilex Pharmaceuticals Inc. (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2018 | Sep. 11, 2017 | Nov. 08, 2016 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||
Acquisition consideration payable | $ 53,209 | $ 48,362 | ||||
Noncontrolling interests | 7,042 | 6,465 | ||||
Goodwill | $ 38,298 | $ 41,548 | ||||
Overstatement of acquisition consideration payable [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount of misstatement in current year financial statements | $ 6,500 | |||||
Overstatement of intangible assets [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount of misstatement in current year financial statements | 6,700 | |||||
Overstatement of goodwill [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount of misstatement in current year financial statements | 4,600 | |||||
Overstatement of deferred income tax liability [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount of misstatement in current year financial statements | 2,800 | |||||
Overstatement of additional paid on capital [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount of misstatement in current year financial statements | 600 | |||||
Overstatement of noncontrolling interest [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Amount of misstatement in current year financial statements | $ 1,400 | |||||
Itochu [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Noncontrolling interest ownership percentage | 23.00% | |||||
Scilex Pharmaceuticals, Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, percentage of voting interests acquired | 72.00% | |||||
Business acquisition, common stock consideration | $ 1,400 | $ 4,800 | ||||
Issuance of common stock upon acquisition, shares | 754,930 | 754,911 | ||||
Acquisition consideration payable | $ 33,500 | |||||
Total purchase consideration | 38,200 | |||||
Noncontrolling interests | 12,300 | |||||
Identifiable assets recognized | 54,900 | |||||
Liabilities assumed in a business acquisition | 17,900 | |||||
Deferred tax liabilities assumed | 13,900 | |||||
Goodwill | 13,500 | |||||
Scilex Pharmaceuticals, Inc [Member] | Acquired in-process research and development [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Assets acquired | 21,900 | |||||
Scilex Pharmaceuticals, Inc [Member] | Patent rights [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Assets acquired | $ 32,600 | |||||
Scilex Pharmaceuticals, Inc [Member] | Upon FDA acceptance [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Discounted rate on consideration transferred | 10.00% | |||||
Undiscounted purchase consideration | $ 47,800 | |||||
Scilex Pharmaceuticals, Inc [Member] | Upon FDA acceptance [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock price (USD per share) | $ 25.32 | |||||
Scilex Pharmaceuticals, Inc [Member] | Upon FDA acceptance [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock price (USD per share) | $ 6.33 | |||||
Scilex Pharmaceuticals, Inc [Member] | FDA approval [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Adjusted base consideration percentage | 80.00% | |||||
Maximum percentage of common stock issued in connection with acquisition | 4.99% | |||||
Scilex Pharmaceuticals, Inc [Member] | FDA approval [Member] | Subsequent event [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Issuance of common stock upon acquisition, shares | 1,381,346 | |||||
Total purchase consideration | $ 38,200 | |||||
Scilex Pharmaceuticals, Inc [Member] | FDA approval [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock price (USD per share) | $ 25.32 | |||||
Scilex Pharmaceuticals, Inc [Member] | FDA approval [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Stock price (USD per share) | $ 6.33 |
Acquisitions - Acquired In-proc
Acquisitions - Acquired In-process Research and Development of BDL (Details) - BDL Products Inc [Member] - Stock purchase agreement [Member] | 1 Months Ended |
Aug. 31, 2015USD ($)shares | |
Business Acquisition [Line Items] | |
Cash payment to acquire interest in subsidiaries and affiliates | $ 100 |
Minimum qualified financing | $ 50,000,000 |
Aggregate common stock to be issued, shares | shares | 309,917 |
Common class A [Member] | |
Business Acquisition [Line Items] | |
Common stock to be issued, value | $ 6,000,000 |
Acquisitions - Acquired In-pr53
Acquisitions - Acquired In-process Research and Development of Cargenix (Details) - TNK Therapeutics [Member] - USD ($) | Oct. 07, 2016 | Aug. 31, 2015 | Mar. 07, 2016 |
Common class A [Member] | |||
Business Acquisition [Line Items] | |||
Common stock to be issued, value | $ 4,000,000 | ||
CARgenix Holding LLC [Member] | Membership interest purchase agreement [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment to acquire interest in subsidiaries and affiliates | $ 100 | ||
Minimum qualified financing | $ 50,000,000 | ||
Aggregate common stock to be issued, shares | 309,917 | 309,917 | |
CARgenix Holding LLC [Member] | Membership interest purchase agreement [Member] | Common class A [Member] | |||
Business Acquisition [Line Items] | |||
Common stock to be issued, value | $ 6,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Total assets | $ 20,870 | $ 83,504 |
Liabilities: | ||
Total liabilities | 54,272 | 48,362 |
Cash and Cash Equivalents [Member] | ||
Assets: | ||
Total assets | 20,429 | 82,398 |
Marketable securities [Member] | ||
Assets: | ||
Total assets | 441 | 1,106 |
Acquisition consideration payable [Member] | ||
Liabilities: | ||
Total liabilities | 54,272 | |
Derivative liability [Member] | ||
Liabilities: | ||
Total liabilities | 48,362 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Total assets | 20,785 | 83,229 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets (Level 1) [Member] | Cash and Cash Equivalents [Member] | ||
Assets: | ||
Total assets | 20,429 | 82,398 |
Quoted Prices in Active Markets (Level 1) [Member] | Marketable securities [Member] | ||
Assets: | ||
Total assets | 356 | 831 |
Quoted Prices in Active Markets (Level 1) [Member] | Acquisition consideration payable [Member] | ||
Liabilities: | ||
Total liabilities | 0 | |
Quoted Prices in Active Markets (Level 1) [Member] | Derivative liability [Member] | ||
Liabilities: | ||
Total liabilities | 0 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Cash and Cash Equivalents [Member] | ||
Assets: | ||
Total assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Marketable securities [Member] | ||
Assets: | ||
Total assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Acquisition consideration payable [Member] | ||
Liabilities: | ||
Total liabilities | 0 | |
Significant Other Observable Inputs (Level 2) [Member] | Derivative liability [Member] | ||
Liabilities: | ||
Total liabilities | 0 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Total assets | 85 | 275 |
Liabilities: | ||
Total liabilities | 54,272 | 48,362 |
Significant Unobservable Inputs (Level 3) [Member] | Cash and Cash Equivalents [Member] | ||
Assets: | ||
Total assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Marketable securities [Member] | ||
Assets: | ||
Total assets | 85 | 275 |
Significant Unobservable Inputs (Level 3) [Member] | Acquisition consideration payable [Member] | ||
Liabilities: | ||
Total liabilities | $ 54,272 | |
Significant Unobservable Inputs (Level 3) [Member] | Derivative liability [Member] | ||
Liabilities: | ||
Total liabilities | $ 48,362 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration – current year acquisitions | $ 983,000 | |
Remeasurement of Fair Value | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 1,380,000 | |
Consideration liability balance | 54,272,000 | $ 48,362,000 |
Acquisition consideration | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration – current year acquisitions | $ 12,807,000 | 46,800,000 |
Remeasurement of Fair Value | 1,800,000 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | 0 | |
Consideration liability balance | $ 45,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Contingent Consideration Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 48,362,000 | |
Contingent consideration – current year acquisitions | 983,000 | |
Remeasurement of Fair Value | 0 | |
Payment of shares for current year contingent consideration | (1,380,000) | |
Ending balance | 54,272,000 | $ 48,362,000 |
Contingent consideration liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Scilex acquisition adjustment | (6,500,000) | |
Acquisition consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 45,000,000 | |
Contingent consideration – current year acquisitions | $ 12,807,000 | 46,800,000 |
Remeasurement of Fair Value | 1,800,000 | |
Payment of shares for current year contingent consideration | 0 | |
Ending balance | $ 45,000,000 |
Fair Value Measurements - Sum57
Fair Value Measurements - Summary of Derivative Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 48,362 |
Additions | 983 |
Expiration of derivative liability | 0 |
Payments | (1,380) |
Ending balance | 54,272 |
Derivative liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 5,520 |
Additions | 0 |
Expiration of derivative liability | (5,520) |
Payments | 0 |
Ending balance | $ 0 |
Fair Value Measurements - Sum58
Fair Value Measurements - Summary of Quantitative Information about Inputs and Valuation Methodologies used for Fair Value Measurements Classified in Level 3 (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair Value | $ 54,272 | $ 48,362 |
Contingent consideration liabilities [Member] | BDL [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair Value | $ 1,643 | |
Contingent consideration liabilities [Member] | BDL [Member] | Significant Unobservable Inputs (Level 3) [Member] | Weighted average [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Discount Rate | 4.41% | |
Contingent consideration liabilities [Member] | BDL [Member] | Significant Unobservable Inputs (Level 3) [Member] | Minimum [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Percent probabilities assigned to scenarios | 10.00% | |
Contingent consideration liabilities [Member] | BDL [Member] | Significant Unobservable Inputs (Level 3) [Member] | Maximum [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Percent probabilities assigned to scenarios | 90.00% | |
Contingent consideration liabilities [Member] | Virttu Biologics Limited [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair Value | $ 1,063 | |
Contingent consideration liabilities [Member] | Virttu Biologics Limited [Member] | Significant Unobservable Inputs (Level 3) [Member] | Weighted average [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Discount Rate | 12.21% | |
Percent probabilities assigned to scenarios | 16.00% | |
Contingent consideration liabilities [Member] | Scilex Pharmaceuticals, Inc [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair Value | $ 32,200 | |
Contingent consideration liabilities [Member] | Scilex Pharmaceuticals, Inc [Member] | Significant Unobservable Inputs (Level 3) [Member] | Weighted average [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Discount Rate | 10.54% | |
Percent probabilities assigned to scenarios | 95.00% | |
Contingent consideration liabilities [Member] | Concortis [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair Value | $ 511 | |
Contingent consideration liabilities [Member] | Concortis [Member] | Significant Unobservable Inputs (Level 3) [Member] | Weighted average [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Discount Rate | 19.20% | |
Percent probabilities assigned to scenarios | 20.00% | |
Contingent consideration liabilities [Member] | Shanghai Three [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair Value | $ 1,588 | |
Contingent consideration liabilities [Member] | Shanghai Three [Member] | Significant Unobservable Inputs (Level 3) [Member] | Weighted average [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Discount Rate | 12.21% | |
Percent probabilities assigned to scenarios | 50.00% | |
Contingent consideration liabilities [Member] | RWMC [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair Value | $ 2,383 | |
Contingent consideration liabilities [Member] | RWMC [Member] | Significant Unobservable Inputs (Level 3) [Member] | Weighted average [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Discount Rate | 12.21% | |
Percent probabilities assigned to scenarios | 50.00% | |
Acquisition consideration | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair Value | $ 45,000 | |
Acquisition consideration | Virttu Biologics Limited [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair Value | $ 14,884 | |
Acquisition consideration | Virttu Biologics Limited [Member] | Significant Unobservable Inputs (Level 3) [Member] | Weighted average [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Discount Rate | 1.47% | |
Acquisition consideration | Virttu Biologics Limited [Member] | Significant Unobservable Inputs (Level 3) [Member] | Minimum [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Percent probabilities assigned to scenarios | 20.00% | |
Acquisition consideration | Virttu Biologics Limited [Member] | Significant Unobservable Inputs (Level 3) [Member] | Maximum [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Percent probabilities assigned to scenarios | 80.00% |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investments, Debt and Equity Securities [Abstract] | ||
Trading securities, Cost | $ 750 | $ 750 |
Trading securities, Gross Realized Gains (Losses) | (309) | 356 |
Trading securities, Fair Value | $ 441 | $ 1,106 |
Marketable Securities - Trading
Marketable Securities - Trading Securities Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 05, 2016USD ($)unit$ / sharesshares | Oct. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Schedule of Available-for-sale Securities [Line Items] | ||||||
Warrant exercisable period | 7 years | 7 years | ||||
Gain (loss) on trading securities | $ (665) | $ 356 | $ 0 | |||
MedoveX common shares and warrants [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Gain (loss) on trading securities | $ (700) | $ 400 | ||||
MedoveX [Member] | Unit purchase agreement [Member] | ||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||
Number of units purchased | unit | 3 | |||||
Payment for purchase of units | $ 750 | |||||
Aggregate purchase price of common stock warrants | $ 250 | |||||
Common stock agreed to issue and sell (in shares) | shares | 208,333 | |||||
Warrants to purchase common stock (in shares) | shares | 104,167 | |||||
Warrant exercise price per share (USD per share) | $ / shares | $ 1.52 | |||||
Warrant exercisable period | 5 years |
Marketable Securities - Summary
Marketable Securities - Summary of Warrant Measured at Fair Value Using Significant Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 48,362 |
Additions | 983 |
Ending balance | 54,272 |
Warrant [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 275 |
Additions | 0 |
Change in fair value of warrant | (191) |
Ending balance | $ 84 |
Marketable Securities - Availab
Marketable Securities - Available-for-sale Securities Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Jun. 30, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost method investments | $ 112,008 | $ 237,008 | |||
Stock repurchased during period (in shares) | 7,878,098 | ||||
Foundation [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Common stock agreed to issue and sell (in shares) | 5,618,326 | ||||
Stock repurchased during period (in shares) | 7,878,098 | ||||
Payments for issuance of common stock and warrants | $ 15,600 | ||||
Cambridge Equities LP [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Common stock shares forfeited (in shares) | 500,000 | ||||
Warrants to purchase common stock (in shares) | 1,724,138 | ||||
NantKwest [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Cost method investments | $ 10,000 | ||||
Unrealized gain on marketable securities | $ 73,600 | ||||
Gain on sale of stock | $ 27,200 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 28,723 | $ 17,630 |
Less accumulated depreciation | (9,378) | (4,922) |
Property and equipment, net | 19,345 | 12,707 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 1,035 | 458 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 493 | 326 |
Machinery and lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 19,868 | 13,220 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 7,327 | $ 3,625 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 4,470 | $ 1,951 | $ 1,134 |
Cost Method Investments (Detail
Cost Method Investments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Investments [Abstract] | |||
Cost-method investments, aggregate carrying amount | $ 237,008,000 | $ 112,008,000 | |
Cost method investments, impairment losses | $ 0 | $ 0 | $ 0 |
Equity Method Investments - NAN
Equity Method Investments - NANTibody (Details) shares in Millions | Jul. 02, 2017USD ($) | May 31, 2015USD ($)joint_venture | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2013USD ($)shares | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Oct. 13, 2015 | Jul. 31, 2015USD ($)board_member | Apr. 30, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of joint venture to be funded by the Company per agreement | joint_venture | 2 | |||||||||||||
Equity method investments | $ 76,994,000 | $ 32,999,000 | ||||||||||||
Nant Cancer Stem LLC [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Initial joint funding | $ 100,000,000 | |||||||||||||
Equity method investment ownership percentage | 20.00% | 40.00% | ||||||||||||
Initial joint funding contributed | $ 40,000,000 | |||||||||||||
Loss on equity investments | 0 | $ 4,000,000 | ||||||||||||
Equity method investments | 18,500,000 | $ 18,700,000 | ||||||||||||
Net income (loss) of equity investments | $ 700,000 | $ 900,000 | ||||||||||||
Current assets of equity method investment | $ 82,500,000 | $ 82,500,000 | 82,500,000 | 81,700,000 | ||||||||||
Current liabilities of equity method investment | 0 | 0 | 0 | 0 | ||||||||||
Noncurrent assets of equity method investment | 0 | 0 | 0 | 0 | ||||||||||
Noncurrent liabilities of equity method investment | 0 | 0 | 0 | 0 | ||||||||||
NANTibody [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Initial joint funding | $ 100,000,000 | |||||||||||||
Equity method investment ownership percentage | 40.00% | 40.00% | ||||||||||||
Initial joint funding contributed | $ 40,000,000 | |||||||||||||
Number Of Board Members | board_member | 3 | |||||||||||||
Cash and cash equivalents of equity method investment | 9,500,000 | 9,500,000 | 9,500,000 | $ 100,000,000 | $ 99,600,000 | |||||||||
Equity balance of equity method investments | 10,000,000 | 10,000,000 | 10,000,000 | 100,000,000 | ||||||||||
Decrease in cash and cash equivalent of equity method invests | 90,100,000 | |||||||||||||
Loss on equity investments | 36,000,000 | 36,000,000 | ||||||||||||
Equity method investments | $ 3,700,000 | $ 40,000,000 | ||||||||||||
Net income (loss) of equity investments | (1,100,000) | (600,000) | ||||||||||||
Current assets of equity method investment | 9,900,000 | 9,900,000 | 9,900,000 | 100,700,000 | ||||||||||
Current liabilities of equity method investment | 591,000 | 591,000 | 591,000 | $ 242,000 | ||||||||||
Noncurrent assets of equity method investment | 0 | 0 | 0 | |||||||||||
Noncurrent liabilities of equity method investment | $ 0 | $ 0 | $ 0 | |||||||||||
Nant Cell [Member] | NANTibody [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment ownership percentage | 60.00% | |||||||||||||
Initial joint funding contributed | $ 60,000,000 | |||||||||||||
Number Of Board Members | board_member | 2 | |||||||||||||
NANTibody [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number Of Board Members | board_member | 5 | |||||||||||||
NANTibody [Member] | Equity method investments [Member] | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Cash consideration to equity holders | $ 90,100,000 | |||||||||||||
IgDraSol Inc | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Upfront fee received from selling equity interests in IgDraSol | $ 90,100,000 | |||||||||||||
Restricted money to be funding two joint ventures | $ 60,000,000 | |||||||||||||
IgDraSol Inc | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Issuance of common stock upon acquisition, shares | shares | 3 | |||||||||||||
Cash consideration to equity holders | $ 380,000 | |||||||||||||
Total purchase consideration | $ 29,100,000 |
Equity Method Investments - N67
Equity Method Investments - NantStem (Details) - USD ($) | Oct. 13, 2015 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Jul. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investments | $ 76,994,000 | $ 32,999,000 | |||||
Nant Cancer Stem LLC [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Initial joint funding | $ 100,000,000 | ||||||
Initial joint funding contributed | $ 40,000,000 | ||||||
Equity method investment ownership percentage | 20.00% | 40.00% | |||||
Joint venture agreement second payment contribution | $ 20,000,000 | ||||||
Loss on equity investments | 0 | $ 4,000,000 | |||||
Equity method investment ownership percentage | 20.00% | ||||||
Equity method investments | $ 18,500,000 | $ 18,700,000 | |||||
Net income (loss) of equity investments | $ 700,000 | $ 900,000 | |||||
Current assets of equity method investment | 82,500,000 | 81,700,000 | |||||
Current liabilities of equity method investment | 0 | 0 | |||||
Noncurrent assets of equity method investment | 0 | 0 | |||||
Noncurrent liabilities of equity method investment | $ 0 | $ 0 | |||||
NantBioScience, Inc. [Member] | Nant Cancer Stem LLC [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Initial joint funding contributed | $ 60,000,000 | ||||||
Equity method investment ownership percentage | 60.00% |
Equity Method Investments - Yuh
Equity Method Investments - Yuhan Agreement (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2016USD ($)antibody | |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investments | $ 32,999 | $ 76,994 | ||
ImmuneOncia Therapeutics, LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of monoclonal antibodies | antibody | 2 | |||
Equity method investment ownership percentage | 49.00% | 49.00% | ||
Equity method investments | $ 6,800 | $ 9,500 | ||
Difference between carrying amount and underlying equity | 1,000 | |||
Net income (loss) of equity investments | (5,400) | |||
Current assets of equity method investment | 7,400 | |||
Current liabilities of equity method investment | 129 | |||
Noncurrent assets of equity method investment | 8,800 | |||
Noncurrent liabilities of equity method investment | $ 33 | |||
Yuhan Corporation [Member] | Private Placement [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Gross proceeds of common stock and warrants | $ 10,000 | |||
Yuhan Corporation [Member] | ImmuneOncia Therapeutics, LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Initial investment | $ 10,000 | |||
Ownership percentage | 51.00% |
Equity Method Investments - Cel
Equity Method Investments - Celularity Transaction (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 26, 2017 | Aug. 15, 2017 | Aug. 14, 2017 | Jul. 06, 2017 | Jun. 14, 2017 | Jun. 12, 2017 | May 31, 2017 | Nov. 01, 2016 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investments | $ 32,999,000 | $ 76,994,000 | |||||||||||
Cost method investments | 237,008,000 | 112,008,000 | |||||||||||
Deferred revenue | 119,287,000 | 134,376,000 | |||||||||||
Sales and services | 11,269,000 | $ 3,102,000 | $ 3,060,000 | ||||||||||
Celularity Inc [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Amount loaned | $ 2,000,000 | $ 1,000,000 | $ 2,000,000 | $ 5,000,000 | |||||||||
Business acquisition, percentage of voting interests acquired | 25.00% | ||||||||||||
Equity method investments | $ 8,800,000 | ||||||||||||
Cost method investments | 125,000,000 | $ 125,000,000 | |||||||||||
Celularity Inc [Member] | Minimum [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Equity method investment ownership percentage | 25.00% | ||||||||||||
Celularity Inc [Member] | License and transfer agreement [Member] | Former equity method investee [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Percentage of initial payment from related party | 50.00% | ||||||||||||
Initial payment from related party | $ 200,000,000 | ||||||||||||
Percentage of sublicense revenue from related party | 20.00% | ||||||||||||
Revenue from related parties | $ 116,200,000 | ||||||||||||
Deferred revenue | $ 5,000,000 | ||||||||||||
Sales and services | $ 1,700,000 | ||||||||||||
Operating expenses of equity method investment | $ 4,100,000 |
Equity Method Investments - Sha
Equity Method Investments - Shanghai Three (Details) - USD ($) | Mar. 07, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 32,999,000 | $ 76,994,000 | |
TNK Therapeutics [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Gross proceeds of common stock and warrants | $ 10,000,000 | ||
Upfront payments received | 1,000,000 | ||
Common class A [Member] | TNK Therapeutics [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Common stock to be issued, value | $ 4,000,000 | ||
Shanghai Three [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment ownership percentage | 25.00% | ||
Equity method investments | $ 3,800,000 | 2,800,000 | |
Operating expenses of equity method investment | 0 | ||
Current assets of equity method investment | 400,000 | 500,000 | |
Noncurrent assets of equity method investment | 5,300,000 | 5,100,000 | |
Current liabilities of equity method investment | 2,800,000 | 3,000,000 | |
Noncurrent liabilities of equity method investment | $ 2,000,000 | $ 2,000,000 |
Equity Method Investments - 3SB
Equity Method Investments - 3SBio Term Sheet (Details) | 1 Months Ended | ||
Jun. 30, 2016USD ($) | Dec. 31, 2017USD ($)CAR | Dec. 31, 2016USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 32,999,000 | $ 76,994,000 | |
3SBio [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of CARs for cellular therapy | CAR | 2 | ||
Ownership percentage | 51.00% | ||
Equity method investments | $ 0 | ||
3SBio [Member] | Private Placement [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Gross proceeds of common stock and warrants | $ 10,000,000 | ||
3SBio [Member] | TNK Therapeutics [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Initial investment | $ 10,000,000 | ||
Ownership percentage in joint venture | 49.00% |
Goodwill and Intangible Asset72
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Goodwill | $ 38,298,000 | $ 38,298,000 | $ 41,548,000 |
Goodwill, impairment | $ 0 | 0 | 0 |
Patent rights [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Amortization expense | $ 2,143,000 | 405,000 | |
Acquired technology [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Estimated useful life of intangible asset | 19 years | ||
Amortization expense | $ 176,000 | 176,000 | |
Customer relationships [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Estimated useful life of intangible asset | 5 years | ||
Amortization expense | $ 291,000 | $ 264,000 | |
Weighted average [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Identifiable intangible assets, weighted average life | 15 years | ||
Minimum [Member] | Patent rights [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Estimated useful life of intangible asset | 15 years | ||
Maximum [Member] | Patent rights [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Estimated useful life of intangible asset | 19 years |
Goodwill and Intangible Asset73
Goodwill and Intangible Assets - Summary of Changes in Company's Recorded Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning Balance | $ 41,548 |
Scilex Acquisition Adjustment | (4,645) |
Goodwill Acquired from Virttu Acquisition | 1,395 |
Ending Balance | $ 38,298 |
Goodwill and Intangible Asset74
Goodwill and Intangible Assets - Summary of Company's Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 75,375 | $ 66,519 |
Accumulated Amortization | 4,362 | 1,753 |
Intangibles, net | 71,013 | 64,766 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,585 | 1,585 |
Accumulated Amortization | 1,091 | 801 |
Intangibles, net | 494 | 784 |
Acquired technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,410 | 3,410 |
Accumulated Amortization | 709 | 533 |
Intangibles, net | 2,701 | 2,877 |
Acquired in-process research and development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 37,660 | 25,404 |
Accumulated Amortization | 0 | 0 |
Intangibles, net | 37,660 | 25,404 |
Patent rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32,720 | 36,120 |
Accumulated Amortization | 2,562 | 419 |
Intangibles, net | $ 30,158 | $ 35,701 |
Goodwill and Intangible Asset75
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 3,697 | |
2,019 | 3,807 | |
2,020 | 3,807 | |
2,021 | 5,002 | |
2,022 | 5,002 | |
Thereafter | 49,698 | |
Intangibles, net | $ 71,013 | $ 64,766 |
Significant Agreements and Co76
Significant Agreements and Contracts - License Agreement with Les Laboratoires Servier (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jul. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Royalties and licenses | $ 140,381 | $ 4,017 | $ 0 | ||
Les Laboratoires Servier [Member] | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Non-refundable up-front payment | $ 27,400 | ||||
Upfront payment period for recognition | 3 years | ||||
Royalties and licenses | $ 16,700 | $ 23,600 |
Significant Agreements and Co77
Significant Agreements and Contracts - License Agreement with Mabtech Limited (Details) - Mabtech Limited [Member] $ in Millions | 1 Months Ended | |||
Dec. 31, 2017USD ($) | Jun. 30, 2016USD ($) | Feb. 29, 2016USD ($) | Aug. 31, 2015USD ($)antibody | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Number of monoclonal antibodies | antibody | 4 | |||
Additional payment for licensing agreement | $ 10 | |||
Aggregate purchase price of common stock warrants | $ 10 | |||
License fees payable | $ 125 | |||
Acquired in progress research and development expense [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Initial payment for licensing agreement | $ 10 | |||
Additional payment for licensing agreement | $ 25 | $ 30 |
Significant Agreements and Co78
Significant Agreements and Contracts - Immunotherapy Research Collaboration Agreement (Details) - USD ($) $ in Thousands | Mar. 07, 2016 | Apr. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Stock-based compensation | $ 4,952 | $ 4,741 | $ 6,972 | ||||
Acquisition consideration payable | $ 53,209 | $ 48,362 | 53,209 | 48,362 | |||
Acquired in-process research and development | 26,102 | 45,000 | $ 24,013 | ||||
TNK Therapeutics [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Gross proceed from shares issued | $ 10,000 | ||||||
Roger Williams Medical Center [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Upfront payment period for recognition | 5 years | ||||||
Acquired in-process research and development | $ 170 | $ 170 | $ 679 | $ 453 | |||
Roger Williams Medical Center [Member] | Common class A [Member] | TNK Therapeutics [Member] | |||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||
Stock-based compensation | $ 6,000 | ||||||
Gross proceed from shares issued | 20,000 | ||||||
Acquisition consideration payable | $ 3,400 |
Significant Agreements and Co79
Significant Agreements and Contracts - License Agreement with NantCell (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | ||
Apr. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Cost-method investments, aggregate carrying amount | $ 237,008 | $ 112,008 | |
Nant Cell [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Common stock received | 10 | ||
Vested equity received | $ 100,000 | ||
Cost-method investments, aggregate carrying amount | $ 100,000 | ||
Nant Cell [Member] | Upfront payment [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Deferred revenue | $ 10,000 | ||
Nant Cell [Member] | Maximum [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Royalty rate percent of net sales | 5.00% |
Significant Agreements and Co80
Significant Agreements and Contracts - License Agreement with the Scripps Research Institute (Details) - TSRI License [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Terminate notice of license | 60 days | ||
General and administrative expenses [Member] | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Patent prosecution and maintenance costs | $ 0 | $ 106 | $ 123 |
Significant Agreements and Co81
Significant Agreements and Contracts - NIH Grants (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Grant revenue recognized as the related costs and expenses incurred | $ 206 | $ 1,033 | $ 1,530 | |||
Staph Grant III Award [Member] | ||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||
Period of grant | 2 years | |||||
Period of grant subsequently extended | 1 year | |||||
Amount of grant awards | $ 1,000 | |||||
Grant revenue recognized as the related costs and expenses incurred | $ 0 | $ 107 | $ 206 | $ 699 |
Significant Agreements and Co82
Significant Agreements and Contracts - Termination of Binding Term Sheet Regarding Acquisition of Semnur Pharmaceuticals, Inc. (Details) $ in Millions | 17 Months Ended |
Dec. 31, 2017USD ($) | |
Semnur Pharmaceuticals, Inc. [Member] | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Other research and development expense | $ 6.9 |
Loan and Security Agreement a83
Loan and Security Agreement and Convertible Notes - Narrative (Details) | Dec. 21, 2017USD ($)$ / sharesshares | Nov. 06, 2017USD ($) | Mar. 23, 2017USD ($) | Mar. 15, 2017USD ($) | Nov. 23, 2016USD ($)$ / sharesshares | Nov. 22, 2016USD ($) | Apr. 30, 2017USD ($) | Oct. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2013USD ($)bank$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2014USD ($)bank |
Debt Instrument [Line Items] | ||||||||||||||
Principal amount of loan agreement | $ 5,000,000 | |||||||||||||
Number of banks provided term loan | bank | 2 | 2 | ||||||||||||
Repayment of outstanding equipment loan balance | $ 762,000 | $ 53,157,000 | $ 9,451,000 | $ 0 | ||||||||||
Warrant received to purchase aggregate of common stock - shares | shares | 460,123 | 34,642 | 31,250 | |||||||||||
Warrant received to purchase aggregate of common stock - exercise price (USD per share) | $ / shares | $ 4.89 | $ 12.99 | $ 8 | |||||||||||
Warrant exercisable period | 7 years | 7 years | ||||||||||||
Debt discount | 12,669,000 | |||||||||||||
Amended and restated principal amount of loan agreement | $ 5,000,000 | $ 12,500,000 | ||||||||||||
Stated interest rate on debt instrument | 7.95% | |||||||||||||
Pre payment fee in connection with the repayment and discharge of indebtedness | $ 49,000 | |||||||||||||
Face value of loan amount | 50,000,000 | |||||||||||||
Proceeds from issuance of common stock, net | 57,928,000 | 107,986,000 | 0 | |||||||||||
Warrants exercisable | shares | 306,748 | |||||||||||||
Loss on debt extinguishment | 4,275,000 | $ 222,000 | $ 0 | |||||||||||
Unamortized debt discount | $ 44,800,000 | 44,705,000 | ||||||||||||
Beneficial conversion feature of convertible debt | 32,062,000 | |||||||||||||
Carrying Value [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt obligations | 5,200,000 | |||||||||||||
2017 Warrants [Member] | Private Placement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrant exercisable period | 5 years 6 months | |||||||||||||
Number of common stock shares called by warrants | shares | 12,121,210 | |||||||||||||
Warrant exercise price per share (USD per share) | $ / shares | $ 2.61 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Proceeds from issuance of common stock, net | $ 43,100,000 | |||||||||||||
Loan and security agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unrestricted cash covenant requirement for long-term debt | $ 20,000,000 | |||||||||||||
Amended loan and security agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Unrestricted cash covenant requirement for long-term debt | $ 8,000,000 | |||||||||||||
Term Loan [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Amended and restated principal amount of loan agreement | $ 75,000,000 | |||||||||||||
Payments of debt issuance costs | $ 1,500,000 | |||||||||||||
Repayments of long-term debt | $ 10,000,000 | $ 20,000,000 | ||||||||||||
Term Loan: tranche one [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Face value of loan amount | 50,000,000 | |||||||||||||
Term Loan: tranche two [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Available of borrowing amount | $ 25,000,000 | |||||||||||||
Convertible Notes [Member] | Convertible Debt [Member] | Private Placement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stated interest rate on debt instrument | 5.00% | |||||||||||||
Face value of loan amount | $ 50,000,000 | |||||||||||||
Threshold amount of outstanding principal in converting Purchaser's Note | $ 4,000,000 | |||||||||||||
Conversion price (USD per share) | $ / shares | $ 2.26875 | |||||||||||||
Line of credit [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt discount | $ 322,000 | $ 215,000 | ||||||||||||
Level 2 | Fair Value [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt obligations | $ 89,500,000 |
Loan and Security Agreement a84
Loan and Security Agreement and Convertible Notes - Schedule of Long-Term Debt and Unamortized Discount Balances (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Debt Disclosure [Abstract] | |
Principal amount | $ 50,000,000 |
Debt discount - warrant | (12,669,000) |
Debt discount - beneficial conversion feature | (32,062,000) |
Capitalized debt issuance costs | (84,000) |
Accretion of debt issuance costs and other | 0 |
Accretion of debt discount | 26,000 |
Balance at December 31, 2017 | $ 5,211,000 |
Loan and Security Agreement a85
Loan and Security Agreement and Convertible Notes - Future Minimum Payments under the Loan and Security Agreement (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 21, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | |||
Amount due in 2018 | $ 2,366 | ||
Amount due in 2019 | 2,500 | ||
Amount due in 2020 | 2,500 | ||
Amount due in 2021 | 2,500 | ||
Amount due in 2022 | 2,500 | ||
Amount due in 2023 | 50,134 | ||
Total future minimum payments | 62,500 | ||
Unpaid interest | (12,500) | ||
Unamortized debt discount | (44,705) | $ (44,800) | |
Capitalized debt issuance costs | (84) | ||
Total minimum payment | 5,211 | $ 47,107 | |
Current portion | 0 | $ (209) | |
Long-term debt | $ 5,211 |
Stockholders' Equity - 2009 Non
Stockholders' Equity - 2009 Non-Employee Director Grants (Details) - Non Employee Directors - 2009 Non-Employee Director Grants [Member] - $ / shares | Sep. 30, 2009 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for issuance | 8,000 | |
Outstanding options vesting anniversary period | 1 year | |
Shares available for grant | 0 | |
Option outstanding (in shares) | 3,200 | |
Weighted-average exercise price (USD per share) | $ 1.12 | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding options exercisable period | 10 years |
Stockholders' Equity - 2009 Sto
Stockholders' Equity - 2009 Stock Incentive Plan (Details) - 2009 Stock Incentive Plan [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, shares authorized | 11,260,000 | |||
Outstanding options exercisable period | 10 years | |||
Employee option grants vested | 25.00% | |||
Aggregate intrinsic value of options exercised | $ 0 | $ 194,000 | $ 2,411,000 | |
Unrecognized compensation cost related to unvested stock option grants | $ 7,717,000 | |||
Period for recognized compensation cost | 2 years 11 months 6 days | |||
Employee and Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 4,423,000 | 4,354,000 | 5,198,000 | |
Non-employee consultants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 228,000 | $ 198,000 | $ 1,481,000 | |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding options vesting anniversary period | 3 years |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Details) - 2009 Stock Incentive Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Options Outstanding | ||||
Option Outstanding Beginning Balance (in shares) | 4,332,876 | 2,957,616 | 2,231,800 | |
Options Granted (in shares) | 3,200,100 | 2,034,050 | 1,378,600 | |
Options Canceled (in shares) | (1,189,576) | (544,098) | (376,072) | |
Options Exercised (in shares) | 0 | (114,692) | (276,712) | |
Option Outstanding Ending Balance (in shares) | 6,343,400 | 4,332,876 | 2,957,616 | |
Weighted- Average Exercise Price | ||||
Weighted Average Exercise Price, Beginning Balance (USD per share) | $ 7.86 | $ 8.95 | $ 6.34 | |
Options Granted (USD per share) | 1.83 | 6.34 | 12.03 | |
Options Canceled (USD per share) | 8.41 | 8.77 | 6.84 | |
Options Exercised (USD per share) | 0 | 4.71 | 6.14 | |
Weighted Average Exercise Price, Ending Balance (USD per share) | $ 4.74 | $ 7.86 | $ 8.95 | |
Aggregate Intrinsic Value, Beginning Balance | $ 6,290 | $ 427 | $ 4,506 | $ 8,323 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Employee Stock Options (Details) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value | $ 1.28 | $ 5.86 | $ 12.03 |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 81.00% | 75.00% | 75.00% |
Risk-free interest rate | 1.92% | 1.49% | 1.67% |
Expected life of options | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stockholders' Equity - Summar90
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Details) | Dec. 31, 2017shares |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 32,990,232 |
Underwriters Agreement [Member] | Warrant [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 182,600 |
Loan and security agreement [Member] | Warrant [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 65,892 |
Hercules Securities Agreement [Member] | Warrant [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 306,748 |
Convertible Notes [Member] | Warrant [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 12,121,210 |
Private Placement [Member] | Warrant [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 4,153,620 |
Non-Employee Director Plan [Member] | Employee Stock Option [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 3,200 |
2009 Stock Incentive Plan [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 10,782,096 |
BDL [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 309,916 |
Scilex Acquisition Agreement [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 1,381,346 |
Virttu Acquisition Agreement [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 3,603,604 |
Assignment Agreement [Member] | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance | 80,000 |
Stockholders' Equity - 2017 Sto
Stockholders' Equity - 2017 Stock Option Plans (Details) - shares | 1 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 32,990,232 | |
2017 Stock Options Plans [Member] | Scilex Pharmaceuticals, Inc [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Granted (in shares) | 1,000,000 | |
Option outstanding (in shares) | 800,000 | |
2017 Stock Options Plans [Member] | Scilex Pharmaceuticals, Inc [Member] | Common class A [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 4,000,000 | |
2017 Stock Options Plans [Member] | Scilex Pharmaceuticals, Inc [Member] | Vesting in the first year [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting right (percent) | 25.00% | |
2017 Stock Options Plans [Member] | Scilex Pharmaceuticals, Inc [Member] | Vesting per quarter [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting right (percent) | 2.08% |
Stockholders' Equity - 2015 Sto
Stockholders' Equity - 2015 Stock Option Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 29, 2017 | Nov. 30, 2015 | Oct. 31, 2015 | May 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 32,990,232 | |||||
2015 Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Accelerated compensation cost | $ 281 | |||||
2015 Stock Incentive Plan [Member] | Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 0 | $ 166 | ||||
Unrecognized compensation cost related to unvested stock option and warrant grants | $ 0 | |||||
Period for recognized compensation cost | 3 years 6 months | |||||
2015 Stock Incentive Plan [Member] | Non-employee consultants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 156 | $ 189 | ||||
2015 Stock Incentive Plan [Member] | Directors and non-employee consultants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Dividend yield | 0.00% | |||||
Risk-free interest rate, minimum | 1.39% | |||||
Risk-free interest rate, maximum | 2.24% | |||||
Expected volatility, minimum | 76.00% | |||||
Expected volatility, maximum | 77.00% | |||||
2015 Stock Incentive Plan [Member] | Minimum [Member] | Directors and non-employee consultants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected life of options | 4 years | |||||
2015 Stock Incentive Plan [Member] | Maximum [Member] | Directors and non-employee consultants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected life of options | 6 years 1 month 6 days | |||||
2015 Stock Incentive Plan [Member] | TNK Therapeutics [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options Granted (in shares) | 500,000 | 3,600,000 | ||||
Stock options, contractual term | 10 years | |||||
Options Canceled (in shares) | 1,600,000 | |||||
Option outstanding (in shares) | 1,400,000 | |||||
Warrant shares exercisable | 4,000,000 | |||||
Warrant exercise price per share (USD per share) | $ 0.01 | |||||
2015 Stock Incentive Plan [Member] | TNK Therapeutics [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options vesting anniversary period | 2 years | |||||
Warrant exercisable period | 40 months | |||||
2015 Stock Incentive Plan [Member] | TNK Therapeutics [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options vesting anniversary period | 4 years | |||||
Warrant exercisable period | 4 years | |||||
2015 Stock Incentive Plan [Member] | TNK Therapeutics [Member] | Common class A [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 10,000,000 | |||||
2015 Stock Incentive Plan [Member] | TNK Therapeutics [Member] | Class B [Member] | CEO [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant granted to purchase common stock (in shares) | 9,500,000 | |||||
Voting rights, number of shares per vote | 10 | |||||
2015 Stock Incentive Plan [Member] | L A Cell [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options Granted (in shares) | 2,900,000 | |||||
Stock options, contractual term | 10 years | |||||
Options Canceled (in shares) | 1,500,000 | |||||
Option outstanding (in shares) | 600,000 | |||||
Warrant shares exercisable | 4,000,000 | |||||
Warrant exercise price per share (USD per share) | $ 0.01 | |||||
2015 Stock Incentive Plan [Member] | L A Cell [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options vesting anniversary period | 2 years | |||||
Warrant exercisable period | 40 months | |||||
2015 Stock Incentive Plan [Member] | L A Cell [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options vesting anniversary period | 4 years | |||||
Warrant exercisable period | 4 years | |||||
2015 Stock Incentive Plan [Member] | L A Cell [Member] | Common class A [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 10,000,000 | |||||
2015 Stock Incentive Plan [Member] | L A Cell [Member] | Class B [Member] | CEO [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant granted to purchase common stock (in shares) | 9,500,000 | |||||
Voting rights, number of shares per vote | 10 | |||||
2015 Stock Incentive Plan [Member] | Concortis Biosystems, Corp. [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options Granted (in shares) | 1,800,000 | |||||
Stock options, contractual term | 10 years | |||||
Options Canceled (in shares) | 1,600,000 | |||||
Option outstanding (in shares) | 100,000 | |||||
Warrant shares exercisable | 4,000,000 | |||||
Warrant exercise price per share (USD per share) | $ 0.25 | |||||
2015 Stock Incentive Plan [Member] | Concortis Biosystems, Corp. [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options vesting anniversary period | 2 years | |||||
Warrant exercisable period | 40 months | |||||
2015 Stock Incentive Plan [Member] | Concortis Biosystems, Corp. [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options vesting anniversary period | 4 years | |||||
Warrant exercisable period | 4 years | |||||
2015 Stock Incentive Plan [Member] | Concortis Biosystems, Corp. [Member] | Common class A [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 10,000,000 | |||||
2015 Stock Incentive Plan [Member] | Concortis Biosystems, Corp. [Member] | Class B [Member] | CEO [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant granted to purchase common stock (in shares) | 9,500,000 | |||||
Voting rights, number of shares per vote | 10 | |||||
2015 Stock Incentive Plan [Member] | Scintilla Pharmaceuticals, Inc [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options, contractual term | 10 years | |||||
Options Canceled (in shares) | 800,000 | |||||
Option outstanding (in shares) | 100,000 | |||||
Warrant shares exercisable | 4,000,000 | |||||
Warrant exercise price per share (USD per share) | $ 0.01 | |||||
2015 Stock Incentive Plan [Member] | Scintilla Pharmaceuticals, Inc [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options vesting anniversary period | 2 years | |||||
Warrant exercisable period | 40 months | |||||
2015 Stock Incentive Plan [Member] | Scintilla Pharmaceuticals, Inc [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options vesting anniversary period | 4 years | |||||
Warrant exercisable period | 4 years | |||||
2015 Stock Incentive Plan [Member] | Scintilla Pharmaceuticals, Inc [Member] | Common class A [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 10,000,000 | |||||
Options Granted (in shares) | 2,100,000 | |||||
2015 Stock Incentive Plan [Member] | Scintilla Pharmaceuticals, Inc [Member] | Class B [Member] | CEO [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant granted to purchase common stock (in shares) | 9,500,000 | |||||
Voting rights, number of shares per vote | 10 | |||||
2015 Stock Incentive Plan [Member] | Sorrento Biologics, Inc [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options Granted (in shares) | 2,600,000 | |||||
Stock options, contractual term | 10 years | |||||
Options Canceled (in shares) | 1,300,000 | |||||
Option outstanding (in shares) | 75,000 | |||||
Warrant shares exercisable | 4,000,000 | |||||
Warrant exercise price per share (USD per share) | $ 0.01 | |||||
2015 Stock Incentive Plan [Member] | Sorrento Biologics, Inc [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options vesting anniversary period | 2 years | |||||
Warrant exercisable period | 40 months | |||||
2015 Stock Incentive Plan [Member] | Sorrento Biologics, Inc [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Outstanding options vesting anniversary period | 4 years | |||||
Warrant exercisable period | 4 years | |||||
2015 Stock Incentive Plan [Member] | Sorrento Biologics, Inc [Member] | Common class A [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 10,000,000 | |||||
2015 Stock Incentive Plan [Member] | Sorrento Biologics, Inc [Member] | Class B [Member] | CEO [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrant granted to purchase common stock (in shares) | 9,500,000 | |||||
Voting rights, number of shares per vote | 10 |
Stockholders' Equity - 2014 Sto
Stockholders' Equity - 2014 Stock Option Plan (Details) - 2014 Stock Option Plan [Member] - Directors and consultants [Member] - Ark Animal Health, Inc. [Member] - USD ($) shares in Thousands | Aug. 29, 2017 | May 31, 2014 | Dec. 31, 2016 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Granted (in shares) | 600 | |||
Outstanding options vesting anniversary period | 1 year | |||
Stock options, contractual term | 10 years | |||
Options Canceled (in shares) | 135 | |||
Option outstanding (in shares) | 88 | |||
Stock-based compensation | $ 0 | |||
Unrecognized compensation cost related to unvested stock option grants | $ 0 |
Derivative Liability (Details)
Derivative Liability (Details) - USD ($) | Oct. 13, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative [Line Items] | |||||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 | |||
Loss on derivative liability | $ 3,400,000 | ||||
Derivative liability | $ 5,500,000 | $ 0 | |||
Gain on derivative liability | $ 5,500,000 | ||||
NantKwest [Member] | |||||
Derivative [Line Items] | |||||
Number of common shares held | 5,600,000 | ||||
Common stock, par value (USD per share) | $ 0.0001 | ||||
Call Option [Member] | |||||
Derivative [Line Items] | |||||
Contractual option premium associated with option agreement | $ 0 | ||||
Call Option [Member] | Cambridge Equities LP [Member] | |||||
Derivative [Line Items] | |||||
Underlying maximum shares | 2,000,000 | ||||
Number of shares right to purchase | 2,000,000 | ||||
Strike price per share | $ 15.295 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | Mar. 05, 2018USD ($) | Dec. 22, 2017USD ($) | Sep. 08, 2016USD ($) | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Other Commitments [Line Items] | ||||||
Security deposit | $ | $ 1,482 | |||||
Rental expense paid | $ | $ 3,237 | $ 2,054 | $ 1,630 | |||
Corporate office and laboratory space [Member] | San Diego, California [Member] | ||||||
Other Commitments [Line Items] | ||||||
Leased office space | 43,000 | |||||
Additional, leased office space | 76,700 | |||||
Corporate office and laboratory space [Member] | Suzhou, China [Member] | ||||||
Other Commitments [Line Items] | ||||||
Leased office space | 25,381 | |||||
Laboratory and office space [Member] | San Diego, California [Member] | ||||||
Other Commitments [Line Items] | ||||||
Leased office space | 6,350 | |||||
Office space [Member] | San Diego, California [Member] | ||||||
Other Commitments [Line Items] | ||||||
Leased office space | 1,405 | |||||
Office space [Member] | Pennsylvania [Member] | ||||||
Other Commitments [Line Items] | ||||||
Additional, leased office space | 2,734 | |||||
Office space [Member] | California [Member] | ||||||
Other Commitments [Line Items] | ||||||
Additional, leased office space | 1,405 | |||||
Office, laboratory and storage space [Member] | Scotland [Member] | ||||||
Other Commitments [Line Items] | ||||||
Leased office space | 2,312 | |||||
Offices, facilities for cGMP fill and finish and storage space [Member] | San Diego, California [Member] | ||||||
Other Commitments [Line Items] | ||||||
Additional, leased office space | 36,400 | |||||
Yuhan Agreement Claim [Member] | Pending Litigation [Member] | ||||||
Other Commitments [Line Items] | ||||||
Loss contingency, amount of attorneys' fees and expenses sought | $ | $ 5,000 | |||||
Yuhan Agreement Claim [Member] | Pending Litigation [Member] | Subsequent event [Member] | ||||||
Other Commitments [Line Items] | ||||||
Company counter offer attorney's fees to be awarded amount | $ | $ 850 | |||||
Yuhan Agreement Claim [Member] | ||||||
Other Commitments [Line Items] | ||||||
Aggregate purchase price of common stock warrants | $ | $ 10,000 |
Commitments and Contingencies96
Commitments and Contingencies - Summary of Minimum Future Non-Cancelable Annual Operating Lease Obligations (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 5,304 |
2,019 | 5,287 |
2,020 | 5,315 |
2,021 | 4,949 |
2,022 | 5,004 |
Thereafter | 15,399 |
Total | $ 41,258 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ (366) | $ (1,785) | $ 2,500 |
State | 14 | (600) | 621 |
Foreign | 30 | 0 | 0 |
Total current income tax expense (benefit) | (322) | (2,385) | 3,121 |
Deferred: | |||
Federal | (33,178) | 3,554 | 32,378 |
State | (2,538) | (2,065) | 815 |
Total deferred income tax expense (benefit) | (35,716) | 1,489 | 33,193 |
Total income tax provision expense (benefit) | $ (36,038) | $ (896) | $ 36,314 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Net Deferred Tax Liabilities and Related Valuation Allowance (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Amortization of intangibles | $ 21,862 | $ 32,032 |
Deferred revenue | 34,754 | 44,754 |
Tax credit carryforwards | 10,160 | 5,693 |
Net operating loss carryforwards and credits | 21,172 | 6,237 |
Stock based compensation | 1,743 | 3,898 |
Accrued expenses and other | 1,877 | 1,558 |
Total deferred tax assets | 91,568 | 94,172 |
Less valuation allowance | (43,405) | (81,039) |
Total deferred tax assets | 48,163 | 13,133 |
Deferred tax liabilities: | ||
Amortization of intangibles | (15,225) | (25,433) |
Depreciation | (757) | (1,530) |
Investment in common stock | (47,716) | (39,408) |
Other | (63,698) | (66,371) |
Net deferred tax liabilities | $ (15,535) | $ (53,238) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation Between Federal Income Tax and Company Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at federal statutory rate | $ (8,725) | $ (23,357) | |
State, net of federal tax benefit | (834) | (1,522) | |
Other permanent differences | 1,290 | 2,882 | |
Incentive stock compensation | 1,025 | 767 | |
IgDraSol transaction | 408 | 0 | |
Other | 715 | 120 | |
Return to provision adjustment | (42) | (16) | |
Acquired in-process research and development | 71 | (2,360) | |
Change in Federal rate | 10,006 | 0 | |
Change in State rate | 810 | (172) | |
Research tax credits | (4,051) | (2,318) | |
Uncertain tax positions | 1,027 | (1,836) | |
Prior year true-ups and carrybacks | (1,095) | 4,133 | |
Stock compensation true-up | 1,788 | 0 | |
Change in valuation allowance | (38,431) | 22,783 | |
Total income tax provision expense (benefit) | $ (36,038) | $ (896) | $ 36,314 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 43,405,000 | $ 81,039,000 |
Unrecognized tax benefits that would impact effective tax rate | 90,000 | |
Interest recognized | 0 | |
Provisional income tax expense (benefit) related to deferred tax assets and liabilities | 10,000,000 | |
Decrease in deferred tax assets valuation allowance | 38,400,000 | |
IRS [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 72,500,000 | |
IRS [Member] | Research tax credit carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credits | 8,900,000 | |
State and local jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 55,900,000 | |
State and local jurisdiction [Member] | Research tax credit carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credits | $ 4,300,000 |
Income Taxes - Summary of Re101
Income Taxes - Summary of Reconciliation of Unrecognized Tax Expense (Benefits) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits balance at December 31, 2016 | $ 2,389 |
Increase related to current year tax positions | 1,436 |
Increase related to prior year tax positions | 58 |
Settlements | 0 |
Lapse in statute of limitations | 0 |
Unrecognized tax benefits balance at December 31, 2017 | $ 3,883 |
Related Party Agreements and102
Related Party Agreements and Other (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | ||||||
Jun. 30, 2016 | Jul. 31, 2015 | May 31, 2015 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 08, 2016 | Apr. 30, 2015 | |
Related Party Transaction [Line Items] | ||||||||
Cost method investments | $ 237,008 | $ 112,008 | ||||||
Equity method investments | 32,999 | 76,994 | ||||||
ImmuneOncia Therapeutics, LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity method investments | $ 6,800 | $ 9,500 | ||||||
NantBioScience, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares acquired | 1 | |||||||
Cost method investments | $ 10,000 | |||||||
Nant Cell [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments to acquire interest in joint venture | $ 40,000 | |||||||
Non-refundable up-front payment | 10,000 | |||||||
Vested equity received | $ 100,000 | |||||||
Yuhan Corporation [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gross proceeds of common stock and warrants | $ 10,000 | |||||||
3SBio [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gross proceeds of common stock and warrants | $ 10,000 | |||||||
NantPharma [Member] | Stocksale and purchase agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Upfront payments received | $ 90,050 | |||||||
Regulatory and sales milestones payment receivable | $ 1,200,000 | |||||||
Scilex Pharmaceuticals, Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Business acquisition, percentage of voting interests acquired | 72.00% |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |||
401(k) plan, Employer contribution amount | $ 658 | $ 424 | $ 237 |
Quarterly Financial Data (Un104
Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Data (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Revenues | $ 20,407 | $ 121,910 | $ 4,665 | $ 4,874 | $ 4,019 | $ 2,243 | $ 902 | $ 988 | $ 151,856 | $ 8,152 | $ 4,590 | ||
Operating costs and expenses | 55,205 | 24,993 | 18,123 | 28,200 | 21,823 | 14,491 | 45,613 | 23,002 | $ 68,600 | $ 83,100 | 126,521 | 104,929 | 78,595 |
Net income (loss) attributable to Sorrento | $ 48,444 | $ (2,061) | $ (14,187) | $ (23,064) | $ (17,859) | $ 15,891 | $ (43,305) | $ (15,650) | $ (59,000) | $ (43,100) | $ 9,132 | $ (60,923) | $ (45,811) |
Net income (loss) per share - basic (USD per share) | $ 0.60 | $ (0.03) | $ (0.20) | $ (0.45) | $ 0.13 | $ (1.21) | $ (1.24) | ||||||
Net income (loss) per share - diluted (USD per share) | $ 0.58 | $ (0.03) | $ (0.20) | $ (0.45) | $ 0.13 | (1.21) | $ (1.24) | ||||||
Net income (loss) per share - basic and diluted (USD per share) | $ (0.30) | $ 0.24 | $ (0.93) | $ (0.41) | $ (1.40) | $ (0.91) | $ (1.21) | ||||||
Weighted-average shares used during period - basic per share attributable to Sorrento (in shares) | 80,486 | 76,887 | 70,302 | 50,886 | 58,634 | 66,193 | 46,498 | 37,965 | 69,742 | 50,360 | 36,909 | ||
Weighted-average shares - diluted (shares) | 82,996 | 76,888 | 70,302 | 50,886 | 58,634 | 66,527 | 46,498 | 37,965 | 70,381 | 50,360 | 36,909 |
Quarterly Financial Data (Un105
Quarterly Financial Data (Unaudited) - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Adjustment to gain on contingent liabilities | $ 0 | $ (8,121) | $ 0 | ||||||||||
Research and development expenses | 55,532 | 42,175 | 31,343 | ||||||||||
Operating costs and expenses | $ 55,205 | $ 24,993 | $ 18,123 | $ 28,200 | $ 21,823 | $ 14,491 | $ 45,613 | $ 23,002 | $ 68,600 | $ 83,100 | 126,521 | 104,929 | 78,595 |
Net income (loss) attributable to Sorrento | $ 48,444 | $ (2,061) | $ (14,187) | $ (23,064) | $ (17,859) | $ 15,891 | $ (43,305) | $ (15,650) | $ (59,000) | $ (43,100) | $ 9,132 | $ (60,923) | $ (45,811) |
Net loss per share - basic and diluted per share attributable to Sorrento (USD per share) | $ (0.30) | $ 0.24 | $ (0.93) | $ (0.41) | $ (1.40) | $ (0.91) | $ (1.21) | ||||||
Restatement adjustment [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Adjustment to gain on contingent liabilities | $ 1,700 | $ 1,700 | $ 2,700 | ||||||||||
Research and development expenses | 200 | 100 | |||||||||||
Gain on contingent consideration | 991 | ||||||||||||
Previously reported [Member] | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Operating costs and expenses | 16,000 | 47,300 | 25,700 | $ 73,000 | $ 89,000 | ||||||||
Net income (loss) attributable to Sorrento | $ 14,400 | $ (44,900) | $ (18,400) | $ (63,300) | $ (48,900) | ||||||||
Net loss per share - basic and diluted per share attributable to Sorrento (USD per share) | $ 0.22 | $ (0.97) | $ (0.48) | $ (1.50) | $ (1.03) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||
Net income (loss) | $ 48,444 | $ (2,061) | $ (14,187) | $ (23,064) | $ (17,859) | $ 15,891 | $ (43,305) | $ (15,650) | $ (59,000) | $ (43,100) | $ 9,132 | $ (60,923) | $ (45,811) |
Net Income Adjusted for Tax-Effected Interest on Convertible Notes | (71) | 0 | 0 | ||||||||||
Adjust Net Income | $ 9,061 | $ (60,923) | $ (45,811) | ||||||||||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||||||||||
Denomiator for Basic Earnings Per Share | 80,486,000 | 76,887,000 | 70,302,000 | 50,886,000 | 58,634,000 | 66,193,000 | 46,498,000 | 37,965,000 | 69,742,000 | 50,360,000 | 36,909,000 | ||
Stock Options | 8,000 | 0 | 0 | ||||||||||
Convertible Notes | 604,000 | 0 | 0 | ||||||||||
Convertible Notes - Warrants | 27,000 | 0 | 0 | ||||||||||
Denominator for Diluted Earnings per Share – Adjusted for Dilutive Securities | 82,996,000 | 76,888,000 | 70,302,000 | 50,886,000 | 58,634,000 | 66,527,000 | 46,498,000 | 37,965,000 | 70,381,000 | 50,360,000 | 36,909,000 | ||
Net income (loss) per share - diluted (USD per share) | $ 0.58 | $ (0.03) | $ (0.20) | $ (0.45) | $ 0.13 | $ (1.21) | $ (1.24) | ||||||
Employee Stock Option [Member] | |||||||||||||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||||||||||
Antidilutive securities excluded from computation of EPS | 6,321,400 | 4,332,876 | 2,960,816 | ||||||||||
Warrant [Member] | |||||||||||||
Incremental Weighted Average Shares Attributable to Dilutive Effect [Abstract] | |||||||||||||
Antidilutive securities excluded from computation of EPS | 4,708,860 | 7,740,340 | 1,972,630 |
Subsequent Events (Details)
Subsequent Events (Details) - Scilex Pharmaceuticals, Inc [Member] - USD ($) $ in Millions | Feb. 28, 2018 | Sep. 11, 2017 | Nov. 08, 2016 |
Subsequent Event [Line Items] | |||
Total purchase consideration | $ 38.2 | ||
Issuance of common stock upon acquisition, shares | 754,930 | 754,911 | |
FDA approval [Member] | Subsequent event [Member] | |||
Subsequent Event [Line Items] | |||
Total purchase consideration | $ 38.2 | ||
Issuance of common stock upon acquisition, shares | 1,381,346 | ||
Cash consideration to equity holders | $ 24.5 |
Schedule II - Valuation and 108
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 81,039 | $ 39,605 | $ 25,350 |
Reserves Acquired | 797 | 0 | 0 |
Additions | 0 | 41,434 | 14,255 |
Deductions | (38,431) | 0 | 0 |
Balance at End of Period | 43,405 | 81,039 | 39,605 |
Valuation allowance of deferred tax assets [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 81,039 | 39,605 | 25,350 |
Reserves Acquired | 797 | 0 | 0 |
Additions | 0 | 41,434 | 14,255 |
Deductions | (38,431) | 0 | 0 |
Balance at End of Period | $ 43,405 | $ 81,039 | $ 39,605 |