Cover
Cover - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Oct. 22, 2019 | |
Cover page. | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Sep. 30, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-36150 | ||
Entity Registrant Name | SORRENTO THERAPEUTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 33-0344842 | ||
Entity Address, Address Line One | 4955 Directors Place | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | (858) | ||
Local Phone Number | 203-4100 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | SRNE | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 141,871,384 | ||
Entity Central Index Key | 0000850261 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | Q3 | ||
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 34,649 | $ 158,738 |
Restricted cash | 9,592 | 9,592 |
Marketable securities | 94 | 297 |
Accounts receivables, net | 11,560 | 3,833 |
Inventory | 4,335 | 2,898 |
Income tax receivable | 216 | 526 |
Prepaid expenses and other | 7,122 | 3,680 |
Total current assets | 67,568 | 179,564 |
Property and equipment, net | 30,338 | 24,384 |
Operating lease right-of-use assets | 47,799 | |
Intangibles, net | 64,299 | 66,283 |
Goodwill | 38,298 | 38,298 |
Cost method investments | 237,008 | 237,008 |
Equity method investments | 25,240 | 27,980 |
Restricted cash | 45,150 | 45,000 |
Other, net | 5,175 | 5,570 |
Total assets | 560,875 | 624,087 |
Current liabilities: | ||
Accounts payable | 26,750 | 13,817 |
Accrued payroll and related benefits | 14,665 | 10,236 |
Accrued expenses | 18,478 | 13,403 |
Current portion of deferred revenue | 3,613 | 2,703 |
Acquisition consideration payable | 11,312 | 11,312 |
Current portion of derivative liabilities | 9,000 | 0 |
Current portion of debt | 25,877 | 10,150 |
Current portion of operating lease liabilities | 3,018 | |
Total current liabilities | 112,713 | 61,621 |
Long-term debt, net of discount | 234,370 | 223,136 |
Deferred tax liabilities, net | 8,634 | 9,416 |
Deferred revenue | 114,783 | 116,274 |
Derivative liabilities | 29,500 | 0 |
Operating lease liability to remove | 53,378 | |
Deferred rent and other | 828 | 6,140 |
Total liabilities | 554,206 | 416,587 |
Commitments and contingencies (See Note 13) | ||
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 131,001,293 and 122,280,092 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 13 | 13 |
Additional paid-in capital | 692,473 | 626,658 |
Accumulated other comprehensive (loss) income | (129) | 15 |
Accumulated deficit | (596,998) | (367,750) |
Treasury stock, 7,568,182 shares at cost at September 30, 2019, and December 31, 2018 | (49,464) | (49,464) |
Total Sorrento Therapeutics, Inc. stockholders’ equity | 45,895 | 209,472 |
Noncontrolling interests | (39,226) | (1,972) |
Total equity | 6,669 | 207,500 |
Total liabilities and stockholders’ equity | $ 560,875 | $ 624,087 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 131,001,293 | 122,280,092 |
Common stock, shares outstanding (in shares) | 131,001,293 | 122,280,092 |
Treasury stock, shares (in shares) | 7,568,182 | 7,568,182 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Total revenues | $ 5,778 | $ 4,105 | $ 18,398 | $ 14,264 |
Operating costs and expenses: | ||||
Research and development | 27,573 | 19,567 | 77,916 | 52,124 |
Acquired in-process research and development | 0 | 9,478 | 75,301 | 9,478 |
Selling, general and administrative | 25,234 | 20,102 | 78,128 | 41,102 |
Intangible amortization | 991 | 655 | 2,949 | 1,974 |
Loss on contingent liabilities and acquisition consideration payable | 37 | 33 | 103 | 13,696 |
Total operating costs and expenses | 59,061 | 52,012 | 245,212 | 123,089 |
Loss from operations | (53,283) | (47,907) | (226,814) | (108,825) |
Loss on trading securities | (221) | (26) | (203) | (144) |
Loss on derivative liabilities | (10,700) | 0 | (35,792) | 0 |
(Loss) gain on foreign currency exchange | (521) | 18 | (619) | (551) |
Interest expense | (9,459) | (2,684) | (28,059) | (48,744) |
Interest income | 182 | 219 | 1,021 | 229 |
Loss before income tax | (74,002) | (50,380) | (290,466) | (158,035) |
Income tax benefit | (221) | (826) | (782) | (3,152) |
Loss on equity method investments | (1,431) | (900) | (3,902) | (3,926) |
Net loss | (75,212) | (50,454) | (293,586) | (158,809) |
Net loss attributable to noncontrolling interests | (10,797) | (3,126) | (64,338) | (5,045) |
Net loss attributable to Sorrento | $ (64,415) | $ (47,328) | $ (229,248) | $ (153,764) |
Net loss per share - basic per share attributable to Sorrento (in dollars per share) | $ (0.49) | $ (0.40) | $ (1.83) | $ (1.52) |
Net loss per share - diluted per share attributable to Sorrento (in dollars per share) | $ (0.50) | $ (0.40) | $ (2) | $ (1.52) |
Weighted-average shares used during period - basic per share attributable to Sorrento (in shares) | 130,800 | 117,021 | 125,240 | 100,959 |
Weighted-average shares used during period - diluted per share attributable to Sorrento (in shares) | 140,445 | 117,021 | 132,265 | 100,959 |
Product | ||||
Revenues: | ||||
Total revenues | $ 3,810 | $ 1,121 | $ 11,868 | $ 1,982 |
Operating costs and expenses: | ||||
Cost of products sold | 2,839 | 662 | 3,868 | 663 |
Service | ||||
Revenues: | ||||
Total revenues | 1,968 | 2,984 | 6,530 | 12,282 |
Operating costs and expenses: | ||||
Cost of products sold | $ 2,387 | $ 1,515 | $ 6,947 | $ 4,052 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (75,212) | $ (50,454) | $ (293,586) | $ (158,809) |
Other comprehensive gain (loss): | ||||
Foreign currency translation adjustments | (177) | (74) | (144) | (163) |
Total other comprehensive loss | (177) | (74) | (144) | (163) |
Comprehensive loss | (75,389) | (50,528) | (293,730) | (158,972) |
Comprehensive loss attributable to noncontrolling interests | (10,797) | (3,126) | (64,338) | (5,045) |
Comprehensive loss attributable to Sorrento | $ (64,592) | $ (47,402) | $ (229,392) | $ (153,927) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interest | B D L Products Inc | B D L Products IncCommon Stock | B D L Products IncAdditional Paid-in Capital | Scilex Pharmaceuticals, Inc | Scilex Pharmaceuticals, IncCommon Stock | Scilex Pharmaceuticals, IncAdditional Paid-in Capital | Virttu Biologics Limited | Virttu Biologics LimitedCommon Stock | Virttu Biologics LimitedAdditional Paid-in Capital | Public Placement | Public PlacementCommon Stock | Public PlacementAdditional Paid-in Capital | Public Offering Of Common Stock And Warrants 2019 | Public Offering Of Common Stock And Warrants 2019Common Stock | Public Offering Of Common Stock And Warrants 2019Additional Paid-in Capital |
Balance, shares (in shares) at Dec. 31, 2017 | 82,903,567 | 7,568,182 | ||||||||||||||||||||
Balance at Dec. 31, 2017 | $ 206,610 | $ 9 | $ (49,464) | $ 413,901 | $ 242 | $ (165,120) | $ 7,042 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of common stock with exercise of stock options (in shares) | 42,565 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 302 | 302 | ||||||||||||||||||||
Issuance of common stock related to acquisitions settlement (in shares) | 309,916 | 1,381,346 | 1,795,011 | |||||||||||||||||||
Issuance of common stock related to acquisitions settlement | $ 2,340 | $ 2,340 | $ 13,744 | $ 13,744 | $ 11,308 | $ 11,308 | ||||||||||||||||
Issuance of common stock (in shares) | 10,396,489 | |||||||||||||||||||||
Issuance of common stock | 71,477 | $ 2 | 71,475 | |||||||||||||||||||
Issuance of common stock for conversion of notes payable (in shares) | 22,038,565 | |||||||||||||||||||||
Equity contribution | 50,000 | $ 2 | 49,998 | |||||||||||||||||||
Beneficial conversion feature recorded on convertible notes | 12,006 | 12,006 | ||||||||||||||||||||
Stock-based compensation | 4,189 | 4,218 | (29) | |||||||||||||||||||
Warrants issued in connection with convertible notes | 9,646 | 9,646 | ||||||||||||||||||||
Foreign currency translation adjustments | (163) | (163) | ||||||||||||||||||||
Net loss | (158,809) | (153,764) | (5,045) | |||||||||||||||||||
Balance, shares (in shares) at Sep. 30, 2018 | 118,867,459 | 7,568,182 | ||||||||||||||||||||
Balance at Sep. 30, 2018 | 223,560 | $ 13 | $ (49,464) | 588,938 | 79 | (317,974) | 1,968 | |||||||||||||||
Balance, shares (in shares) at Jun. 30, 2018 | 116,240,963 | 7,568,182 | ||||||||||||||||||||
Balance at Jun. 30, 2018 | 259,465 | $ 12 | $ (49,464) | 574,316 | 153 | (270,646) | 5,094 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of common stock with exercise of stock options (in shares) | 16,750 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 141 | 141 | ||||||||||||||||||||
Issuance of common stock related to acquisitions settlement (in shares) | 0 | |||||||||||||||||||||
Issuance of common stock related to acquisitions settlement | $ 0 | |||||||||||||||||||||
Issuance of common stock (in shares) | 2,609,746 | |||||||||||||||||||||
Issuance of common stock | 13,205 | $ 1 | 13,204 | |||||||||||||||||||
Issuance of common stock for conversion of notes payable (in shares) | 0 | |||||||||||||||||||||
Equity contribution | 0 | |||||||||||||||||||||
Beneficial conversion feature recorded on convertible notes | 0 | |||||||||||||||||||||
Stock-based compensation | 1,277 | 1,277 | ||||||||||||||||||||
Warrants issued in connection with convertible notes | 0 | |||||||||||||||||||||
Foreign currency translation adjustments | (74) | (74) | ||||||||||||||||||||
Net loss | (50,454) | (47,328) | (3,126) | |||||||||||||||||||
Balance, shares (in shares) at Sep. 30, 2018 | 118,867,459 | 7,568,182 | ||||||||||||||||||||
Balance at Sep. 30, 2018 | $ 223,560 | $ 13 | $ (49,464) | 588,938 | 79 | (317,974) | 1,968 | |||||||||||||||
Balance, shares (in shares) at Dec. 31, 2018 | 122,280,092 | 122,280,092 | 7,568,182 | |||||||||||||||||||
Balance at Dec. 31, 2018 | $ 207,500 | $ 13 | $ (49,464) | 626,658 | 15 | (367,750) | (1,972) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of common stock with exercise of stock options (in shares) | 158,699 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 289 | 289 | ||||||||||||||||||||
Issuance of common stock (in shares) | 229,168 | 8,333,334 | ||||||||||||||||||||
Issuance of common stock | $ 947 | $ 947 | $ 23,322 | $ 23,322 | ||||||||||||||||||
Equity contribution | 54,591 | 27,991 | 26,600 | |||||||||||||||||||
Stock-based compensation | 8,978 | 8,978 | ||||||||||||||||||||
Warrants issued in connection with convertible notes | 4,288 | 4,288 | ||||||||||||||||||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 484 | 484 | ||||||||||||||||||||
Foreign currency translation adjustments | (144) | (144) | ||||||||||||||||||||
Net loss | $ (293,586) | (229,248) | (64,338) | |||||||||||||||||||
Balance, shares (in shares) at Sep. 30, 2019 | 131,001,293 | 131,001,293 | 7,568,182 | |||||||||||||||||||
Balance at Sep. 30, 2019 | $ 6,669 | $ 13 | $ (49,464) | 692,473 | (129) | (596,998) | (39,226) | |||||||||||||||
Balance, shares (in shares) at Jun. 30, 2019 | 122,645,334 | 7,568,182 | ||||||||||||||||||||
Balance at Jun. 30, 2019 | 54,616 | $ 13 | $ (49,464) | 665,515 | 48 | (532,583) | (28,913) | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Issuance of common stock with exercise of stock options (in shares) | 22,625 | |||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 30 | 30 | ||||||||||||||||||||
Issuance of common stock (in shares) | 8,333,334 | |||||||||||||||||||||
Issuance of common stock | $ 23,322 | $ 23,322 | ||||||||||||||||||||
Equity contribution | (409) | (409) | ||||||||||||||||||||
Stock-based compensation | 4,015 | 4,015 | ||||||||||||||||||||
Warrants issued in connection with convertible notes | 0 | |||||||||||||||||||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | 484 | 484 | ||||||||||||||||||||
Foreign currency translation adjustments | (177) | (177) | ||||||||||||||||||||
Net loss | $ (75,212) | (64,415) | (10,797) | |||||||||||||||||||
Balance, shares (in shares) at Sep. 30, 2019 | 131,001,293 | 131,001,293 | 7,568,182 | |||||||||||||||||||
Balance at Sep. 30, 2019 | $ 6,669 | $ 13 | $ (49,464) | $ 692,473 | $ (129) | $ (596,998) | $ (39,226) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | |
Operating activities | ||||||||
Net loss | $ (75,212) | $ (50,454) | $ (293,586) | $ (158,809) | ||||
Adjustments to reconcile net loss to net cash used for operating activities: | ||||||||
Depreciation and amortization | 8,248 | 6,192 | ||||||
Non-cash operating lease cost | 3,069 | |||||||
Non-cash interest expense | 15,964 | 44,272 | ||||||
Acquisition-related IPR&D | 75,301 | 9,478 | ||||||
Amortization of debt issuance costs | 1,590 | 2,634 | ||||||
Loss on trading securities | 203 | 144 | ||||||
Stock-based compensation | 8,978 | 4,188 | ||||||
Loss on derivative liabilities | 35,792 | 0 | ||||||
Loss on equity method investments | 3,902 | 3,926 | ||||||
Loss on contingent liabilities and acquisition consideration payable | 37 | 33 | 103 | 13,696 | ||||
Deferred tax provision | (782) | (3,062) | ||||||
Changes in operating assets and liabilities, excluding effect of acquisitions: | ||||||||
Accounts receivable | (7,727) | (67) | ||||||
Accrued payroll | 4,429 | 3,683 | ||||||
Prepaid expenses and other | (3,699) | (99) | ||||||
Accounts payable | 8,782 | 7,233 | ||||||
Deferred revenue | (581) | (3,482) | ||||||
Other | (97) | (359) | ||||||
Acquisition consideration payable for Scilex | 0 | (2,020) | ||||||
Accrued expenses and other liabilities | 3,137 | 5,663 | ||||||
Net cash used in operating activities | (136,974) | (66,789) | ||||||
Investing activities | ||||||||
Purchases of property and equipment | (9,582) | (5,748) | ||||||
Contributions to joint venture | (1,162) | 0 | ||||||
Net cash used in investing activities | (27,784) | (15,748) | ||||||
Financing activities | ||||||||
Proceeds from public offering, net of issuance costs | 23,322 | 0 | ||||||
Proceeds from Early Conditional Loan, net of issuance costs | 18,858 | 0 | ||||||
Proceeds from loan agreement | 0 | 1,586 | ||||||
Short-term loan repayment | 740 | 0 | ||||||
Scilex consideration for regulatory milestone | 0 | (22,466) | ||||||
Payment on Scilex Notes | (1,701) | 0 | ||||||
Proceeds from issuance of common stock, net | 947 | 71,481 | ||||||
Proceeds from issuance of Scilex notes, net of issuance costs | 0 | 134,275 | ||||||
Proceeds from issuance of convertible notes | 0 | 37,849 | ||||||
Proceeds from exercise of stock options | 289 | 303 | ||||||
Net cash provided by financing activities | 40,975 | 242,703 | ||||||
Net change in cash, cash equivalents and restricted cash | (123,783) | 160,166 | ||||||
Net effect of exchange rate changes on cash | (156) | (154) | ||||||
Cash, cash equivalents and restricted cash at beginning of period | 213,330 | 20,429 | $ 20,429 | |||||
Cash, cash equivalents and restricted cash at end of period | 89,391 | 180,441 | 89,391 | 180,441 | 213,330 | |||
Cash paid during the period for: | ||||||||
Income taxes | 13 | 15 | ||||||
Interest paid | 10,046 | 1,453 | ||||||
Supplemental disclosures of non-cash investing and financing activities: | ||||||||
Semnur acquisition consideration paid in equity | 54,591 | 0 | ||||||
Semnur acquisition costs incurred but not paid | 601 | 0 | ||||||
BDL non-cash consideration | 0 | 2,340 | ||||||
Property and equipment costs incurred but not paid | 1,408 | 59 | ||||||
Scilex non-cash consideration for regulatory milestone | 0 | 13,744 | ||||||
Conversion of convertible notes | 0 | 50,000 | ||||||
Reconciliation of cash, cash equivalents and restricted cash within the Company’s consolidated balance sheets: | ||||||||
Cash and cash equivalents | $ 34,649 | $ 158,738 | $ 135,441 | |||||
Restricted cash | 54,742 | 45,000 | ||||||
Cash, cash equivalents, and restricted cash | $ 89,391 | $ 180,441 | 213,330 | 20,429 | $ 213,330 | $ 89,391 | $ 213,330 | $ 180,441 |
Bridge Loan | ||||||||
Financing activities | ||||||||
Proceeds from short-term debt | 0 | 19,675 | ||||||
Senior Secured Notes, Due 2026 | ||||||||
Financing activities | ||||||||
Proceeds from short-term debt | 0 | 20,000 | ||||||
Repayment of bridge loan for Scilex regulatory milestone | 0 | (20,000) | ||||||
Semnur Pharmaceuticals Inc | ||||||||
Investing activities | ||||||||
Purchase of assets | 17,040 | 0 | ||||||
Sofusa | ||||||||
Investing activities | ||||||||
Purchase of assets | $ 0 | $ 10,000 |
Nature of Operations and Busine
Nature of Operations and Business Activities | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Business Activities | Nature of Operations and Business Activities Na t ure of Operations and Basis of Presentation Sorrento Therapeutics, Inc. (Nasdaq: SRNE), together with its subsidiaries (collectively, the “Company”) is a clinical stage and commercial biopharma company focused on delivering innovative and clinically meaningful therapies to patients and their families, globally, to address unmet medical needs. The Company primarily focuses on therapeutic areas in Immuno-Oncology and Non-Opioid Pain Management. The Company also has programs assessing the use of its technologies and products in auto-immune, inflammatory and neurodegenerative diseases. At its core, the Company is an antibody-centric company and leverages its proprietary G-MAB™ library and targeted delivery modalities to generate the next generation of cancer therapeutics. The Company’s fully human antibodies include PD-1, PD-L1, CD38, CD123, CD47, c-MET, VEGFR2, CCR2 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 chimeric antigen receptor T-cell therapy (“CAR-T”), dimeric antigen receptor T-cell therapy (“DAR-T”) and antibody drug conjugates (“ADCs”), as well as bispecific antibody approaches. The Company acquired Sofusa ® , a revolutionary drug delivery system, in July 2018, which delivers biologics directly into the lymphatic system to potentially achieve improved efficacy and fewer adverse effects than standard parenteral immunotherapy. Additionally, the Company’s majority owned subsidiary, Scilex Holding Company (“Scilex Holding”), acquired the assets of Semnur Pharmaceuticals, Inc. (“Semnur”) in March 2019. Semnur’s SEMDEXA TM (SP-102) compound is expected to be the first FDA-approved non-opioid corticosteroid formulated as a viscous gel injection in development for the treatment of lumbosacral radicular pain/sciatica, containing no neurotoxic preservatives, surfactants, solvents or particulates. With each of the Company’s clinical and pre-clinical programs, it 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 it 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 close to entering the clinic. These include cellular therapies, an oncolytic virus and a palliative care program targeted to treat intractable cancer pain. Through September 30, 2019, the Company had devoted substantially all of its efforts to developing products, raising capital and building infrastructure. The Company has reclassified historically presented revenue and cost of revenue to conform to the current period presentation. The reclassification had no impact on previously reported results of operations or financial position. 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. In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are only normal, recurring and necessary for a fair statement of financial position, results of operations and cash flows. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Operating results for interim periods are not expected to be indicative of operating results for the Company’s 2019 fiscal year, or any subsequent period. |
Liquidity and Going Concern
Liquidity and Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | Liquidity and Going ConcernThe 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 recurring losses from operations, recurring negative cash flows from operations and substantial cumulative net losses to date 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. The Company has plans in place to obtain sufficient additional funds 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, 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. As a result, management has concluded that the aforementioned conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. As of September 30, 2019, the Company had $356.5 million of long term debt outstanding, comprised of convertible notes issued pursuant to the March 2018 Securities Purchase Agreement (as defined below), the 2018 Purchase Agreements (as defined below) and the Indenture (as defined below) for Scilex Pharmaceuticals Inc. (“Scilex Pharma”) and the Loan Agreement (as defined below) (collectively, the “Debt Arrangements”) (See Note 10). Each of the Debt Arrangements provides that, upon the occurrence of an event of default, the Purchasers or Lenders thereof (as applicable) may, by written notice to the Company, declare all of the outstanding principal and interest under such Debt Arrangement immediately due and payable. For purposes of the Debt Arrangements, an event of default includes, among other things, (i) the failure to pay outstanding indebtedness when due, (ii) the Company’s breach of certain representations, warranties, covenants or obligations under the documents relating to the Debt Arrangements, or (iii) the occurrence of certain insolvency events involving the Company. The Company believes that it is not probable that the material adverse event clause under the Debt Arrangements 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. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
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 (“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 consolidated 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. 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. Inventory The Company determines inventory cost on a first-in, first-out basis. The Company reduces the carrying value of inventories to a lower of cost or net realizable value for those items that are potentially excess, obsolete or slow-moving. The Company considers the need for allowances for excess and obsolete inventory based upon historical experience, sales trends, and specific categories of inventory and age of on-hand inventory. As of September 30, 2019, the Company’s inventory is primarily comprised of finished goods, and the related allowance for excess inventory was $2.2 million. Research and Development Costs 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 or drug delivery devices, as well as future milestone payments associated with asset acquisitions that do not meet the definition of a derivative and are deemed probable to achieve the milestones, are immediately expensed as acquired in-process research and development provided that the drug has not obtained regulatory approval for marketing and, absent obtaining such approval, have no alternative future use. The acquired in-process research and development related to the business combination of Virttu Biologics Limited (“Virttu”), for which certain products are under development and expected to be commercialized in the future, was capitalized and recorded within “Intangibles, net” on the accompanying consolidated balance sheets. The Company commenced amortization of acquired in-process research and development related to the business combination of Scilex Pharma upon commercialization of ZTlido ® (lidocaine topical system) 1.8% in October 2018. Capitalized 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. (See Note 4 for further discussion of acquired in-process research and development expense related to the acquisition of Semnur). Revenue Recognition As of September 30, 2019, the future performance obligations for royalty and license revenues relate to the license agreements with ImmuneOncia Therapeutics, LLC (“ImmuneOncia”) and NantCell, Inc. (“NantCell”). The Company considers both of these entities as related parties and accounts for them as equity method and cost method investments, respectively. The total consideration for the ImmuneOncia license performance obligation, effective September 1, 2016, represented $9.6 million. The estimated revenue expected to be recognized for future performance obligations, as of September 30, 2019, was approximately $8.1 million. The Company expects to recognize license revenue of approximately $0.5 million of the remaining performance obligation annually through the remaining term. The Company applied judgment in estimating the 20-year contract term, analogous to the expected life of the patent, over which revenue is recognized over time given the ongoing performance obligation related to the Company’s participation on a steering committee for the technologies under the agreement. As of September 30, 2019, the NantCell license agreement, effective April 21, 2015, represented $110.0 million of contract liabilities reflected in long-term deferred revenue. See Note 9 for additional information regarding the remaining performance obligation for the agreement. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed. The Company applied the practical expedient in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers to the revenue contracts for Concortis Biosystems Corp. (“Concortis”) sales and services and materials and supply agreements due to the general short-term length of such contracts. The following table shows revenue disaggregated by product and services type for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Scilex Pharma product sales $ 3,770 $ — $ 11,289 $ — Other product sales 40 1,121 579 1,982 Net product revenue $ 3,810 $ 1,121 $ 11,868 $ 1,982 Concortis Biosystems Corporation $ 1,607 $ 1,042 $ 4,622 $ 3,400 Bioserv Corporation 233 1,528 1,540 4,895 Joint development agreement — — — 3,333 Other revenue 128 414 368 654 Service revenue $ 1,968 $ 2,984 $ 6,530 $ 12,282 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. Scilex Holding The Company’s revenue is generated from product sales within the United States. The Company does not have significant costs associated with costs to obtain contract with its customer. Substantially all of the Company’s revenue and accounts receivable result from a sole customer. Revenue from product sales is fully comprised of sales of ZTlido ® (lidocaine topical system) 1.8%. The Company’s performance obligation with respect to sales of ZTlido ® (lidocaine topical system) 1.8% is satisfied at a point in time, which transfers control upon delivery of product to the customer. The Company considers control to have transferred upon delivery because the customer has legal title to the asset, physical possession of the asset has been transferred to the customer, the customer has significant risks and rewards of ownership of the asset, and the Company has a present right to payment at that time. The Company identified a single performance obligation. Invoicing typically occurs upon shipment and the length of time between invoicing and when payment is due is not significant. The aggregate dollar value of unfulfilled orders as of September 30, 2019 was not material. For product sales, the Company records gross-to-net sales adjustments for government and managed care rebates, chargebacks, wholesaler and distributor fees, sales returns and prompt payment discounts. Such variable consideration are estimated in the period of the sale and are estimated using a most likely amount approach based primarily upon provisions included in the Company’s customer contract, customary industry practices and current government regulations. There were no significant changes in estimates of variable consideration during the nine months ended September 30, 2019. Concortis Biosystems Corporation (“Concortis”) Revenues for Concortis operations are comprised of contract manufacturing associated with sales of customized reagents and relate to providing synthetic expertise to a customers’ synthesis of reagents by delivering proprietary cytotoxins, linkers and linker-toxins and ADC service using industry standard toxins and antibodies provided by customers. Revenues are recognized at a point in time upon the transfer of control, which is generally upon shipment given the short contract terms which are generally three months or less. Bioserv Corporation ( “ Bioserv ” ) Contract manufacturing services associated with the Company’s Bioserv operations related to finish and fill activities for drug products and reagents are recognized ratably over the contract term based on a time-based measure which reflects the transfer of services to the customer because the manufactured products are highly customized and do not have an alternative use to the Company. As of December 31, 2018 and September 30, 2019, the estimated revenue expected to be recognized for future performance obligations associated with contract manufacturing services was approximately $1.6 million and $1.2 million, respectively. The following table includes Bioserv sales and services revenue expected to be recognized in the future related to performance obligations that are undelivered or partially delivered at the end of the reporting period and do not include contracts with original durations of one year or less (in thousands): Remainder of 2019 2020 2021 and thereafter Contract manufacturing services $403 $701 $109 Joint Development Agreement On September 26, 2017, the Company entered into a joint development agreement with Celularity Inc. (“Celularity”) whereby the Company agreed to provide research services to Celularity through June 30, 2018 in exchange for an upfront payment of $5.0 million. The revenue related to the joint development agreement of $5.0 million was recognized over the length of the service agreement as services were performed. The Company recorded sales and services revenues under the joint development agreement of $3.3 million during the nine months ended September 30, 2018. The Company recorded no sales and services revenues under the joint development agreement during the nine months ended September 30, 2019 as such arrangement is complete. Reorganization of Segments Starting on January 1, 2019, the Company re-segmented its business into two new operating segments: the Sorrento Therapeutics segment and the Scilex segment. Recent Accounting Pronouncements 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. In July 2018, the FASB issued ASU No. 2018-11, which allows for an optional transition method to adopt the lease standard by recognizing a cumulative-effect adjustment to the opening balance sheet of retained earnings in the period of adoption, with no adjustment to prior comparative periods. In March 2019, the FASB issued ASU No. 2019-01, which clarifies that entities are not subject to the transition disclosure requirements in Accounting Standards Codification (“ASC”) Topic 250-10-50-3 related to the effect of an accounting change on certain interim period financial information. ASU No. 2016-02 and all subsequent amendments (collectively, “ASC 842”) were effective for public entities for annual reporting periods beginning after December 15, 2018, including interim periods therein. The Company adopted ASC 842 during the first quarter of 2019 and elected to apply the cumulative-effect adjustment to the opening balance sheet and optional transition method to not present comparable prior periods as allowed under ASU No. 2018-11. The Company made the following practical expedients elections: (1) elected the short-term lease exception, (2) did not elect hindsight, and (3) elected to not separate its non-lease components from lease components. The Company adopted the transitional practical expedients, which allowed the Company to carry forward its historical assessment of whether existing agreements contained a lease and the classification of the Company’s existing operating leases, and also allowed the Company to not reassess initial direct costs. The adoption of ASC 842 resulted in the recording of $44.9 million in operating lease right-of-use (“ROU”) assets and $2.6 million and $47.8 million in current portion of operating lease liabilities and non-current operating lease liabilities, respectively. Deferred rent, recorded in other current liabilities and other non-current liabilities, was derecognized. There were no adjustments to retained earnings. The Company reports financial information for fiscal years ending on or before December 31, 2018 under the previous lease accounting standard. 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 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 the Company’s consolidated financial position, results of operations or cash flows. In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections - Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update) (“ASU 2019-07”). ASU 2019-07 aligns the guidance in various sections of the ASC with the requirements of certain final rules of the Securities and Exchange Commission. ASU 2019-07 was effective immediately. The adoption of ASU 2019-07 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Asset Acquisition Disclosure [Text Block] | Acquisitions Acquisition of Semnur Pharmaceuticals, Inc. On March 18, 2019, the Company, for limited purposes, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Semnur, Scilex Holding, Sigma Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Scilex Holding (“Merger Sub”), and Fortis Advisors LLC, solely as representative of the holders of Semnur equity (the “Equityholders’ Representative”). Pursuant to the Merger Agreement, Merger Sub merged with and into Semnur (the “Merger”), with Semnur surviving as a wholly owned subsidiary of Scilex Holding. Concurrently with the execution of the Merger Agreement, the Company and each of the other holders of outstanding shares of capital stock of Scilex Pharma, the Company’s majority-owned subsidiary, contributed each share of Scilex Pharma capital stock that the Company or it owned to Scilex Holding in exchange for one share of Scilex Holding common stock (the “Contribution”). In connection with the Contribution, the Company provided Scilex Holding with a loan with an initial principal amount of $16.5 million in the form of a note payable, which loan was used to fund the acquisition of Semnur. As a result of the Contribution, and prior to the consummation of the Merger, Scilex Pharma became a wholly-owned subsidiary of Scilex Holding and the Company became the owner of approximately 77% of Scilex Holding’s issued and outstanding capital stock. At the closing of the Semnur acquisition, Scilex Holding issued to the holders of Semnur’s capital stock and options to purchase Semnur’s common stock (collectively, the “Semnur Equityholders”) upfront consideration with a value of approximately $70.0 million. The upfront consideration was comprised of the following: (a) a cash payment of approximately $15.0 million, and (b) $55.0 million of shares of Scilex Holding common stock (47,039,315 shares issued and 352,972 shares issuable, valued at $1.16 per share) (the “Stock Consideration”). On August 7, 2019, Scilex Holding entered into an amendment to the Merger Agreement to provide that, following the consummation of Scilex Holding’s first bona fide equity financing with one or more third-party financing sources on an arms’ length basis with gross proceeds to Scilex Holding of at least $40.0 million, certain of the former Semnur Equityholders will be paid cash in lieu of: (a) the 352,972 shares of the Company’s common stock otherwise issuable to such Semnur Equityholders pursuant to the Merger Agreement, and (b) any shares that would otherwise be issued to such Semnur Equityholders upon release of shares held in escrow pursuant to the Merger Agreement, with such shares in each case valued at $1.16 per share. The amendment resulted in a reclassification of $0.4 million from additional paid-in capital to accrued liabilities. A portion of the cash consideration otherwise payable to the Semnur Equityholders was set aside for expenses incurred by the Equityholders’ Representative, and 4,749,095 shares of Scilex Holding common stock otherwise issuable to Semnur Equityholders were placed in escrow with a third party as security for the indemnification obligations of the Semnur Equityholders under the Merger Agreement, including in respect of breaches of representations and warranties of Semnur included in the Merger Agreement. The Semnur Equityholders that receive the Stock Consideration were required to sign an exchange and registration rights agreement with the Company (the “Exchange Agreement”), which is further described below. Following the issuance of the Stock Consideration, the Company’s ownership in Scilex Holding was diluted to approximately 58% of Scilex Holding’s issued and outstanding capital stock. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions contained therein, Scilex Holding also agreed to pay the Semnur Equityholders up to $280.0 million in aggregate contingent cash consideration based on the achievement of certain milestones, which is comprised of a $40.0 million payment that will be due upon obtaining the first approval of a New Drug Application of a Semnur product by the U.S. Food and Drug Administration (the “FDA”) and additional payments that will be due upon the achievement of certain amounts of net sales of Semnur products as follows: (a) a $20.0 million payment upon the achievement of $100.0 million in cumulative net sales of a Semnur product, (b) a $20.0 million payment upon the achievement of $250.0 million in cumulative net sales of a Semnur product, (c) a $50.0 million payment upon the achievement of $500.0 million in cumulative net sales of a Semnur product, and (d) a $150.0 million payment upon the achievement of $750.0 million in cumulative net sales of a Semnur product. Pursuant to the Exchange Agreement, and upon the terms and subject to the conditions contained therein, if within 18 months following the closing of the Merger (the “Merger Closing”), 100% of the outstanding equity of Scilex Holding has not been acquired by a third party and Scilex Holding has not entered into a definitive agreement with respect to, or otherwise consummated, a firmly underwritten offering of Scilex Holding capital stock on a major stock exchange that meets certain requirements and includes the Stock Consideration, then holders of the Stock Consideration may collectively elect to exchange, during the 60-day period commencing the date that is the 18 month anniversary of the Merger Closing (the “Share Exchange”), the Stock Consideration for shares of the Company’s common stock with a value of $55.0 million based on a price per share of the Company’s common stock equal to the greater of (a) the 30-day trailing volume weighted average price of one share of the Company’s common stock as reported on The Nasdaq Stock Market LLC as of the consummation of the Share Exchange and (b) $5.55 (subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction). Pursuant to the terms of the Exchange Agreement, and subject to the limitations contained therein, within 30 days following consummation of the Share Exchange (if it occurs at all), the Company agreed to prepare and file with the SEC a registration statement to enable the public resale on a delayed or continuous basis of the shares of the Company’s common stock issued in the Share Exchange (the “Registration Statement”) and use its commercially reasonable efforts to maintain the effectiveness of such Registration Statement for up to three years thereafter. In the Exchange Agreement, the Company has also agreed to indemnify the applicable Semnur Equityholders and their affiliates for certain liabilities related to such Registration Statement, including certain liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Jaisim Shah, a member of the Company’s Board of Directors, was Semnur’s Chief Executive Officer, a member of its Board of Directors and a stockholder of Semnur prior to the acquisition transaction. The transaction was accounted for as an asset acquisition since substantially all the value of the gross assets was concentrated in a single asset. Under the Merger Agreement, Scilex Holding acquired the Semnur SEMDEXA TM |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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 September 30, 2019 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 34,649 $ 34,649 $ — $ — Restricted cash 54,742 54,742 — — Marketable securities 94 81 — 13 Total assets $ 89,485 $ 89,472 $ — $ 13 Liabilities: Derivative liabilities $ 9,000 $ — $ — $ 9,000 Derivative liabilities - Non-current 29,500 — — 29,500 Acquisition consideration payable 11,312 — — 11,312 Acquisition consideration payable - Non-current 828 — — 828 Total liabilities $ 50,640 $ — $ — $ 50,640 Fair Value Measurements at December 31, 2018 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 158,738 $ 158,738 $ — $ — Restricted cash 54,592 54,592 — — Marketable securities 297 247 — 50 Total assets $ 213,627 $ 213,577 $ — $ 50 Liabilities: Acquisition consideration payable $ 11,312 $ — $ — $ 11,312 Acquisition consideration payable - Non-current 725 — — 725 Total liabilities $ 12,037 $ — $ — $ 12,037 The Company’s financial assets and liabilities carried at fair value are comprised of cash, cash equivalents, restricted cash, marketable securities and acquisition consideration payable. 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 fair value of the contingent consideration is measured 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 table includes a summary of the Company’s contingent consideration liabilities and acquisition consideration payables associated with acquisitions. (in thousands) Fair Value Beginning balance at December 31, 2018 $ 12,037 Re-measurement of Fair Value 103 Ending balance at September 30, 2019 $ 12,140 As of September 30, 2019, $9.9 million of the Virttu contingent liability remains to be paid in cash. The principal significant unobservable inputs used in the valuations of the contingent considerations are the discount rates, and probabilities assigned to scenario outcomes. The Company recorded a loss on derivative liabilities of $9.6 million and $29.5 million for the three and nine months ended September 30, 2019, respectively, which was primarily attributed to revised probabilities related to the timing of marketing approval for ZTlido ® (lidocaine topical system) 5.4% (“SP-103”), revised sales forecasts and tax indemnification obligations with respect to foreign note holders. The fair value of the derivative liabilities is estimated using the discounted cash flow method under the income approach combined with a Monte Carlo simulation model, which involves significant Level 3 inputs and assumptions including a discount rate of approximately 19.6%, net sales forecasts and estimated probabilities of 55% and 95% of not obtaining marketing approval before predetermined dates as of September 30, 2019. The Company determined that the contingent acceleration feature of the Early Conditional Loan (as defined in Note 10) represents an embedded derivative liability that met the criteria for bifurcation under ASU No. 2017-12, Derivatives and hedging . The fair value of the derivative liability involved significant Level 3 inputs and assumptions, including estimated probabilities of satisfying certain commercial and financial milestones between August 7, 2019 and November 7, 2019 and is estimated using a with and without discounted cash flow approach. The Company recorded a debt discount for the fair value of the derivative liability of $7.0 million on the issuance date. The debt discount attributed to the derivative liability is being amortized over the remaining term of the Term Loans (as defined in Note 10) and is recorded as interest expense in the consolidated statement of operations. The Company performs a mark-to-market assessment for the derivative liability related to the contingent acceleration feature of the Early Conditional Loan each reporting period and recorded a loss on derivative liabilities of $1.1 million and $2.0 million for the three and nine months ended September 30, 2019, respectively. The Company also recorded a loss on derivative liabilities associated with the 2019 Warrants (as defined in Note 10) of $4.3 million on the issuance date, as the Conditional Warrants were issued with the Amendment (See Note 10). Further, the derivative liability associated with the 2019 Warrants was reclassified to additional-paid-in-capital upon issuance of the 2019 Warrants. The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the nine months ended September 30, 2019: (in thousands) Fair Value Beginning Balance at December 31, 2018 $ — Additions 6,996 Re-measurement of Fair Value 31,504 Ending Balance at September 30, 2019 $ 38,500 Non-financial assets and liabilities measured on a nonrecurring basis |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Furniture and fixtures $ 1,240 $ 1,127 Office equipment 659 632 Machinery and lab equipment 30,675 27,690 Leasehold improvements 9,716 9,001 Construction in progress 8,654 1,221 50,944 39,671 Less accumulated depreciation (20,606) (15,287) $ 30,338 $ 24,384 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | Investments As of September 30, 2019 and December 31, 2018, 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, NantBioScience, Inc. (“NantBioScience”), Globavir Biosciences, Inc., Brink Biologics, Inc., Coneksis, Inc., and Celularity. No impairment losses were recorded during the nine months ended September 30, 2019. 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 3.0 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, CynviloqTM, 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 CynviloqTM. 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 contribute its portion of the initial joint funding of $40.0 million to NANTibody from the proceeds of the sale of IgDraSol. Additionally, the Company and NantCell were allowed to appoint two and three 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 $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, 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 approximated its ratable 40% ownership of the cash maintained by NANTibody expected to be used for future research and development. As of September 30, 2019, the carrying value of the Company’s investment in NANTibody was approximately $2.5 million. As of September 30, 2018, the carrying value of the Company’s investment in NANTibody was approximately $3.4 million. NANTibody recorded a net loss of $1.7 million and $66 thousand for the three months ended June 30, 2019 and 2018, respectively. The Company recorded its portion of loss from NANTibody in loss on equity method investments on its consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018. As of June 30, 2019, NANTibody had $7.7 million in current assets and $1.2 million in current liabilities and no noncurrent assets or noncurrent liabilities. As of June 30, 2018, NANTibody had $9.6 million in current assets, $1.6 million in current liabilities and no noncurrent assets or noncurrent liabilities. NantStem In July 2015, the Company and NantBioScience 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 Equities, L.P. (“Cambridge”), a related party to NantBioScience. A loss related to other-than-temporary impairment of $0.5 million was recognized for the equity investment in NantStem for the nine months ended September 30, 2018, and no loss related to other-than-temporary impairment recognized for the equity investment in NantStem for the three months ended September 30, 2018. There were no losses related to other-than-temporary impairment recognized for the equity investment in NantStem for the three and nine months ended September 30, 2019. 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 method investments on its consolidated statement of operations. As of September 30, 2019, the carrying value of the Company’s investment in NantStem was approximately $17.8 million. As of September 30, 2018, the carrying value of the Company’s investment in NantStem was approximately $18.0 million. 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 a net loss of $289 thousand and $621 thousand for the three months ended June 30, 2019 and 2018, respectively. The Company recorded its portion of loss from NantStem in income (loss) on equity method investments on its consolidated statements of operations for the three and nine months ended September 30, 2019 and 2018. As of June 30, 2019, NantStem had $74.7 million in current assets, $187 thousand in current liabilities, $5.4 million in noncurrent assets and no noncurrent liabilities. As of June 30, 2018, NantStem had $74.0 million in current assets and $119 thousand in current liabilities, $7.8 million in noncurrent assets and no noncurrent liabilities. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets At each of September 30, 2019 and December 31, 2018, the Company had recorded goodwill of $38.3 million. Starting on January 1, 2019, the Company re-segmented its business into two new operating segments: the Sorrento Therapeutics segment and the Scilex segment. These segments are the Company’s reporting units, and are the level at which the Company conducts its goodwill impairment evaluations. Goodwill was allocated to the Sorrento Therapeutics and the Scilex operating segments on a relative fair value basis. Goodwill for the Sorrento Therapeutics segment and Scilex segment was $31.6 million and $6.7 million, respectively, as of September 30, 2019. Amortization for the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives. Intangible assets with indefinite useful lives totaling $14.4 million are included in acquired in-process research and development in the table below. A summary of the Company’s identifiable intangible assets as of September 30, 2019 and December 31, 2018 is as follows (in thousands, in years): September 30, 2019 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Intangibles, Net Customer relationships 6 $ 1,585 $ 1,394 $ 191 Acquired technology 19 3,410 1,016 2,394 Acquired in-process research and development 15 36,299 1,463 34,836 Patent rights 15 32,720 6,376 26,344 Assembled workforce 5 $ 605 $ 71 $ 534 Total intangible assets $ 74,619 $ 10,320 $ 64,299 December 31, 2018 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Intangibles, Net Customer relationships 6 $ 1,585 $ 1,373 $ 212 Acquired technology 19 3,410 885 2,525 Acquired in-process research and development 15 35,834 366 35,468 Patent rights 15 32,720 4,742 27,978 Assembled workforce 5 105 5 100 Total intangible assets $ 73,654 $ 7,371 $ 66,283 As of September 30, 2019, the weighted average amortization period for identifiable intangible assets is 14.9 years. Aggregate amortization expense was $1.0 million and $0.7 million for the three months ended September 30, 2019 and 2018, respectively. Aggregate amortization expense was $2.9 million and $2.0 million for the nine months ended September 30, 2019 and 2018, respectively. Estimated future amortization expense related to intangible assets at September 30, 2019 is as follows (in thousands): Years Ending December 31, Amount 2019 (Remaining three months) $ 992 2020 3,966 2021 5,020 2022 5,020 2023 5,015 2024 4,924 Thereafter 39,362 Total expected future amortization $ 64,299 |
Significant Agreements and Cont
Significant Agreements and Contracts | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Agreements and Contracts | Significant Agreements and Contracts 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 September 30, 2019, 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. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2018 Securities Purchase Agreement in Private Placement and Amendment to Warrants On March 26, 2018, the Company entered into a Securities Purchase Agreement (the “March 2018 Securities Purchase Agreement”) with certain accredited investors (the “March 2018 Purchasers”). Pursuant to the March 2018 Securities Purchase Agreement, the Company agreed to issue and sell to the March 2018 Purchasers, in a Private Placement (the “March 2018 Private Placement”), (1) convertible promissory notes in an aggregate principal amount of $120,500,000 (the “Notes”), and (2) warrants to purchase 8,591,794 shares of the common stock of the Company (the “Warrants”). On June 13, 2018, the Company entered into an amendment (the “June 2018 Amendment”) to the March 2018 Securities Purchase Agreement. Under the terms of the June 2018 Amendment, the Company and the March 2018 Purchasers agreed that the aggregate principal amount of the Notes was reduced to $37,848,750 and that the aggregate number of shares of Common Stock issuable upon exercise of the Warrants was reduced to 2,698,662, and also agreed to certain other adjustments to the threshold principal amount of the Notes required to remain outstanding in order for certain rights and obligations to apply to the Notes. On June 13, 2018, the Company issued and sold to the March 2018 Purchasers (1) Notes in an aggregate principal amount of $37,848,750, and (2) Warrants to purchase an aggregate of 2,698,662 shares of Common Stock. The Notes accrue interest at a rate equal to 5.0% per annum and mature upon the earlier to occur of June 13, 2023 and the date of the closing of a change of control (the “Maturity Date”). In connection with the issuance of the Notes and the Warrants, the Company recorded a debt discount of approximately $21.6 million based on an allocation of proceeds to the Warrants of approximately $9.6 million and a beneficial conversion feature of approximately $12.0 million, before issuance costs. On November 7, 2018, the Company entered into an Agreement and Consent (the “Agreement and Consent”) with the March 2018 Purchasers and agreed to amend the Warrants to reduce the exercise price per share of its common stock thereunder from $8.77 to $3.28. The amendment of the Warrants resulted in a loss on debt extinguishment of $1.9 million representing the incremental fair value of the modified Warrants along with the difference between the fair value and carrying value of the Notes at the modification date of November 7, 2018. The Company determined that the amendment of the Warrants resulted in an extinguishment at the modification date. As a result, the Company recorded a loss on debt extinguishment for the difference between the fair value of $23.1 million and the carrying value of $17.0 million, or $6.1 million. The Company recorded the loss as of the date of modification, or November 7, 2018. As of September 30, 2019, the estimated Level 3 fair value of the Notes was approximately $17.6 million, compared to the carrying value of $25.2 million. The fair value of the Notes was estimated using a lattice model with Level 3 inputs including the historical stock price volatility, risk-free interest rate and debt yield. Borrowings under the Notes consisted of the following (in thousands): September 30, 2019 December 31, 2018 Face value of loan $ 37,849 $ 37,849 Unamortized debt discount (14,288) (14,804) Accretion of debt discount 1,684 515 Ending balance $ 25,245 $ 23,560 Interest expense recognized for stated interest on the Notes for the three and nine months ended September 30, 2019 totaled $0.5 million and $1.4 million, respectively. The amount of debt discount and debt issuance costs included in interest expense for the three and nine months ended September 30, 2019 was approximately $0.6 million and $1.7 million, respectively. The Company identified a number of embedded derivatives that require bifurcation from the Notes and separate accounting as a single compound derivative. The current fair value attributed to the bifurcated compound derivative is immaterial. The Company will re-evaluate this assessment each reporting period. 2018 Purchase Agreements and Indenture for Scilex On September 7, 2018, Scilex Pharma entered into Purchase Agreements (the “2018 Purchase Agreements”) with certain investors (collectively, the “Scilex Note Purchasers”) and the Company. Pursuant to the 2018 Purchase Agreements, on September 7, 2018, Scilex Pharma, among other things, issued and sold to the Scilex Note Purchasers senior secured notes due 2026 in an aggregate principal amount of $224.0 million (the “Scilex Notes”) for an aggregate purchase price of $140.0 million (the “Scilex Notes Offering”). In connection with the Scilex Notes Offering, Scilex Pharma also entered into an Indenture (the “Indenture”) governing the Scilex Notes with U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), and the Company. Pursuant to the Indenture, the Company agreed to irrevocably and unconditionally guarantee, on a senior unsecured basis, the punctual performance and payment when due of all obligations of Scilex Pharma under the Indenture. The net proceeds of the Scilex Notes Offering were approximately $89.3 million, after deducting the Scilex Notes Offering expenses payable by Scilex Pharma and funding a segregated reserve account with $20.0 million (the “Reserve Account”) and a segregated collateral account with $25.0 million (the “Collateral Account”) pursuant to the terms of the Indenture. Funds in the Reserve Account will be released to Scilex Pharma upon receipt by the Trustee of an officer’s certificate under the Indenture from Scilex Pharma confirming receipt of a marketing approval letter from the FDA with respect to SP-103 (the “Marketing Approval Letter”) on or prior to July 1, 2023. Funds in the Collateral Account will be released upon receipt of a written consent authorizing such release from the holders of a majority in principal amount of the Scilex Notes issued, upon the occurrence and during the continuance of an event of default at the direction of the holders of a majority in principal amount of the Scilex Notes issued or upon the repayment in full of all amounts owed under the Scilex Notes. The holders of the Scilex Notes will be entitled to receive quarterly payments of principal of the Scilex Notes equal to a percentage, in the range of 10% to 20% of the net sales of ZTlido® (lidocaine topical system) 1.8% for the prior fiscal quarter, beginning on February 15, 2019. If Scilex Pharma has not received the Marketing Approval Letter by March 31, 2021, the percentage of net sales payable shall be increased to be in the range of 15% to 25%. If actual cumulative net sales of ZTlido® (lidocaine topical system) 1.8% from October 1, 2022 through September 30, 2023 are less than 60% of a predetermined target sales threshold for such period, then Scilex Pharma will be obligated to pay an additional installment of principal of the Scilex Notes each quarter in an amount equal to an amount to be determined by reference to the amount of such deficiency. The aggregate principal amount due under the Scilex Notes shall be increased by $28,000,000 on February 15, 2022 if actual cumulative net sales of ZTlido® (lidocaine topical system) 1.8% from the issue date of the Scilex Notes through December 31, 2021 do not equal or exceed 95% of a predetermined target sales threshold for such period. If actual cumulative net sales of ZTlido® (lidocaine topical system) 1.8% for the period from October 1, 2022 through September 30, 2023 do not equal or exceed 80% of a predetermined target sales threshold for such period, the aggregate principal amount shall also be increased on November 15, 2023 by an amount equal to an amount to be determined by reference to the amount of such deficiency. The final maturity date of the Scilex Notes will be August 15, 2026. The Scilex Notes may be redeemed in whole at any time upon 30 days’ written notice at Scilex Pharma's option prior to August 15, 2026 at a redemption price equal to 100% of the then-outstanding principal amount of the Scilex Notes. In addition, upon a change of control of Scilex Pharma (as defined in the Indenture), each holder of a Scilex Note shall have the right to require Scilex Pharma to repurchase all or any part of such holder’s Scilex Note at a repurchase price in cash equal to 101% of the then-outstanding principal amount thereof. Pursuant to the terms of the Indenture, the Company issued an irrevocable standby letter of credit to Scilex Pharma (the “Letter of Credit”), which provides that, in the event that (1) Scilex Pharma does not hold at least $35,000,000 in unrestricted cash as of the end of any calendar month during the term of the Scilex Notes, (2) actual cumulative net sales of ZTlido® (lidocaine topical system) 1.8% from the issue date of the Scilex Notes through December 31, 2021 are less than a specified sales threshold for such period, or (3) actual cumulative net sales of ZTlido® (lidocaine topical system) 1.8% for any calendar year during the term of the Scilex Notes, beginning with the 2022 calendar year, are less than a specified sales threshold for such calendar year, Scilex Pharma, as beneficiary of the Letter of Credit, will draw, and the Company will pay to Scilex Pharma, $35,000,000 in a single lump-sum amount as a subordinated loan, and upon receipt by Scilex Pharma of the subordinated loan, the holders of the Scilex Notes shall have the one-time right to require the Company to purchase up to an aggregate of $25,000,000 of the Scilex Notes then outstanding. The Letter of Credit will terminate upon the earliest to occur of: (a) the repayment of the Scilex Notes in full, (b) the actual net sales of ZTlido® (lidocaine topical system) 1.8% for any calendar year during the term of the Scilex Notes exceeding a certain threshold, (c) the consummation of an initial public offering on a major international stock exchange by Scilex Pharma that satisfies certain valuation thresholds, and (d) the replacement of the Letter of Credit with another letter of credit in form and substance, including as to the identity and creditworthiness of issuer, reasonably acceptable to the holders of at least 80% in principal amount of outstanding Scilex Notes. On October 1, 2019, Scilex Pharma, the Company, the Trustee and the Agent, and the beneficial owners of the Scilex Notes and the holders of such Scilex Notes listed on the signature pages thereto (the “Holders”) entered into an omnibus amendment (the “Omnibus Amendment”) to: (i) the Indenture, and (ii) that certain Irrevocable Standby Letter of Credit issued by the Company to Scilex Pharma as further described in Note 18. As of September 30, 2019, the estimated fair value of the Scilex Notes was approximately $144.4 million compared to the carrying value of $151.4 million. The Company uses the discounted cash flow method under the income approach, which involves significant Level 3 inputs and assumptions, combined with a Monte Carlo simulation, as appropriate. The value of the debt instrument is based on the present value of future principal payments and the discounted rate of return reflective of the Company’s credit risk. Borrowings of the 2018 Purchase Agreements and Indenture consisted of the following (in thousands): September 30, 2019 December 31, 2018 Face value of loan $ 224,000 $ 224,000 Unamortized debt discount (77,624) (84,000) Capitalized debt issuance costs (5,313) (5,748) Accretion of debt discount 11,266 6,376 Amortization of debt issuance cost 773 435 Payments (1,701) — Ending balance $ 151,401 $ 141,063 Future minimum payments under the Scilex Notes, based on a percentage of projected net sales of ZTlido ® (lidocaine topical system) 1.8% are estimated as follows (in thousands): Year Ending December 31, 2019 (Remaining three months) $ 633 2020 6,788 2021 15,996 2022 27,130 2023 31,433 2024 43,058 Thereafter 97,261 Total future minimum payments 222,299 Unamortized debt discount (66,358) Unamortized capitalized debt issuance costs (4,540) Total Scilex Notes 151,401 Current portion (5,177) Long-term portion of Scilex Notes $ 146,224 Debt discount and debt issuance costs, which are presented as a direct reduction of the Scilex Notes in the consolidated balance sheets, are amortized as interest expense using the effective interest method. As principal repayments on the Scilex Notes are based on a percentage of net sales of ZTlido ® (lidocaine topical system) 1.8% and SP-103, if a marketing approval letter from the FDA with respect to SP-103 is received, the Company has elected to account for changes in estimated cash flows from future net sales prospectively. Specifically, a new effective interest rate will be determined based on revised estimates of remaining cash flows and changes in expected cash flows will be recognized prospectively. The imputed effective interest rate at September 30, 2019 was 8.49%. The amount of debt discount and debt issuance costs included in interest expense for the three and nine months ended September 30, 2019 was approximately $3.2 million and $12.0 million, respectively. The Company identified a number of embedded derivatives that require bifurcation from the Scilex Notes and separate accounting as a compound derivative. Certain of these embedded features include default interest provisions, contingent rate increases, contingent put options, optional and automatic acceleration provisions and indemnified taxes. The Company recorded this derivative within its consolidated financial statements (See Note 5). The Company re-evaluates this assessment each reporting period. 2018 Oaktree Term Loan Agreement On November 7, 2018, the Company and certain of its domestic subsidiaries (the “Guarantors”) entered into a Term Loan Agreement (the “Loan Agreement”) with certain funds and accounts managed by Oaktree Capital Management, L.P. (collectively, the “Lenders”) and Oaktree Fund Administration, LLC, as administrative and collateral agent (the “Agent”), for an initial term loan of $100.0 million (the “Initial Loan”) and a second tranche of $50.0 million, subject to the achievement of certain commercial and financial milestones between August 7, 2019 and November 7, 2019 and the satisfaction of certain customary conditions (the “Conditional Loan”). The Initial Loan matures on November 7, 2023 (the “Maturity Date”) and bears interest at a rate equal to the London Interbank Offered Rate (“LIBOR”) plus the applicable margin, or 7%. The net proceeds of the Initial Loan were approximately $91.3 million, after deducting estimated loan costs, commissions, fees and expenses and funding a debt service reserve account with approximately $9.6 million (the “Debt Service Reserve Account”), and will be used for general corporate purposes. In connection with the Loan Agreement, the Company and the Guarantors entered into a Collateral Agreement with the Agent (the “Collateral Agreement”). The Collateral Agreement provides that the Initial Loan and the Conditional Loan are secured by substantially all of the Company’s and the Guarantors’ assets and a pledge of 100% of the equity interests in other entities that each of the Company and the Guarantors holds (subject to certain exceptions and other than equity interests held by the Company or a Guarantor in certain foreign subsidiaries, which is limited to 65% of such voting equity interests). In connection with the Loan Agreement, on November 7, 2018, the Company issued to the Lenders warrants to purchase 6,288,985 shares of the Company’s common stock (the “Initial Warrants”). The Initial Warrants have an exercise price per share of $3.28, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will be exercisable from May 7, 2019 through May 7, 2029 and will be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Initial Warrants (the “Initial Warrant Shares”), in which case the Initial Warrants shall also be exercisable on a cashless exercise basis. In connection with the Loan Agreement, on November 7, 2018, the Company and the Lenders entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which, among other things, the Company agreed to file one or more registration statements with the SEC for the purpose of registering for resale the Initial Warrant Shares and the shares of common stock issuable upon exercise of warrants that may be issued in connection with the Conditional Loan (the “Conditional Warrants”). Under the Registration Rights Agreement, the Company agreed to file a registration statement with the SEC registering all of the Initial Warrant Shares and the shares of common stock issuable upon exercise of the Conditional Warrants for resale by no later than the 45th day following the issuance of the Initial Warrants and the Conditional Warrants, respectively. On May 3, 2019, the Company, the Guarantors and the Lenders and the Agent entered into an amendment (the “Amendment”) to the Loan Agreement. Under the terms of the Amendment, among other things, the Lenders agreed to make available to the Company $20.0 million of the Conditional Loan, notwithstanding that the commercial and financial milestones had not occurred (the “Early Conditional Loan”). The Lenders also agreed to loan the Company the remaining $30.0 million of the Conditional Loan upon the satisfaction of the commercial and financial milestones between August 7, 2019 and November 7, 2019 (the “Remaining Conditional Loan” and, together with the Initial Loan and the Early Conditional Loan, the “Term Loans”). The Term Loans, other than the Early Conditional Loan, will mature on November 7, 2023. The Early Conditional Loan will mature on May 3, 2020; however, if the commercial and financial milestones have occurred on or prior to such date, the Early Conditional Loan will mature on November 7, 2023. The Term Loans may be prepaid by the Company, in whole or in part at any time, subject to a prepayment fee. Upon any prepayment or repayment of all or a portion of the Term Loans (including the Early Conditional Loan and the Remaining Conditional Loan), the Company has agreed to pay the Lenders an exit fee equal to 1.25% of the principal amount paid or prepaid amounting to approximately $1.5 million. The Early Conditional Loan was funded on May 3, 2019. The Company accounted for the Amendment as a debt modification and not a debt extinguishment under ASC Topic 470-50, as the terms of the Early Conditional Loan were not substantially different from those of the Initial Loan. The Company incurred approximately $0.8 million in fees directly related to the Amendment which were expensed as incurred during the three months ended June 30, 2019. In connection with the Amendment, on May 3, 2019, the Company issued to the Lenders warrants to purchase an aggregate of 1,333,304 shares of the Company’s common stock (the “2019 Warrants”). The 2019 Warrants have an exercise price per share of $3.94, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will be exercisable from November 3, 2019 through November 3, 2029 and will be exercisable on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the 2019 Warrants (the “2019 Warrant Shares”), in which case the 2019 Warrants shall also be exercisable on a cashless exercise basis. The Company recorded a loss on derivative liabilities associated with the 2019 Warrants of $4.3 million on the issuance date, as the 2019 Warrants were issued with the Amendment. The fair value of the Term Loans was estimated using a discounted cash flow model with Level 3 inputs with key inputs that include debt yield, coupon rate and maturity dates. As of September 30, 2019, the estimated fair value of the Term Loans was approximately $58.2 million. Borrowings under the Initial Loan and the Early Conditional Loan consisted of the following (in thousands): September 30, 2019 December 31, 2018 Face value of loan $ 120,000 $ 100,000 Debt discount - warrants (26,248) (26,659) Debt discount - derivative (6,996) — Capitalized debt issuance costs (7,685) (6,658) Accretion of debt discount 3,014 411 Amortization of debt issuance costs 817 115 Ending balance $ 82,902 $ 67,209 Interest expense recognized for stated interest on the Term Loans totaled $2.9 million and $7.9 million for the three and nine months ended September 30, 2019, respectively. The amount of debt discount and debt issuance costs included in interest expense on the Term Loans for the three and nine months ended September 30, 2019 was approximately $1.4 million and $3.8 million, respectively. The Company identified a number of embedded derivatives that require bifurcation from the Initial Loan and separate accounting as a compound derivative. As the current fair value attributed to the bifurcated compound derivative is immaterial, the Company has not recorded this derivative within its consolidated financial statements. The Company re-evaluates this assessment each reporting period. |
Shareholder Equity
Shareholder Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Shareholder Equity | Shareholder Equity 2019 Public Offering of Common Stock and Warrants On June 28, 2019, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with JMP Securities LLC (the “Representative”), as representative of the several underwriters named therein (the “Underwriters”), relating to a firm commitment underwritten public offering (the “June 2019 Offering”) of 8,333,334 shares of the Company’s common stock (“Common Stock”), Series A warrants to purchase up to an aggregate of 8,333,334 shares of Common Stock (the “Series A Warrants”), Series B warrants to purchase up to an aggregate of 8,333,334 shares of Common Stock (the “Series B Warrants”) and Series C warrants to purchase up to an aggregate of 8,333,334 shares of Common Stock (the “Series C Warrants” and, together with the Series A Warrants and the Series B Warrants, the “Offering Warrants”). The public offering price was $3.00 per share of Common Stock and accompanying Offering Warrants and the Underwriters purchased the Common Stock and accompanying Offering Warrants at a price of $2.82 per share and accompanying Offering Warrants. The Series A Warrants will be exercisable six months from the date of issuance, will expire on the 10-year anniversary of the date of issuance and will have an exercise price of $3.75. The Series B warrants were immediately exercisable upon issuance, will expire on the date that is nine months from the date of issuance and will have an exercise price of $3.00 per share. The Series C Warrants will be exercisable six months from the date of issuance and only to the extent and in proportion to a holder of the Series C Warrants exercising its Series B Warrants, will expire on the 10-year anniversary of the date of issuance and will have an exercise price of $3.75 per share. Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 1,250,000 shares of Common Stock (“Additional Shares”) and/or 1,250,000 combinations of Offering Warrants (comprised of an aggregate of 1,250,000 Series A Warrants, 1,250,000 Series B Warrants and 1,250,000 Series C Warrants) (“Warrant Combinations”), at the public offering price of $2.99 per Additional Share and the public offering price per Warrant Combination of $0.01, less underwriting discounts and commissions. The net proceeds from the June 2019 Offering were approximately $23.3 million, after deducting underwriting discounts and commissions and other estimated offering expenses, and were received in July 2019. |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans Stock Option Activity In September 2019, the Company’s stockholders approved the Sorrento Therapeutics, Inc. 2019 Stock Incentive Plan (the “2019 Plan”). The 2019 Plan replaced and superseded the Company’s Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”) and no further awards will be granted under the 2009 Plan. The following table summarizes stock option activity as of September 30, 2019 under the 2019 Plan, the 2009 Plan and the Company’s Non-Employee Director Plan, and the changes for the period then ended (dollar values in thousands, other than weighted-average exercise price): Options Weighted- Aggregate Outstanding at December 31, 2018 10,523,075 $ 4.91 $ 1,723 Options Granted 2,666,800 $ 3.84 Options Canceled (708,325) $ 1.85 Options Exercised (158,699) $ 5.15 Outstanding at September 30, 2019 12,322,851 $ 4.70 $ 896 The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. The fair value of employee and director stock options was estimated at the grant date using the following assumptions: Nine Months Ended September 30, 2019 2018 Weighted-average grant date fair value $ 3.05 $ 3.79 Dividend yield — % — % Volatility 100 % 81 % Risk-free interest rate 1.87 % 2.93 % Expected life of options 6.1 years 6.1 years The total employee and director stock-based compensation recorded as operating expenses was $2.0 million and $1.2 million for the three months ended September 30, 2019 and 2018, respectively, and $5.5 million and $3.4 million for the nine months ended September 30, 2019 and 2018, respectively. The total unrecognized compensation cost related to unvested employee and director stock option grants as of September 30, 2019 was $17.5 million and the weighted average period over which these grants are expected to vest is 1.5 years. Stock-based compensation expense related to non-employee consultants recorded as operating expenses was $0.4 million and $0.1 million for the three months ended September 30, 2019 and 2018, respectively, and $0.6 million and $0.3 million for the nine months ended September 30, 2019 and 2018, respectively. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following at September 30, 2019: Common stock warrants outstanding under the loan and security agreements 7,688,181 Common stock warrants outstanding under the Hercules securities agreement 306,748 Common stock warrants outstanding under the convertible notes 14,819,872 Common stock warrants outstanding under the 2019 Public Offering of Common Stock and Warrants 25,000,002 Common stock options outstanding under the Non-Employee Director Plan 3,200 Authorized for future grant or issuance under the 2019 Stock Incentive Plan 10,000,000 Shares issuable upon the conversion of the 2018 Notes 5,397,325 Sorrento common stock issuable upon Share Exchange to Semnur Equityholders 9,836,136 Issuable under assignment agreement based upon achievement of certain milestones 80,000 73,131,464 Scilex Pharmaceuticals Inc. 2017 Equity Incentive Plan In June 2017, the Company’s subsidiary, Scilex Pharma, adopted the Scilex Pharmaceuticals Inc. 2017 Equity Incentive Plan (the “Scilex Pharma 2017 Plan”). The Scilex Pharma 2017 Plan reserved 24.0 million shares of Scilex Pharma common stock. Stock options granted under the Scilex Pharma 2017 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. The Scilex Pharma 2017 Plan was amended and restated on July 5, 2018. Upon the Merger Closing, the Scilex Pharma 2017 Equity Incentive Plan was terminated, and each option to purchase Scilex Pharma’s common stock outstanding and unexercised immediately prior to the Merger Closing were cancelled and substituted for that number of options to acquire common stock of Scilex Holding, as further described in Note 4. Total employee and director stock-based compensation expense recorded as operating expenses was $1.0 million and $1.4 million for the three and nine months ended September 30, 2019, respectively. Total employee and director stock-based compensation expense recorded as operating expenses was $0.1 million for the nine months ended September 30, 2018 and was immaterial for the three months ended September 30, 2018. Stock-based compensation expense related to non-employee consultants recorded as operating expenses was $0.6 million and $1.2 million for the three and nine months ended September 30, 2019, respectively. Stock-based compensation expense related to non-employee consultants was immaterial for the three and nine months ended September 30, 2018. Scilex Holding Company 2019 Stock Option Plan The board of directors of Scilex Holding adopted the Scilex Holding Company 2019 Stock Option Plan (the “2019 Stock Option Plan”) on May 28, 2019. The 2019 Stock Option Plan was approved by the stockholders of Scilex Holding on June 7, 2019. 30.0 million shares of common stock of Scilex Holding were reserved for issuance pursuant to the 2019 Stock Option Plan. As of September 30, 2019, options to purchase 25,078,260 shares of the common stock of Scilex Holding were outstanding, which is c omprised of options to purchase 20,738,260 shares of common stock that were outstanding under the 2019 Stock Option Plan and options to purchase 4,340,000 shares of common stock that were outstanding pursuant to options previously granted under the Scilex Pharma 2017 Plan . As of September 30, 2019, 9,261,740 shares were reserved for awards available for future issuance under the 2019 Stock Option Plan. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
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. Other than as set forth below, 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. On April 3, 2019, the Company filed two legal actions against, among others, Patrick Soon-Shiong and entities controlled by him, asserting claims for, among other things, fraud and breach of contract, arising out of Dr. Soon-Shiong’s purchase of the drug Cynviloq™ from the Company in May 2015. The actions allege that Dr. Soon-Shiong and the other defendants, among other things, acquired the drug Cynviloq™ for the purpose of halting its progression to the market. Specifically, the Company has filed: • An arbitration demand with the American Arbitration Association in Los Angeles, California against NantPharma, LLC and Chief Executive Officer Patrick Soon-Shiong, seeking damages in excess of $1.0 billion, as well as additional punitive damages, related to alleged fraud and breaches of the Stock Sale and Purchase Agreement, dated May 14, 2015, entered into between NantPharma, LLC and the Company, included as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2015. On May 24, 2019, NantCell, Inc., Dr. Soon-Shiong and Immunotherapy NANTibody LLC (“NANTibody”) General Counsel Charles Kim filed a motion in the Los Angeles Superior Court to stay or dismiss the Company’s arbitration demand. On October 9, 2019, the Los Angeles Superior Court denied the motion to stay or dismiss the arbitration demand, and the arbitration is ongoing; and • An action in the Los Angeles Superior Court derivatively on behalf of NANTibody against NantCell, Inc., NANTibody Board Member and NantCell, Inc. Chief Executive Officer Patrick Soon-Shiong, and NANTibody officer Charles Kim, related to several breaches of the June 11, 2015 Limited Liability Company Agreement for NANTibody entered into between the Company and NantCell, Inc. The suit also alleges breaches of fiduciary duties and seeks, inter alia, a declaration that the Assignment Agreement entered into on July 2, 2017, between NantPharma, LLC and NANTibody is void and an equitable unwinding of the Assignment Agreement. The suit calls for the restoration of $90.05 million to the NANTibody capital account, thereby restoring the Company’s equity method investment in NANTibody to its invested amount as of June 30, 2017 of $40.0 million. On May 24, 2019, NantCell, Inc. and Dr. Soon-Shiong filed a cross-complaint against the Company and Dr. Ji, seeking unspecified damages, as well as additional punitive damages and specific performance, related to alleged fraud, alleged breaches of the Exclusive License Agreement for certain antibodies (dated April 21, 2015 and entered into between NantCell, Inc. and the Company), and tortious interference with contract. On May 24, 2019, NANTibody and NantPharma, LLC filed a new complaint in the action against the Company and Dr. Ji, seeking unspecified damages, as well as additional punitive damages and specific performance, related to alleged fraud, alleged breaches of the Stock Sale and Purchase Agreement, alleged breaches of the Exclusive License Agreement for certain antibodies (dated April 21, 2015 and entered into between NantCell, Inc. and the Company), and tortious interference with contract. On July 8, 2019, the Company and Dr. Ji filed motions to compel the cross-complaint and new action to arbitration. On October 9, 2019, the Los Angeles Superior Court granted the motions to compel to arbitration all of the claims brought by NANTibody, NantCell, Inc. and NantPharma, LLC, and denied the motions to compel as to the claims brought by Dr. Soon-Shiong. Subsequently, NANTibody, NantCell, Inc., and NantPharma, LLC have re-filed their claims in arbitration. The claims against Dr. Soon-Shiong have been stayed pending resolution of the claims filed in arbitration. The original derivative action is no longer stayed, and the parties are currently engaged in discovery in the suit. Operating Leases The Company leases administrative, research and development, sales and marketing and manufacturing facilities under various non-cancelable lease agreements. Facility leases generally provide for periodic rent increases, and many contain escalation clauses and renewal options. As of September 30, 2019, the Company’s leases have remaining lease terms of approximately 0.7 to 10.2 years, some of which include options to extend the lease terms for up to five years, and some of which allow for early termination. In calculating the lease liability, lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Many of the Company’s leases are subject to variable lease payments. Variable lease payments are recognized in the period in which the obligation for those payments are incurred, are not included in the measurement of the ROU assets or lease liabilities and are immaterial. Additionally, certain leases may be subject to annual changes in the consumer price index (“CPI”). Changes in the CPI are treated as variable lease payments and do not result in a remeasurement of the ROU assets or lease liabilities. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company calculates the associated lease liability and corresponding ROU asset upon lease commencement using a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As of September 30, 2019, the Company has no finance leases. Operating lease costs were approximately $2.6 million and $7.4 million for the three and nine months ended September 30, 2019, respectively, and were primarily comprised of long-term operating lease costs. Short-term operating lease costs were immaterial. Supplemental quantitative information related to leases includes the following (in thousands): Three months ended September 30, 2019 Nine months ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,712 $ 5,057 ROU assets obtained in exchange for new and amended operating lease liabilities $ 2,030 $ 6,777 Weighted average remaining lease term in years - operating leases 9.5 years 9.5 years Weighted average discount rate - operating leases 12.2 % 12.2 % During the third quarter of 2019, Scilex Holding entered a new lease in Palo Alto, CA for approximately 6,000 square feet of corporate office space, which expires in November 2024. In connection with the lease, the Company executed a Guaranty of Lease, guaranteeing the performance of the Scilex Holding’s obligations under the lease. During the second quarter of 2019, Scilex Holding amended its Mission Viejo, CA lease resulting in an extended term through 2024 and approximately 4,000 square feet of additional office space. During the second quarter of 2019, the Company amended its cGMP fill and finish and storage lease resulting in an extended term through 2029 and approximately 21,300 square feet of additional space expected to be added in the first quarter of 2020. Maturities of lease liabilities were as follows (in thousands): Years ending December 31, Operating leases 2019 (Remaining three months) $ 2,043 2020 10,233 2021 9,627 2022 9,649 2023 9,875 2024 9,921 Thereafter 47,027 Total lease payments 98,375 Less imputed interest (41,979) Total lease liabilities as of September 30, 2019 $ 56,396 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company maintains deferred tax assets that 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. These deferred tax assets include net operating loss carryforwards, research credits and temporary differences. In assessing the Company’s ability to realize deferred tax assets, management considers, on a periodic basis, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As such, management has determined that it is appropriate to maintain a valuation allowance against the Company’s U.S. federal and state deferred tax assets, with the exception of an amount equal to its deferred tax liabilities. The Company’s income tax benefit of $0.8 million and $3.2 million reflect effective tax rates of 0.27% and 2.0% for the nine months ended September 30, 2019 and 2018, respectively. The Company’s income tax benefit of $0.2 million and $0.8 million reflect effective tax rates of 0.30% and 1.64% for the three months ended September 30, 2019 and 2018, respectively. The difference between the expected statutory federal tax expense of 21% and the 0.27% effective tax expense for the nine months ended September 30, 2019 was primarily attributable to the valuation allowance against most of the Company’s deferred tax assets. For the nine months ended September 30, 2019, when compared to the same period in 2018, the decrease in the tax benefit and change in effective income tax rate was primarily attributable to the increased valuation allowance in 2019. The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. The Company’s tax years for 2007 and later are subject to examination by the U.S. and state tax authorities due to the existence of the NOL carryforwards. |
Related Party Agreements
Related Party Agreements | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Agreements | Related Party Agreements As further discussed in Note 4, on March 18, 2019, the Company entered into a Merger Agreement with Semnur, Scilex Holding, Merger Sub and Fortis Advisors LLC, solely as representative of the Equityholders’ Representative. Pursuant to the Merger Agreement, Merger Sub merged with and into Semnur, with Semnur surviving as a wholly owned subsidiary of Scilex Holding. Jaisim Shah, a member of the Company’s Board of Directors, was Semnur’s Chief Executive Officer, a member of its Board of Directors and a stockholder of Semnur prior to the acquisition transaction. Following the issuance of the Stock Consideration as discussed in Note 4, the Company is the owner of approximately 58% of Scilex Holding’s issued and outstanding capital stock. Semnur is party to an Assignment Agreement with Shah Investor LP, pursuant to which Shah Investor LP assigned certain intellectual property to Semnur and Semnur agreed to pay Shah Investor LP a contingent quarterly royalty in the low-single digits based on quarterly net sales of any pharmaceutical formulations for local delivery of steroids by injection developed using such intellectual property, which would include SEMDEXA. Mahendra Shah, Ph.D., who has served on the board of directors of Scilex Holding since March 2019, is the managing partner of Shah Investor LP. As of September 30, 2019, approximately 15% of the outstanding capital stock of Scilex Holding represents a noncontrolling interest and continues to be held by ITOCHU CHEMICAL FRONTIER Corporation. Scilex Pharma has entered into a product development agreement with ITOCHU CHEMICAL FRONTIER Corporation, which serves as the sole manufacturer and supplier to Scilex Pharma for the ZTlido ® product. During the three and nine months ended September 30, 2019, Scilex Pharma purchased approximately $1.7 million and $7.1 million, respectively, of inventory from ITOCHU CHEMICAL FRONTIER Corporation. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share For the three and nine months ended September 30, 2019 and 2018, basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss 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 loss per share for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator Net loss attributable to Sorrento $ (64,415) $ (47,328) $ (229,248) $ (153,764) Net loss attributable to Semnur holders of Scilex Holding (6,205) — (34,819) — Net loss used for diluted earnings per share $ (70,620) $ (47,328) $ (264,067) $ (153,764) Denominator for Basic Loss Per Share 130,800 117,021 125,240 100,959 Potentially dilutive shares of Sorrento common stock issuable upon Share Exchange 9,645 — 7,025 — Denominator for Diluted Loss Per Share 140,445 117,021 132,265 100,959 Basic Loss Per Share $ (0.49) $ (0.40) $ (1.83) $ (1.52) Diluted Loss Per Share $ (0.50) $ (0.40) $ (2.00) $ (1.52) The potentially dilutive stock options that would have been excluded because the effect would have been anti-dilutive for the nine months ended September 30, 2019 and 2018 were 9.7 million and 3.6 million, respectively. The potentially dilutive warrants that would have been excluded because the effect would have been anti-dilutive for the nine months ended September 30, 2019 and 2018 were 47.8 million and 5.6 million, respectively. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information During the quarter ended March 31, 2019, the Company realigned its businesses into two operating and reportable segments, Sorrento Therapeutics and Scilex. The Company reports segment information based on the management approach. The management approach designates the internal reporting used by the Chief Operating Decision Maker (“CODM”), which is the Company’s Chief Executive Officer, for making decisions and assessing performance as the source of the Company’s reportable segments. The CODM allocates resources and assesses the performance of each operating segment based on licensing, sales and services revenue, operating expenses, and operating income (loss) before interest and taxes. The Company has determined its reportable segments to be Sorrento Therapeutics and Scilex based on the information used by the CODM. Sorrento Therapeutics . The Sorrento Therapeutics segment is organized around the Company’s Immuno-Oncology therapeutic area, leveraging its proprietary G-MAB™ antibody library and targeted delivery modalities to generate the next generation of cancer therapeutics. These modalities include proprietary CAR-T, DAR-T, ADCs as well as bispecific antibody approaches. Additionally, this segment also includes Sofusa ® , a revolutionary drug delivery system that delivers biologics directly into the lymphatic system to potentially achieve improved efficacy and fewer adverse effects than standard parenteral immunotherapy, and resiniferatoxin (“RTX”), which is a non-opioid-based neurotoxin and is currently in clinical trials for late stage cancer pain and osteoarthritis. Scilex . The Scilex segment is largely organized around the Company’s non-opioid pain management operations. As of September 30, 2019, revenues from the Scilex segment are exclusively derived from the sale of ZTlido ® (lidocaine topical system) 1.8%. • In October 2018, Scilex Pharma commercially launched its ZTlido ® (lidocaine topical system) 1.8% product and began recognizing revenue in the fourth quarter of 2018. • Semnur’s SEMDEXA TM (SP-102) compound is the first non-opioid corticosteroid formulated as a viscous gel injection in development for the treatment of lumbosacral radicular pain/sciatica, containing no neurotoxic preservatives, surfactants, solvents or particulates. SEMDEXA TM has been awarded fast track status by the FDA. See Note 4 for further detail on the Semnur acquisition. The Company manages its assets on a company basis, not by segments, as many of its assets are shared or commingled. The Company’s CODM does not regularly review asset information by reportable segment and, therefore, it does not report asset information by reportable segment. The majority of long-lived assets for both segments are located in the United States. The following table presents information about the Company’s reportable segments for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, 2019 2018 (in thousands) Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total External revenues $ 2,007 $ 3,771 $ 5,778 $ 4,105 $ — $ 4,105 Operating expenses 34,480 24,581 59,061 41,641 10,371 52,012 Operating loss (32,473) (20,810) (53,283) (37,536) (10,371) (47,907) Nine Months Ended September 30, 2019 2018 (in thousands) Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total External revenues $ 7,109 $ 11,289 $ 18,398 $ 14,264 $ — $ 14,264 Operating expenses 105,912 139,300 245,212 105,419 17,670 123,089 Operating loss (98,803) (128,011) (226,814) (91,155) (17,670) (108,825) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events 2019 Registered Direct Offering On October 9, 2019, the Company announced the closing of its previously announced registered direct offering of 10,869,566 shares of its common stock and warrants to purchase up to 10,869,566 shares of its common stock, at a combined purchase price of $2.30 per share and related warrant. The net proceeds from this offering were approximately $23.4 million, after deducting the placement agent’s fees and other estimated offering expenses, and were received in October 2019. The Company currently intends to use the net proceeds from the offering for the continued clinical development of its RTX and CD38 CAR-T programs and general research and development, working capital and general corporate purposes. 2019 Equity Distribution Agreement In October 2019, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with JMP Securities LLC, as sales agent (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Sales Agent, as sales agent or principal (the “Offering”), up to $75.0 million in shares of its common stock (the “Shares”). Any Shares offered and sold in the Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-221443) filed with the SEC on November 9, 2017, as amended on December 1, 2017 and declared effective on December 6, 2017 (the “Form S-3”), the base prospectus dated December 6, 2017 included in the Form S-3 and the prospectus supplement relating to the Offering filed with the SEC on October 1, 2019. Under the terms of the Distribution Agreement, the Sales Agent will be entitled to a commission at a fixed rate of 3.0% of the gross proceeds from each sale of Shares under the Distribution Agreement. The Company will also reimburse the Sales Agent for certain expenses incurred in connection with the Distribution Agreement, and agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The Company currently intends to use any net proceeds from the Offering for working capital and general corporate purposes. Omnibus Amendment No. 1 to Indenture and Letter of Credit On October 1, 2019, Scilex Pharma, the Company, U.S. Bank National Association, as trustee (the “Trustee”) and collateral agent (the “Agent”), and the beneficial owners of the Scilex Notes and the holders of such Scilex Notes listed on the signature pages thereto (the “Holders”) entered into an omnibus amendment (the “Omnibus Amendment”) to: (i) the Indenture, and (ii) that certain Irrevocable Standby Letter of Credit issued by the Company to Scilex Pharma in the maximum aggregate amount of $35.0 million, with a date of issuance of September 7, 2018 (the “Letter of Credit”). Under the terms of the Omnibus Amendment, among other things, the defined term “Change of Control” was revised to include, in addition to certain events described in the Indenture, (i) prior to the consummation of an initial public offering by Scilex Holding (the “Scilex Holding IPO”), the Company ceasing to own, directly or indirectly, a majority of the total voting and economic power of the issued and outstanding capital stock that is entitled to vote in the election of the Board of Directors (the “Voting Stock”) of Scilex Pharma, (ii) at any time following the consummation of the Scilex Holding IPO, Scilex Pharma becoming aware of the acquisition by any person or group acquiring, in a single or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership of a majority of the total voting power of the issued and outstanding Voting Stock of Scilex Pharma or Scilex Holding, and (iii) Scilex Holding failing at any time to own 100% of the capital stock of Scilex Pharma. The Omnibus Amendment also provides that Scilex Pharma will agree not to engage in or enter into any business other than the research, development, manufacture, sale, distribution, marketing, detailing, promotion, selling and securing of reimbursement of ZTlido ® (lidocaine topical system) 1.8% and any future iterations, improvements or modifications thereof (the “Product”), on a worldwide basis (exclusive of Japan), and activities that are necessary for, or otherwise relevant to, the same, subject to certain exceptions. The Omnibus Amendment further provides that, if Scilex Holding fails to contribute $25.0 million of the proceeds of any Scilex Holding IPO to Scilex Pharma within three business days following the closing of the issuance and sale of Scilex Holding’s capital stock in the Scilex Holding IPO, such failure shall constitute an “Event of Default” under the Indenture. In connection with the Omnibus Amendment, in the event of consummation of a Scilex Holding IPO that satisfies certain valuation thresholds, Scilex Pharma agreed to repurchase, from each holder of Scilex Notes, Scilex Notes in a principal amount equal to (i) $20.0 million multiplied by (ii) a fraction the numerator of which will be the then outstanding principal amount of the Scilex Notes held by such holder and the denominator of which will be the then outstanding principal amount of all of the outstanding Scilex Notes, at a purchase price in cash equal to 100% of the principal amount thereof (such repurchase, the “Effective Date Repurchase”). Pursuant to the Omnibus Amendment, the Holders agreed to release the funds in the reserve account for the purpose of consummating the Effective Date Repurchase and the remaining funds in the reserve account after the consummation of the Effective Date Repurchase will be released to Scilex Pharma by the Trustee and Agent. After the consummation of the Effective Date Repurchase, the right of the holders of the Scilex Notes to require Scilex Pharma to repurchase $20.0 million principal amount upon failure to receive a marketing approval letter from the FDA with respect to SP-103 by July 1, 2023 shall have no further force and effect and the Reserve Account shall be closed. The Omnibus Amendment also modifies the Letter of Credit to provide that one of the conditions that will terminate the Letter of Credit will be the consummation of a Scilex Holding IPO that satisfies certain valuation thresholds. The Omnibus Amendment will be effective upon the satisfaction of certain terms and conditions, including the consummation of the Effective Date Repurchase. The Omnibus Amendment will terminate if the Omnibus Amendment does not become effective on or prior to October 1, 2020. Note Conversion Agreement On November 8, 2019, the Company entered into a note conversion agreement (the “Conversion Agreement”) with the holders (the “Convertible Noteholders”) of convertible promissory notes issued by the Company on June 13, 2018 (the “Convertible Notes”) pursuant to the March 2018 Securities Purchase Agreement. The Convertible Notes accrued simple interest at a rate equal to 5.0% per annum and would mature upon the earlier to occur of (a) June 13, 2023, and (b) the date of the closing of a change in control of the Company (the “Maturity Date”). Pursuant to the terms of the Convertible Notes, at any time and from time to time before the Maturity Date, each March 2018 Purchaser had the option to convert any portion of the outstanding principal amount of such March 2018 Purchaser’s Convertible Note into shares of the Company’s common stock at a price per share equal to $7.0125. Upon conversion of any of the principal amount of a Convertible Note, all accrued and unpaid interest on such portion of the principal amount would become due and payable in cash. Pursuant to the Conversion Agreement, the Convertible Notes were amended to provide that (a) the conversion price for the Convertible Notes was reduced from $7.0125 per share to $1.70 per share, and (b) upon the conversion of any portion of the outstanding principal amount of a Convertible Note, all accrued but unpaid interest on such portion of the principal amount being converted shall also be converted into shares of the Company’s common stock at $1.70 per share (collectively, the “Amendment”). In connection with the Amendment, each of the Convertible Noteholders further agreed to convert the full principal amount, plus all accrued but unpaid interest, under such Convertible Noteholder’s Convertible Note, as amended by the Amendment, into shares of the Company’s common stock on November 8, 2019. As of November 8, 2019, the aggregate outstanding principal amount of the Convertible Notes was $37,848,750 (the “Principal Amount”) and the aggregate accrued interest under the Convertible Notes was $674,018.84 (the “Accrued Interest”). Pursuant to the Conversion Agreement, on November 8, 2019, 22,660,449 shares of the Company’s common stock were issued to the Convertible Noteholders upon the conversion of the full Principal Amount and the Accrued Interest (the “Conversion Shares”). None of the Conversion Shares were registered under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the March 2018 Securities Purchase Agreement, the Company previously registered 5,397,325 of the Conversion Shares for resale under the Securities Act pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-229609) filed with the SEC on February 11, 2019, as amended by Amendment No. 1 thereto filed with the SEC on May 3, 2019, and declared effective on May 7, 2019 (the “Prior Registration Statement”). Pursuant to the Conversion Agreement, the Company agreed to prepare and file by no later than December 9, 2019 a registration statement with the SEC for the purpose of registering for resale the remaining 17,263,124 Conversion Shares that were not covered under the Prior Registration Statement. |
Significant Accounting Polici_2
Significant Accounting Policies - (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations and Basis Of Presentation | Na t ure of Operations and Basis of Presentation Sorrento Therapeutics, Inc. (Nasdaq: SRNE), together with its subsidiaries (collectively, the “Company”) is a clinical stage and commercial biopharma company focused on delivering innovative and clinically meaningful therapies to patients and their families, globally, to address unmet medical needs. The Company primarily focuses on therapeutic areas in Immuno-Oncology and Non-Opioid Pain Management. The Company also has programs assessing the use of its technologies and products in auto-immune, inflammatory and neurodegenerative diseases. At its core, the Company is an antibody-centric company and leverages its proprietary G-MAB™ library and targeted delivery modalities to generate the next generation of cancer therapeutics. The Company’s fully human antibodies include PD-1, PD-L1, CD38, CD123, CD47, c-MET, VEGFR2, CCR2 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 chimeric antigen receptor T-cell therapy (“CAR-T”), dimeric antigen receptor T-cell therapy (“DAR-T”) and antibody drug conjugates (“ADCs”), as well as bispecific antibody approaches. The Company acquired Sofusa ® , a revolutionary drug delivery system, in July 2018, which delivers biologics directly into the lymphatic system to potentially achieve improved efficacy and fewer adverse effects than standard parenteral immunotherapy. Additionally, the Company’s majority owned subsidiary, Scilex Holding Company (“Scilex Holding”), acquired the assets of Semnur Pharmaceuticals, Inc. (“Semnur”) in March 2019. Semnur’s SEMDEXA TM (SP-102) compound is expected to be the first FDA-approved non-opioid corticosteroid formulated as a viscous gel injection in development for the treatment of lumbosacral radicular pain/sciatica, containing no neurotoxic preservatives, surfactants, solvents or particulates. With each of the Company’s clinical and pre-clinical programs, it 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 it 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 close to entering the clinic. These include cellular therapies, an oncolytic virus and a palliative care program targeted to treat intractable cancer pain. Through September 30, 2019, the Company had devoted substantially all of its efforts to developing products, raising capital and building infrastructure. The Company has reclassified historically presented revenue and cost of revenue to conform to the current period presentation. The reclassification had no impact on previously reported results of operations or financial position. 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. In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are only normal, recurring and necessary for a fair statement of financial position, results of operations and cash flows. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Operating results for interim periods are not expected to be indicative of operating results for the Company’s 2019 fiscal year, or any subsequent period. |
Liquidity and Going Concern | Liquidity and Going ConcernThe 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 recurring losses from operations, recurring negative cash flows from operations and substantial cumulative net losses to date 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. The Company has plans in place to obtain sufficient additional funds 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, 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. As a result, management has concluded that the aforementioned conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. As of September 30, 2019, the Company had $356.5 million of long term debt outstanding, comprised of convertible notes issued pursuant to the March 2018 Securities Purchase Agreement (as defined below), the 2018 Purchase Agreements (as defined below) and the Indenture (as defined below) for Scilex Pharmaceuticals Inc. (“Scilex Pharma”) and the Loan Agreement (as defined below) (collectively, the “Debt Arrangements”) (See Note 10). Each of the Debt Arrangements provides that, upon the occurrence of an event of default, the Purchasers or Lenders thereof (as applicable) may, by written notice to the Company, declare all of the outstanding principal and interest under such Debt Arrangement immediately due and payable. For purposes of the Debt Arrangements, an event of default includes, among other things, (i) the failure to pay outstanding indebtedness when due, (ii) the Company’s breach of certain representations, warranties, covenants or obligations under the documents relating to the Debt Arrangements, or (iii) the occurrence of certain insolvency events involving the Company. The Company believes that it is not probable that the material adverse event clause under the Debt Arrangements 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. |
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 (“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 consolidated 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. |
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. |
Inventory | Inventory The Company determines inventory cost on a first-in, first-out basis. The Company reduces the carrying value of inventories to a lower of cost or net realizable value for those items that are potentially excess, obsolete or slow-moving. The Company considers the need for allowances for excess and obsolete inventory based upon historical experience, sales trends, and specific categories of inventory and age of on-hand inventory. As of September 30, 2019, the Company’s inventory is primarily comprised of finished goods, and the related allowance for excess inventory was $2.2 million. |
Research and Development Costs | Research and Development Costs 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 or drug delivery devices, as well as future milestone payments associated with asset acquisitions that do not meet the definition of a derivative and are deemed probable to achieve the milestones, are immediately expensed as acquired in-process research and development provided that the drug has not obtained regulatory approval for marketing and, absent obtaining such approval, have no alternative future use. The acquired in-process research and development related to the business combination of Virttu Biologics Limited (“Virttu”), for which certain products are under development and expected to be commercialized in the future, was capitalized and recorded within “Intangibles, net” on the accompanying consolidated balance sheets. The Company commenced amortization of acquired in-process research and development related to the business combination of Scilex Pharma upon commercialization of ZTlido ® (lidocaine topical system) 1.8% in October 2018. Capitalized 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. (See Note 4 for further discussion of acquired in-process research and development expense related to the acquisition of Semnur). |
Revenue Recognition | Revenue Recognition As of September 30, 2019, the future performance obligations for royalty and license revenues relate to the license agreements with ImmuneOncia Therapeutics, LLC (“ImmuneOncia”) and NantCell, Inc. (“NantCell”). The Company considers both of these entities as related parties and accounts for them as equity method and cost method investments, respectively. The total consideration for the ImmuneOncia license performance obligation, effective September 1, 2016, represented $9.6 million. The estimated revenue expected to be recognized for future performance obligations, as of September 30, 2019, was approximately $8.1 million. The Company expects to recognize license revenue of approximately $0.5 million of the remaining performance obligation annually through the remaining term. The Company applied judgment in estimating the 20-year contract term, analogous to the expected life of the patent, over which revenue is recognized over time given the ongoing performance obligation related to the Company’s participation on a steering committee for the technologies under the agreement. As of September 30, 2019, the NantCell license agreement, effective April 21, 2015, represented $110.0 million of contract liabilities reflected in long-term deferred revenue. See Note 9 for additional information regarding the remaining performance obligation for the agreement. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed. The Company applied the practical expedient in Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers to the revenue contracts for Concortis Biosystems Corp. (“Concortis”) sales and services and materials and supply agreements due to the general short-term length of such contracts. The following table shows revenue disaggregated by product and services type for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Scilex Pharma product sales $ 3,770 $ — $ 11,289 $ — Other product sales 40 1,121 579 1,982 Net product revenue $ 3,810 $ 1,121 $ 11,868 $ 1,982 Concortis Biosystems Corporation $ 1,607 $ 1,042 $ 4,622 $ 3,400 Bioserv Corporation 233 1,528 1,540 4,895 Joint development agreement — — — 3,333 Other revenue 128 414 368 654 Service revenue $ 1,968 $ 2,984 $ 6,530 $ 12,282 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. Scilex Holding The Company’s revenue is generated from product sales within the United States. The Company does not have significant costs associated with costs to obtain contract with its customer. Substantially all of the Company’s revenue and accounts receivable result from a sole customer. Revenue from product sales is fully comprised of sales of ZTlido ® (lidocaine topical system) 1.8%. The Company’s performance obligation with respect to sales of ZTlido ® (lidocaine topical system) 1.8% is satisfied at a point in time, which transfers control upon delivery of product to the customer. The Company considers control to have transferred upon delivery because the customer has legal title to the asset, physical possession of the asset has been transferred to the customer, the customer has significant risks and rewards of ownership of the asset, and the Company has a present right to payment at that time. The Company identified a single performance obligation. Invoicing typically occurs upon shipment and the length of time between invoicing and when payment is due is not significant. The aggregate dollar value of unfulfilled orders as of September 30, 2019 was not material. For product sales, the Company records gross-to-net sales adjustments for government and managed care rebates, chargebacks, wholesaler and distributor fees, sales returns and prompt payment discounts. Such variable consideration are estimated in the period of the sale and are estimated using a most likely amount approach based primarily upon provisions included in the Company’s customer contract, customary industry practices and current government regulations. There were no significant changes in estimates of variable consideration during the nine months ended September 30, 2019. Concortis Biosystems Corporation (“Concortis”) Revenues for Concortis operations are comprised of contract manufacturing associated with sales of customized reagents and relate to providing synthetic expertise to a customers’ synthesis of reagents by delivering proprietary cytotoxins, linkers and linker-toxins and ADC service using industry standard toxins and antibodies provided by customers. Revenues are recognized at a point in time upon the transfer of control, which is generally upon shipment given the short contract terms which are generally three months or less. Bioserv Corporation ( “ Bioserv ” ) Contract manufacturing services associated with the Company’s Bioserv operations related to finish and fill activities for drug products and reagents are recognized ratably over the contract term based on a time-based measure which reflects the transfer of services to the customer because the manufactured products are highly customized and do not have an alternative use to the Company. As of December 31, 2018 and September 30, 2019, the estimated revenue expected to be recognized for future performance obligations associated with contract manufacturing services was approximately $1.6 million and $1.2 million, respectively. The following table includes Bioserv sales and services revenue expected to be recognized in the future related to performance obligations that are undelivered or partially delivered at the end of the reporting period and do not include contracts with original durations of one year or less (in thousands): Remainder of 2019 2020 2021 and thereafter Contract manufacturing services $403 $701 $109 Joint Development Agreement On September 26, 2017, the Company entered into a joint development agreement with Celularity Inc. (“Celularity”) whereby the Company agreed to provide research services to Celularity through June 30, 2018 in exchange for an upfront payment of $5.0 million. The revenue related to the joint development agreement of $5.0 million was recognized over the length of the service agreement as services were performed. The Company recorded sales and services revenues under the joint development agreement of $3.3 million during the nine months ended September 30, 2018. The Company recorded no sales and services revenues under the joint development agreement during the nine months ended September 30, 2019 as such arrangement is complete. |
Reorganization of Segments | Reorganization of SegmentsStarting on January 1, 2019, the Company re-segmented its business into two new operating segments: the Sorrento Therapeutics segment and the Scilex segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. In July 2018, the FASB issued ASU No. 2018-11, which allows for an optional transition method to adopt the lease standard by recognizing a cumulative-effect adjustment to the opening balance sheet of retained earnings in the period of adoption, with no adjustment to prior comparative periods. In March 2019, the FASB issued ASU No. 2019-01, which clarifies that entities are not subject to the transition disclosure requirements in Accounting Standards Codification (“ASC”) Topic 250-10-50-3 related to the effect of an accounting change on certain interim period financial information. ASU No. 2016-02 and all subsequent amendments (collectively, “ASC 842”) were effective for public entities for annual reporting periods beginning after December 15, 2018, including interim periods therein. The Company adopted ASC 842 during the first quarter of 2019 and elected to apply the cumulative-effect adjustment to the opening balance sheet and optional transition method to not present comparable prior periods as allowed under ASU No. 2018-11. The Company made the following practical expedients elections: (1) elected the short-term lease exception, (2) did not elect hindsight, and (3) elected to not separate its non-lease components from lease components. The Company adopted the transitional practical expedients, which allowed the Company to carry forward its historical assessment of whether existing agreements contained a lease and the classification of the Company’s existing operating leases, and also allowed the Company to not reassess initial direct costs. The adoption of ASC 842 resulted in the recording of $44.9 million in operating lease right-of-use (“ROU”) assets and $2.6 million and $47.8 million in current portion of operating lease liabilities and non-current operating lease liabilities, respectively. Deferred rent, recorded in other current liabilities and other non-current liabilities, was derecognized. There were no adjustments to retained earnings. The Company reports financial information for fiscal years ending on or before December 31, 2018 under the previous lease accounting standard. 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 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 the Company’s consolidated financial position, results of operations or cash flows. In July 2019, the FASB issued ASU No. 2019-07, Codification Updates to SEC Sections - Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update) (“ASU 2019-07”). ASU 2019-07 aligns the guidance in various sections of the ASC with the requirements of certain final rules of the Securities and Exchange Commission. ASU 2019-07 was effective immediately. The adoption of ASU 2019-07 did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Significant Accounting Polici_3
Significant Accounting Policies - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Revenues by Category | The following table shows revenue disaggregated by product and services type for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Scilex Pharma product sales $ 3,770 $ — $ 11,289 $ — Other product sales 40 1,121 579 1,982 Net product revenue $ 3,810 $ 1,121 $ 11,868 $ 1,982 Concortis Biosystems Corporation $ 1,607 $ 1,042 $ 4,622 $ 3,400 Bioserv Corporation 233 1,528 1,540 4,895 Joint development agreement — — — 3,333 Other revenue 128 414 368 654 Service revenue $ 1,968 $ 2,984 $ 6,530 $ 12,282 |
Schedule of Remaining Performance Obligation | The following table includes Bioserv sales and services revenue expected to be recognized in the future related to performance obligations that are undelivered or partially delivered at the end of the reporting period and do not include contracts with original durations of one year or less (in thousands): Remainder of 2019 2020 2021 and thereafter Contract manufacturing services $403 $701 $109 |
Fair Value Measurements - (Tabl
Fair Value Measurements - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
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 September 30, 2019 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 34,649 $ 34,649 $ — $ — Restricted cash 54,742 54,742 — — Marketable securities 94 81 — 13 Total assets $ 89,485 $ 89,472 $ — $ 13 Liabilities: Derivative liabilities $ 9,000 $ — $ — $ 9,000 Derivative liabilities - Non-current 29,500 — — 29,500 Acquisition consideration payable 11,312 — — 11,312 Acquisition consideration payable - Non-current 828 — — 828 Total liabilities $ 50,640 $ — $ — $ 50,640 Fair Value Measurements at December 31, 2018 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 158,738 $ 158,738 $ — $ — Restricted cash 54,592 54,592 — — Marketable securities 297 247 — 50 Total assets $ 213,627 $ 213,577 $ — $ 50 Liabilities: Acquisition consideration payable $ 11,312 $ — $ — $ 11,312 Acquisition consideration payable - Non-current 725 — — 725 Total liabilities $ 12,037 $ — $ — $ 12,037 |
Contingent Consideration Liabilities | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities Measured at Fair Value Using Significant Unobservable Inputs | The following table includes a summary of the Company’s contingent consideration liabilities and acquisition consideration payables associated with acquisitions. (in thousands) Fair Value Beginning balance at December 31, 2018 $ 12,037 Re-measurement of Fair Value 103 Ending balance at September 30, 2019 $ 12,140 |
Derivative liabilities - Non-current | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities Measured at Fair Value Using Significant Unobservable Inputs | The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the nine months ended September 30, 2019: (in thousands) Fair Value Beginning Balance at December 31, 2018 $ — Additions 6,996 Re-measurement of Fair Value 31,504 Ending Balance at September 30, 2019 $ 38,500 |
Property and Equipment - (Table
Property and Equipment - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 2019 December 31, 2018 Furniture and fixtures $ 1,240 $ 1,127 Office equipment 659 632 Machinery and lab equipment 30,675 27,690 Leasehold improvements 9,716 9,001 Construction in progress 8,654 1,221 50,944 39,671 Less accumulated depreciation (20,606) (15,287) $ 30,338 $ 24,384 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Company's Identifiable Intangible Assets | A summary of the Company’s identifiable intangible assets as of September 30, 2019 and December 31, 2018 is as follows (in thousands, in years): September 30, 2019 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Intangibles, Net Customer relationships 6 $ 1,585 $ 1,394 $ 191 Acquired technology 19 3,410 1,016 2,394 Acquired in-process research and development 15 36,299 1,463 34,836 Patent rights 15 32,720 6,376 26,344 Assembled workforce 5 $ 605 $ 71 $ 534 Total intangible assets $ 74,619 $ 10,320 $ 64,299 December 31, 2018 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Intangibles, Net Customer relationships 6 $ 1,585 $ 1,373 $ 212 Acquired technology 19 3,410 885 2,525 Acquired in-process research and development 15 35,834 366 35,468 Patent rights 15 32,720 4,742 27,978 Assembled workforce 5 105 5 100 Total intangible assets $ 73,654 $ 7,371 $ 66,283 |
Schedule of Estimated Future Amortization Expense Related to Intangible Assets | Estimated future amortization expense related to intangible assets at September 30, 2019 is as follows (in thousands): Years Ending December 31, Amount 2019 (Remaining three months) $ 992 2020 3,966 2021 5,020 2022 5,020 2023 5,015 2024 4,924 Thereafter 39,362 Total expected future amortization $ 64,299 |
Debt - (Tables)
Debt - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Instrument [Line Items] | |
Schedule of Borrowings of the 2018 Purchase Agreements and Indenture | Borrowings of the 2018 Purchase Agreements and Indenture consisted of the following (in thousands): September 30, 2019 December 31, 2018 Face value of loan $ 224,000 $ 224,000 Unamortized debt discount (77,624) (84,000) Capitalized debt issuance costs (5,313) (5,748) Accretion of debt discount 11,266 6,376 Amortization of debt issuance cost 773 435 Payments (1,701) — Ending balance $ 151,401 $ 141,063 |
Future Minimum Payments under Amended and Restated Loan and Security Agreement | Future minimum payments under the Scilex Notes, based on a percentage of projected net sales of ZTlido ® (lidocaine topical system) 1.8% are estimated as follows (in thousands): Year Ending December 31, 2019 (Remaining three months) $ 633 2020 6,788 2021 15,996 2022 27,130 2023 31,433 2024 43,058 Thereafter 97,261 Total future minimum payments 222,299 Unamortized debt discount (66,358) Unamortized capitalized debt issuance costs (4,540) Total Scilex Notes 151,401 Current portion (5,177) Long-term portion of Scilex Notes $ 146,224 |
Oaktree Capital Management, L.P. | Term Loan Tranche One | |
Debt Instrument [Line Items] | |
Schedule of Borrowing Under Notes | Borrowings under the Initial Loan and the Early Conditional Loan consisted of the following (in thousands): September 30, 2019 December 31, 2018 Face value of loan $ 120,000 $ 100,000 Debt discount - warrants (26,248) (26,659) Debt discount - derivative (6,996) — Capitalized debt issuance costs (7,685) (6,658) Accretion of debt discount 3,014 411 Amortization of debt issuance costs 817 115 Ending balance $ 82,902 $ 67,209 |
Convertible Debt | |
Debt Instrument [Line Items] | |
Schedule of Borrowing Under Notes | Borrowings under the Notes consisted of the following (in thousands): September 30, 2019 December 31, 2018 Face value of loan $ 37,849 $ 37,849 Unamortized debt discount (14,288) (14,804) Accretion of debt discount 1,684 515 Ending balance $ 25,245 $ 23,560 |
Stock Incentive Plans - (Tables
Stock Incentive Plans - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Summary of Stock Option Activity | September 30, 2019 under the 2019 Plan, the 2009 Plan and the Company’s Non-Employee Director Plan, and the changes for the period then ended (dollar values in thousands, other than weighted-average exercise price): Options Weighted- Aggregate Outstanding at December 31, 2018 10,523,075 $ 4.91 $ 1,723 Options Granted 2,666,800 $ 3.84 Options Canceled (708,325) $ 1.85 Options Exercised (158,699) $ 5.15 Outstanding at September 30, 2019 12,322,851 $ 4.70 $ 896 |
Fair Value of Employee Stock Options | The fair value of employee and director stock options was estimated at the grant date using the following assumptions: Nine Months Ended September 30, 2019 2018 Weighted-average grant date fair value $ 3.05 $ 3.79 Dividend yield — % — % Volatility 100 % 81 % Risk-free interest rate 1.87 % 2.93 % Expected life of options 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 September 30, 2019: Common stock warrants outstanding under the loan and security agreements 7,688,181 Common stock warrants outstanding under the Hercules securities agreement 306,748 Common stock warrants outstanding under the convertible notes 14,819,872 Common stock warrants outstanding under the 2019 Public Offering of Common Stock and Warrants 25,000,002 Common stock options outstanding under the Non-Employee Director Plan 3,200 Authorized for future grant or issuance under the 2019 Stock Incentive Plan 10,000,000 Shares issuable upon the conversion of the 2018 Notes 5,397,325 Sorrento common stock issuable upon Share Exchange to Semnur Equityholders 9,836,136 Issuable under assignment agreement based upon achievement of certain milestones 80,000 73,131,464 |
Commitments and Contingencies -
Commitments and Contingencies - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease Cost | Supplemental quantitative information related to leases includes the following (in thousands): Three months ended September 30, 2019 Nine months ended September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,712 $ 5,057 ROU assets obtained in exchange for new and amended operating lease liabilities $ 2,030 $ 6,777 Weighted average remaining lease term in years - operating leases 9.5 years 9.5 years Weighted average discount rate - operating leases 12.2 % 12.2 % |
Schedule of Operating Lease Liability Maturities | Maturities of lease liabilities were as follows (in thousands): Years ending December 31, Operating leases 2019 (Remaining three months) $ 2,043 2020 10,233 2021 9,627 2022 9,649 2023 9,875 2024 9,921 Thereafter 47,027 Total lease payments 98,375 Less imputed interest (41,979) Total lease liabilities as of September 30, 2019 $ 56,396 |
Loss Per Share - (Tables)
Loss Per Share - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings per Share | The following table sets forth the reconciliation of basic and diluted loss per share for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Numerator Net loss attributable to Sorrento $ (64,415) $ (47,328) $ (229,248) $ (153,764) Net loss attributable to Semnur holders of Scilex Holding (6,205) — (34,819) — Net loss used for diluted earnings per share $ (70,620) $ (47,328) $ (264,067) $ (153,764) Denominator for Basic Loss Per Share 130,800 117,021 125,240 100,959 Potentially dilutive shares of Sorrento common stock issuable upon Share Exchange 9,645 — 7,025 — Denominator for Diluted Loss Per Share 140,445 117,021 132,265 100,959 Basic Loss Per Share $ (0.49) $ (0.40) $ (1.83) $ (1.52) Diluted Loss Per Share $ (0.50) $ (0.40) $ (2.00) $ (1.52) |
Segment Information - (Tables)
Segment Information - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | The following table presents information about the Company’s reportable segments for the three and nine months ended September 30, 2019 and 2018 (in thousands): Three Months Ended September 30, 2019 2018 (in thousands) Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total External revenues $ 2,007 $ 3,771 $ 5,778 $ 4,105 $ — $ 4,105 Operating expenses 34,480 24,581 59,061 41,641 10,371 52,012 Operating loss (32,473) (20,810) (53,283) (37,536) (10,371) (47,907) Nine Months Ended September 30, 2019 2018 (in thousands) Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total External revenues $ 7,109 $ 11,289 $ 18,398 $ 14,264 $ — $ 14,264 Operating expenses 105,912 139,300 245,212 105,419 17,670 123,089 Operating loss (98,803) (128,011) (226,814) (91,155) (17,670) (108,825) |
Liquidity and Going Concern - N
Liquidity and Going Concern - Narrative (Details) $ in Millions | Sep. 30, 2019USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Long-term debt | $ 356.5 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) | Sep. 26, 2017USD ($) | Sep. 01, 2016USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Jan. 01, 2019USD ($) | Dec. 31, 2018USD ($) |
Significant Accounting Policies [Line Items] | |||||||||
Inventory allowance for excess and obsolete inventory | $ 2,200,000 | $ 2,200,000 | |||||||
Deferred revenue | 114,783,000 | 114,783,000 | $ 116,274,000 | ||||||
Total revenues | 5,778,000 | $ 4,105,000 | $ 18,398,000 | $ 14,264,000 | |||||
Number of operating segments | segment | 2 | ||||||||
Operating lease right-of-use assets | 47,799,000 | $ 47,799,000 | $ 44,900,000 | ||||||
Current portion of operating lease liabilities | 3,018,000 | 3,018,000 | 2,600,000 | ||||||
Operating lease liabilities, noncurrent | 53,378,000 | 53,378,000 | $ 47,800,000 | ||||||
Sale And Service, Joint Development | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Upfront payment received from customers | $ 5,000,000 | ||||||||
Total revenues | $ 0 | $ 3,300,000 | $ 5,000,000 | ||||||
ImmuneOncia Therapeutics, LLC | Net product revenues | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Upfront payment received from customers | $ 9,600,000 | ||||||||
Performance obligation satisfied over time, period | 20 years | ||||||||
Nant Cell | Net product revenues | |||||||||
Significant Accounting Policies [Line Items] | |||||||||
Deferred revenue | $ 110,000,000 | $ 110,000,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Revenues by Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 5,778 | $ 4,105 | $ 18,398 | $ 14,264 |
Scilex Pharma product sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,770 | 0 | 11,289 | 0 |
Other product sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 40 | 1,121 | 579 | 1,982 |
Product | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,810 | 1,121 | 11,868 | 1,982 |
Concortis Biosystems Corporation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,607 | 1,042 | 4,622 | 3,400 |
Bioserv Corporation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 233 | 1,528 | 1,540 | 4,895 |
Joint development agreement | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 3,333 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 128 | 414 | 368 | 654 |
Service revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 1,968 | $ 2,984 | $ 6,530 | $ 12,282 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Remaining Performance Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | Bioserv Sales and Service Revenue | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 403 | |
Expected timing of satisfaction | 3 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | ImmuneOncia Therapeutics, LLC | Net product revenues | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 500 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Bioserv Sales and Service Revenue | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 701 | |
Expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Bioserv Sales and Service Revenue | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 109 | |
Expected timing of satisfaction | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | Bioserv Sales and Service Revenue | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 1,200 | $ 1,600 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | ImmuneOncia Therapeutics, LLC | Net product revenues | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 8,100 |
Acquisitions - Acquisition of S
Acquisitions - Acquisition of Semnur Pharmaceuticals Inc (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 18, 2020 | Aug. 07, 2019 | Mar. 19, 2019 | Mar. 18, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Business Acquisition [Line Items] | ||||||||
Notes receivable, related parties | $ 16,500 | |||||||
Reclassification from additional paid-in capital to accrued liabilities | $ (409) | $ 0 | $ 54,591 | $ 50,000 | ||||
Acquired in-process research and development | 0 | $ 9,478 | 75,301 | 9,478 | ||||
Additional Paid-in Capital | ||||||||
Business Acquisition [Line Items] | ||||||||
Reclassification from additional paid-in capital to accrued liabilities | $ (400) | $ (409) | 27,991 | $ 49,998 | ||||
Semnur Pharmaceuticals Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of shares acquired | 58.00% | 77.00% | ||||||
Consideration transferred | $ 70,000 | |||||||
Cash consideration | $ 15,000 | |||||||
Stock consideration, shares issuable (in shares) | 47,039,315 | |||||||
Stock consideration, shares issued (in shares) | 352,972 | |||||||
Stock consideration value per share (usd per share) | $ 1.16 | |||||||
Equity financing minimum threshold for Cash payments in lieu of shares | $ 40,000 | |||||||
Number of shares placed in escrow (in shares) | 4,749,095 | |||||||
Asset acquisition, transaction costs | $ 3,100 | |||||||
Asset acquisition, liabilities assumed | 4,200 | |||||||
Acquired in-process research and development | $ 75,300 | |||||||
Scenario, Forecast | Semnur Pharmaceuticals Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock consideration value | $ 55,000 | |||||||
Stock consideration value per share (usd per share) | $ 5.55 | |||||||
Milestones achievement | Semnur Pharmaceuticals Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Additional cash consideration upon certain milestones | 280,000 | |||||||
New Drug Application, First Approval | Semnur Pharmaceuticals Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration arrangements | 40,000 | |||||||
Cumulative Net Sales, $100.0 Million | Semnur Pharmaceuticals Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration arrangements | 20,000 | |||||||
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold | 100,000 | |||||||
Cumulative Net Sales, $250.0 Million | Semnur Pharmaceuticals Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration arrangements | 20,000 | |||||||
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold | 250,000 | |||||||
Cumulative Net Sales, $500.0 Million | Semnur Pharmaceuticals Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration arrangements | 50,000 | |||||||
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold | 500,000 | |||||||
Cumulative Net Sales, $750.0 Million | Semnur Pharmaceuticals Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition, contingent consideration arrangements | 150,000 | |||||||
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold | $ 750,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Quoted Prices in Active Markets (Level 1) | Acquisition consideration payable - Non-current | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | $ 0 | $ 0 |
Significant Other Observable Inputs (Level 2) | Acquisition consideration payable - Non-current | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 0 | 0 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 89,485 | 213,627 |
Fair value liabilities disclosure | 50,640 | 12,037 |
Fair Value, Measurements, Recurring | Derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 9,000 | |
Fair Value, Measurements, Recurring | Derivative liabilities - Non-current | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 29,500 | |
Fair Value, Measurements, Recurring | Acquisition consideration payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 11,312 | 11,312 |
Fair Value, Measurements, Recurring | Acquisition consideration payable - Non-current | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 828 | 725 |
Fair Value, Measurements, Recurring | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 34,649 | 158,738 |
Fair Value, Measurements, Recurring | Restricted cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 54,742 | 54,592 |
Fair Value, Measurements, Recurring | Marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 94 | 297 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 89,472 | 213,577 |
Fair value liabilities disclosure | 0 | 0 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Derivative liabilities - Non-current | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Acquisition consideration payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 0 | 0 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 34,649 | 158,738 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Restricted cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 54,742 | 54,592 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets (Level 1) | Marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 81 | 247 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 0 | 0 |
Fair value liabilities disclosure | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Derivative liabilities - Non-current | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Acquisition consideration payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Restricted cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 13 | 50 |
Fair value liabilities disclosure | 50,640 | 12,037 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 9,000 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Derivative liabilities - Non-current | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 29,500 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Acquisition consideration payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 11,312 | 11,312 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Acquisition consideration payable - Non-current | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value liabilities disclosure | 828 | 725 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Restricted cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Marketable securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value assets disclosure | $ 13 | $ 50 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Contingent Consideration Liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance at December 31, 2018 | $ 12,037 |
Re-measurement of Fair Value | 103 |
Ending balance at September 30, 2019 | 12,140 |
Derivative liabilities - Non-current | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance at December 31, 2018 | 0 |
Additions | 6,996 |
Re-measurement of Fair Value | 31,504 |
Ending balance at September 30, 2019 | $ 38,500 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | May 03, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) |
Business Acquisition [Line Items] | |||||
Loss on derivative liabilities | $ 10,700 | $ 0 | $ 35,792 | $ 0 | |
Debt discount recorded at issuance | $ 7,000 | ||||
Loss on derivative liabilities | 35,792 | $ 0 | |||
Contingent Acceleration Feature, Early Conditional Loan | |||||
Business Acquisition [Line Items] | |||||
Loss recorded on derivative, mark-to-market | $ 1,100 | $ 2,000 | |||
Warrant | |||||
Business Acquisition [Line Items] | |||||
Loss on derivative liabilities | $ 4,300 | ||||
Discount Rate | |||||
Business Acquisition [Line Items] | |||||
Derivative liability, measurement input | 0.196 | 0.196 | |||
Senior Secured Notes, Due 2026 | |||||
Business Acquisition [Line Items] | |||||
Loss on derivative liabilities | $ 9,600 | $ 29,500 | |||
Virttu Biologics Limited | Milestones achievement | |||||
Business Acquisition [Line Items] | |||||
Contingent liability in a business combination | $ 9,900 | $ 9,900 | |||
Minimum | Revenue | |||||
Business Acquisition [Line Items] | |||||
Derivative liability, measurement input | 0.55 | 0.55 | |||
Maximum | Revenue | |||||
Business Acquisition [Line Items] | |||||
Derivative liability, measurement input | 0.95 | 0.95 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 50,944 | $ 39,671 |
Less accumulated depreciation | (20,606) | (15,287) |
Property, Plant and Equipment, Net | 30,338 | 24,384 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 1,240 | 1,127 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 659 | 632 |
Machinery and lab equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 30,675 | 27,690 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 9,716 | 9,001 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 8,654 | $ 1,221 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1.3 | $ 1.5 | $ 5.3 | $ 4.1 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Cost method investments in non-publicy traded companies | $ 237,000,000 | $ 237,000,000 |
Cost method investments, impairment losses | $ 0 |
Investments - NANTibody (Detail
Investments - NANTibody (Details) shares in Millions | Jul. 02, 2017USD ($) | May 31, 2015USD ($)joint_venture | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2013USD ($)shares | Dec. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Jul. 31, 2015USD ($)board_member | Apr. 30, 2015USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of joint ventures to be funded | joint_venture | 2 | |||||||||||||
Equity method investments | $ 25,240,000 | $ 25,240,000 | $ 27,980,000 | |||||||||||
Income (loss) on equity method investments | 1,431,000 | $ 900,000 | 3,902,000 | $ 3,926,000 | ||||||||||
NANTibody | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Initial joint funding | $ 100,000,000 | |||||||||||||
Equity method investment ownership percentage | 40.00% | |||||||||||||
Initial joint funding contributed | $ 40,000,000 | |||||||||||||
Number of board members | board_member | 2 | |||||||||||||
Cash and cash equivalents held by equity method investment | $ 100,000,000 | $ 9,500,000 | $ 99,600,000 | |||||||||||
Equity method investments | 40,000,000 | $ 2,500,000 | $ 3,400,000 | 3,700,000 | $ 2,500,000 | $ 3,400,000 | ||||||||
Equity of equity method investment | 10,000,000 | $ 100,000,000 | ||||||||||||
Decrease in cash and cash equivalent of equity method investment | $ 90,100,000 | |||||||||||||
Loss on equity investments | 36,000,000 | |||||||||||||
Income (loss) on equity method investments | $ (1,700,000) | $ (66,000) | ||||||||||||
Equity method investment current assets | 7,700,000 | 9,600,000 | ||||||||||||
Equity method investment current liabilities | 1,200,000 | 1,600,000 | ||||||||||||
Equity method investment noncurrent assets | 0 | 0 | ||||||||||||
Equity method investment noncurrent liabilities | $ 0 | $ 0 | ||||||||||||
NANTibody | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of board members | board_member | 5 | |||||||||||||
NANTibody | Equity Method Investments | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Cash consideration in a purchase | $ 90,100,000 | |||||||||||||
Nant Cell | NANTibody | ||||||||||||||
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 | 3 | |||||||||||||
IgDraSol Inc | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Issuance of common stock upon acquisition (in shares) | shares | 3 | |||||||||||||
Cash consideration in a purchase | $ 380,000 | |||||||||||||
Purchase consideration | $ 29,100,000 | |||||||||||||
IgDraSol Inc | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Proceeds from divestiture of business | $ 90,100,000 | |||||||||||||
Amount of proceeds restricted to funding joint ventures | $ 60,000,000 |
Investments - NantStem (Details
Investments - NantStem (Details) - USD ($) | Oct. 13, 2015 | Jul. 31, 2015 | Sep. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investments | $ 25,240,000 | $ 25,240,000 | $ 27,980,000 | |||||
Nant Cancer Stem LLC | ||||||||
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% | 20.00% | 20.00% | ||||
Percentage of contribution made | 50.00% | |||||||
Joint venture agreement second payment contribution | $ 20,000,000 | |||||||
Loss on equity investments | $ 0 | $ 0 | $ 500,000 | |||||
Equity method investments | $ 17,800,000 | $ 17,800,000 | $ 18,000,000 | |||||
Net income (loss) in equity method investments | $ (289,000) | $ (621,000) | ||||||
Equity method investment current assets | 74,700,000 | 74,000,000 | ||||||
Equity method investment current liabilities | 187,000 | 119,000 | ||||||
Equity method investment noncurrent assets | 5,400,000 | 7,800,000 | ||||||
Equity method investment noncurrent liabilities | $ 0 | $ 0 | ||||||
NantBioScience, Inc. | Nant Cancer Stem LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Initial joint funding contributed | $ 60,000,000 | |||||||
Nant Cell | Nant Cancer Stem LLC | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment ownership percentage | 60.00% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)segment | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||||
Goodwill | $ 38,298 | $ 38,298 | $ 38,298 | ||
Number of operating segments | segment | 2 | ||||
Number of reportable segments | segment | 2 | ||||
Amortization expense | 1,000 | $ 700 | $ 2,900 | $ 2,000 | |
Weighted Average | |||||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||||
Identifiable intangible assets, weighted average life | 14 years 10 months 24 days | ||||
Sorrento Therapeutics | |||||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||||
Goodwill | 31,600 | $ 31,600 | |||
Scilex Pharmaceuticals, Inc | |||||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||||
Goodwill | 6,700 | 6,700 | |||
Acquired in-process research and development | |||||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||||
Indefinite-lived intangible assets | $ 14,400 | $ 14,400 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Company's Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 74,619 | $ 73,654 |
Accumulated Amortization | 10,320 | 7,371 |
Intangibles, Net | $ 64,299 | $ 66,283 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 6 years | 6 years |
Gross Carrying Amount | $ 1,585 | $ 1,585 |
Accumulated Amortization | 1,394 | 1,373 |
Intangibles, Net | $ 191 | $ 212 |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 19 years | 19 years |
Gross Carrying Amount | $ 3,410 | $ 3,410 |
Accumulated Amortization | 1,016 | 885 |
Intangibles, Net | $ 2,394 | $ 2,525 |
Acquired in-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 36,299 | $ 35,834 |
Accumulated Amortization | 1,463 | 366 |
Intangibles, Net | $ 34,836 | $ 35,468 |
Patent rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 32,720 | $ 32,720 |
Accumulated Amortization | 6,376 | 4,742 |
Intangibles, Net | $ 26,344 | $ 27,978 |
Assembled workforce | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 605 | $ 105 |
Accumulated Amortization | 71 | 5 |
Intangibles, Net | $ 534 | $ 100 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense Related to Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 (Remaining three months) | $ 992 | |
2020 | 3,966 | |
2021 | 5,020 | |
2022 | 5,020 | |
2023 | 5,015 | |
2024 | 4,924 | |
Thereafter | 39,362 | |
Intangibles, Net | $ 64,299 | $ 66,283 |
Significant Agreements and Co_2
Significant Agreements and Contracts - License Agreement with NantCell (Details) $ in Thousands | 1 Months Ended | ||
Apr. 30, 2015USD ($)CARshares | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Cost method investments | $ 237,008 | $ 237,008 | |
Nant Cell | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Number of CARs for cellular therapy | CAR | 2 | ||
Deferred revenue | $ 10,000 | ||
Common stock received (in shares) | shares | 10,000,000 | ||
Vested equity received | $ 100,000 | ||
Cost method investments | $ 100,000 | ||
Maximum | Nant Cell | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Royalty rate percent of net sales | 5.00% |
Debt - 2018 Securities Purchase
Debt - 2018 Securities Purchase Agreement in Private Placement and Amendment to Warrants (Details) - USD ($) | Nov. 07, 2018 | Jun. 13, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | May 03, 2019 | Dec. 31, 2018 | Mar. 26, 2018 |
Debt Instrument [Line Items] | |||||||||
Debt discount allocated to warrant | $ 7,000,000 | ||||||||
Warrants issued in connection with convertible notes | $ 0 | $ 0 | $ 4,288,000 | $ 9,646,000 | |||||
March 2018 Warrant | Private Placement | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of securities called by warrants (in shares) | 8,591,794 | ||||||||
Warrant exercise price per share (usd per share) | $ 8,770 | ||||||||
June 2018 Warrants | Private Placement | |||||||||
Debt Instrument [Line Items] | |||||||||
Number of securities called by warrants (in shares) | 2,698,662 | ||||||||
June 2018 Warrants, Amendment | Private Placement | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrant exercise price per share (usd per share) | $ 3.28 | ||||||||
Warrants issued in connection with convertible notes | $ 1,900,000 | ||||||||
Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Face value of loan | 37,849,000 | 37,849,000 | $ 37,849,000 | ||||||
Debt discount allocated to warrant | 14,288,000 | 14,288,000 | $ 14,804,000 | ||||||
Loss on extinguishment of debt | 6,100,000 | ||||||||
Interest expense | 500,000 | 1,400,000 | |||||||
Accretion of debt discount | 600,000 | 1,700,000 | |||||||
Convertible Debt | Significant Other Observable Inputs (Level 2) | Estimate of Fair Value Measurement | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt, fair value disclosure | 23,100,000 | 17,600,000 | 17,600,000 | ||||||
Convertible Debt | Significant Other Observable Inputs (Level 2) | Reported Value Measurement | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt, fair value disclosure | $ 17,000,000 | $ 25,200,000 | $ 25,200,000 | ||||||
March 2018 Notes | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Face value of loan | $ 120,500,000 | ||||||||
March 2018 Notes, Amendment | Convertible Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Face value of loan | $ 37,848,750 | ||||||||
Interest rate | 5.00% | ||||||||
Debt discount allocated to warrant | $ 21,600,000 | ||||||||
Debt beneficial conversion feature | 12,000,000 | ||||||||
March 2018 Notes, Amendment | Convertible Debt | June 2018 Warrants | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount allocated to warrant | $ 9,600,000 |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt and Unamortized Discount Balances (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | May 03, 2019 | Nov. 07, 2018 | Sep. 07, 2018 | |
Debt Instrument [Line Items] | ||||||
Unamortized debt discount | $ (7,000,000) | |||||
Amortization of debt issuance cost | $ 1,590,000 | $ 2,634,000 | ||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | 37,849,000 | $ 37,849,000 | ||||
Unamortized debt discount | (14,288,000) | (14,804,000) | ||||
Accretion of debt discount | 1,684,000 | 515,000 | ||||
Total long-term debt | 25,245,000 | 23,560,000 | ||||
Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | $ 224,000,000 | |||||
Senior Secured Notes, Due 2026 | Scilex Pharmaceuticals, Inc | Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | 224,000,000 | 224,000,000 | ||||
Unamortized debt discount | (77,624,000) | (84,000,000) | ||||
Capitalized debt issuance costs | (5,313,000) | (5,748,000) | ||||
Accretion of debt discount | 11,266,000 | 6,376,000 | ||||
Amortization of debt issuance cost | 773,000 | 435,000 | ||||
Payments | (1,701,000) | 0 | ||||
Total long-term debt | 151,401,000 | 141,063,000 | ||||
Term Loan Tranche One | Oaktree Capital Management, L.P. | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | 120,000,000 | 100,000,000 | $ 100,000,000 | |||
Capitalized debt issuance costs | (7,685,000) | (6,658,000) | ||||
Accretion of debt discount | 3,014,000 | 411,000 | ||||
Amortization of debt issuance cost | 817,000 | 115,000 | ||||
Total long-term debt | 82,902,000 | 67,209,000 | ||||
Warrant | Oaktree Capital Management, L.P. | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt discount | (26,248,000) | (26,659,000) | ||||
Derivative | Oaktree Capital Management, L.P. | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt discount | $ (6,996,000) | $ 0 |
Debt - 2018 Purchase Agreement
Debt - 2018 Purchase Agreement and Indenture for Scilex (Details) - USD ($) | Sep. 07, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Standby Letters of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum exposure under guarantor obligations | $ 35,000,000 | |||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Face value of loan amount | 224,000,000 | |||
Senior Notes | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Face value of loan amount | $ 224,000,000 | $ 224,000,000 | $ 224,000,000 | |
Proceeds from issuance of senior long-term debt | 140,000,000 | |||
Senior Notes | 89,300,000 | |||
Segregated reserve account funding | 20,000,000 | |||
Segregated collateral account funding | 25,000,000 | |||
Imputed effective interest rate | 8.49% | 8.49% | ||
Amount of debt discount and debt issuance included in interest expense | $ 3,200,000 | $ 12,000,000 | ||
Senior Notes | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | Estimate of Fair Value Measurement | ||||
Debt Instrument [Line Items] | ||||
Ending balance | 144,400,000 | 144,400,000 | ||
Senior Notes | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | Reported Value Measurement | ||||
Debt Instrument [Line Items] | ||||
Ending balance | $ 151,400,000 | $ 151,400,000 | ||
Senior Notes | ZTlido | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Compensating balance | 35,000,000 | |||
Contingent liability | $ 25,000,000 | |||
Senior Notes | February 15, 2019 - March 31, 2021 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Period of notice for debt redemption | 30 days | |||
Redemption price as a percentage of outstanding principal | 100.00% | |||
Senior Notes | February 15, 2019 - March 31, 2021 | ZTlido | Minimum | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Quarterly principal payment as a percentage of net sales | 10.00% | |||
Senior Notes | February 15, 2019 - March 31, 2021 | ZTlido | Maximum | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Quarterly principal payment as a percentage of net sales | 20.00% | |||
Senior Notes | Market approval by March 31, 2021 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Redemption price as a percentage of outstanding principal | 101.00% | |||
Senior Notes | Market approval by March 31, 2021 | ZTlido | Minimum | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Quarterly principal payment as a percentage of net sales | 15.00% | |||
Senior Notes | Market approval by March 31, 2021 | ZTlido | Maximum | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Quarterly principal payment as a percentage of net sales | 25.00% | |||
Senior Notes | October 1, 2022 - September 30, 2023 | ZTlido | Minimum | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Additional principal payments, sales threshold | 60.00% | |||
Senior Notes | February 15, 2022 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal payment increase amount if cumulative net sales are not met | $ 28,000,000 | |||
Senior Notes | February 15, 2022 | ZTlido | Minimum | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Additional principal payments, sales threshold | 95.00% | |||
Senior Notes | October 1, 2022 - September 30, 2023 | ZTlido | Minimum | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||
Debt Instrument [Line Items] | ||||
Additional principal payments, sales threshold | 80.00% |
Debt - Future Minimum Payments
Debt - Future Minimum Payments under Amended and Restated Loan and Security Agreement (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Current portion | $ (25,877) | $ (10,150) |
Long-term portion of Scilex Notes | 234,370 | 223,136 |
Senior Secured Notes, Due 2026 | Scilex Pharmaceuticals, Inc | Senior Notes | ||
Debt Instrument [Line Items] | ||
2019 (Remaining three months) | 633 | |
2020 | 6,788 | |
2021 | 15,996 | |
2022 | 27,130 | |
2023 | 31,433 | |
2024 | 43,058 | |
Thereafter | 97,261 | |
Total future minimum payments | 222,299 | |
Unamortized debt discount | (66,358) | |
Unamortized capitalized debt issuance costs | (4,540) | |
Total long-term debt | 151,401 | $ 141,063 |
Current portion | (5,177) | |
Long-term portion of Scilex Notes | $ 146,224 |
Debt - 2018 Oaktree Term Loan A
Debt - 2018 Oaktree Term Loan Agreement (Details) - USD ($) | May 03, 2019 | Nov. 07, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Proceeds from debt, net of issuance costs | $ 18,858,000 | $ 0 | ||||
Fees incurred due to debt modification | $ 800,000 | 800,000 | ||||
Loss on derivative liabilities | 35,792,000 | $ 0 | ||||
Warrant | ||||||
Debt Instrument [Line Items] | ||||||
Loss on derivative liabilities | $ 4,300,000 | |||||
Oaktree Capital Management, L.P. | ||||||
Debt Instrument [Line Items] | ||||||
Exit fee percentage | 1.25% | |||||
Exit fee amount | $ 1,500,000 | |||||
Oaktree Capital Management, L.P. | Term Loan Tranche One | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | $ 100,000,000 | 120,000,000 | 120,000,000 | $ 100,000,000 | ||
Basis spread on variable rate | 7.00% | |||||
Proceeds from debt, net of issuance costs | $ 91,300,000 | |||||
Segregated reserve account funding | $ 9,600,000 | |||||
Equity interest pledged as collateral, percentage | 100.00% | |||||
Voting equity interest, collateral limitation, percentage | 65.00% | |||||
Interest expense | 2,900,000 | 7,900,000 | ||||
Accretion of debt discount | 1,400,000 | 3,800,000 | ||||
Oaktree Capital Management, L.P. | Term Loan Tranche One | Estimate of Fair Value Measurement | ||||||
Debt Instrument [Line Items] | ||||||
Debt amount | $ 58,200,000 | $ 58,200,000 | ||||
Oaktree Capital Management, L.P. | Term Loan Tranche Two | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | $ 50,000,000 | |||||
Oaktree Capital Management, L.P. | Term Loan Tranche Two Part One | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | 20,000,000 | |||||
Oaktree Capital Management, L.P. | Term Loan Tranche Two Part Two | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | $ 30,000,000 | |||||
Oaktree Capital Management, L.P. | Initial Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Number of securities called by warrants (in shares) | 6,288,985,000 | |||||
Warrant exercise price per share (usd per share) | $ 3.28 | |||||
Oaktree Capital Management, L.P. | 2019 Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Number of securities called by warrants (in shares) | 1,333,304,000 | |||||
Warrant exercise price per share (usd per share) | $ 3.94 |
Shareholder Equity - Narrative
Shareholder Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 28, 2019 | Jul. 31, 2019 |
Public Stock Offering | ||
Class of Stock [Line Items] | ||
Price per share sold, initial public offering (in usd per share) | $ 3 | |
Sale of stock proceeds, net | $ 23.3 | |
Public Stock Offering | Common Class A | ||
Class of Stock [Line Items] | ||
Shares sold, initial public offering (in shares) | 8,333,334 | |
Over-Allotment Option | ||
Class of Stock [Line Items] | ||
Shares sold, initial public offering (in shares) | 1,250,000 | |
Price per share sold, initial public offering (in usd per share) | $ 2.99 | |
Series A Warrants | ||
Class of Stock [Line Items] | ||
Expiration period of warrants | 10 years | |
Series A Warrants | Public Stock Offering | ||
Class of Stock [Line Items] | ||
Shares sold, initial public offering (in shares) | 8,333,334 | |
Warrant exercise price per share (usd per share) | $ 3.75 | |
Series A Warrants | Over-Allotment Option | ||
Class of Stock [Line Items] | ||
Shares sold, initial public offering (in shares) | 1,250,000 | |
Series B Warrants | ||
Class of Stock [Line Items] | ||
Expiration period of warrants | 9 months | |
Series B Warrants | Public Stock Offering | ||
Class of Stock [Line Items] | ||
Shares sold, initial public offering (in shares) | 8,333,334 | |
Warrant exercise price per share (usd per share) | $ 3 | |
Series B Warrants | Over-Allotment Option | ||
Class of Stock [Line Items] | ||
Shares sold, initial public offering (in shares) | 1,250,000 | |
Series C Warrants | ||
Class of Stock [Line Items] | ||
Expiration period of warrants | 10 years | |
Series C Warrants | Public Stock Offering | ||
Class of Stock [Line Items] | ||
Shares sold, initial public offering (in shares) | 8,333,334 | |
Warrant exercise price per share (usd per share) | $ 3.75 | |
Series C Warrants | Over-Allotment Option | ||
Class of Stock [Line Items] | ||
Shares sold, initial public offering (in shares) | 1,250,000 | |
Warrant Combinations | Over-Allotment Option | ||
Class of Stock [Line Items] | ||
Shares sold, initial public offering (in shares) | 1,250,000 | |
Price per share sold, initial public offering (in usd per share) | $ 0.01 | |
Underwriters | ||
Class of Stock [Line Items] | ||
Price per share sold, initial public offering (in usd per share) | $ 2.82 |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary of Stock Option Activity (Details) - 2009 Stock Incentive Plan $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | |
Options Outstanding | ||
Option Outstanding beginning balance (in shares) | shares | 10,523,075 | |
Options Granted (in shares) | shares | 2,666,800 | |
Options Canceled (in shares) | shares | (708,325) | |
Options Exercised (in shares) | shares | (158,699) | |
Option Outstanding ending balance (in shares) | shares | 12,322,851 | |
Weighted- Average Exercise Price | ||
Weighted Average Exercise Price, Beginning Balance (in dollars per share) | $ / shares | $ 4.91 | |
Options Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares | 3.84 | |
Options Canceled, Weighted Average Exercise Price (in dollars per share) | $ / shares | 1.85 | |
Options Exercised, Weighted Average Exercise Price (in dollars per share) | $ / shares | 5.15 | |
Weighted Average Exercise Price, Ending Balance (in dollars per share) | $ / shares | $ 4.70 | |
Aggregate Intrinsic Value, Beginning Balance (in dollars per share) | $ | $ 896 | $ 1,723 |
Stock Incentive Plans - Fair Va
Stock Incentive Plans - Fair Value of Employee Stock Options (Details) - Employee Stock Option - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average grant date fair value (in dollars per share) | $ 3.05 | $ 3.79 |
Dividend yield | 0.00% | 0.00% |
Volatility | 100.00% | 81.00% |
Risk-free interest rate | 1.87% | 2.93% |
Expected life of options | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative: 2009 Stock Incentive Plan (Details) - 2009 Stock Incentive Plan - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to unvested stock option grants | $ 17.5 | $ 17.5 | ||
Period for recognized compensation cost | 1 year 6 months | |||
Employee and Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 2 | $ 1.2 | $ 5.5 | $ 3.4 |
Non Employee Consultants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 0.4 | $ 0.1 | $ 0.6 | $ 0.3 |
Stock Incentive Plans - Summa_2
Stock Incentive Plans - Summary of Common Stock Reserved for Future Issuance (Details) | Sep. 30, 2019shares |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 73,131,464 |
Loan and Security Agreement | Warrant | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 7,688,181 |
Hercules Securities Agreement | Warrant | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 306,748 |
Convertible Notes | Warrant | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 14,819,872 |
2019 Public Offering Of Common Stock And Warrants | Warrant | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 25,000,002 |
Non-Employee Director Plan | Employee Stock Option | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 3,200 |
2019 Stock Incentive Plan | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 10,000,000 |
Virttu Acquisition Agreement | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 5,397,325 |
Share Exchange To Seminur Equityholders | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 9,836,136 |
Assignment Agreement | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (in shares) | 80,000 |
Stock Incentive Plans - Narra_2
Stock Incentive Plans - Narrative: Scilex Pharmaceuticals Inc. 2017 Equity Incentive Plan (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | 750,000,000 | |||
Scilex Pharmaceuticals, Inc | 2017 Stock Options Plans | Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, shares authorized (in shares) | 24,000,000 | |||||
Employee and Director | 2017 Stock Options Plans | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 1 | $ 1.4 | ||||
Non Employee Consultants | 2017 Stock Options Plans | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 0.6 | $ 0 | $ 1.2 | $ 0.1 |
Stock Incentive Plans - Narra_3
Stock Incentive Plans - Narrative: Scilex Holding Company 2019 Stock Option Plan (Details) - shares | Sep. 30, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock reserved for future issuance (in shares) | 73,131,464 | |
Scilex Holding Company | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding (in shares) | 25,078,260 | |
Scilex Holding Company | 2019 Stock Option Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, shares authorized (in shares) | 30,000,000 | |
Shares outstanding (in shares) | 20,738,260 | |
Common stock reserved for future issuance (in shares) | 9,261,740 | |
Scilex Holding Company | 2017 Stock Options Plans | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares outstanding (in shares) | 4,340,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Apr. 03, 2019 | Sep. 30, 2019 | Sep. 30, 2019 |
Other Commitments [Line Items] | |||
Operating lease expense | $ 2,600 | $ 7,400 | |
Minimum | |||
Other Commitments [Line Items] | |||
Operating lease remaining lease terms | 8 months 12 days | ||
Maximum | |||
Other Commitments [Line Items] | |||
Operating lease remaining lease terms | 10 years 2 months 12 days | ||
Operating lease option to extend, period | five years | ||
Nant Pharma | |||
Other Commitments [Line Items] | |||
Damages sought | $ 1,000,000 | ||
NANTibody | |||
Other Commitments [Line Items] | |||
Damages sought | 90,050 | ||
Damages sought to restore equity method investment | $ 40,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Supplemental Lease Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 1,712 | $ 5,057 |
ROU assets obtained in exchange for new and amended operating lease liabilities | $ 2,030 | $ 6,777 |
Weighted average remaining lease term in years - operating leases | 9 years 6 months | 9 years 6 months |
Weighted average discount rate - operating leases | 12.20% | 12.20% |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Leases (Details) - ft² | 3 Months Ended | |
Jun. 30, 2019 | Sep. 30, 2019 | |
Palo Alto, CA, 2024, Corporate Office Space | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, square footage | 6,000 | |
Mission Viejo, 2024 , Administrative | ||
Lessee, Lease, Description [Line Items] | ||
Additional square footage of lease facilities added during period | 4,000 | |
San Diego CA, 2029, cGMP Fill And Finish And Storage | ||
Lessee, Lease, Description [Line Items] | ||
Additional square footage of lease facilities added during period | 21,300 |
Commitments and Contingencies_5
Commitments and Contingencies - Schedule of Operating Lease Liability Maturities (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 (Remaining three months) | $ 2,043 |
2020 | 10,233 |
2021 | 9,627 |
2022 | 9,649 |
2023 | 9,875 |
2024 | 9,921 |
Thereafter | 47,027 |
Total lease payments | 98,375 |
Less imputed interest | (41,979) |
Total lease liabilities as of September 30, 2019 | $ 56,396 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 221 | $ 826 | $ 782 | $ 3,152 |
Effective income tax rate | 0.30% | 1.64% | 0.27% | 2.00% |
Related Party Agreements - Narr
Related Party Agreements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Mar. 18, 2019 | |
ITOCHU CHEMICAL FRONTIER Corporation | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Purchases from Related Party | $ 1.7 | $ 7.1 | |
Scilex Pharmaceuticals, Inc | |||
Related Party Transaction [Line Items] | |||
Noncontrolling interest ownership percentage | 15.00% | 15.00% | |
HoldCo | |||
Related Party Transaction [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 58.00% |
Loss Per Share - Schedule of Ba
Loss Per Share - Schedule of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Numerator [Abstract] | ||||
Net loss attributable to Sorrento | $ (64,415) | $ (47,328) | $ (229,248) | $ (153,764) |
Net loss attributable to Semnur holders of Scilex Holding | (6,205) | 0 | (34,819) | 0 |
Net loss used for diluted earnings per share | $ (70,620) | $ (47,328) | $ (264,067) | $ (153,764) |
Denominator for Basic Loss Per Share (in shares) | 130,800 | 117,021 | 125,240 | 100,959 |
Potentially dilutive shares of Sorrento common stock issuable upon Share Exchange (in shares) | 9,645 | 0 | 7,025 | 0 |
Denominator for Diluted Loss Per Share (in shares) | 140,445 | 117,021 | 132,265 | 100,959 |
Basic Loss Per Share (in dollars per share) | $ (0.49) | $ (0.40) | $ (1.83) | $ (1.52) |
Diluted Loss Per Share (in dollars per shares) | $ (0.50) | $ (0.40) | $ (2) | $ (1.52) |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of EPS (in shares) | 9.7 | 3.6 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of EPS (in shares) | 47.8 | 5.6 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment Information - Summary o
Segment Information - Summary of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 5,778 | $ 4,105 | $ 18,398 | $ 14,264 |
Operating expenses | 59,061 | 52,012 | 245,212 | 123,089 |
Operating loss | (53,283) | (47,907) | (226,814) | (108,825) |
Sorrento Therapeutics | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 2,007 | 4,105 | 7,109 | 14,264 |
Operating expenses | 34,480 | 41,641 | 105,912 | 105,419 |
Operating loss | (32,473) | (37,536) | (98,803) | (91,155) |
Scilex | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 3,771 | 0 | 11,289 | 0 |
Operating expenses | 24,581 | 10,371 | 139,300 | 17,670 |
Operating loss | $ (20,810) | $ (10,371) | $ (128,011) | $ (17,670) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 08, 2019 | Oct. 09, 2019 | Oct. 01, 2019 | Oct. 31, 2019 | Dec. 09, 2019 | Nov. 07, 2019 | Sep. 30, 2019 | Feb. 11, 2019 | Dec. 31, 2018 | Jun. 13, 2018 |
Convertible Debt | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Face value of loan amount | $ 37,849,000 | $ 37,849,000 | ||||||||
Shares registered for resale | 5,397,325 | |||||||||
Convertible Debt | Scenario, Forecast | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares registered for resale | 17,263,124 | |||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares sold, initial public offering (in shares) | 10,869,566 | |||||||||
Price per share sold, initial public offering (in usd per share) | $ 2.30 | |||||||||
Sale of stock proceeds, net | $ 23,400,000 | |||||||||
Shares converted (in shares) | 22,660,449 | |||||||||
Distribution Agreement | Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Potential proceeds from issuance public offering, maximum | $ 75,000,000 | |||||||||
Sales agent commission percentage | 3.00% | |||||||||
Scilex Pharmaceuticals, Inc | Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds contribution required | $ 25,000,000 | |||||||||
Principal amount to be purchased | $ 20,000,000 | |||||||||
Cash purchase price, percentage of principal amount | 100.00% | |||||||||
Scilex Pharmaceuticals, Inc | Subsequent Event | Standby Letters of Credit | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | |||||||||
March 2018 Notes, Amendment | Convertible Debt | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Interest rate | 5.00% | |||||||||
Face value of loan amount | $ 37,848,750 | |||||||||
March 2018 Notes, Amendment | Subsequent Event | Convertible Debt | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Interest rate | 5.00% | |||||||||
Conversion price (in dollars per share) | $ 1.70 | $ 7.0125 | ||||||||
Face value of loan amount | $ 37,848,750 | |||||||||
Accrued interest | $ 674,018.84 | |||||||||
Scilex Pharmaceuticals, Inc | Scilex Pharmaceuticals, Inc | Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Capital stock percentage required | 100.00% |
Uncategorized Items - srne-2019
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 910,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 910,000 |