Sorrento Therapeutics (SRNE) 10-K 2 Mar 20 2019 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Feb. 14, 2020	Jun. 28, 2019
Cover page.
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 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, par value $0.0001 per share
Trading Symbol	SRNE
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 307.8
Entity Common Stock, Shares Outstanding (in shares)		181,340,344
Documents Incorporated by Reference	None.
Entity Central Index Key	0000850261
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Amendment Flag	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 22,521	$ 158,738
Restricted cash	13,098	9,592
Accounts receivables, net	14,454	3,833
Inventory	3,362	2,898
Income tax receivable	59	526
Prepaid expenses and other	14,094	3,977
Total current assets	67,588	179,564
Property and equipment, net	29,888	24,384
Operating lease right-of-use assets	46,384
Intangibles, net	63,308	66,283
Goodwill	38,298	38,298
Cost method investments	237,008	237,008
Equity method investments	25,233	27,980
Restricted cash	45,150	45,000
Other, net	4,775	5,570
Total assets	557,632	624,087
Current liabilities:
Accounts payable	27,630	13,817
Accrued payroll and related benefit	15,914	10,236
Accrued expenses	18,728	13,403
Current portion of deferred revenue	3,643	2,703
Current portion of derivative liabilities	8,800	0
Current portion of operating lease liabilities	3,322
Acquisition consideration payable	908	11,312
Current portion of debt	36,261	10,150
Total current liabilities	115,206	61,621
Long-term debt, net of discount	199,088	223,136
Deferred tax liabilities, net	9,043	9,416
Deferred revenue	114,389	116,274
Derivative liabilities	35,000	0
Operating lease liabilities	52,111
Other long-term liabilities	39	6,140
Total liabilities	524,876	416,587
Commitments and contingencies (Note 12)
Sorrento Therapeutics, Inc. equity
Common stock, $0.0001 par value; 750,000,000 shares authorized and 167,798,120 and 122,280,092 shares issued and outstanding at December 31, 2019 and 2018, respectively	18	13
Additional paid-in capital	788,122	626,658
Accumulated other comprehensive income	(270)	15
Accumulated deficit	(659,818)	(367,750)
Treasury stock, 7,568,182 shares and 7,568,182 shares at cost at December 31, 2019 and 2018, respectively	(49,464)	(49,464)
Total Sorrento Therapeutics, Inc. stockholders' equity	78,588	209,472
Noncontrolling interests	(45,832)	(1,972)
Total equity	32,756	207,500
Total liabilities and equity	$ 557,632	$ 624,087

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common stock, par value (USD per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	750,000,000	750,000,000
Common stock, shares issued (in shares)	167,798,120	122,280,092
Common stock, shares outstanding (in shares)	167,798,120	122,280,092
Treasury stock, shares (in shares)	7,568,182	7,568,182

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenue:
Revenues	$ 31,432	$ 21,193	$ 151,856
Operating costs and expenses:
Research and development	106,879	76,963	55,532
Acquired in-process research and development	75,301	11,304	26,102
Selling, general and administrative	103,557	63,638	38,332
Intangible amortization	3,941	3,009	2,610
(Gain) Loss on contingent liabilities and acquisition consideration payable	(11,090)	9,644	0
Total operating costs and expenses	290,825	171,618	126,521
(Loss) income from operations	(259,393)	(150,425)	25,335
(Loss) gain on derivative liabilities	(36,792)	2,830	0
Loss on foreign currency exchange	(330)	(1,243)	(178)
Loss on trading securities	(203)	(144)	(665)
Interest expense	(36,139)	(57,631)	(4,980)
Interest income	1,091	921	241
Loss on debt settlement / extinguishment	(27,810)	(8,089)	(4,275)
Loss on receivable	0	0	(163)
Loss before income tax	(359,576)	(213,781)	15,315
Income tax benefit	(473)	(6,274)	(36,038)
Loss on equity method investments	(3,909)	(5,019)	(40,244)
Net (loss) income	(363,012)	(212,526)	11,109
Net (loss) income attributable to noncontrolling interests	(70,944)	(8,986)	1,977
Net (loss) income attributable to Sorrento	$ (292,068)	$ (203,540)	$ 9,132
Net (loss) income per share - basic per share attributable to Sorrento (USD per share)	$ (2.20)	$ (1.92)	$ 0.13
Net (loss) income per share - diluted per share attributable to Sorrento (USD per share)	$ (2.35)	$ (1.92)	$ 0.13
Weighted-average shares outstanding during period - basic per share attributable to Sorrento (in shares)	132,732	106,150	69,742
Weighted-average shares outstanding during period - diluted per share attributable to Sorrento (in shares)	140,514	106,150	70,381
Product
Revenue:
Revenues	$ 21,974	$ 5,873	$ 553
Operating costs and expenses:
Cost of products sold and services	5,933	1,476	0
Service
Revenue:
Revenues	9,458	15,320	151,303
Operating costs and expenses:
Cost of products sold and services	$ 6,304	$ 5,584	$ 3,945

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (363,012)	$ (212,526)	$ 11,109
Other comprehensive income:
Foreign currency translation adjustments	(285)	(227)	360
Total other comprehensive (loss) income	(285)	(227)	360
Comprehensive (loss) income	(363,297)	(212,753)	11,469
Comprehensive (loss) income attributable to    noncontrolling interests	70,944	8,986	(1,977)
Comprehensive (loss) income attributable to    Sorrento	$ (292,353)	$ (203,767)	$ 9,492

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Semnur	Public Offering Of Common Stock And Warrants 2019	Registered Direct Offering 2019	BDL Products Inc	Scilex Pharmaceuticals, Inc	Virttu Biologics Limited	Common Stock	Common StockPublic Offering Of Common Stock And Warrants 2019	Common StockRegistered Direct Offering 2019	Common StockBDL Products Inc	Common StockScilex Pharmaceuticals, Inc	Common StockVirttu Biologics Limited	Treasury Stock	Additional Paid-in Capital	Additional Paid-in CapitalSemnur	Additional Paid-in CapitalPublic Offering Of Common Stock And Warrants 2019	Additional Paid-in CapitalRegistered Direct Offering 2019	Additional Paid-in CapitalBDL Products Inc	Additional Paid-in CapitalScilex Pharmaceuticals, Inc	Additional Paid-in CapitalVirttu Biologics Limited	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Noncontrolling Interest	Noncontrolling InterestSemnur	2019 Warrants	2019 WarrantsAdditional Paid-in Capital	December 2019 Warrants	December 2019 WarrantsAdditional Paid-in Capital	Warrant	WarrantCommon Stock	WarrantAdditional Paid-in Capital
Balance, shares (in shares) at Dec. 31, 2016								50,882,856						7,568,182
Balance at Dec. 31, 2016	$ 86,502							$ 6						$ (49,464)	$ 303,865							$ (118)	$ (174,252)	$ 6,465
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Scilex acquisition adjustment	(2,027)														(627)									(1,400)
Issuance of common stock, net (in shares)								30,468,700
Issuance of common stock, net	57,928							$ 3							57,925
Beneficial conversion feature recorded on convertible notes	32,062														32,062
Issuance of common stock upon acquisition (in shares)								1,552,011
Issuance of common stock upon acquisition	3,055														3,055
Warrants issued in connection with convertible notes	12,669														12,669
Stock-based compensation	4,952														4,952
Foreign currency translation adjustment	360																					360
Net income (loss)	11,109																						9,132	1,977
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, net (in shares)								13,793,997
Issuance of common stock, net	83,610							$ 2							83,608
Beneficial conversion feature recorded on convertible notes	12,006														12,006
Issuance of common stock with exercise of options (in shares)								57,690
Issuance of common stock with exercise of options	211														211
Issuance of common stock upon acquisition (in shares)											309,916	1,381,346	1,795,011
Issuance of common stock upon acquisition					$ 2,340	$ 13,744	$ 11,308												$ 2,340	$ 13,744	$ 11,308
Issuance of common stock, conversion of notes payable (in shares)								22,038,565
Issuance of common stock, conversion of notes payable	50,000							$ 2							49,998
Warrants issued in connection with convertible notes	9,646														9,646
Warrants issued in connection with Term Loan Agreement	21,746														21,746
Loss on debt extinguishment	1,916														1,916
Stock-based compensation	6,206														6,234									(28)
Foreign currency translation adjustment	(227)																					(227)
Net income (loss)	$ (212,526)																						(203,540)	(8,986)
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, net (in shares)								258,515	8,333,334	10,869,566
Issuance of common stock, net	$ 990		$ 23,323	$ 23,385					$ 1	$ 1					990		$ 23,322	$ 23,384
Issuance of common stock with exercise of options (in shares)	268,164							268,164
Issuance of common stock with exercise of options	$ 492														492
Issuance of common stock, conversion of notes payable (in shares)								22,660,449																							3,128,000
Issuance of common stock, conversion of notes payable	53,983	$ 54,591						$ 3							53,980	$ 27,991									$ 26,600					$ 8,359		$ 8,359
Warrants issued in connection with convertible notes																										$ 4,288	$ 4,288	$ 6,010	$ 6,010
Stock-based compensation	12,648														12,648
Adjustment to noncontrolling interest	484																							484
Foreign currency translation adjustment	(285)																					(285)
Net income (loss)	$ (363,012)																						(292,068)	(70,944)
Balance, shares (in shares) at Dec. 31, 2019	167,798,120							167,798,120						7,568,182
Balance at Dec. 31, 2019	$ 32,756							$ 18						$ (49,464)	$ 788,122							$ (270)	$ (659,818)	$ (45,832)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating activities:
Net (loss) income	$ (363,012)	$ (212,526)	$ 11,109
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	10,989	9,494	7,138
Non-cash interest expense and amortization of debt issuance costs	22,526	53,391	1,803
Non-cash operating lease cost	4,053
Loss on trading securities	(203)	(144)	(665)
Stock-based compensation	12,648	6,206	4,952
Acquired in-process research and development	75,301	9,895	0
Loss on debt settlement / extinguishment	27,810	8,089	4,275
Loss (gain) on derivative liability	36,792	(2,830)	0
Loss on equity method investments	3,909	5,019	40,244
Non-cash income on cost method investments	0	0	(116,249)
(Gain) Loss on contingent liabilities and acquisition consideration payable	(11,090)	9,644	0
Loss on IPR&D impairment	0	1,826	0
Deferred tax provision	(373)	(6,119)	(35,679)
Changes in operating assets and liabilities, excluding effect of acquisitions:
Grants and other receivables	(10,622)	(1,623)	(515)
Accrued payroll	5,678	5,751	920
Prepaid expenses, deposits and other assets	(517)	(2,804)	(1,669)
Accounts payable	10,221	3,578	1,592
Deferred revenue	(945)	(3,263)	(20,891)
Other	(628)	251	802
Acquisition consideration payable	0	(2,020)	0
Accrued expenses and other liabilities	4,061	6,130	2,323
Net cash used for operating activities	(172,996)	(111,767)	(99,180)
Investing activities:
Purchases of property and equipment	(11,442)	(11,195)	(10,972)
Purchase of assets related to Semnur, net of cash acquired	(17,040)	0	0
Other acquisitions and investments	(9,691)	(10,000)	(5,557)
Net cash used for investing activities	(38,173)	(21,195)	(16,529)
Financing activities:
Proceeds from exercise of stock options and warrants	8,851	211	0
Payments on bridge loans and Scilex Notes	(3,074)	(20,000)	0
Proceeds from 2017 Securities Purchase Agreement, net of issuance costs	0	0	49,916
Short-term working capital funding arrangements, net of issuance costs	8,000	21,261	0
Proceeds from issuance of Scilex notes, net of issuance costs	0	134,275	0
Proceeds from issuance of convertible notes	0	37,849	0
Payment of Hercules Loan Agreement	0	0	(53,157)
Scilex consideration for regulatory milestones	0	(22,466)	0
Net payments of deferred compensation	0	0	(1,012)
Net cash provided by financing activities	78,885	325,998	53,675
Net change in cash, cash equivalents and restricted cash	(132,284)	193,036	(62,034)
Net effect of exchange rate changes on cash	(277)	(135)	65
Cash, cash equivalents and restricted cash at beginning of period	213,330	20,429	82,398
Cash, cash equivalents and restricted cash at end of period	80,769	213,330	20,429
Cash paid during the period for:
Income taxes	13	6	34
Interest	12,738	1,620	3,499
Supplemental disclosures of non-cash investing and financing activities:
Semnur acquisition consideration paid in equity	54,591	0	0
Semnur acquisition costs incurred but not paid	601	0	0
Conversion of convertible notes	53,983	50,000	0
Loss on debt extinguishment		9,646	12,669
Property and equipment costs incurred but not paid	849	328	37
Reconciliation of cash, cash equivalents and restricted cash within the Company's consolidated balance sheets:
Cash, cash equivalents, and restricted cash	80,769	20,429	20,429
Public Offering Of Common Stock And Warrants 2019
Financing activities:
Proceeds from issuance of common stock	46,707	0	0
ATM Facility
Financing activities:
Proceeds from issuance of common stock		83,608	57,928
Distribution Agreement
Financing activities:
Proceeds from issuance of common stock	990
Virttu Biologics Limited
Supplemental disclosures of non-cash investing and financing activities:
Non-cash consideration given	0	11,308	15,465
Scilex Pharmaceuticals, Inc
Supplemental disclosures of non-cash investing and financing activities:
Non-cash consideration given	0	13,744	1,380
Oaktree Term Loan
Financing activities:
Proceeds from Oaktree Term Loans, net of issuance costs	17,411	91,260	0
BDL
Supplemental disclosures of non-cash investing and financing activities:
BDL stock issuance	0	2,340	0
June 2018 Warrants, Amendment
Supplemental disclosures of non-cash investing and financing activities:
Loss on debt extinguishment	$ 0	$ 1,916	$ 0

Organization and Significant Ac

Organization and Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Organization and Significant Accounting Policies	Organization and Significant Accounting Policies Description of Business Sorrento Therapeutics, Inc., together with its subsidiaries (the “Company”), is a clinical stage and commercial biopharma company focused on delivering innovative and clinically meaningful therapies to patients and their families to address unmet medical needs. The Company also has programs assessing the use of its technologies and products in autoimmune, 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 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”), antibody drug conjugates (“ADCs”) as well as bispecific antibody approaches. Outside of immune-oncology programs, as part of the Company`s global aim to provide a wide range of therapeutic products to meet underserved markets, the Company has made investments in non-opioid pain management. In this area, the Company has in-house developed and acquired proprietary technologies to responsibly develop next generation, branded pharmaceutical products to better manage patients’ medical conditions and maximize the quality of life of patients and healthcare providers. Basis of Presentation and Principles of Consolidation 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. The Company has reclassified historically presented revenue and cost of revenue to conform to the current period presentation. Further, the Company re-segmented its business into two new operating segments effective January 1, 2019. The reclassification had no impact on previously reported results of operations or financial position. (See Note 15 ). Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. Restricted Cash Restricted cash in the Company's consolidated balance sheet as of December 31, 2019, included approximately $45.0 million of restricted cash related to the Scilex Notes in the form of both the Reserve Account and the Collateral Account (See Note 9 ). Restricted cash in the Company's consolidated balance sheet as of December 31, 2019 also included approximately $13.1 million of restricted cash related to the Oaktree Term Loan Agreement in the form of a Reserve Account. 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 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. Accounts Receivable, Net Accounts receivable are presented net of allowances for doubtful accounts and consist of trade receivables from sales and services provided to certain customers, which are generally unsecured. Estimated credit losses related to trade accounts receivable are recorded as general and administrative expenses and as an allowance for doubtful accounts and accounts receivable, net. The Company reviews reserves and makes adjustments based on historical experience and known collectability issues and disputes. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. The allowance for doubtful accounts is not material. 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 expiration dates for inventory on hand. As of December 31, 2019, the Company's inventory is primarily comprised of finished goods. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three five Acquisitions The Company has engaged in business combination activity. The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with each acquisition, as goodwill presents the excess of the purchase price of an acquired business over the fair value of its net tangible and identifiable intangible assets. 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 achieved 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 sheet. The Company commenced amortization of acquired in-process research and development related to the business combination of Scilex Pharmaceuticals Inc. (“Scilex Pharma”) upon commercialization of ZTlido 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 3 for further discussion of acquired in-process research and development expense related to the Semnur and Sofusa acquisitions). Goodwill and Other Long-Lived Assets Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Goodwill is reviewed at the segment level for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company proceeds to perform the two-step test for goodwill impairment. The first step involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to determine the amount of loss, which involves comparing the implied fair value of the goodwill to the carrying value of the goodwill. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. The Company performed its annual assessment for goodwill impairment in the fourth quarter of 2019, noting no indication of impairment. There have not been any triggering events indicating the potential for impairment through December 31, 2019. The Company evaluates its long-lived and intangible assets with definite lives, such as property and equipment, acquired technology, customer relationships, patent and license rights, for impairment by considering the expected use of the assets and the effects of obsolescence, demand, anticipated technological advances, market influences and other economic factors. The factors that drive the estimate of useful life are often uncertain and are reviewed on a periodic basis or when events occur that warrant review. Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate. No impairment charge was recorded during the year ended December 31, 2019. Debt, Including Debt With Detachable Warrants Debt with detachable warrants are evaluated for the classification of warrants as either equity instruments, derivative liabilities, or liabilities depending on the specific terms of the warrant agreement. In circumstances in which debt is issued with equity-classified warrants, the proceeds from the issuance of convertible debt are first allocated to the debt and the warrants at their relative estimated fair values. The portion of the proceeds so allocated to the warrants are accounted for as paid-in capital and a debt discount. The remaining proceeds, as further reduced by discounts created by the bifurcation of embedded derivatives and beneficial conversion features, are allocated to the debt. The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from the allocation of proceeds, to interest expense using the effective interest method over the expected term of the debt instrument. The Company considers whether there are any embedded features in debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging . If the amount allocated to the convertible debt results in an effective per share conversion price less than the fair value of the Company’s common stock on the commitment date, the intrinsic value of this beneficial conversion feature is recorded as a discount to the convertible debt with a corresponding increase to additional paid in capital. The beneficial conversion feature discount is equal to the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date, unless limited by the remaining proceeds allocated to the debt. The Company may enter financing arrangements, the terms of which involve significant assumptions and estimates, including future net product sales, in determining interest expense, amortization period of the debt discount, as well as the classification between current and long-term portions. In estimating future net product sales, the Company assesses prevailing market conditions using various external market data against the Company’s anticipated sales and planned commercial activities. Consequently, the Company imputes interest on the carrying value of the debt and records interest expense using an imputed effective interest rate. The Company reassesses the expected payments each reporting period and accounts for any changes through an adjustment to the effective interest rate on a prospective basis, with a corresponding impact to the classification of the Company’s current and long-term portions. Derivative Liabilities Derivative liabilities are recorded on the Company`s consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are settled or expire, with changes in the fair value between reporting periods recorded as other income or expense. Investments in Other Entities The Company holds a portfolio of investments in equity securities that are accounted for under either the equity method or cost method. Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in loss on equity method investments. All investments are reviewed on a regular basis for possible impairment. If an investment's fair value is determined to be different than its net carrying value and the decline is determined to be other-than-temporary, the investment is written down to its fair value. Such an evaluation is judgmental and dependent on specific facts and circumstances. The Company determines the fair value of its equity method investments to evaluate whether impairment losses shall be recorded using Level 3 inputs. Research and Development Costs The Company expenses the cost of research and development as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and preclinical materials as well as other contracted services, license fees and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with FASB ASC Topic 730, Research and Development . Income Taxes The provisions of the FASB ASC Topic 740 “Income Taxes,” addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has uncertain tax positions. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. As of December 31, 2019, the Company maintained a full valuation allowance against its deferred tax assets, with the exception of an amount equal to its deferred tax liabilities that are scheduled to reverse against the Company's deferred tax assets. Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company`s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and is reduced by lease incentives. 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. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Revenue Recognition The Company’s revenues are generated from license revenues, product revenues, the sale of customized reagents and other material and contract manufacturing and other services. The Company does not have significant costs associated with costs to obtain contracts with its customers. License Revenues License fees for the licensing of product rights are recorded as deferred revenue upon receipt of cash and recognized as revenue on a straight-line basis over the license period, with the exception of license agreements with no remaining performance obligations or undelivered obligations. The Company applies judgment in determining the timing of revenue recognition related to contracts that include multiple performance obligations. The total transaction price of the contract is allocated to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. For goods or services for which observable standalone selling prices are not available, the Company develops an estimated standalone selling price of each performance obligation. As of December 31, 2019, the future performance obligations for license revenues relate to the ImmuneOncia Therapeutics, LLC (“ImmuneOncia”) and NantCell, Inc. (“NantCell”) license agreements. 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 December 31, 2019, was approximately $8.0 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 December 31, 2019 and December 31, 2018, the NantCell license agreement, effective April 21, 2015, represented $110.0 million of contract liabilities reflected in long-term deferred revenue. See Note 8 for additional information regarding the remaining performance obligation for the agreement. Product and Service Revenues Product and service revenues are comprised of Scilex product sales of ZTlido, contract manufacturing associated with sales of customized reagents at Concortis Biosystems Corp. (“Concortis”), materials and supply agreements and contract manufacturing services at BioServ Corporation. 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 ASC Topic 606-10-50-14 to the revenue contracts for Concortis sales and services and materials and supply agreements due to the short-term length of such contracts. The following table shows revenue disaggregated by product and services type for the years ended December 31, 2019, 2018 and 2017 (in thousands): Years Ended December 31, 2019 2018 2017 Scilex Pharma product sales $ 21,033 $ 2,606 $ — Other product sales 941 3,267 553 Net product revenue $ 21,974 $ 5,873 $ 553 Concortis Biosystems Corporation 6,520 5,159 4,049 Bioserv Corporation 2,450 5,992 5,000 Joint development agreement — 3,333 1,667 Royalties, licenses and other revenues 488 836 140,587 Service revenue $ 9,458 $ 15,320 $ 151,303 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 material sales returns. Scilex Pharma The Company’s revenue is generated from product sales within the United States. Substantially all of the Company’s revenue and accounts receivable result from a sole customer. Revenues from product sales is fully comprised of sales of ZTlido. The Company's performance obligation with respect to sales of ZTlido 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 December 31, 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 is 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. Other Product Sales Revenues from the sale of materials associated with the Company's research and development arrangements are recognized at a point in time upon the transfer of control, which is generally upon shipment. Concortis Biosystems Corporation ( “ Concortis ” ) Contract manufacturing associated with sales of customized reagents for Concortis operations relate to providing synthetic expertise to customers’ synthesis by delivering proprietary cytotoxins, linkers and linker-toxins and ADC service using industry standard toxin and antibodies provided by customers which 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, 2019 and 2018, the estimated revenue expected to be recognized for future performance obligations associated with contract manufacturing services was approximately $2.2 million and $1.6 million, respectively. Joint Development Agreement In September 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 and $1.7 million for the years ended December 31, 2018 and 2017, respectively. The Company recorded no sales and services revenues under the joint development agreement during the year ended December 31, 2019 as such arrangement is complete. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718 “ Compensation – Stock Compensation, ” which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant). Comprehensive (Loss) Income Comprehensive (loss) income is primarily comprised of net income (loss) and foreign currency translation adjustments. The Company displays comprehensive (loss) income and its components in its consolidated statements of comprehensive (loss) income. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or the exercise of outstanding warrants. The treasury stock method and the if-converted method are used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU ” ) No. 2016-02, Leases . ASU No. 2016-02 is aimed at making leasing activities more transparent and comparable, and required substantially all leases to be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases historically accounted for as operating leases. ASU No. 2016-2 was effective for financial statements issued for fiscal years beginning after December 15, 2018. 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 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 the current portion of operating lease liabilities and non-current operating lease liabilities, respectively, as of January 1, 2019. Deferred rent, historically 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 timely 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. While the Company is currently evaluating the impact the standard will have on it, the Company does not expect the adoption of ASU No. 2016-13 to have a material impact and on the Company’s consolidated financial position, results of operations or cash flows. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , to include share-based payment transactions for acquiring goods and services from nonemployees. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s consolidated

Liquidity and Going Concern

Liquidity and Going Concern	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has negative working capital and 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 fundraising to fulfill its operating and capital requirements for the next 12 months. The Company’s plans include continuing to fund its operating losses and capital funding needs through public or private equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or other arrangements. Although management believes such plans, if executed, 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. 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. 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. As disclosed in Note 18 , on February 10, 2020, the Company voluntarily suspended its continuous offering and sale of shares of its common stock pursuant to the Distribution Agreement. On February 10, 2020, the Company entered into the Aspire Purchase Agreement, as described in Note 18 . If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business.

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2019
Business Combinations [Abstract]
Acquisitions	Acquisitions 2019 Acquisitions Acquisition of Semnur Pharmaceuticals, Inc. ( “ Semnur ” ) On March 18, 2019, the Company, for limited purposes, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Semnur Pharmaceuticals, Inc. Scilex Holding Company (“Scilex Holding”), Sigma Merger Sub, Inc., the prior 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. Immediately prior to the closing of the Merger, 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, 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, 352,972 shares issuable and up to 99,190 shares issuable contingent upon such shares being release from escrow, 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 (SP-102) technology for consideration valued at approximately $70.0 million, excluding contingent consideration, transaction costs of $3.1 million and liabilities assumed of $4.2 million, which was allocated based on the relative fair value of the assets acquired. The $70.0 million of consideration consisted of $15.0 million in cash and shares of Scilex Holding valued at $55.0 million. No contingent consideration was recorded as of December 31, 2019 since the related regulatory approval milestones are not deemed probable until they actually occur. As a result, approximately $75.3 million was expensed as a component of acquired in-process research and development. 2018 Acquisition Acquisition of Sofusa ® In July 2018, the Company entered into an Asset Purchase Agreement (the “Sofusa Purchase Agreement”) with Kimberly-Clark Corporation (“KCC”); Kimberly-Clark Global Sales, LLC (“KCCGS”); and Kimberly-Clark Worldwide, Inc. (“KCCW” and together with KCC and KCCGS, “Kimberly-Clark”) pursuant to which, among other things, the Company acquired certain of Kimberly-Clark’s assets related to micro-needle drug delivery technology, including the Sofusa® platform (the “Sofusa Assets”) and related fixed assets, and assumed certain of Kimberly-Clark’s liabilities related to the Sofusa Assets (the “Sofusa Acquisition”). The closing of the Sofusa Acquisition (the “Sofusa Closing”) occurred on July 2, 2018. At the Sofusa Closing, the Company paid $10.0 million and agreed to pay additional consideration to Kimberly-Clark upon the achievement of certain regulatory and net sales milestones, as well as a percentage in the low double-digits of any non-royalty amounts received by the Company in connection with any license, sale or other grant of rights by the Company to develop or commercialize the Sofusa Assets (all such additional consideration, the “Sofusa Contingent Consideration”). Under the Sofusa Purchase Agreement, the aggregate amount of the Sofusa Contingent Consideration payable by the Company will not exceed $300.0 million. The Company also agreed to pay Kimberly-Clark a low single-digit royalty on all net sales with respect to the first five products developed by the Company or its licensees that utilizes intellectual property included in the Sofusa Assets. 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 Asset Purchase Agreement, the Company acquired the Sofusa DoseDisc micro-needle technology for cash consideration of $10.0 million which was allocated based on the relative fair value of the assets acquired. No contingent consideration was recorded as of December 31, 2019 since the related regulatory approval milestones are not deemed probable until they actually occur. As a result, $9.5 million was expensed as a component of acquired in-process research and development and the remaining $0.5 million was recorded primarily to fixed assets. 2017 Acquisition Acquisition of Virttu Biologics Limited In April 2017, the Company entered into a Share Purchase Agreement with TNK Therapeutics, Inc., a majority-owned subsidiary of the Company (“TNK”), Virttu Biologics Limited (“Virttu”), the shareholders of Virttu (the “Virttu Shareholders”) and Dayspring Ventures Limited, as the representative of the Virttu Shareholders, pursuant to which, among other things, TNK acquired from the Virttu Shareholders 100% of the outstanding ordinary shares of Virttu. Virttu focuses on the development of oncolytic viruses that infect and selectively multiply in and destroy tumor cells without damaging healthy tissue. The consolidated financial statements include the results of operations from this transaction, which have been accounted for as a business combination. The valuation of the acquired assets and liabilities resulted in the recognition of identifiable assets of approximately $16.0 million comprised mainly of in-process research and development of approximately $15.4 million, deferred tax liabilities of $0.8 million and goodwill of approximately $1.4 million. The results of Virttu’s operations are not significant to the Company’s consolidated financial statements. The total acquisition consideration was as follows: (1) an issuance of 1,795,011 shares of the Company's common stock to the Virttu Shareholders on April 27, 2018 for a value of $11.3 million and (2) $9.9 million payable in cash. An additional $10.0 million contingent consideration was payable upon the achievement of certain regulatory milestones, which, at the acquisition date, was valued at $1.0 million and is not significant to the Company’s consolidated financial statements as of December 31, 2019. During the year ended December 31, 2019, the Company recorded a $10.4 million gain related to the settlement of the acquisition consideration payable associated with the Virttu acquisition.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 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 December 31, 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 $ 22,521 $ 22,521 $ — $ — Restricted cash 58,248 58,248 — — Total assets $ 80,769 $ 80,769 $ — $ — Liabilities: Derivative liabilities $ 8,800 $ — $ — $ 8,800 Derivative liabilities - Non-current 35,000 — — 35,000 Acquisition consideration payable 908 — — 908 Acquisition consideration payable, non-current 39 — — 39 Total liabilities $ 44,747 $ — $ — $ 44,747 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 — — Total assets $ 213,330 $ 213,330 $ — $ — 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 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. 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. During the year ended December 31, 2019, the fair value remeasurement adjustments related to the Company’s acquisitions resulted in a decrease to the contingent consideration liabilities by $0.7 million. The Company also recorded a $10.4 million gain related to the settlement of the acquisition consideration payable associated with the Virttu acquisition as described in Note 3 . During the year ended December 31, 2018, the fair value remeasurement adjustments related to the Company’s acquisitions resulted in an increase to the contingent consideration liabilities by $9.6 million. The Company recorded $51.9 million in settlements of contingent consideration primarily related to such liabilities, which included the settlements of Scilex Pharma and BDL liabilities for $38.2 million and $2.3 million, respectively, and the $11.3 million partial settlement of the Virttu financing milestone in common stock of the Company. The contingent consideration is measured at fair value using significant unobservable inputs (Level 3). The following tables includes a summary of the changes to contingent consideration liabilities during the years ended December 31, 2019, 2018 and 2017: (in thousands) 2019 Beginning Balance at December 31, 2018 $ 12,037 Re-measurement of Fair Value (736) Settlements of contingent consideration (10,354) Ending Balance at December 31, 2019 $ 947 (in thousands) 2018 Beginning Balance at December 31, 2017 $ 54,272 Re-measurement of Fair Value 9,644 Settlements of contingent consideration (51,879) Ending Balance at December 31, 2018 $ 12,037 (in thousands) 2017 Beginning Balance at December 31, 2016 $ 48,362 Scilex acquisition adjustment (6,500) Acquisition consideration payable - current year acquisitions 12,807 Contingent consideration (Non-current) - current year acquisitions 983 Payment of shares for contingent consideration (1,380) Ending Balance at December 31, 2017 $ 54,272 The principal significant unobservable inputs used in the valuations of the contingent considerations are the discount rates, and probabilities assigned to scenario outcomes. An increase in the discount rate will cause a decrease in the fair value of the contingent consideration. Conversely, a decrease in the discount rate will cause an increase in the fair value of the contingent consideration. An increase in the probabilities assigned to certain scenarios will cause the fair value of contingent consideration to increase. Conversely, a decrease in the probabilities assigned to certain scenarios will cause the fair value of contingent considerations to decrease. Derivative liabilities The Company recorded a loss on derivative liabilities of $36.8 million for the year ended December 31, 2019, which was primarily attributed to compound derivative liabilities associated with the Scilex Notes resulting from revised sales forecasts, probabilities of a qualified IPO event and obtaining marketing approval for SP-103. The compound derivative liabilities consist of the fair value of embedded features including 1) a contingent increase in the applicable percentage of net sales for principal payment; 2) additional installment principal payments; 3) accelerated repayment upon delayed receipt of marketing approval; 4) accelerated repayment upon a Scilex Holding IPO ( Note 9 ); and 5) tax indemnification obligations with respect to foreign note holders. As of December 31, 2019, 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. This involves significant Level 3 inputs and assumptions including an 8% risk adjusted net sales forecast, an effective debt yield of 19.7% and estimated probabilities of 55% and 100% of not obtaining marketing approval before July 1, 2023 and March 31, 2021, respectively, and an estimated high probability of a Scilex Holding IPO that satisfies certain valuation thresholds. The Company determined that the contingent acceleration feature of the Early Conditional Loan (as defined in Note 9 ) 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 and is estimated using a with and without discounted cash flow approach applying a discount rate of approximately 41.6%. 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 9 ) 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 $1.8 million for the year ended December 31, 2019. The Company also recorded a loss on derivative liabilities associated with the 2019 Warrants (as defined in Note 9 ) of $4.3 million on the issuance date, as the 2019 Warrants were issued with the Amendment (See Note 9 ). 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 year ended December 31, 2019: (in thousands) Fair Value Beginning Balance at December 31, 2018 $ — Additions 6,996 Re-measurement of Fair Value 36,804 Ending Balance at December 31, 2019 $ 43,800

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment Property and equipment consisted of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Furniture and fixtures $ 1,315 $ 1,127 Office equipment 700 632 Machinery and lab equipment 33,192 27,690 Leasehold improvements 13,161 9,001 Construction in progress 3,855 1,221 52,223 39,671 Less accumulated depreciation (22,335) (15,287) $ 29,888 $ 24,384 Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was $7.0 million, $6.0 million and $4.5 million, respectively.

Investments

Investments	12 Months Ended
	Dec. 31, 2019
Equity Method Investments and Joint Ventures [Abstract]
Investments	Investments The Company’s cost method investments primarily include an ownership interest in ImmunityBio, Inc., NantBioScience, Inc. (“NantBioScience”), Celularity Inc. The Company’s equity method investments primarily include an ownership interest in Immunotherapy NANTibody, LLC (“NANTibody”), NantCancerStemCell, LLC (“NantStem”) and ImmuneOncia Therapeutics, LLC. No impairment losses were recorded on the Company’s cost method investments during the years ended December 31, 2019, 2018 and 2017. A loss related to other-than-temporary impairment of $0.5 million was recognized for the equity investment in NantStem for the year ended December 31, 2018. NANTibody In 2013, the Company acquired IgDraSol Inc. (“IgDraSol”), a private company focused on the development of oncologic agents for the treatment of cancer, from a third party unrelated to the NantWorks, LLC (“NantWorks”) affiliated entities for 3 million shares of the Company's common stock and $380,000 of cash for a total purchase price of $29.1 million. This transaction included the acquisition of IgDraSol’s lead compound, Cynviloq TM , a micellar diblock copolymeric paclitaxel formulation drug product. In May 2015, the Company entered into an agreement with NantPharma, LLC (“NantPharma”), a NantWorks company, pursuant to which the Company sold to NantPharma all of its equity interests in IgDraSol, which continued to hold the rights to Cynviloq TM . Pursuant to the agreement, NantPharma paid the Company an upfront fee of $90.1 million, of which $60.0 million was required to be used by the Company to fund two joint ventures, as described below. In April 2015, the Company and NantCell, a subsidiary of NantWorks, LLC (“NantWorks”), a private company owned by Dr. Patrick Soon-Shiong, established a new entity called Immunotherapy NANTibody, LLC (“NANTibody”) as a stand-alone biotechnology company with $100.0 million initial joint funding. NantCell owns 60% of the equity interest of NANTibody and agreed to contribute $60.0 million to NANTibody. The Company owns 40% of NANTibody and in July 2015, the Company had NantPharma, LLC (“NantPharma”) contribute its portion of the initial joint funding of $40.0 million to NANTibody from the proceeds of the sale of IgDraSol, Inc. (“IgDraSol”). Additionally, the Company and NantCell were allowed to appoint three and two representatives, respectively, to NANTibody’s five-member Board of Directors. NANTibody will focus on accelerating the development of multiple immuno-oncology mAbs for the treatment of cancer, including but not limited to anti-PD-1, anti-PD-L1, anti-CTLA4mAbs, and other immune-check point antibodies as well as ADCs and bispecific antibodies. NANTibody had been formed to advance pre-clinical and clinical immunology assets contributed by the Company and NantCell. The Company continues to hold 40% of the outstanding equity of NANTibody and NantCell holds the remaining 60%. Until July 2, 2017, NANTibody held approximately $100.0 million of cash and cash equivalents, and the Company recorded its investment in NANTibody at approximately $40.0 million. As an equity method investment, the Company's ratable portion of 40% of money expended for the development of intellectual property assets held by NANTibody would be reflected within income (loss) on equity method investments in its statement of operations. As a result of limited spending at NANTibody, the cash on hand at NANTibody remained at approximately $100.0 million since the inception of the NANTibody joint venture until July 2, 2017. Further, the Company's equity method investment in NANTibody remained at approximately $40.0 million until July 2, 2017. The financial statements of NANTibody are not received sufficiently timely for the Company to record its portion of earnings or loss in the current financial statements and therefore the Company reports its portion of earnings or loss on a quarter lag. In February 2018, NANTibody notified the Company that on July 2, 2017, NANTibody acquired all of the outstanding equity of IgDraSol in exchange for $90.1 million in cash. NANTibody purchased IgDraSol from NantPharma, LLC, which is controlled by NantWorks, an entity with a controlling interest in NantCell and NantPharma. Although the Company has had a designee serving on the Board of Directors of NANTibody since the formation of NANTibody in April 2015, and although the Company has held 40% of the outstanding equity of NANTibody since NANTibody’s formation, neither the Company nor its director designee was given any advance notice of NANTibody’s purchase of IgDraSol or of any board meeting or action to approve such purchase. As such, the Company's designee on NANTibody’s Board of Directors was not given an opportunity to consider or vote on the transaction as a director and the Company was not given an opportunity to consider or vote on the transaction in its position as a significant (40%) equity holder of NANTibody. As a result of the July 2, 2017 purchase of IgDraSol, NANTibody’s cash and cash equivalents were reduced from $99.6 million as of June 30, 2017 to $9.5 million as of September 30, 2017, and NANTibody’s contributed capital was reduced from $100.0 million as of June 30, 2017 to $10.0 million as of September 30, 2017, to effect the transfer of IgDraSol from NantPharma to NANTibody. No additional information was provided to the Company to explain why NANTibody’s total assets as of September 30, 2017 were reduced by approximately $90.1 million. The Company requested, but did not receive, additional information from NANTibody for purposes of supporting the value of IgDraSol, including any information regarding clinical advancements in the entity since the sale of IgDraSol by the Company in May 2015. Prior to the communication of the transfer of IgDraSol from NantPharma to NANTibody, the Company relied on the cash and cash equivalents of NANTibody for purposes of determining the value of its investment in NANTibody, which capital was expended by NANTibody to acquire IgDraSol on July 2, 2017. As a result of the transfer of IgDraSol, the Company reassessed the recoverability of its equity method investment in NANTibody as of July 2, 2017. In doing so, the Company considered the expected outcomes for the intellectual property assets held by NANTibody as of July 2, 2017. As a result of the lack of evidence of any development activity associated with any of the assets held in NANTibody, given the passage of time since the formation of the joint venture, many competitive products from other drug developers worldwide have advanced and/or commercialized for the targeted disease indications of the assets held in NANTibody, and given the Company’s minority interest in NANTibody (the investee), the Company concluded that it does not have the ability to recover the carrying amount of the investment and an other-than-temporary decline in the value of the investment had occurred. Accordingly, an impairment was recorded to the Company’s equity method investment in NANTibody for the three and nine months ended September 30, 2017. The fair value of the Company’s investment in NANTibody was measured at fair value on July 2, 2017 using significant unobservable inputs (Level 3) due to the determination of fair value requiring significant judgment, including the potential outcomes of the intellectual property assets held by NANTibody. For these reasons, fair value was determined by applying the Company’s 40% equity interest in NANTibody to the remaining cash and cash equivalents, which resulted in an impairment of $36.0 million. The impairment resulted in a revised carrying value of the Company's investment in NANTibody of $3.7 million which approximates its ratable 40% ownership of the cash maintained by NANTibody expected to be used for future research and development. As of December 31, 2019 and 2018, the carrying value of the Company’s investment in NANTibody was approximately $2.5 million and $3.4 million, respectively. NANTibody recorded net loss of $2.4 million, $0.7 million and $1.1 million for the twelve months ended September 30, 2019, 2018 and 2017, respectively. The Company recorded its portion of loss from NANTibody in (loss) income on equity investments on its consolidated statements of operations for the twelve months ended December 31, 2019, 2018 and 2017. As of September 30, 2019, NANTibody had $7.3 million in current assets, $1.0 million in current liabilities, $0.2 million in noncurrent assets and no noncurrent liabilities. As of September 30, 2018, NANTibody had $9.7 million in current assets, $0.8 million in current liabilities, no noncurrent assets and no noncurrent liabilities. NantStem In July 2015, the Company and NantBioScience, a subsidiary of NantWorks, established a new entity called NantCancerStemCell, LLC (“NantStem”) as a stand-alone biotechnology company with $100.0 million initial joint funding. As initially organized, NantBioScience was obligated to make a $60.0 million cash contribution to NantStem for a 60% equity interest in NantStem, and the Company was obligated to make a $40.0 million cash contribution to NantStem for a 40% equity interest in NantStem. Fifty percent of these contributions were funded in July 2015 and the remaining amounts were to be made by no later than September 30, 2015. The Company had NantPharma contribute its portion of the initial joint funding of $20.0 million to NantStem from the proceeds of the sale of IgDraSol. Pursuant to a Side Letter dated October 13, 2015, the NantStem joint venture agreement was amended to relieve the Company of the obligation to contribute the second $20.0 million payment, and its ownership interest in NantStem was reduced to 20%. NantBioScience’s funding obligations were unchanged. The Side Letter was negotiated at the same time the Company issued a call option on shares of NantKwest that it owned to Cambridge, a related party to NantBioScience. A loss related to other-than-temporary impairment of $0.5 million was recognized for the equity investment in NantStem for the year ended December 31, 2018. There was no loss related to other-than-temporary impairment recognized for the equity investment for the year ended December 31, 2017. The Company is accounting for its interest in NantStem as an equity method investment, due to the significant influence the Company has over the operations of NantStem through its board representation and 20% voting interest. The Company’s investment in NantStem is reported in equity method investments on its consolidated balance sheets and its share of NantStem’s loss is recorded in loss on equity investments on its consolidated statement of operations. As of December 31, 2019 and 2018, the carrying value of the Company’s investment in NantStem was approximately $17.9 million and $18.0 million, respectively. The financial statements of NantStem are not received sufficiently timely for the Company to record its portion of earnings or loss in the current financial statements and therefore the Company reports its portion of earnings or loss on a quarter lag. NantStem recorded a net loss of $0.9 million and $0.7 million for the twelve months ended September 30, 2019 and 2018, respectively, and net income of $0.7 million for the twelve months ended September 30, 2017. The Company recorded its portion of (loss) income from NantStem in (loss) income on equity investments on its consolidated statements of operations for the twelve months ended December 31, 2019, 2018 and 2017. As of September 30, 2019, NantStem had $75.9 million in current assets and $0.2 million in current liabilities and $4.7 million noncurrent assets and no noncurrent liabilities. As of September 30, 2018, NantStem had $74.1 million in current assets, $0.1 million in current liabilities, $6.9 million in noncurrent assets and no noncurrent liabilities.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets The Company had goodwill of $38.3 million for each of years ended December 31, 2019 and 2018. The Company performed a qualitative test for goodwill impairment by segment during the fourth quarter of 2019. Based upon the results of the qualitative testing the Company concluded that it is more-likely-than-not that the fair values of the Company’s goodwill was in excess of its carrying value and therefore performing the first step of the two-step impairment test was unnecessary. No goodwill impairment was recognized for the years ended December 31, 2019, 2018 and 2017. Commencing 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 December 31, 2019. The Company’s intangible assets, excluding goodwill, include acquired license and patent rights, core technologies, customer relationships and acquired in-process research and development. Amortization for the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives. A summary of the Company’s identifiable intangible assets as of December 31, 2019 and 2018 is as follows (in thousands): December 31, 2019 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships 6 $ 1,585 $ 1,401 $ 184 Acquired technology 19 3,410 1,060 2,350 Acquired in-process research and development 15 36,300 1,828 34,472 Patent rights 15 32,720 6,922 25,798 Assembled workforce 5 605 101 504 Total intangible assets $ 74,620 $ 11,312 $ 63,308 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 December 31, 2019, the remaining weighted average life for identifiable intangible assets is 15 years. Aggregate amortization expense was $3.9 million and $3.0 million for the year ended December 31, 2019 and 2018, respectively. The Company intends to begin amortization of acquired in-process research and development costs associated with the Virttu business combination upon commercialization of products. The acquired in-process research and development is reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable. The Company recorded an impairment charge of $1.8 million associated with Virttu IPR&D for the quarter ended December 31, 2018. Estimated future amortization expense related to intangible assets at December 31, 2019 is as follows (in thousands): Years Ending December 31, Amount 2020 $ 3,966 2021 5,020 2022 5,020 2023 5,015 2024 4,924 Thereafter 39,363 Total $ 63,308

Significant Agreements and Cont

Significant Agreements and Contracts	12 Months Ended
	Dec. 31, 2019
Significant Agreements And Contracts [Abstract]
Significant Agreements and Contracts	Significant Agreements and ContractsIn August 2015, the Company entered into an exclusive licensing agreement to develop and commercialize multiple prespecified biosimilar and biobetter antibodies from Mabtech Limited. Under the terms of the agreement, the Company will develop and market four mAbs for the North American, European and Japanese markets. The Company made an initial license payment of $10.0 million and in February 2016, paid an additional $10.0 million license payment, both of which were recognized as acquired in-process research and development expense in the consolidated statements of operations as the Company determined there was no alternative future use for the license. In June 2016, the Company agreed to accelerate and pay a $30.0 million milestone license payment which has been recognized as acquired in-process research and development expense in the consolidated statements of operations, in exchange for the purchase by Mabtech Limited in June 2016, of $10.0 million of common stock and warrants. In December 2017, the Company agreed to accelerate and, as a result, paid a $25.0 million milestone license payment, which has been recognized as acquired in-process research and development expense in the consolidated statements of operations. The amended agreement includes additional milestone payments totaling $125.0 million payable following the completion of the technology transfer from Mabtech Limited and for payables to extend the license agreement. The Company is not obligated to extend the license agreement. Accordingly, the additional future milestone payments have not yet been accrued as of December 31, 2019. In April 2015, the Company and NantCell entered into a license agreement. Under the terms of the agreement the Company granted an exclusive license to NantCell covering patent rights, know-how, and materials related to certain antibodies, ADCs and two CAR-TNK products. NantCell agreed to pay a royalty not to exceed five percent (5%) to the Company on any net sales of products (as defined) from the assets licensed by the Company to NantCell. In addition to the future royalties payable under this agreement, NantCell paid an upfront payment of $10.0 million to the Company and issued 10 million shares of NantCell common stock to the Company valued at $100.0 million based on a recent equity sale of NantCell common stock to a third party. As of December 31, 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. In November 2019, the Company entered into short-term working capital funding arrangements (the “Arrangements”) in which the Company received proceeds of approximately $8.0 million, for a fee of 5% per annum. As these Arrangements are short-term in nature, the Company recorded an $8.0 million offset within the current portion of debt. Additionally, the Company provided security deposits in an aggregate amount of approximately $8.5 million (RMB 60.0 million), which is included in prepaid expenses and other current assets in the consolidated balance sheets and is presented as a cash outflow within other acquisitions and investments under investing activities in the consolidated statements of cash flows as of December 31, 2019.

Debt

Debt	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Debt	Debt Loan and Security Agreement with Hercules Capital, Inc. In November 2016, the Company entered into a Loan and Security Agreement (the “Hercules Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), as a lender and agent for several banks and other financial institutions or entities from time to time party to the Hercules Loan Agreement for a term loan of up to $75.0 million, which would have matured on December 1, 2020. The proceeds of the Term Loan were used for general corporate purposes and coincided with the repayment of the outstanding debt financing arrangement with Oxford Finance LLC and Silicon Valley Bank. In December 2017, the Company paid off all remaining obligations owing under, and terminated, the Hercules Loan Agreement. The secured interests under the Hercules Loan Agreement were terminated in connection with the Company’s discharge of indebtedness thereunder. In connection with the extinguishment of the Hercules Loan Agreement in 2017, the Company recorded a loss on debt extinguishment of $4.3 million on the extinguishment of debt was recorded representing the difference between the reacquisition price of debt and the net carrying amount of the loan as of December 21, 2017. 2017 Securities Purchase Agreement in Private Placement In December 2017, the Company entered into a Securities Purchase Agreement with certain accredited investors (collectively, the “December 2017 Purchasers”). Pursuant to the December 2017 Securities Purchase Agreement the Company issued and sold to the December 2017 Purchasers, in a private placement transaction, (1) convertible promissory notes of $50,000,000 (the “December 2017 Notes”), which accrued simple interest at a rate equal to 5.0% per annum and mature upon the earlier to occur of (a) December 21, 2022, and (b) the date of the closing of a change in control, and (2) warrants (the “December 2017 Warrants”) to purchase an aggregate of 12,121,210 shares of its common stock. Each December 2017 Warrant has an exercise price of $2.61 per share, became exercisable in June 2018 and has a term of five and a half years. In May 2018, the December 2017 Purchasers converted in full the outstanding principal and accrued interest under the December 2017 Notes into 22,038,565 shares of the Company’s common stock and the Company paid to the December 2017 Purchasers cash in an aggregate amount of $1.0 million in accrued but unpaid interest. The unamortized discount remaining at the date of conversion of $44.3 million was recognized as interest expense. 2018 Securities Purchase Agreement in Private Placement and Amendment to Warrants In March 2018, the Company entered into a Securities Purchase Agreement (the “March 2018 Securities Purchase Agreement”) with certain accredited investors (the “March 2018 Purchasers”). Pursuant 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. In June 2018, pursuant to the March 2018 Securities Purchase Agreement, as amended by the June 2018 Amendment, the Company issued and sold to the March 2018 Purchasers, in the March 2018 Private Placement (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”). At any time and from time to time before the Maturity Date, each March 2018 Purchaser shall have the option to convert any portion of the outstanding principal amount of such March 2018 Purchaser’s Note that is equal to or greater than the lesser of: (1) $4,000,000, and (2) the then-outstanding principal amount of such March 2018 Purchaser’s Note into shares of common stock at a price per share of $7.0125, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. Each Warrant has an exercise price of $3.28 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, became exercisable on December 11, 2018 and has a term of five and a half years from the date of issuance. See Note 1 for discussion of the Company’s policies for accounting for debt with detachable warrants. 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. The Company accounts for the debt at amortized cost and amortizes the debt discount to interest expense using the effective interest method over the expected term of the Notes. The fair value of the Notes was estimated using a lattice model with Level 3 inputs including the historical stock price volatility, risk-free interest rate, and debt yield. In November 2018, the Company amended 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. The Company determined that the amendment 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. Borrowings under the Notes consisted of the following (in thousands): Face value of loan $ 37,849 Unamortized debt discount (14,804) Accretion of debt discount 515 Balance at December 31, 2018 $ 23,560 Interest expense recognized for stated interest on the Notes totaled $1.6 million and $1.0 million for the twelve months ended December 31, 2019 and 2018, respectively. The amount of debt discount and debt issuance costs included in interest expense was approximately $1.9 million and $0.5 million for the twelve months ended December 31, 2019 and 2018, respectively. On November 8, 2019, the Company amended the Notes to provide that (a) the conversion price for the 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 the Notes, 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. Pursuant to the Notes, as amended, the March 2018 Purchasers agreed to convert the full principal amount, plus all accrued but unpaid interest into shares of the Company’s common stock on November 8, 2019. The Company accounted for the conversion of the Notes as an induced conversion of debt and recorded a loss on settlement of debt of $27.8 million. 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 $224,000,000 (the "Scilex Notes") for an aggregate purchase price of $140,000,000 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 "Guarantee"). The net proceeds of the Offering were approximately $89.3 million, after deducting the Offering expenses payable by Scilex Pharma and funding a segregated reserve account ($20.0 million) (the “Reserve Account”) and a segregated collateral account ($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 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 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 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 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. The 2018 Purchase Agreements include the terms and conditions of the offer and sale of the Scilex Notes, representations and warranties of the parties, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The Indenture governing the Scilex Notes contains customary events of default with respect to the Scilex Notes (including a failure to make any payment of principal on the Scilex Notes when due and payable), and, upon certain events of default occurring and continuing, the Trustee by notice to Scilex Pharma, or the holders of at least 25% in principal amount of the outstanding Scilex Notes by notice to Scilex Pharma and the Trustee, may (subject to the provisions of the Indenture) declare 100% of the then-outstanding principal amount of the Scilex Notes to be due and payable. Upon such a declaration of acceleration, such principal will be due and payable immediately. In the case of certain events, including bankruptcy, insolvency or reorganization involving the Company or Scilex Pharma, the Scilex Notes will automatically become due and payable. Pursuant to the Indenture, the Company and Scilex Pharma must also comply with certain covenants with respect to the commercialization of ZTlido, as well as customary additional affirmative covenants, such as furnishing financial statements to the holders of the Scilex Notes, minimum cash requirements and net sales reports; and negative covenants, including limitations on the following: the incurrence of debt; the payment of dividends, the repurchase of shares and under certain conditions making certain other restricted payments; the prepayment, redemption or repurchase of subordinated debt; a merger, amalgamation or consolidation involving Scilex Pharma; engaging in certain transactions with affiliates; and the making of investments other than those permitted by the Indenture. Pursuant to a Collateral Agreement by and among Scilex Pharma, the Trustee and the Collateral Agent (the “Collateral Agreement”), the Scilex Notes will be secured by ZTlido and all of the existing and future property and assets of Scilex Pharma necessary for, or otherwise relevant to, now or in the future, the manufacture and sale of ZTlido, on a worldwide basis (exclusive of Japan), including, but not limited to, the intellectual property related to ZTlido, the marketing or similar regulatory approvals related to ZTlido, any licenses, agreements and other contracts related to ZTlido, and the current assets related to ZTlido such as inventory, accounts receivable and cash and any and all future iterations, improvements or modifications of such product made, developed or licensed (or sub-licensed) by Scilex Pharma or any of its affiliates or licensees (or sub-licensees) (including SP-103). 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 (which is inclusive of the amount in the Collateral Account) as of the end of any calendar month during the term of the Scilex Notes, (2) actual cumulative net sales of ZTlido 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 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. In the event that Scilex Pharma draws on, and the Company pays to Scilex Pharma, $35,000,000 in a single lump-sum amount as a subordinated loan, each holder of the Scilex Notes shall have the right to require the Company to purchase all or any part of such holder’s outstanding Scilex Notes in the principal amount of, and at a purchase price in cash equal to, $25,000,000 multiplied by such holder’s pro rata portion of the then-outstanding Scilex Notes. 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 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. 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 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 any 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 the Marketing Approval Letter 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 modified 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. The Company accounted for the Omnibus Amendment as a debt modification under ASC Topic 470-50 as modified terms were no substantially different than the pre-modified terms. The Company recorded an additional $4.3 million debt discount in connection with the Omnibus Amendment as of October 1, 2019. To estimate the fair value of the Scilex Notes, 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 Scilex Notes consisted of the following (in thousands): December 31, 2019 2018 Face value of loan $ 224,000 $ 224,000 Unamortized debt discount (67,839) (77,624) Unamortized debt issuance costs (4,360) (5,313) Payments (2,334) — Carrying value $ 149,467 $ 141,063 Estimated fair value $ 150,800 $ 122,840 Future minimum payments under the Scilex Notes, based on a percentage of projected net sales of ZTlido are estimated as follows (in thousands): Year Ending December 31, 2020 $ 7,543 2021 13,213 2022 20,133 2023 23,623 2024 24,804 Thereafter 132,350 Total future minimum payments 221,666 Unamortized debt discount (67,839) Unamortized capitalized debt issuance costs (4,360) Total Scilex Notes 149,467 Current portion (7,543) Long-term portion of Scilex Notes $ 141,924 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 and SP-103, if the Marketing Approval Letter 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 December 31, 2019 was 8.12%. The amount of debt discount and debt issuance costs included in interest expense for the fiscal years ended December 31, 2019 and 2018 was approximately $15.0 million and $6.8 million, respectively. The Company identified a number of embedded derivatives that require bifurcation from the Scilex Notes and were separately accounted for in the consolidated financial statements as derivative liabilities. 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 4 ). The Company re-evaluates this assessment each reporting period. 2018 Oaktree Term Loan Agreement In November 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, 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 Initial Loan was funded on November 7, 2018. The net proceeds of the Initial Loan were approximately $91.3 million, after deducting estimated loan costs, commissions, fees and expenses, and will be used for general corporate purposes. 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 and will be exercisable from May 7, 2019 through May 7, 2029. 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 (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 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 modified terms were not substantially different from the terms of the Loan Agreement. The Company incurred approximately $0.8 million in fees directly related to the Amendment, which were expensed as incurred. 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. The Company recorded a loss on derivative liabilities associated with the 2019 Warrants of $4.3 million on the issuance date. The Loan Agreement provided that, in the event of an optional prepayment of all or any portion of the Term Loans prior to November 7, 2021, the Company would be obligated to pay a prepayment fee in an amount equal to the amount of interest that would have been paid on the principal amount of the Term Loans being prepaid for the period from and including the date of such prepayment to, but excluding, November 7, 2021, based on the interest rate in effect on the date of any such prepayment (the “Make-Whole Payment”), plus 3% of the principal amount of the Term Loans being so prepaid. On December 6, 2019, the Company, the Guarantors and the Lenders and the Agent entered into an amendment (“Amendment No. 2”) to the Loan Agreement. Under the terms of Amendment No. 2, the Lenders agreed that, in the event of an optional prepayment of all or any portion of the Term Loans on or prior to March 31, 2020, the prepayment fee will be equal to 3% of the principal amount of the Term Loans being prepaid, and the Company will not be required to pay any Make-Whole Payment. Pursuant to Amendment No. 2, the Company also agreed to certain financial milestones and to fund and maintain, in a blocked liquidity account, an amount equal to (i) $2.5 million, or (ii) $20.0 million upon the achievement by the Company of certain financial milestones; provided, that the amount required to be maintained in the blocked liquidity account will be $10.0 million if the Company makes an optional prepayment of at least $50.0 million in principal amount of the Term Loans on or prior to March 31, 2020. In connection with Amendment No. 2, on December 6, 2019, the Company paid the Lenders fees of approximately $1.4 million, which the Company recorded as a debt discount, and issued to the Lenders warrants to purchase an aggregate of 2,000,000 shares of the Company’s common stock (the “December 2019 Warrants”). The December 2019 Warrants have an exercise price per share of $3.26, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will be exercisable from June 6, 2020 through June 6, 2030 and will be exercisable solely on a cash basis, unless there is not an effective registration statement covering the resale of the shares issuable upon exercise of the Warrants, in which case the December 2019 Warrants shall also be exercisable on a cashless exercise basis. The Company recorded a $6.0 million debt discount representing the fair value of the December 2019 Warrants with a corresponding increase to additional paid-in-capital. The debt discount is being recognized as interest expense over the life of the Term Loans using the effective interest method. 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. Borrowings under the Term Loans consisted of the following (in thousands): December 31, 2019 2018 Face value of loan $ 120,000 $ 100,000 Unamortized debt issuance costs (7,945) (6,543) Unamortized debt discount (34,892) (26,248) Carrying value $ 77,163 $ 67,209 Estimated fair value $ 70,460 $ 64,019 Interest expense recognized for stated interest on the Term Loans totaled $10.7 million and $1.4 million for the years ended December 31, 2019 and 2018, respectively. Debt discount and debt issuance costs, which are presented as a direct reduction of the Loan Agreement in the consolidated balance sheets, are amortized as interest expense using the effective interest method. The amount of debt discount and debt issuance costs included in interest expense on the Term Loans for the years ended December 31, 2019 and 2018 was approximately $5.5 million and $0.5 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 v

Shareholder Equity

Shareholder Equity	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Shareholder Equity	Shareholder's 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 per share. 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. 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. During the quarter ended December 31, 2019, Series B Warrants to purchase an aggregate of 2,028,000 shares of common stock were exercised. 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 used 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. The Warrants will be exercisable immediately from the date of issuance, will expire on the seven During the quarter ended December 31, 2019, warrants to purchase an aggregate amount of 1,100,000 shares of common stock issued pursuant to this offering were exercised. Universal Shelf Registration In November 2014, the Company filed a universal shelf registration statement on Form S-3 (the “2014 Shelf Registration Statement”) with the SEC, which was declared effective by the SEC in December 2014. This 2014 Shelf Registration Statement provided the Company with the ability to offer up to $250 million of securities, including equity and other securities as described in the registration statement. Included in the 2014 shelf registration is a sales agreement prospectus covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $50.0 million of the Company’s common stock that may be issued and sold under a sales agreement with MLV & Co. LLC (the “2014 ATM Facility”). During the twelve months ended December 31, 2017, the Company sold approximately $13.9 million in shares of common stock under the 2014 ATM Facility. In April 2017, the Company completed a public offering of $47.5 million of shares of common stock pursuant to the 2014 Shelf Registration Statement for net proceeds of approximately $43.1 million. In November 2017, the Company filed a universal shelf registration statement on Form S-3 (the “2017 Shelf Registration Statement”) with the SEC, which was declared effective by the SEC in December 2017. The 2014 Shelf Registration Statement expired on December 6, 2017 when the 2017 Shelf Registration was declared effective. This 2017 Shelf Registration Statement provides the Company with the ability to offer up to $350 million of securities, including equity and other securities as described in the registration statement. Included in the 2017 Shelf Registration Statement was a sales agreement prospectus

Stock Incentive Plans

Stock Incentive Plans	12 Months Ended
	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Stock Incentive Plans	Stock Incentive Plans 2019 Stock Incentive Plan 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 2019 Plan provides for the grant of incentive stock options, non-incentive stock options, stock appreciation rights, restricted stock awards, unrestricted stock awards, restricted stock unit awards and performance awards to eligible recipients. Recipients of stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the Stock Plan is ten three The following table summarizes stock option activity as of December 31, 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 Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2018 10,523,075 $ 4.91 $ 1,723 Options Granted 5,520,600 3.40 Options Canceled (1,188,850) 1.85 Options Exercised (268,164) 5.42 Outstanding at December 31, 2019 14,586,661 $ 4.36 $ 5,136 The aggregate intrinsic value of options exercised during the years ended December 31, 2019, 2018 and 2017 was $0.5 million, $0.1 million and zero, respectively. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. The fair value of employee stock options was estimated at the grant date using the following assumptions: Years Ended December 31, 2019 2018 2017 Weighted-average grant date fair value $ 3.40 $ 3.65 $ 1.28 Dividend yield — — — Volatility 96 % 81 % 81 % Risk-free interest rate 2.02 % 2.87 % 1.92 % Expected life of options 6.0 years 6.1 years 6.1 years The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected volatility is based on the historical volatility of the Company's stock. The risk-free interest rate is based on the U.S Treasury yield curve over the expected term of the option. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. Total stock-based compensation recorded as operating expenses was $8.3 million, $6.2 million and $4.7 million for the years ended December 31, 2019, 2018 and 2017, respectively. The total unrecognized compensation cost related to unvested employee and director stock option grants as of December 31, 2019 was $21.8 million and the weighted average period over which these grants are expected to vest is 1.6 years. As of December 31, 2019, approximately 89.2 million shares of common stock were reserved for future issuance, comprised of 57.6 million shares for common stock warrants, 21.8 million shares under stock incentive plans and 9.8 million shares under the Semnur Share Exchange. As of December 31, 2019, approximately 7.1 million shares of common stock remained available for grant under the 2019 Plan. 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. Total stock-based compensation recorded as operating expenses was $4.3 million, $0.3 million and $0.3 million for the years ended December 31, 2019, 2018 and 2017 respectively. 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 December 31, 2019, options to purchase 24,511,073 shares of the common stock of Scilex Holding were outstanding, which is c omprised of options to purchase 20,638,260 shares of common stock that were outstanding under the 2019 Stock Option Plan and options to purchase 3,872,813 shares of common stock that were outstanding pursuant to options previously granted under the Scilex Pharma 2017 Plan . As of December 31, 2019, 9,361,740 shares were reserved for awards available for future issuance under the 2019 Stock Option Plan. The total unrecognized compensation cost related to unvested employee and director stock option grants as of December 31, 2019 was $15.3 million and the weighted average period over which these grants are expected to vest is 3.17 years.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 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, filed 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 December 31, 2019, the Company’s leases have remaining lease terms of approximately 0.4 to 9.9 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. As of December 31, 2019, the Company has no finance leases. Operating lease costs were approximately $10.0 million, $6.1 million and $3.2 million for the twelve months ended December 31, 2019, 2018 and 2017, 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): Year ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,935 ROU assets obtained in exchange for new and amended operating lease liabilities $ 6,777 Weighted average remaining lease term in years - operating leases 9.4 years Weighted average discount rate - operating leases 12.2 % Maturities of lease liabilities are as follows (in thousands): Years ending December 31, Operating leases 2020 $ 9,807 2021 9,501 2022 9,545 2023 9,768 2024 9,885 Thereafter 47,027 Total lease payments 95,533 Less imputed interest (40,100) Total lease liabilities as of December 31, 2019 $ 55,433

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Total income before income taxes summarized by region for the years ended December 31, 2019, 2018 and 2017 is as follows (in thousands): 2019 2018 2017 United States $ (362,776) $ (216,098) $ (24,301) Foreign (709) (2,702) (628) Total $ (363,485) $ (218,800) $ (24,929) The components of the provision expense (benefit) were as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Current: Federal $ (68) $ (178) $ (366) State 27 23 14 Foreign (37) (44) 30 (78) (199) (322) Deferred: Federal (642) (3,499) (33,178) State 247 (2,421) (2,538) Foreign — (155) — (395) (6,075) (35,716) Totals $ (473) $ (6,274) $ (36,038) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company’s net deferred tax liabilities and related valuation allowance are as follows as of December 31, 2019 and 2018 (in thousands): 2019 2018 Deferred tax assets: Amortization of intangibles $ 26,843 $ 27,075 Deferred revenue 26,064 25,448 Derivative liability 4,150 — Tax credit carryforwards 17,575 13,720 Net operating loss carryforwards 91,376 43,542 Stock based compensation 3,593 1,786 Accrued expenses and other 25,958 14,037 Operating lease liabilities 12,935 — Total deferred tax assets 208,494 125,608 Less valuation allowance (148,140) (74,970) Total deferred tax assets 60,354 50,638 Deferred tax liabilities: Amortization of intangibles (11,475) (12,739) Depreciation (450) (543) Investment in common stock (46,584) (46,772) Operating lease right-of-use assets (10,888) — Total deferred tax liabilities (69,397) (60,054) Net deferred tax assets / liabilities $ (9,043) $ (9,416) The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Income tax expense (benefit) at federal statutory rate $ (76,332) $ (46,011) $ (8,725) State, net of federal tax benefit (8,904) (3,075) (834) Other permanent differences (1,937) 2,814 1,290 Debt discount and interest limitation 7,013 11,357 — Incentive stock compensation 1,568 1,001 1,025 Transaction costs 121 102 408 Other (1,714) 123 715 Return to provision adjustment 19 (8) (42) Acquired in-process research and development 18,690 677 71 Change in Federal rate — — 10,006 Change in State rate (94) (453) 810 Research tax credits (3,813) (4,664) (4,051) Uncertain tax positions 795 879 1,027 Prior year true-ups and carrybacks (187) (889) (1,095) Stock compensation true-up (804) 308 1,788 Change in valuation allowance 65,106 31,565 (38,431) Income tax provision $ (473) $ (6,274) $ (36,038) The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that the deferred tax assets will not be realized. Due to such uncertainties surrounding the realization of the domestic deferred tax assets, the Company maintains a valuation allowance of $148.1 million against its deferred tax assets as of December 31, 2019. Realization of the deferred tax assets will be primarily dependent upon the Company's ability to generate sufficient taxable income prior to the expiration of its net operating losses. As of December 31, 2019, the Company had net operating loss carryforwards of approximately $368.2 million and $167.7 million for federal and state income tax purposes, respectively. These may be used to offset future taxable income and will begin to expire in varying amounts in 2029 to 2039, except for $287.0 million of the federal net operating loss that have an indefinite carryforward period. The Company also has research and development and orphan drug credits of approximately $15.6 million and $7.9 million for federal and state income taxes purposes, respectively. The federal credits may be used to offset future tax and will begin to expire in varying amounts in 2029 to 2039. The state credits may be used to offset future tax, such credits carryforward indefinitely. Internal Revenue Code Section 382 rules apply to limit a corporation's ability to utilize existing net operating loss and tax credit carryforwards once the corporation experiences an ownership change as defined in Section 382. The Company has undergone an ownership change in a prior year. For the year ended December 31, 2019, there was no impact of such limitations on the Company’s income tax provision. The Company is subject to taxation in the U.S., various state tax jurisdictions and various foreign tax jurisdictions. The Company's tax years starting in December 31, 2007 through December 31, 2019 are open and subject to examination by the U.S. and state taxing authorities due to the carryforward of net operating losses and research and development credits. During 2018 the Company was notified by the Franchise Tax Board that its California income tax return for the 2015 and 2016 calendar year was selected for examination. The Company continues to respond to information requested. The Company adopted the provisions of ASC Topic 740 regarding uncertain tax positions on January 1, 2009. Under ASC Topic 740, the impact of an uncertain income tax position taken on a tax return must be recognized at the largest amount that is cumulatively “more likely than not” to be sustained upon audit by relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. A reconciliation of the beginning and ending amount of unrecognized tax expense (benefits) is as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Beginning balance $ 4,352 $ 3,883 $ 2,389 Increase related to current year tax positions 734 916 1,436 Increase related to prior year tax positions 257 150 58 Decrease related to prior year tax positions (7) (597) — Ending balance $ 5,336 $ 4,352 $ 3,883 The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. No interest and penalties have been recognized as of and for the periods ended December 31, 2019, 2018 or 2017. The Company believes that no material amount of the liabilities for uncertain tax positions will expire within 12 months of December 31, 2019.

Related Party Agreements and Ot

Related Party Agreements and Other	12 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
Related Party Agreements and Other	Related Party Agreements and Other As further discussed in Note 3 , 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 3 , 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

Segment Information

Segment Information	12 Months Ended
	Dec. 31, 2019
Segment Reporting [Abstract]
Segment Information	Segment Information As of January 1, 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, product 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 chimeric antigen receptor T-cell therapy (“CAR-T”), dimeric antigen receptor T-cell therapy (“DAR-T”), antibody drug conjugates (“ADCs”) as well as bispecific antibody approaches. Additionally, this segment also includes Sofusa ® , a revolutionary drug delivery technology 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. Commencing September 30, 2019, revenues from the Scilex segment are exclusively derived from the sale of ZTlido. • In October 2018, Scilex Pharma commercially launched its ZTlido product and began recognizing revenue in the fourth quarter of 2018. • Semnur’s SEMDEXA TM (SP-102) compound could become the first FDA-approved epidural steroid product for the treatment of sciatica. SEMDEXA TM has been awarded fast track status by the FDA. See Note 3 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. With the exception of unrestricted cash balances, the Company’s CODM does not regularly review 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 twelve months ended December 31, 2019, 2018 and 2017 (in thousands): Twelve Months Ended December 31, 2019 2018 2017 (in thousands) Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total External revenues $ 10,399 $ 21,033 $ 31,432 $ 18,587 $ 2,606 $ 21,193 $ 151,856 $ — $ 151,856 Operating expenses 130,529 160,296 290,825 137,166 34,452 171,618 114,879 11,642 126,521 Operating (loss) income (120,130) (139,263) (259,393) (118,579) (31,846) (150,425) 36,977 (11,642) 25,335 Unrestricted cash 12,176 10,345 22,521 86,024 72,714 158,738 20,119 310 20,429

Quarterly Financial Data (Unaud

Quarterly Financial Data (Unaudited)	12 Months Ended
	Dec. 31, 2019
Quarterly Financial Information Disclosure [Abstract]
Quarterly Financial Data (Unaudited)	Quarterly Financial Data (Unaudited) The following table sets forth selected quarterly data for the years presented, in thousands, except per share data. Quarter Ended Quarter Ended Quarter Ended Quarter Ended Year Ended 2019 December 31, September 30, June 30, March 31, December 31, Revenues $ 13,034 $ 5,778 $ 6,477 $ 6,143 $ 31,432 Operating costs and expenses $ 45,613 $ 59,061 $ 56,838 $ 129,313 $ 290,825 Net loss attributable to Sorrento $ (62,820) $ (64,415) $ (56,762) $ (108,071) $ (292,068) Net loss per share - basic $ (0.41) $ (0.49) $ (0.46) $ (0.88) $ (2.20) Net loss per share - diluted $ (0.41) $ (0.50) $ (0.47) $ (0.88) $ (2.35) Weighted-average shares - basic 154,964 130,800 122,549 122,281 132,732 Weighted-average shares - diluted 154,964 140,445 132,459 122,281 140,514 Quarter Ended Quarter Ended Quarter Ended Quarter Ended Year Ended 2018 December 31, September 30, June 30, March 31, December 31, Revenues $ 6,929 $ 4,105 $ 3,913 $ 6,246 $ 21,193 Operating costs and expenses $ 48,530 $ 52,012 $ 32,284 $ 38,792 $ 171,618 Net income (loss) attributable to Sorrento $ (49,774) $ (47,328) $ (73,864) $ (32,574) $ (203,540) Net income (loss) per share - basic $ (0.41) $ (0.40) $ (0.73) $ (0.38) $ (1.92) Net income (loss) per share - diluted $ (0.41) $ (0.40) $ (0.73) $ (0.38) $ (1.92) Weighted-average shares - basic 121,552 117,021 100,563 84,941 106,150 Weighted-average shares - diluted 121,552 117,021 100,563 84,941 106,150

Earnings Per Share

Earnings Per Share	12 Months Ended
	Dec. 31, 2019
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share For the years ended December 31, 2019, 2018, and 2017, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock is calculated to give effect to all dilutive securities, using the treasury stock method and the if-converted method for potentially dilutive shares of common stock issuable upon the Share Exchange, which is described in Note 3 . The following table sets forth the reconciliation of basic and diluted earnings per share for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per share): Years Ended December 31, 2019 2018 2017 Numerator Net (loss) income attributable to Sorrento $ (292,068) $ (203,540) $ 9,132 Net loss attributable to Semnur holders of Scilex Holding (38,669) — — Interest expense on note conversions, net of tax — — (71) Net (loss) income used for diluted earnings per share (330,737) (203,540) 9,061 Denominator for basic (loss) earnings per share 132,732 106,150 69,742 Potentially dilutive shares of Sorrento common stock issuable upon Share Exchange 7,782 — — Effect of dilutive stock options and convertible notes — — 639 Denominator for diluted (loss) earnings per share 140,514 106,150 70,381 Basic (loss) earnings per share $ (2.20) $ (1.92) $ 0.13 Diluted (loss) earnings per share $ (2.35) $ (1.92) $ 0.13 During 2019, 2018 and 2017, the Company had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. These outstanding securities consist of the following (in thousands): Years Ended December 31, 2019 2018 2017 Outstanding options 14,587 10,523 6,321 Outstanding warrants 57,556 25,635 4,709

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Suspension of Distribution Agreement On February 10, 2020, the Company voluntarily suspended its continuous offering and sale of shares of its common stock pursuant to the Distribution Agreement. As of February 10, 2020, the Company had sold an aggregate of 2,120,149 shares of its common stock pursuant to the Distribution Agreement for aggregate net proceeds to the Company of approximately $7.4 million. A total of 2,090,802 shares for aggregate net proceeds to the Company of approximately $7.3 million were sold pursuant to the Distribution Agreement between January 1, 2020 to February 10, 2020. Warrant Exercises From January 1, 2020 through the date hereof, the following warrants to purchase shares of the Company’s common stock were exercised: (i) Series B Warrants to purchase an aggregate of 3,440,000 shares of common stock, (ii) Series A Warrants to purchase an aggregate of 28,000 shares of common stock, (iii) Series C Warrants to purchase an aggregate of 23,000 shares of common stock, and (iv) warrants to purchase an aggregate of 1,517,609 shares of common stock that were issued in the Company’s registered direct offering completed in October 2019. The aggregate net proceeds received by the Company for the exercise of all of the foregoing warrants was approximately $13.5 million. Aspire Transaction On February 10, 2020, the Company entered into a Common Stock Purchase Agreement (the “Aspire Purchase Agreement”) with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), pursuant to which Aspire Capital is committed to purchase up to an aggregate of $75.0 million of shares of the Company’s common stock over the 24-month term of the Aspire Purchase Agreement on the terms set forth therein (the “Offering”). Upon execution of the Aspire Purchase Agreement, the Company issued and sold to Aspire Capital under the Aspire Purchase Agreement 2,991,027 shares of the Company’s common stock at a price per share of $2.5075, for an aggregate purchase price of $7,500,000 (the “Initial Shares”). Pursuant to the terms of the Aspire Purchase Agreement, on any business day selected by the Company, the Company has the right, but not the obligation, to direct Aspire Capital, by delivering to Aspire Capital a notice (each, a “Purchase Notice”), to purchase on such date (each, a “Purchase Date”) the number of shares of the Company’s common stock set forth in the Purchase Notice, in an amount of up to 500,000 shares of the Company’s common stock (subject to adjustment for recapitalizations, stock splits and similar matters), for up to $2,000,000 of the Company’s common stock in the aggregate (unless otherwise mutually agreed by the Company and Aspire Capital), at a price per share (the “Purchase Price”) equal to the lesser of (1) the lowest sale price of the Company’s common stock on the Purchase Date, and (2) the arithmetic average of the three lowest closing sale prices for the Company’s common stock during the ten consecutive business days ending on the business day immediately preceding the Purchase Date. The Company and Aspire Capital also may mutually agree to increase the number of shares that may be sold to as much as an additional 4,000,000 shares per business day. In addition, on any business day on which the Company delivers a Purchase Notice directing Aspire Capital to purchase at least 500,000 shares of the Company’s common stock (subject to any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar transaction), the Company has the right, but not the obligation, to direct Aspire Capital, by delivering to Aspire Capital a volume-weighted average purchase notice (each, a “VWAP Purchase Notice”), to purchase on the next business day (each, a “VWAP Purchase Date”) the number of shares of the Company’s common stock that is equal to the percentage set forth in the VWAP Purchase Notice (which may not exceed 30%) of the trading volume of the Company’s common stock on the Nasdaq Capital Market on such VWAP Purchase Date, subject to a maximum number of shares of the Company’s common stock as determined by the Company in its sole discretion. The price per share (the “VWAP Purchase Price”) for any shares of the Company’s common stock purchased under a VWAP Purchase Notice will be equal to the lesser of: (a) the closing sale price of the Company’s common stock on the VWAP Purchase Date, and (b) 97% of the volume-weighted average price of the Company’s common stock on the Nasdaq Capital Market on the VWAP Purchase Date, subject to certain exceptions. The Aspire Purchase Agreement provides that the Company and Aspire Capital will not effect any sales under the Aspire Purchase Agreement on any Purchase Date on which the closing sale price of the Company’s common stock is less than $1.00. Concurrently with the execution of the Aspire Purchase Agreement, and as consideration for Aspire Capital entering into the Aspire Purchase Agreement, the Company issued to Aspire Capital 897,308 shares of the Company’s common stock as a commitment fee (the “Commitment Shares”). The Aspire Purchase Agreement may be terminated by the Company at any time, for any reason or no reason, without any liability to the Company. Generally, Aspire Capital may terminate the Aspire Purchase Agreement at any time that an event of default exists. Pursuant to the Aspire Purchase Agreement, Aspire Capital agreed that neither it nor any of its agents, representatives or affiliates will engage in any direct or indirect short-selling or hedging of the Company’s common stock during the term of the Aspire Purchase Agreement. The Company expects to use any proceeds it receives under the Aspire Purchase Agreement for working capital and general corporate purposes. From February 10, 2020 to February 28, 2020, the Company issued and sold an aggregate of 11,568,319 shares of the Company’s common stock to Aspire Capital under the Aspire Purchase Agreement for aggregate net proceeds to the Company of $28.5 million.

Schedule II - Valuation and Qua

Schedule II - Valuation and Qualifying Accounts	12 Months Ended
	Dec. 31, 2019
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]
Schedule II - Valuation and Qualifying Accounts	SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at Beginning of Period Reserves Acquired Additions Deductions Balance at End of Period Fiscal Year 2019: Income tax valuation allowance 74,970 — 73,170 — 148,140 Total $ 74,970 $ — $ 73,170 $ — $ 148,140 Fiscal Year 2018: Income tax valuation allowance 43,405 — 31,565 — 74,970 Total $ 43,405 $ — $ 31,565 $ — $ 74,970 Fiscal Year 2017: Income tax valuation allowance 81,039 797 — (38,431) 43,405 Total $ 81,039 $ 797 $ — $ (38,431) $ 43,405

Organization and Significant _2

Organization and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation 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. The Company has reclassified historically presented revenue and cost of revenue to conform to the current period presentation. Further, the Company re-segmented its business into two new operating segments effective January 1, 2019. The reclassification had no impact on previously reported results of operations or financial position. (See Note 15 ).
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates.
Cash and Cash Equivalents, Restricted Cash	Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. Restricted Cash Restricted cash in the Company's consolidated balance sheet as of December 31, 2019, included approximately $45.0 million of restricted cash related to the Scilex Notes in the form of both the Reserve Account and the Collateral Account (See Note 9
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 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.
Accounts Receivable, Net	Accounts Receivable, NetAccounts receivable are presented net of allowances for doubtful accounts and consist of trade receivables from sales and services provided to certain customers, which are generally unsecured. Estimated credit losses related to trade accounts receivable are recorded as general and administrative expenses and as an allowance for doubtful accounts and accounts receivable, net. The Company reviews reserves and makes adjustments based on historical experience and known collectability issues and disputes. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. The allowance for doubtful accounts is not material.
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 expiration dates for inventory on hand. As of December 31, 2019, the Company's inventory is primarily comprised of finished goods.
Property and Equipment	Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three five
Acquisitions and Acquired In-Process Research and Development Expense	Acquisitions The Company has engaged in business combination activity. The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with each acquisition, as goodwill presents the excess of the purchase price of an acquired business over the fair value of its net tangible and identifiable intangible assets. 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 achieved 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 sheet. The Company commenced amortization of acquired in-process research and development related to the business combination of Scilex Pharmaceuticals Inc. (“Scilex Pharma”) upon commercialization of ZTlido 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 3 for further discussion of acquired in-process research and development expense related to the Semnur and Sofusa acquisitions).
Goodwill and Other Long-Lived Assets	Goodwill and Other Long-Lived Assets Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Goodwill is reviewed at the segment level for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company proceeds to perform the two-step test for goodwill impairment. The first step involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to determine the amount of loss, which involves comparing the implied fair value of the goodwill to the carrying value of the goodwill. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. The Company performed its annual assessment for goodwill impairment in the fourth quarter of 2019, noting no indication of impairment. There have not been any triggering events indicating the potential for impairment through December 31, 2019. The Company evaluates its long-lived and intangible assets with definite lives, such as property and equipment, acquired technology, customer relationships, patent and license rights, for impairment by considering the expected use of the assets and the effects of obsolescence, demand, anticipated technological advances, market influences and other economic factors. The factors that drive the estimate of useful life are often uncertain and are reviewed on a periodic basis or when events occur that warrant review. Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate. No impairment charge was recorded during the year ended December 31, 2019.
Debt, Including Debt With Detachable Warrants	Debt, Including Debt With Detachable Warrants Debt with detachable warrants are evaluated for the classification of warrants as either equity instruments, derivative liabilities, or liabilities depending on the specific terms of the warrant agreement. In circumstances in which debt is issued with equity-classified warrants, the proceeds from the issuance of convertible debt are first allocated to the debt and the warrants at their relative estimated fair values. The portion of the proceeds so allocated to the warrants are accounted for as paid-in capital and a debt discount. The remaining proceeds, as further reduced by discounts created by the bifurcation of embedded derivatives and beneficial conversion features, are allocated to the debt. The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from the allocation of proceeds, to interest expense using the effective interest method over the expected term of the debt instrument. The Company considers whether there are any embedded features in debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging . If the amount allocated to the convertible debt results in an effective per share conversion price less than the fair value of the Company’s common stock on the commitment date, the intrinsic value of this beneficial conversion feature is recorded as a discount to the convertible debt with a corresponding increase to additional paid in capital. The beneficial conversion feature discount is equal to the difference between the effective conversion price and the fair value of the Company’s common stock at the commitment date, unless limited by the remaining proceeds allocated to the debt. The Company may enter financing arrangements, the terms of which involve significant assumptions and estimates, including future net product sales, in determining interest expense, amortization period of the debt discount, as well as the classification between current and long-term portions. In estimating future net product sales, the Company assesses prevailing market conditions using various external market data against the Company’s anticipated sales and planned commercial activities. Consequently, the Company imputes interest on the carrying value of the debt and records interest expense using an imputed effective interest rate. The Company reassesses the expected payments each reporting period and accounts for any changes through an adjustment to the effective interest rate on a prospective basis, with a corresponding impact to the classification of the Company’s current and long-term portions.
Derivative Liabilities	Derivative LiabilitiesDerivative liabilities are recorded on the Company`s consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are settled or expire, with changes in the fair value between reporting periods recorded as other income or expense.
Investments in Other Entities	Investments in Other Entities The Company holds a portfolio of investments in equity securities that are accounted for under either the equity method or cost method. Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in loss on equity method investments.
Research and Development Costs	Research and Development Costs The Company expenses the cost of research and development as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and preclinical materials as well as other contracted services, license fees and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with FASB ASC Topic 730, Research and Development .
Income Taxes	Income Taxes The provisions of the FASB ASC Topic 740 “Income Taxes,” addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740-10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has uncertain tax positions. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. As of
Leases	Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company`s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and is reduced by lease incentives. 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. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Revenue Recognition	Revenue Recognition The Company’s revenues are generated from license revenues, product revenues, the sale of customized reagents and other material and contract manufacturing and other services. The Company does not have significant costs associated with costs to obtain contracts with its customers. License Revenues License fees for the licensing of product rights are recorded as deferred revenue upon receipt of cash and recognized as revenue on a straight-line basis over the license period, with the exception of license agreements with no remaining performance obligations or undelivered obligations. The Company applies judgment in determining the timing of revenue recognition related to contracts that include multiple performance obligations. The total transaction price of the contract is allocated to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. For goods or services for which observable standalone selling prices are not available, the Company develops an estimated standalone selling price of each performance obligation. As of December 31, 2019, the future performance obligations for license revenues relate to the ImmuneOncia Therapeutics, LLC (“ImmuneOncia”) and NantCell, Inc. (“NantCell”) license agreements. 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 December 31, 2019, was approximately $8.0 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 December 31, 2019 and December 31, 2018, the NantCell license agreement, effective April 21, 2015, represented $110.0 million of contract liabilities reflected in long-term deferred revenue. See Note 8 for additional information regarding the remaining performance obligation for the agreement. Product and Service Revenues Product and service revenues are comprised of Scilex product sales of ZTlido, contract manufacturing associated with sales of customized reagents at Concortis Biosystems Corp. (“Concortis”), materials and supply agreements and contract manufacturing services at BioServ Corporation. 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 ASC Topic 606-10-50-14 to the revenue contracts for Concortis sales and services and materials and supply agreements due to the short-term length of such contracts. The following table shows revenue disaggregated by product and services type for the years ended December 31, 2019, 2018 and 2017 (in thousands): Years Ended December 31, 2019 2018 2017 Scilex Pharma product sales $ 21,033 $ 2,606 $ — Other product sales 941 3,267 553 Net product revenue $ 21,974 $ 5,873 $ 553 Concortis Biosystems Corporation 6,520 5,159 4,049 Bioserv Corporation 2,450 5,992 5,000 Joint development agreement — 3,333 1,667 Royalties, licenses and other revenues 488 836 140,587 Service revenue $ 9,458 $ 15,320 $ 151,303 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 material sales returns. Scilex Pharma The Company’s revenue is generated from product sales within the United States. Substantially all of the Company’s revenue and accounts receivable result from a sole customer. Revenues from product sales is fully comprised of sales of ZTlido. The Company's performance obligation with respect to sales of ZTlido 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 December 31, 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 is 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. Other Product Sales Revenues from the sale of materials associated with the Company's research and development arrangements are recognized at a point in time upon the transfer of control, which is generally upon shipment. Concortis Biosystems Corporation ( “ Concortis ” ) Contract manufacturing associated with sales of customized reagents for Concortis operations relate to providing synthetic expertise to customers’ synthesis by delivering proprietary cytotoxins, linkers and linker-toxins and ADC service using industry standard toxin and antibodies provided by customers which 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, 2019 and 2018, the estimated revenue expected to be recognized for future performance obligations associated with contract manufacturing services was approximately $2.2 million and $1.6 million, respectively. Joint Development Agreement In September 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
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718 “ Compensation – Stock Compensation,
Comprehensive (Loss) Income	Comprehensive (Loss) Income Comprehensive (loss) income is primarily comprised of net income (loss) and foreign currency translation adjustments. The Company displays comprehensive (loss) income and its components in its consolidated statements of comprehensive (loss) income.
Net Income (Loss) per Share	Net Income (Loss) per ShareBasic net income (loss) per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or the exercise of outstanding warrants. The treasury stock method and the if-converted method are used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU ” ) No. 2016-02, Leases . ASU No. 2016-02 is aimed at making leasing activities more transparent and comparable, and required substantially all leases to be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases historically accounted for as operating leases. ASU No. 2016-2 was effective for financial statements issued for fiscal years beginning after December 15, 2018. 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 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 the current portion of operating lease liabilities and non-current operating lease liabilities, respectively, as of January 1, 2019. Deferred rent, historically 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 timely 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. While the Company is currently evaluating the impact the standard will have on it, the Company does not expect the adoption of ASU No. 2016-13 to have a material impact and on the Company’s consolidated financial position, results of operations or cash flows. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , to include share-based payment transactions for acquiring goods and services from nonemployees. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, to improve the effectiveness of the disclosure requirements for fair value measurements. The ASU is effective for fiscal years and interim periods beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty will be applied prospectively as of the beginning of the fiscal year of adoption with all other amendments being applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. The Company is evaluating the impact the standard will have on its consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606. The amendments in this update provide guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the revenue recognition standard. The amendments in this update are effective for interim and annual periods for the Company beginning on January 1, 2020, with early adoption permitted. The Company is evaluating the impact the standard will have on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes Topic 740): Simplifying the Accounting for Income Taxes.
Liquidity and Going Concern	Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has negative working capital and 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 fundraising to fulfill its operating and capital requirements for the next 12 months. The Company’s plans include continuing to fund its operating losses and capital funding needs through public or private equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or other arrangements. Although management believes such plans, if executed, 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. 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. 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. As disclosed in Note 18 , on February 10, 2020, the Company voluntarily suspended its continuous offering and sale of shares of its common stock pursuant to the Distribution Agreement. On February 10, 2020, the Company entered into the Aspire Purchase Agreement, as described in Note 18 . If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business.

Organization and Significant _3

Organization and Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Disaggregation of Revenue	The following table shows revenue disaggregated by product and services type for the years ended December 31, 2019, 2018 and 2017 (in thousands): Years Ended December 31, 2019 2018 2017 Scilex Pharma product sales $ 21,033 $ 2,606 $ — Other product sales 941 3,267 553 Net product revenue $ 21,974 $ 5,873 $ 553 Concortis Biosystems Corporation 6,520 5,159 4,049 Bioserv Corporation 2,450 5,992 5,000 Joint development agreement — 3,333 1,667 Royalties, licenses and other revenues 488 836 140,587 Service revenue $ 9,458 $ 15,320 $ 151,303

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at December 31, 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 $ 22,521 $ 22,521 $ — $ — Restricted cash 58,248 58,248 — — Total assets $ 80,769 $ 80,769 $ — $ — Liabilities: Derivative liabilities $ 8,800 $ — $ — $ 8,800 Derivative liabilities - Non-current 35,000 — — 35,000 Acquisition consideration payable 908 — — 908 Acquisition consideration payable, non-current 39 — — 39 Total liabilities $ 44,747 $ — $ — $ 44,747 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 — — Total assets $ 213,330 $ 213,330 $ — $ — Liabilities: Acquisition consideration payable $ 11,312 $ — $ — $ 11,312 Acquisition consideration payable, non-current 725 — — 725 Total liabilities $ 12,037 $ — $ — $ 12,037
Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)	The contingent consideration is measured at fair value using significant unobservable inputs (Level 3). The following tables includes a summary of the changes to contingent consideration liabilities during the years ended December 31, 2019, 2018 and 2017: (in thousands) 2019 Beginning Balance at December 31, 2018 $ 12,037 Re-measurement of Fair Value (736) Settlements of contingent consideration (10,354) Ending Balance at December 31, 2019 $ 947 (in thousands) 2018 Beginning Balance at December 31, 2017 $ 54,272 Re-measurement of Fair Value 9,644 Settlements of contingent consideration (51,879) Ending Balance at December 31, 2018 $ 12,037 (in thousands) 2017 Beginning Balance at December 31, 2016 $ 48,362 Scilex acquisition adjustment (6,500) Acquisition consideration payable - current year acquisitions 12,807 Contingent consideration (Non-current) - current year acquisitions 983 Payment of shares for contingent consideration (1,380) Ending Balance at December 31, 2017 $ 54,272 The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the year ended December 31, 2019: (in thousands) Fair Value Beginning Balance at December 31, 2018 $ — Additions 6,996 Re-measurement of Fair Value 36,804 Ending Balance at December 31, 2019 $ 43,800

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Summary of Property and Equipment	Property and equipment consisted of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Furniture and fixtures $ 1,315 $ 1,127 Office equipment 700 632 Machinery and lab equipment 33,192 27,690 Leasehold improvements 13,161 9,001 Construction in progress 3,855 1,221 52,223 39,671 Less accumulated depreciation (22,335) (15,287) $ 29,888 $ 24,384

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 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 December 31, 2019 and 2018 is as follows (in thousands): December 31, 2019 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships 6 $ 1,585 $ 1,401 $ 184 Acquired technology 19 3,410 1,060 2,350 Acquired in-process research and development 15 36,300 1,828 34,472 Patent rights 15 32,720 6,922 25,798 Assembled workforce 5 605 101 504 Total intangible assets $ 74,620 $ 11,312 $ 63,308 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 December 31, 2019 is as follows (in thousands): Years Ending December 31, Amount 2020 $ 3,966 2021 5,020 2022 5,020 2023 5,015 2024 4,924 Thereafter 39,363 Total $ 63,308

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Schedule of Long-Term Debt and Unamortized Discount Balances	Borrowings under the Notes consisted of the following (in thousands): Face value of loan $ 37,849 Unamortized debt discount (14,804) Accretion of debt discount 515 Balance at December 31, 2018 $ 23,560 Borrowings of the Scilex Notes consisted of the following (in thousands): December 31, 2019 2018 Face value of loan $ 224,000 $ 224,000 Unamortized debt discount (67,839) (77,624) Unamortized debt issuance costs (4,360) (5,313) Payments (2,334) — Carrying value $ 149,467 $ 141,063 Estimated fair value $ 150,800 $ 122,840 December 31, 2019 2018 Face value of loan $ 120,000 $ 100,000 Unamortized debt issuance costs (7,945) (6,543) Unamortized debt discount (34,892) (26,248) Carrying value $ 77,163 $ 67,209 Estimated fair value $ 70,460 $ 64,019
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 are estimated as follows (in thousands): Year Ending December 31, 2020 $ 7,543 2021 13,213 2022 20,133 2023 23,623 2024 24,804 Thereafter 132,350 Total future minimum payments 221,666 Unamortized debt discount (67,839) Unamortized capitalized debt issuance costs (4,360) Total Scilex Notes 149,467 Current portion (7,543) Long-term portion of Scilex Notes $ 141,924

Stock Incentive Plans (Tables)

Stock Incentive Plans (Tables)	12 Months Ended
	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Summary of Stock Option Activity	The following table summarizes stock option activity as of December 31, 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 Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2018 10,523,075 $ 4.91 $ 1,723 Options Granted 5,520,600 3.40 Options Canceled (1,188,850) 1.85 Options Exercised (268,164) 5.42 Outstanding at December 31, 2019 14,586,661 $ 4.36 $ 5,136
Fair Value of Employee Stock Options	The fair value of employee stock options was estimated at the grant date using the following assumptions: Years Ended December 31, 2019 2018 2017 Weighted-average grant date fair value $ 3.40 $ 3.65 $ 1.28 Dividend yield — — — Volatility 96 % 81 % 81 % Risk-free interest rate 2.02 % 2.87 % 1.92 % Expected life of options 6.0 years 6.1 years 6.1 years

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Schedule of Lease Supplemental Quantitative Information	Supplemental quantitative information related to leases includes the following (in thousands): Year ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,935 ROU assets obtained in exchange for new and amended operating lease liabilities $ 6,777 Weighted average remaining lease term in years - operating leases 9.4 years Weighted average discount rate - operating leases 12.2 %
Schedule of Operating Lease Liability Maturities	Maturities of lease liabilities are as follows (in thousands): Years ending December 31, Operating leases 2020 $ 9,807 2021 9,501 2022 9,545 2023 9,768 2024 9,885 Thereafter 47,027 Total lease payments 95,533 Less imputed interest (40,100) Total lease liabilities as of December 31, 2019 $ 55,433

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of Income before Income Tax	Total income before income taxes summarized by region for the years ended December 31, 2019, 2018 and 2017 is as follows (in thousands): 2019 2018 2017 United States $ (362,776) $ (216,098) $ (24,301) Foreign (709) (2,702) (628) Total $ (363,485) $ (218,800) $ (24,929)
Schedule of Components of Income Tax Expense (Benefit)	The components of the provision expense (benefit) were as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Current: Federal $ (68) $ (178) $ (366) State 27 23 14 Foreign (37) (44) 30 (78) (199) (322) Deferred: Federal (642) (3,499) (33,178) State 247 (2,421) (2,538) Foreign — (155) — (395) (6,075) (35,716) Totals $ (473) $ (6,274) $ (36,038)
Summary of Components of Net Deferred Tax Liabilities	The components of the Company’s net deferred tax liabilities and related valuation allowance are as follows as of December 31, 2019 and 2018 (in thousands): 2019 2018 Deferred tax assets: Amortization of intangibles $ 26,843 $ 27,075 Deferred revenue 26,064 25,448 Derivative liability 4,150 — Tax credit carryforwards 17,575 13,720 Net operating loss carryforwards 91,376 43,542 Stock based compensation 3,593 1,786 Accrued expenses and other 25,958 14,037 Operating lease liabilities 12,935 — Total deferred tax assets 208,494 125,608 Less valuation allowance (148,140) (74,970) Total deferred tax assets 60,354 50,638 Deferred tax liabilities: Amortization of intangibles (11,475) (12,739) Depreciation (450) (543) Investment in common stock (46,584) (46,772) Operating lease right-of-use assets (10,888) — Total deferred tax liabilities (69,397) (60,054) Net deferred tax assets / liabilities $ (9,043) $ (9,416)
Summary of Reconciliation Between Federal Income Tax and Company Provision for Income Taxes	The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Income tax expense (benefit) at federal statutory rate $ (76,332) $ (46,011) $ (8,725) State, net of federal tax benefit (8,904) (3,075) (834) Other permanent differences (1,937) 2,814 1,290 Debt discount and interest limitation 7,013 11,357 — Incentive stock compensation 1,568 1,001 1,025 Transaction costs 121 102 408 Other (1,714) 123 715 Return to provision adjustment 19 (8) (42) Acquired in-process research and development 18,690 677 71 Change in Federal rate — — 10,006 Change in State rate (94) (453) 810 Research tax credits (3,813) (4,664) (4,051) Uncertain tax positions 795 879 1,027 Prior year true-ups and carrybacks (187) (889) (1,095) Stock compensation true-up (804) 308 1,788 Change in valuation allowance 65,106 31,565 (38,431) Income tax provision $ (473) $ (6,274) $ (36,038)
Summary of Reconciliation of Unrecognized Tax Expense (Benefits)	A reconciliation of the beginning and ending amount of unrecognized tax expense (benefits) is as follows for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Beginning balance $ 4,352 $ 3,883 $ 2,389 Increase related to current year tax positions 734 916 1,436 Increase related to prior year tax positions 257 150 58 Decrease related to prior year tax positions (7) (597) — Ending balance $ 5,336 $ 4,352 $ 3,883
Disaggregation of Revenue	The following table shows revenue disaggregated by product and services type for the years ended December 31, 2019, 2018 and 2017 (in thousands): Years Ended December 31, 2019 2018 2017 Scilex Pharma product sales $ 21,033 $ 2,606 $ — Other product sales 941 3,267 553 Net product revenue $ 21,974 $ 5,873 $ 553 Concortis Biosystems Corporation 6,520 5,159 4,049 Bioserv Corporation 2,450 5,992 5,000 Joint development agreement — 3,333 1,667 Royalties, licenses and other revenues 488 836 140,587 Service revenue $ 9,458 $ 15,320 $ 151,303

Segment Information (Tables)

Segment Information (Tables)	12 Months Ended
	Dec. 31, 2019
Segment Reporting [Abstract]
Summary of Information by Reportable Segments	The following table presents information about the Company’s reportable segments for the twelve months ended December 31, 2019, 2018 and 2017 (in thousands): Twelve Months Ended December 31, 2019 2018 2017 (in thousands) Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total External revenues $ 10,399 $ 21,033 $ 31,432 $ 18,587 $ 2,606 $ 21,193 $ 151,856 $ — $ 151,856 Operating expenses 130,529 160,296 290,825 137,166 34,452 171,618 114,879 11,642 126,521 Operating (loss) income (120,130) (139,263) (259,393) (118,579) (31,846) (150,425) 36,977 (11,642) 25,335 Unrestricted cash 12,176 10,345 22,521 86,024 72,714 158,738 20,119 310 20,429

Quarterly Financial Data (Una_2

Quarterly Financial Data (Unaudited) (Tables)	12 Months Ended
	Dec. 31, 2019
Quarterly Financial Information Disclosure [Abstract]
Schedule of Quarterly Financial Data	The following table sets forth selected quarterly data for the years presented, in thousands, except per share data. Quarter Ended Quarter Ended Quarter Ended Quarter Ended Year Ended 2019 December 31, September 30, June 30, March 31, December 31, Revenues $ 13,034 $ 5,778 $ 6,477 $ 6,143 $ 31,432 Operating costs and expenses $ 45,613 $ 59,061 $ 56,838 $ 129,313 $ 290,825 Net loss attributable to Sorrento $ (62,820) $ (64,415) $ (56,762) $ (108,071) $ (292,068) Net loss per share - basic $ (0.41) $ (0.49) $ (0.46) $ (0.88) $ (2.20) Net loss per share - diluted $ (0.41) $ (0.50) $ (0.47) $ (0.88) $ (2.35) Weighted-average shares - basic 154,964 130,800 122,549 122,281 132,732 Weighted-average shares - diluted 154,964 140,445 132,459 122,281 140,514 Quarter Ended Quarter Ended Quarter Ended Quarter Ended Year Ended 2018 December 31, September 30, June 30, March 31, December 31, Revenues $ 6,929 $ 4,105 $ 3,913 $ 6,246 $ 21,193 Operating costs and expenses $ 48,530 $ 52,012 $ 32,284 $ 38,792 $ 171,618 Net income (loss) attributable to Sorrento $ (49,774) $ (47,328) $ (73,864) $ (32,574) $ (203,540) Net income (loss) per share - basic $ (0.41) $ (0.40) $ (0.73) $ (0.38) $ (1.92) Net income (loss) per share - diluted $ (0.41) $ (0.40) $ (0.73) $ (0.38) $ (1.92) Weighted-average shares - basic 121,552 117,021 100,563 84,941 106,150 Weighted-average shares - diluted 121,552 117,021 100,563 84,941 106,150

Earnings Per Share (Tables)

Earnings Per Share (Tables)	12 Months Ended
	Dec. 31, 2019
Earnings Per Share [Abstract]
Schedule of Reconciliation of Basic and Diluted Earnings Per Share	The following table sets forth the reconciliation of basic and diluted earnings per share for the years ended December 31, 2019, 2018 and 2017 (in thousands, except per share): Years Ended December 31, 2019 2018 2017 Numerator Net (loss) income attributable to Sorrento $ (292,068) $ (203,540) $ 9,132 Net loss attributable to Semnur holders of Scilex Holding (38,669) — — Interest expense on note conversions, net of tax — — (71) Net (loss) income used for diluted earnings per share (330,737) (203,540) 9,061 Denominator for basic (loss) earnings per share 132,732 106,150 69,742 Potentially dilutive shares of Sorrento common stock issuable upon Share Exchange 7,782 — — Effect of dilutive stock options and convertible notes — — 639 Denominator for diluted (loss) earnings per share 140,514 106,150 70,381 Basic (loss) earnings per share $ (2.20) $ (1.92) $ 0.13 Diluted (loss) earnings per share $ (2.35) $ (1.92) $ 0.13
Components of Outstanding Securities	These outstanding securities consist of the following (in thousands): Years Ended December 31, 2019 2018 2017 Outstanding options 14,587 10,523 6,321 Outstanding warrants 57,556 25,635 4,709

Organization and Significant _4

Organization and Significant Accounting Policies - Narrative (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2019USD ($)	Dec. 31, 2019USD ($)segment	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Significant Accounting Policies [Line Items]
Restricted cash	$ 45,150,000	$ 45,150,000	$ 45,000,000
Restricted cash	13,098,000	13,098,000	9,592,000
Goodwill impairment	0	0	$ 0	$ 0
Impairment losses of long-lived assets		$ 0
Number of operating segments | segment		2
Number of reportable segments | segment		2
Minimum
Significant Accounting Policies [Line Items]
Estimated useful life of fixed asset		3 years
Maximum
Significant Accounting Policies [Line Items]
Estimated useful life of fixed asset		5 years
Oaktree Term Loan | Oaktree Capital Management, L.P.
Significant Accounting Policies [Line Items]
Restricted cash	13,100,000	$ 13,100,000
Senior Notes | Scilex Pharmaceuticals, Inc | Scilex Notes
Significant Accounting Policies [Line Items]
Restricted cash	$ 45,000,000	$ 45,000,000

Organization and Significant _5

Organization and Significant Accounting Policies - Revenue Recognition (Details) - USD ($)	Sep. 26, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue		$ 114,389,000	$ 116,274,000
External revenues		$ 31,432,000	21,193,000	$ 151,856,000
Royalty And License
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Estimated license contract term based on expected life of patent		20 years
Sale And Service, Joint Development
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Proceeds from customers	$ 5,000,000
External revenues		$ 0	3,300,000	$ 1,700,000
ImmuneOncia Therapeutics, LLC | Royalty And License
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Proceeds from customers		9,600,000
Remaining performance obligation expected to be recognized in the next twelve months		500,000
Nant Cell | Royalty And License
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue		$ 110,000,000	$ 110,000,000

Organization and Significant _6

Organization and Significant Accounting Policies - Summary of Remaining Performance Obligations (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018	Sep. 26, 2017
Sale And Service, Drug and Reagents
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 2.2	$ 1.6
Sale And Service, Joint Development
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation			$ 5
ImmuneOncia Therapeutics, LLC | Royalty And License
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 8

Organization and Significant _7

Organization and Significant Accounting Policies - Schedule of Revenues by Category (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Disaggregation of Revenue [Line Items]
Revenues	$ 31,432	$ 21,193	$ 151,856
Scilex Pharma product sales
Disaggregation of Revenue [Line Items]
Revenues	21,033	2,606	0
Other product sales
Disaggregation of Revenue [Line Items]
Revenues	941	3,267	553
Product
Disaggregation of Revenue [Line Items]
Revenues	21,974	5,873	553
Concortis Biosystems Corporation
Disaggregation of Revenue [Line Items]
Revenues	6,520	5,159	4,049
Bioserv Corporation
Disaggregation of Revenue [Line Items]
Revenues	2,450	5,992	5,000
Joint development agreement
Disaggregation of Revenue [Line Items]
Revenues	0	3,333	1,667
Royalties, licenses and other revenues
Disaggregation of Revenue [Line Items]
Revenues	488	836	140,587
Service
Disaggregation of Revenue [Line Items]
Revenues	$ 9,458	$ 15,320	$ 151,303

Organization and Significant _8

Organization and Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Jan. 01, 2019
Accounting Policies [Abstract]
Operating lease right-of-use assets	$ 46,384	$ 44,900
Current portion of operating lease liabilities	3,322	2,600
Operating lease liabilities	$ 52,111	$ 47,800

Liquidity and Going Concern - N

Liquidity and Going Concern - Narrative (Details) - Distribution Agreement $ in Millions	1 Months Ended
	Oct. 31, 2019USD ($)
Subsidiary, Sale of Stock [Line Items]
Potential proceeds from issuance, public offering, maximum	$ 75
Sales agent commission percentage	3.00%

Acquisitions - Acquisition of S

Acquisitions - Acquisition of Semnur Pharmaceuticals (Details) - USD ($)	Sep. 18, 2020	Aug. 07, 2019	Mar. 19, 2019	Mar. 18, 2019	Dec. 31, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Notes receivable, related parties				$ 16,500,000
Reclassification from additional paid-in capital to accrued liabilities					$ 53,983,000	$ 50,000,000
Additional Paid-in Capital
Business Acquisition [Line Items]
Reclassification from additional paid-in capital to accrued liabilities		$ (400,000)			53,980,000	$ 49,998,000
Semnur
Business Acquisition [Line Items]
Percentage of shares acquired			58.00%	77.00%
Consideration transferred				$ 70,000,000
Cash consideration				15,000,000
Stock consideration value				$ 55,000,000
Stock consideration, shares issued (in shares)				47,039,315
Stock consideration, shares issuable (in shares)				352,972
Stock consideration, contingent shares issuable (in shares)				99,190
Stock consideration value per share (usd per share)				$ 1.16
Equity financing minimum threshold for cash payments in lieu of shares		$ 40,000,000
Reclassification from additional paid-in capital to accrued liabilities					54,591,000
Number of shares placed in escrow (in shares)				4,749,095
Asset acquisition, transaction costs				$ 3,100,000
Asset acquisition, liabilities assumed				4,200,000
Contingent consideration, liability					0
Acquired in-process research and development					75,300,000
Semnur | Forecast
Business Acquisition [Line Items]
Stock consideration value	$ 55,000,000
Stock consideration value per share (usd per share)	$ 5.55
Semnur | Additional Paid-in Capital
Business Acquisition [Line Items]
Reclassification from additional paid-in capital to accrued liabilities					$ 27,991,000
Semnur | Cumulative Net Sales, $750 million
Business Acquisition [Line Items]
Asset acquisition, contingent consideration arrangements				150,000,000
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold				750,000,000
Semnur | New Drug Application, First Approval
Business Acquisition [Line Items]
Asset acquisition, contingent consideration arrangements				40,000,000
Semnur | Cumulative Net Sales, $500 million
Business Acquisition [Line Items]
Asset acquisition, contingent consideration arrangements				50,000,000
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold				500,000,000
Semnur | Cumulative Net Sales, $250 million
Business Acquisition [Line Items]
Asset acquisition, contingent consideration arrangements				20,000,000
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold				250,000,000
Semnur | Cumulative Net Sales, $100 million
Business Acquisition [Line Items]
Asset acquisition, contingent consideration arrangements				20,000,000
Asset acquisition, contingent consideration arrangements, cumulative net sales threshold				100,000,000
Semnur | Milestones Achievement
Business Acquisition [Line Items]
Additional cash consideration upon certain milestones				$ 280,000,000

Acquisitions - Sofusa Purchase

Acquisitions - Sofusa Purchase Agreement (Details)	Jul. 03, 2018USD ($)product	Dec. 31, 2019USD ($)	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Business Acquisition [Line Items]
Research and development in process		$ 75,301,000	$ 9,895,000	$ 0
Property and equipment		52,223,000	39,671,000
Sofusa
Business Acquisition [Line Items]
Total purchase consideration	$ 10,000,000
Number of products developed for royalty payment | product	5
Purchase of assets	$ 10,000,000
Milestones Achievement | Sofusa
Business Acquisition [Line Items]
Business combination additional contingent consideration	$ 300,000,000
Contingent consideration, liability		0
Research and development in process			9,500,000
Construction in progress
Business Acquisition [Line Items]
Property and equipment		$ 3,855,000	1,221,000
Construction in progress | Sofusa
Business Acquisition [Line Items]
Property and equipment			$ 500,000

Acquisitions - Acquisition of V

Acquisitions - Acquisition of Virttu Biologics Limited (Details) - USD ($) $ in Thousands	Apr. 27, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Apr. 30, 2017
Business Acquisition [Line Items]
Goodwill		$ 38,298	$ 38,298
Issuance of common stock upon acquisition				$ 3,055
(Gain) related to the settlement of acquisition consideration payable		0	2,020	$ 0
Virttu Biologics Limited
Business Acquisition [Line Items]
Issuance of common stock upon acquisition			$ 11,308
Virttu Biologics Limited | TNK Therapeutics
Business Acquisition [Line Items]
Business acquisition, percentage of voting interests acquired					100.00%
Identifiable assets recognized					$ 16,000
Deferred tax liabilities assumed					800
Goodwill					1,400
Issuance of common stock upon acquisition (in shares)	1,795,011
Issuance of common stock upon acquisition	$ 11,300
Contingent consideration, liability	$ 9,900
Noncurrent contingent consideration liability					1,000
(Gain) related to the settlement of acquisition consideration payable		$ (10,400)
Virttu Biologics Limited | TNK Therapeutics | Acquired in-process research and development
Business Acquisition [Line Items]
Intangible assets acquired					15,400
Virttu Biologics Limited | TNK Therapeutics | Regulatory approval consideration
Business Acquisition [Line Items]
Business combination additional contingent consideration					$ 10,000

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Assets:
Total assets	$ 80,769	$ 213,330
Liabilities:
Total liabilities	44,747	12,037
Derivative liabilities
Liabilities:
Total liabilities	8,800
Derivative liabilities - Non-current
Liabilities:
Total liabilities	35,000
Acquisition consideration payable
Liabilities:
Total liabilities	908	11,312
Acquisition consideration payable, non-current
Liabilities:
Total liabilities	39	725
Cash and cash equivalents
Assets:
Total assets	22,521	158,738
Restricted cash
Assets:
Total assets	58,248	54,592
Quoted Prices in Active Markets (Level 1)
Assets:
Total assets	80,769	213,330
Liabilities:
Total liabilities	0	0
Quoted Prices in Active Markets (Level 1) | Derivative liabilities
Liabilities:
Total liabilities	0
Quoted Prices in Active Markets (Level 1) | Derivative liabilities - Non-current
Liabilities:
Total liabilities	0
Quoted Prices in Active Markets (Level 1) | Acquisition consideration payable
Liabilities:
Total liabilities	0	0
Quoted Prices in Active Markets (Level 1) | Acquisition consideration payable, non-current
Liabilities:
Total liabilities	0	0
Quoted Prices in Active Markets (Level 1) | Cash and cash equivalents
Assets:
Total assets	22,521	158,738
Quoted Prices in Active Markets (Level 1) | Restricted cash
Assets:
Total assets	58,248	54,592
Significant Other Observable Inputs (Level 2)
Assets:
Total assets	0	0
Liabilities:
Total liabilities	0	0
Significant Other Observable Inputs (Level 2) | Derivative liabilities
Liabilities:
Total liabilities	0
Significant Other Observable Inputs (Level 2) | Derivative liabilities - Non-current
Liabilities:
Total liabilities	0
Significant Other Observable Inputs (Level 2) | Acquisition consideration payable
Liabilities:
Total liabilities	0	0
Significant Other Observable Inputs (Level 2) | Acquisition consideration payable, non-current
Liabilities:
Total liabilities	0	0
Significant Other Observable Inputs (Level 2) | Cash and cash equivalents
Assets:
Total assets	0	0
Significant Other Observable Inputs (Level 2) | Restricted cash
Assets:
Total assets	0	0
Significant Unobservable Inputs (Level 3)
Assets:
Total assets	0	0
Liabilities:
Total liabilities	44,747	12,037
Significant Unobservable Inputs (Level 3) | Derivative liabilities
Liabilities:
Total liabilities	8,800
Significant Unobservable Inputs (Level 3) | Derivative liabilities - Non-current
Liabilities:
Total liabilities	35,000
Significant Unobservable Inputs (Level 3) | Acquisition consideration payable
Liabilities:
Total liabilities	908	11,312
Significant Unobservable Inputs (Level 3) | Acquisition consideration payable, non-current
Liabilities:
Total liabilities	39	725
Significant Unobservable Inputs (Level 3) | Cash and cash equivalents
Assets:
Total assets	0	0
Significant Unobservable Inputs (Level 3) | Restricted cash
Assets:
Total assets	$ 0	$ 0

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) $ in Thousands	May 03, 2019USD ($)	Dec. 31, 2019USD ($)	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Re-measurement of Fair Value		$ (736)	$ 9,644
(Gain) related to the settlement of acquisition consideration payable		0	2,020	$ 0
Settlement of contingent consideration		10,354	51,879	1,380
Loss on derivative liability		(36,792)	2,830	$ 0
Debt discount	$ 7,000
Early Conditional Loan
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Gain on derivative liability		$ (1,800)
Warrant
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Loss on derivative liability	$ 4,300
Discount Rate | Early Conditional Loan
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input		0.416
Scilex Notes | Risk Adjusted Net Sales Forecast
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input		0.08
Scilex Notes | Effective Debt Yield
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input		0.197
Acquisition consideration
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Re-measurement of Fair Value		$ 700	(9,600)
Scilex Pharmaceuticals, Inc
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Settlement of contingent consideration			38,200
TNK Therapeutics | Virttu Biologics Limited
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
(Gain) related to the settlement of acquisition consideration payable		$ (10,400)
Settlement of contingent consideration			11,300
Membership interest purchase agreement | TNK Therapeutics | CARgenix Holding LLC
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Settlement of contingent consideration			$ 2,300
Minimum | Revenue Multiple
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input		0.55
Maximum | Revenue Multiple
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative liability, measurement input		1

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Contingent Consideration and Derivative Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 12,037	$ 54,272	$ 48,362
Acquisition and contingent considerations			983
Re-measurement of Fair Value	(736)	9,644
Settlements of contingent consideration	(10,354)	(51,879)	(1,380)
Ending balance	947	12,037	54,272
Contingent Consideration Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Acquisition adjustment			(6,500)
Acquisition consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Acquisition and contingent considerations			$ 12,807
Re-measurement of Fair Value	700	(9,600)
Derivative Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Additions	6,996
Re-measurement of Fair Value	36,804
Ending balance	$ 43,800	$ 0

Property and Equipment - Summar

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property and equipment, total	$ 52,223	$ 39,671
Less accumulated depreciation	(22,335)	(15,287)
Property and equipment, net	29,888	24,384
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, total	1,315	1,127
Office equipment
Property, Plant and Equipment [Line Items]
Property and equipment, total	700	632
Machinery and lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment, total	33,192	27,690
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, total	13,161	9,001
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, total	$ 3,855	$ 1,221

Property and Equipment - Narrat

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 7	$ 6	$ 4.5

Investments - Narrative (Detail

Investments - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Investments, Debt and Equity Securities [Abstract]
Cost method investments, impairment losses	$ 0	$ 0	$ 0

Investments - NANTibody Narrati

Investments - NANTibody Narrative (Details)	Jul. 03, 2018USD ($)	Jul. 02, 2017USD ($)	May 31, 2015USD ($)joint_venture	Sep. 30, 2017USD ($)	Sep. 30, 2019USD ($)	Dec. 31, 2018USD ($)	Sep. 30, 2018USD ($)	Dec. 31, 2017USD ($)	Sep. 30, 2017USD ($)	Dec. 31, 2013USD ($)shares	Dec. 31, 2019USD ($)	Jun. 30, 2017USD ($)	Oct. 13, 2015	Jul. 31, 2015USD ($)board_member	Apr. 30, 2015USD ($)
Schedule of Equity Method Investments [Line Items]
Number of joint venture to be funded by the Company per agreement | joint_venture			2
Equity method investments						$ 27,980,000					$ 25,233,000
NANTibody
Schedule of Equity Method Investments [Line Items]
Initial joint funding															$ 100,000,000
Equity method investment ownership percentage		40.00%													40.00%
Initial joint funding contributed														$ 40,000,000
Number of board members | board_member														3
Cash and cash equivalents of equity method investment		$ 100,000,000		$ 9,500,000					$ 9,500,000			$ 99,600,000
Equity method investments	$ 3,700,000	40,000,000				3,400,000					2,500,000
Equity balance of equity method investments				10,000,000					10,000,000			$ 100,000,000
Decrease in cash and cash equivalent of equity method invests				$ 90,100,000
Loss on equity investments	$ 36,000,000
Net loss of equity investments					$ (2,400,000)		$ (700,000)		(1,100,000)
Current assets of equity method investment					7,300,000		9,700,000
Current liabilities of equity method investment					1,000,000		800,000
Noncurrent assets of equity method investment					200,000		0
Noncurrent liabilities of equity method investment					0		0
Nant Cancer Stem LLC
Schedule of Equity Method Investments [Line Items]
Initial joint funding														$ 100,000,000
Equity method investment ownership percentage													20.00%	40.00%
Initial joint funding contributed														$ 40,000,000
Equity method investments						18,000,000					$ 17,900,000
Loss on equity investments						$ 500,000		$ 0
Net loss of equity investments					(900,000)		(700,000)		$ 700,000
Current assets of equity method investment					75,900,000		74,100,000
Current liabilities of equity method investment					200,000		100,000
Noncurrent assets of equity method investment					4,700,000		6,900,000
Noncurrent liabilities of equity method investment					$ 0		$ 0
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														2
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 to equity holders		$ 90,100,000
IgDraSol Inc
Schedule of Equity Method Investments [Line Items]
Upfront fee received from selling equity interests in IgDraSol			$ 90,100,000
Restricted money to be funding two joint ventures			$ 60,000,000
IgDraSol Inc
Schedule of Equity Method Investments [Line Items]
Issuance of common stock upon acquisition (in shares) | shares										3,000,000
Cash consideration to equity holders										$ 380,000
Total purchase consideration										$ 29,100,000

Investments - NantStem Narrativ

Investments - NantStem Narrative (Details) - USD ($)	Oct. 13, 2015	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2019	Jul. 31, 2015
Schedule of Equity Method Investments [Line Items]
Equity method investments			$ 27,980,000				$ 25,233,000
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%
Joint venture agreement second payment contribution	$ 20,000,000
Loss on equity investments			$ 500,000		$ 0
Equity method investment ownership percentage			20.00%
Equity method investments			$ 18,000,000				$ 17,900,000
Net (loss) income of equity statements		$ (900,000)		$ (700,000)		$ 700,000
Current assets of equity method investment		75,900,000		74,100,000
Current liabilities of equity method investment		200,000		100,000
Noncurrent assets of equity method investment		4,700,000		6,900,000
Noncurrent liabilities of equity method investment		$ 0		$ 0
NantBioScience, Inc. | Nant Cancer Stem LLC
Schedule of Equity Method Investments [Line Items]
Initial joint funding contributed								$ 60,000,000
Equity method investment ownership percentage								60.00%

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Narrative (Details)	3 Months Ended		12 Months Ended
	Dec. 31, 2019USD ($)	Dec. 31, 2018USD ($)	Dec. 31, 2019USD ($)segment	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items]
Goodwill	$ 38,298,000	$ 38,298,000	$ 38,298,000	$ 38,298,000
Goodwill impairment	0		$ 0	0	$ 0
Number of operating segments | segment			2
Intangible amortization			$ 3,941,000	3,009,000	2,610,000
Intangible asset impairment			$ 0	$ 1,826,000	$ 0
Weighted average
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items]
Identifiable intangible assets, weighted average life			15 years
Virttu Biologics Limited | Acquired in-process research and development
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items]
Intangible asset impairment		$ 1,800,000
Sorrento Therapeutics
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items]
Goodwill	31,600,000		$ 31,600,000
Scilex Pharmaceuticals, Inc
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items]
Goodwill	$ 6,700,000		$ 6,700,000

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Summary of Company's Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 74,620	$ 73,654
Accumulated Amortization	11,312	7,371
Intangibles, net	$ 63,308	$ 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	1,401	1,373
Intangibles, net	$ 184	$ 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	1,060	885
Intangibles, net	$ 2,350	$ 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	$ 36,300	$ 35,834
Accumulated Amortization	1,828	366
Intangibles, net	$ 34,472	$ 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	6,922	4,742
Intangibles, net	$ 25,798	$ 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	101	5
Intangibles, net	$ 504	$ 100

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
2020	$ 3,966
2021	5,020
2022	5,020
2023	5,015
2024	4,924
Thereafter	39,363
Intangibles, net	$ 63,308	$ 66,283

Significant Agreements and Co_2

Significant Agreements and Contracts - License Agreement with Mabtech Limited (Details) - Mabtech Limited $ in Millions	1 Months Ended
	Dec. 31, 2017USD ($)	Jun. 30, 2016USD ($)	Feb. 29, 2016USD ($)	Aug. 31, 2015USD ($)antibody	Dec. 31, 2018USD ($)
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Number of monoclonal antibodies | antibody				4
Additional payment for licensing agreement			$ 10
Aggregate purchase price of common stock warrants		$ 10
License fees payable					$ 125
Acquired in progress research and development expense
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Initial payment for licensing agreement				$ 10
Additional payment for licensing agreement	$ 25	$ 30

Significant Agreements and Co_3

Significant Agreements and Contracts - License Agreement with NantCell (Details) - Nant Cell - USD ($) $ in Millions	1 Months Ended
	Apr. 30, 2015	Dec. 31, 2019
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Deferred revenue	$ 10
Common stock received (in shares)	10,000,000
Vested equity received	$ 100
Cost-method investments, aggregate carrying amount		$ 100
Maximum
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Royalty rate percent of net sales	(5.00%)

Significant Agreements and Co_4

Significant Agreements and Contracts - Short-Term Loans (Details) $ in Thousands, ¥ in Millions	1 Months Ended		12 Months Ended
	Nov. 30, 2019USD ($)	Sep. 30, 2018USD ($)	Dec. 31, 2019USD ($)	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)	Dec. 31, 2019CNY (¥)	Dec. 31, 2019USD ($)
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Short-term working capital funding arrangements, net of issuance costs			$ 8,000	$ 21,261	$ 0
Bridge Loan
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Short-term working capital funding arrangements, net of issuance costs	$ 8,000	$ 19,600
Debt instrument collateral fee, annual rate	5.00%
Bridge Loan | Collateral Pledged
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Collateral amount						¥ 60	$ 8,500

Debt - Hercules Capital, Inc. (

Debt - Hercules Capital, Inc. (Details) - USD ($)	Dec. 21, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Nov. 30, 2016
Debt Instrument [Line Items]
Loss on debt extinguishment		$ 27,810,000	$ 8,089,000	$ 4,275,000
Term Loan
Debt Instrument [Line Items]
Amended and restated principal amount of loan agreement					$ 75,000,000
Loss on debt extinguishment	$ 4,300,000

Debt - 2017 Securities Purchase

Debt - 2017 Securities Purchase Agreement in Private Placement (Details) - USD ($)	May 17, 2018	Dec. 21, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Interest expense			$ 36,139,000	$ 57,631,000	$ 4,980,000
Convertible Debt
Debt Instrument [Line Items]
Face value of loan				$ 37,849,000
Convertible Debt | Convertible Notes
Debt Instrument [Line Items]
Interest paid	$ 1,000,000
Interest expense	$ 44,300,000
Private Placement | Convertible Debt | Convertible Notes
Debt Instrument [Line Items]
Face value of loan		$ 50,000,000
Stated interest rate on debt instrument		5.00%
2017 Warrants | Private Placement
Debt Instrument [Line Items]
Number of common stock shares called by warrants (in shares)		12,121,210
Warrant exercise price per share (USD per share)		$ 2.61
Warrant exercisable period		5 years 6 months
Common Stock
Debt Instrument [Line Items]
Issuance of common stock for conversion of notes payable (in shares)	22,038,565		22,660,449	22,038,565

Debt - 2018 Securities Purchase

Debt - 2018 Securities Purchase Agreement in Private Placement and Amendment to Warrants (Details) - USD ($)	Nov. 07, 2018	Nov. 30, 2018	Jun. 30, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Nov. 08, 2019	Nov. 07, 2019	May 03, 2019	Jun. 13, 2018	Mar. 31, 2018
Debt Instrument [Line Items]
Unamortized debt discount									$ 7,000,000
Warrants issued in connection with convertible notes					$ 9,646,000	$ 12,669,000
Loss on debt extinguishment				$ 27,810,000	8,089,000	4,275,000
Convertible Debt
Debt Instrument [Line Items]
Face value of loan					37,849,000
Unamortized debt discount					14,804,000
Loss on debt extinguishment	$ 6,100,000
Interest expense				1,600,000	1,000,000
Accretion of debt discount				1,900,000	515,000
Convertible Debt | March 2018 Notes
Debt Instrument [Line Items]
Face value of loan											$ 120,500,000
Convertible Debt | March 2018 Notes, Amendment
Debt Instrument [Line Items]
Face value of loan			$ 37,848,750							$ 37,848,750
Stated interest rate on debt instrument			5.00%
If converted - outstanding principal threshold amount											$ 4,000,000
Debt conversion price (USD per share)							$ 1.70	$ 7.0125			$ 7.0125
Unamortized debt discount			$ 21,600,000
Debt beneficial conversion feature			12,000,000
June 2018 Warrants | Convertible Debt | March 2018 Notes, Amendment
Debt Instrument [Line Items]
Unamortized debt discount			$ 9,600,000
June 2018 Warrants, Amendment
Debt Instrument [Line Items]
Warrants issued in connection with convertible notes				$ 0	$ 1,916,000	$ 0
Private Placement | March 2018 Warrant
Debt Instrument [Line Items]
Number of common stock shares called by warrants (in shares)											8,591,794
Warrant exercise price per share (USD per share)										$ 8.77
Private Placement | June 2018 Warrants
Debt Instrument [Line Items]
Number of common stock shares called by warrants (in shares)			2,698,662							2,698,662
Warrant exercise price per share (USD per share)											$ 3.28
Private Placement | June 2018 Warrants, Amendment
Debt Instrument [Line Items]
Warrant exercise price per share (USD per share)		$ 3.28
Warrants issued in connection with convertible notes		$ 1,900,000
Fair Value | Significant Other Observable Inputs (Level 2) | Convertible Debt
Debt Instrument [Line Items]
Long-term debt, fair value disclosure	23,100,000
Carrying value | Significant Other Observable Inputs (Level 2) | Convertible Debt
Debt Instrument [Line Items]
Long-term debt, fair value disclosure	$ 17,000,000

Debt - Schedule of Long-Term De

Debt - Schedule of Long-Term Debt and Unamortized Discount Balances (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Oct. 01, 2019	May 03, 2019	Nov. 30, 2018	Sep. 07, 2018
Debt Instrument [Line Items]
Unamortized debt discount				$ (7,000,000)
Convertible Debt
Debt Instrument [Line Items]
Face value of loan		$ 37,849,000
Unamortized debt discount		(14,804,000)
Accretion of debt discount	$ 1,900,000	515,000
Long-term debt		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	(67,839,000)	(77,624,000)	$ (4,300,000)
Unamortized debt issuance costs	(4,360,000)	(5,313,000)
Payments	(2,334,000)	0
Long-term debt	149,467,000	141,063,000
Debt instrument, fair value disclosure	150,800,000	122,840,000
Oaktree Capital Management, L.P. | Oaktree Term Loan
Debt Instrument [Line Items]
Face value of loan	120,000,000	100,000,000			$ 100,000,000
Unamortized debt discount	(7,945,000)	(6,543,000)
Unamortized debt issuance costs	(34,892,000)	(26,248,000)
Long-term debt	77,163,000	67,209,000
Carrying value | Oaktree Capital Management, L.P. | Oaktree Term Loan
Debt Instrument [Line Items]
Debt instrument, fair value disclosure	$ 70,460,000	$ 64,019,000

Debt - 2018 Purchase Agreement

Debt - 2018 Purchase Agreement and Indenture for Scilex (Details) - USD ($)	Oct. 01, 2019	Sep. 07, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	May 03, 2019
Debt Instrument [Line Items]
Proceeds from issuance of senior long-term debt			$ 0	$ 134,275,000	$ 0
Unamortized debt discount						$ 7,000,000
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		224,000,000
Scilex Pharmaceuticals, Inc
Debt Instrument [Line Items]
Initial public offering, required contribution	$ 25,000,000
Principal amount to be purchased, multiplier	$ 20,000,000
Cash purchase price, percentage of principal amount	100.00%
Scilex Pharmaceuticals, Inc | Scilex Pharmaceuticals, Inc
Debt Instrument [Line Items]
Required capital stock ownership percentage	100.00%
Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026
Debt Instrument [Line Items]
Face value of loan			$ 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
Debt instrument, interest rate, effective percentage			8.12%
Amortization of debt issuance costs and discounts			$ 15,000,000	6,800,000
Unamortized debt discount	$ 4,300,000		$ 67,839,000	$ 77,624,000
ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026
Debt Instrument [Line Items]
Percentage of outstanding principal holders can declare debt payable upon default		25.00%
Percentage of outstanding payable due upon default		100.00%
Compensating balance		$ 35,000,000
Contingent liability		$ 25,000,000
Percentage of principal amount outstanding holders need as an acceptance to replace letter of credit		80.00%
ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026 | Prior to August 15, 2026
Debt Instrument [Line Items]
Period of notice for debt redemption		30 days
Redemption price as a percentage of outstanding principal		100.00%
ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026 | Change of control
Debt Instrument [Line Items]
Redemption price as a percentage of outstanding principal		101.00%
February 15, 2019 - March 31, 2021 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026 | Minimum
Debt Instrument [Line Items]
Quarterly principal payment as a percentage of net sales		10.00%
February 15, 2019 - March 31, 2021 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026 | Maximum
Debt Instrument [Line Items]
Quarterly principal payment as a percentage of net sales		20.00%
Market approval by March 31, 2021 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026 | Minimum
Debt Instrument [Line Items]
Quarterly principal payment as a percentage of net sales		15.00%
Market approval by March 31, 2021 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026 | Maximum
Debt Instrument [Line Items]
Quarterly principal payment as a percentage of net sales		25.00%
October 1, 2022 - September 30, 2023 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026 | Minimum
Debt Instrument [Line Items]
Additional principal payments, sales threshold		60.00%
February 15, 2022 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026
Debt Instrument [Line Items]
Aggregate principal payment increase amount if cumulative net sales are not met		$ 28,000,000
February 15, 2022 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026 | Minimum
Debt Instrument [Line Items]
Additional principal payments, sales threshold		95.00%
October 1, 2022 - September 30, 2023 | ZTlido | Scilex Pharmaceuticals, Inc | Senior Notes | Senior Secured Notes, Due 2026 | Minimum
Debt Instrument [Line Items]
Additional principal payments, sales threshold		80.00%

Debt - Future Minimum Payments

Debt - Future Minimum Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Thereafter	$ 132,350
Current portion	(36,261)	$ (10,150)
Long-term portion of Scilex Notes	199,088	223,136
Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | Senior Notes
Debt Instrument [Line Items]
2020	7,543
2021	13,213
2022	20,133
2023	23,623
2024	24,804
Total future minimum payments	221,666
Unamortized debt discount	(67,839)
Unamortized capitalized debt issuance costs	(4,360)
Total Scilex Notes	149,467	$ 141,063
Current portion	(7,543)
Long-term portion of Scilex Notes	$ 141,924

Debt - 2018 Oaktree Term Loan A

Debt - 2018 Oaktree Term Loan Agreement (Details) - USD ($)	May 01, 2020	May 03, 2019	Nov. 30, 2018	Feb. 28, 2020	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 06, 2019	Jun. 30, 2019	Nov. 07, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Fee amount								$ 1,400,000	$ 800,000
Restricted cash						$ 58,248,000	$ 54,592,000				$ 0
Unamortized debt discount		$ 7,000,000
Warrant
Debt Instrument [Line Items]
Loss on derivative liability		$ 4,300,000
Oaktree Capital Management, L.P.
Debt Instrument [Line Items]
Exit fee percentage		1.25%
Exit fee amount		$ 1,500,000
Prepayment fee, percentage of principal amount repaid										3.00%
Oaktree Capital Management, L.P. | Oaktree Term Loan
Debt Instrument [Line Items]
Face value of loan amount			$ 100,000,000			120,000,000	100,000,000
Basis spread on variable rate			7.00%
Proceeds from debt, net of issuance costs			$ 91,300,000
Unamortized debt discount						7,945,000	6,543,000
Interest expense						10,700,000	1,400,000
Amortization of debt issuance costs and discounts						$ 5,500,000	$ 500,000
Oaktree Capital Management, L.P. | Oaktree Term Loan | Subsequent Event
Debt Instrument [Line Items]
Repayments of debt				$ 37,000,000
Debt prepayment costs				1,900,000
Repayments of debt from restricted cash				$ 11,800,000
Oaktree Capital Management, L.P. | Term Loan Tranche Two, Part One
Debt Instrument [Line Items]
Face value of loan amount		20,000,000
Oaktree Capital Management, L.P. | Term Loan Tranche Two, Part Two
Debt Instrument [Line Items]
Face value of loan amount		$ 30,000,000
Oaktree Capital Management, L.P. | Term Loan Tranche Two
Debt Instrument [Line Items]
Face value of loan amount			$ 50,000,000
Oaktree Capital Management, L.P. | Oaktree Term Loan, Amendment 2
Debt Instrument [Line Items]
Prepayment fee, percentage of principal amount repaid										3.00%
Restricted cash								2,500,000
Oaktree Capital Management, L.P. | Oaktree Term Loan, Amendment 2 | Forecast
Debt Instrument [Line Items]
Optional prepayment, amount					$ 50,000,000
Repayments of debt	$ 20,000,000
Oaktree Capital Management, L.P. | Oaktree Term Loan, Amendment 2 | Certain Financial Milestones
Debt Instrument [Line Items]
Restricted cash								$ 20,000,000
Oaktree Capital Management, L.P. | Oaktree Term Loan, Amendment 2 | Optional Prepayment | Forecast
Debt Instrument [Line Items]
Restricted cash					$ 10,000,000
Initial Warrants | Oaktree Capital Management, L.P.
Debt Instrument [Line Items]
Number of common stock shares called by warrants (in shares)			6,288,985
Warrant exercise price per share (USD per share)			$ 3.28
2019 Warrants | Oaktree Capital Management, L.P.
Debt Instrument [Line Items]
Number of common stock shares called by warrants (in shares)		1,333,304
Warrant exercise price per share (USD per share)		$ 3.94
December 2019 Warrants | Oaktree Capital Management, L.P.
Debt Instrument [Line Items]
Number of common stock shares called by warrants (in shares)								2,000,000
Warrant exercise price per share (USD per share)								$ 3.26
Unamortized debt discount								$ 6,000,000

Debt - 2018 Short-term Bridge L

Debt - 2018 Short-term Bridge Loan (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Nov. 30, 2019	Sep. 30, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Short-term Debt [Line Items]
Proceeds from short-term debt			$ 8,000	$ 21,261	$ 0
Bridge Loan
Short-term Debt [Line Items]
Proceeds from short-term debt	$ 8,000	$ 19,600
Commitment fee on short-term debt		$ 300

Debt - 2018 Chinese Yuan (RMB)

Debt - 2018 Chinese Yuan (RMB) Loan (Details) - Chinese Yuan Term Loan	1 Months Ended
	Jan. 31, 2019CNY (¥)	Jan. 31, 2019USD ($)	Mar. 31, 2018CNY (¥)	Mar. 31, 2018USD ($)
Debt Instrument [Line Items]
Face value of loan			¥ 10,000,000	$ 1,600,000
Repayments of debt	¥ 5,000,000	$ 700,000
Stated interest rate on debt instrument			5.00%	5.00%

Shareholder Equity - 2019 Publi

Shareholder Equity - 2019 Public Offering of Common Stock and Warrants Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	Jun. 28, 2019	Jul. 31, 2019	Dec. 31, 2019
Underwriters
Class of Stock [Line Items]
Stock price (USD per share)	$ 2.82
Series A Warrants
Class of Stock [Line Items]
Warrants and rights outstanding, term	10 years
Series B Warrants
Class of Stock [Line Items]
Common stock and warrants sold in Registered Direct Offering (in shares)			2,028,000
Series C Warrants
Class of Stock [Line Items]
Warrants and rights outstanding, term	10 years
Public Stock Offering
Class of Stock [Line Items]
Stock price (USD per share)	$ 3
Sale of stock proceeds, net		$ 23.3
Public Stock Offering | Common class A
Class of Stock [Line Items]
Common stock and warrants sold in Registered Direct Offering (in shares)	8,333,334
Public Stock Offering | Series A Warrants
Class of Stock [Line Items]
Common stock and warrants sold in Registered Direct Offering (in shares)	8,333,334
Warrant exercise price per share (USD per share)	$ 3.75
Public Stock Offering | Series B Warrants
Class of Stock [Line Items]
Common stock and warrants sold in Registered Direct Offering (in shares)	8,333,334
Warrant exercise price per share (USD per share)	$ 3
Public Stock Offering | Series C Warrants
Class of Stock [Line Items]
Common stock and warrants sold in Registered Direct Offering (in shares)	8,333,334
Warrant exercise price per share (USD per share)	$ 3.75

Shareholder Equity - 2019 Regis

Shareholder Equity - 2019 Registered Direct Offering Narrative (Details) - Registered Direct Offering 2019 - USD ($) $ / shares in Units, $ in Millions	Oct. 09, 2019	Dec. 31, 2019
Subsidiary, Sale of Stock [Line Items]
Common stock and warrants sold in Registered Direct Offering (in shares)	10,869,566
Stock price (USD per share)	$ 2.30
Sale of stock proceeds, net	$ 23.4
Warrants and rights outstanding, term		7 years
Warrant exercise price per share (USD per share)		$ 2.40
Issue of stock, due to exercise of warrants (in shares)		1,100,000

Shareholder Equity - Universal

Shareholder Equity - Universal Shelf Registration (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Nov. 30, 2017	Dec. 31, 2014
Class of Stock [Line Items]
Maximum amount of equity and other securities authorized to offer						$ 250,000,000
Remaining amount of equity and other securities authorized to offer						$ 50,000,000
Issuance of common stock, net		$ 990,000	$ 83,610,000	$ 57,928,000
Common Stock
Class of Stock [Line Items]
Issuance of common stock, net	$ 47,500,000
Proceeds from issuance of common stock	$ 43,100,000
ATM Facility
Class of Stock [Line Items]
Proceeds from issuance of common stock			83,608,000	57,928,000
November 2014 Registration
Class of Stock [Line Items]
Gross proceeds from issuance of common stock				$ 13,900,000
November 2017 Registration
Class of Stock [Line Items]
Remaining amount of equity and other securities authorized to offer					$ 350,000,000
November 2017 Registration | ATM Facility
Class of Stock [Line Items]
Maximum maximum aggregate offering price authorized					$ 100,000,000
November 2017 Registration | ATM Facility | Common Stock
Class of Stock [Line Items]
Issuance of common stock, net			$ 83,600,000

Stock Incentive Plans - Stock O

Stock Incentive Plans - Stock Option Activity Narrative (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of options exercised		$ 0.5	$ 0.1	$ 0
Stock-based compensation expense		8.3	$ 6.2	$ 4.7
Unrecognized compensation cost related to unvested stock option grants		$ 21.8
Period for recognized compensation cost		1 year 7 months 6 days
Common stock reserved for issuance (in shares)		89.2
Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)		57.6
Sorrento Stock Incentive Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)		21.8
Semnur Share Exchange
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)		9.8
2019 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding options exercisable period	10 years
Employee option grants vested	25.00%
Employee Stock Option | 2019 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding options vesting anniversary period	3 years
Common stock reserved for issuance (in shares)		7.1

Stock Incentive Plans - Summary

Stock Incentive Plans - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Options Outstanding
Options Outstanding beginning balance (in shares)	10,523,075
Options Granted (in shares)	5,520,600
Options Canceled (in shares)	(1,188,850)
Options Exercised (in shares)	(268,164)
Options Outstanding ending balance (in shares)	14,586,661	10,523,075
Weighted- Average Exercise Price
Weighted Average Exercise Price, beginning balance (USD per share)	$ 4.91
Weighted Average Exercise Price, Options Granted (USD per share)	3.40
Weighted Average Exercise Price, Options Canceled (USD per share)	1.85
Weighted Average Exercise Price, Options Exercised (USD per share)	5.42
Weighted Average Exercise Price, ending balance (USD per share)	$ 4.36	$ 4.91
Aggregate Intrinsic Value	$ 5,136	$ 1,723

Stock Incentive Plans - Fair Va

Stock Incentive Plans - Fair Value of Employee and Director Stock Options (Details) - Employee Stock Option - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average grant date fair value	$ 3.40	$ 3.65	$ 1.28
Dividend yield	0.00%	0.00%	0.00%
Volatility	96.00%	81.00%	81.00%
Risk-free interest rate	2.02%	2.87%	1.92%
Expected life of options	6 years	6 years 1 month 6 days	6 years 1 month 6 days

Stock Incentive Plans - Scilex

Stock Incentive Plans - Scilex Pharmaceuticals Inc. 2017 Equity Incentive Plan Narrative (Details) - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jun. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)	89.2
Stock-based compensation expense	$ 8.3	$ 6.2	$ 4.7
2017 Stock Options Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 4.3	$ 0.3	$ 0.3
Scilex Pharmaceuticals, Inc | Common class A | 2017 Stock Options Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance (in shares)				24

Stock Incentive Plans - Scile_2

Stock Incentive Plans - Scilex Holding Company 2019 Stock Option Plan Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	May 28, 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
Option outstanding (in shares)	14,586,661		10,523,075
Common stock reserved for issuance (in shares)	89,200,000
Unrecognized compensation cost related to unvested stock option grants	$ 21.8
Period for recognized compensation cost	1 year 7 months 6 days
Scilex Holding Company
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option outstanding (in shares)	24,511,073
2019 Stock Option Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock option grants	$ 15.3
Period for recognized compensation cost	3 years 2 months 1 day
2019 Stock Option Plan | Scilex Holding Company
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares authorized (in shares)		30,000,000
Option outstanding (in shares)	20,638,260
Common stock reserved for issuance (in shares)	9,361,740
2017 Stock Options Plans | Scilex Holding Company
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Option outstanding (in shares)	3,872,813

Commitments and Contingencies -

Commitments and Contingencies - Narrative (Details) $ in Thousands	Apr. 03, 2019USD ($)
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

Commitment and Contingencies -

Commitment and Contingencies - Operating Leases Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 10	$ 6.1	$ 3.2
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease terms	4 months 24 days
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	9 years 10 months 24 days
Operating lease option to extend, period	five years

Commitment and Contingencies _2

Commitment and Contingencies - Schedule of Lease Supplemental Quantitative Information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows from operating leases	$ 6,935
ROU assets obtained in exchange for new and amended operating lease liabilities	$ 6,777
Weighted average remaining lease term in years - operating leases	9 years 4 months 24 days
Weighted average discount rate - operating leases	12.20%

Commitment and Contingencies _3

Commitment and Contingencies - Schedule of Operating Lease Liability Maturities (Details) $ in Thousands	Dec. 31, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
2020	$ 9,807
2021	9,501
2022	9,545
2023	9,768
2024	9,885
Thereafter	47,027
Total lease payments	95,533
Less imputed interest	(40,100)
Total lease liabilities as of December 31, 2019	$ 55,433

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Before Income Tax By Location (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
United States	$ (362,776)	$ (216,098)	$ (24,301)
Foreign	(709)	(2,702)	(628)
Total	$ (363,485)	$ (218,800)	$ (24,929)

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of Provision Expense (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Current:
Federal	$ (68)	$ (178)	$ (366)
State	27	23	14
Foreign	(37)	(44)	30
Total current income tax expense (benefit)	(78)	(199)	(322)
Deferred:
Federal	(642)	(3,499)	(33,178)
State	247	(2,421)	(2,538)
Foreign	0	(155)	0
Total deferred income tax expense (benefit)	(395)	(6,075)	(35,716)
Income tax provision	$ (473)	$ (6,274)	$ (36,038)

Income Taxes - Summary of Compo

Income Taxes - Summary of Components of Net Deferred Tax Liabilities and Related Valuation Allowance (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deferred tax assets:
Amortization of intangibles	$ 26,843	$ 27,075
Deferred revenue	26,064	25,448
Derivative liability	4,150	0
Tax credit carryforwards	17,575	13,720
Net operating loss carryforwards	91,376	43,542
Stock based compensation	3,593	1,786
Accrued expenses and other	25,958	14,037
Total deferred tax assets	208,494	125,608
Less valuation allowance	(148,140)	(74,970)
Operating lease liabilities	12,935
Total deferred tax assets	60,354	50,638
Deferred tax liabilities:
Amortization of intangibles	(11,475)	(12,739)
Depreciation	(450)	(543)
Investment in common stock	(46,584)	(46,772)
Operating lease right-of-use assets	(10,888)
Total deferred tax liabilities	(69,397)	(60,054)
Net deferred tax assets / liabilities	$ (9,043)	$ (9,416)

Income Taxes - Summary of Recon

Income Taxes - Summary of Reconciliation Between Federal Income Tax and Company Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income tax expense (benefit) at federal statutory rate	$ (76,332)	$ (46,011)	$ (8,725)
State, net of federal tax benefit	(8,904)	(3,075)	(834)
Other permanent differences	(1,937)	2,814	1,290
Debt discount and interest limitation	7,013	11,357	0
Incentive stock compensation	1,568	1,001	1,025
Transaction costs	121	102	408
Other	(1,714)	123	715
Return to provision adjustment	19	(8)	(42)
Acquired in-process research and development	18,690	677	71
Change in Federal rate	0	0	10,006
Change in State rate	(94)	(453)	810
Research tax credits	(3,813)	(4,664)	(4,051)
Uncertain tax positions	795	879	1,027
Prior year true-ups and carrybacks	(187)	(889)	(1,095)
Stock compensation true-up	(804)	308	1,788
Change in valuation allowance	65,106	31,565	(38,431)
Income tax provision	$ (473)	$ (6,274)	$ (36,038)

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 148,140,000	$ 74,970,000
Interest recognized	0	$ 0	$ 0
IRS
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	368,200,000
IRS | Research tax credit carryforward
Operating Loss Carryforwards [Line Items]
Research and development credits	15,600,000
State and local jurisdiction
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	167,700,000
State and local jurisdiction | Research tax credit carryforward
Operating Loss Carryforwards [Line Items]
Research and development credits	$ 7,900,000

Income Taxes - Summary of Rec_2

Income Taxes - Summary of Reconciliation of Unrecognized Tax Expense (Benefits) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 4,352	$ 3,883	$ 2,389
Increase related to current year tax positions	734	916	1,436
Increase related to prior year tax positions	257	150	58
Decrease related to prior year tax positions	(7)	(597)	0
Ending balance	$ 5,336	$ 4,352	$ 3,883

Related Party Agreements and _2

Related Party Agreements and Other (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Mar. 18, 2019
HoldCo
Related Party Transaction [Line Items]
Business acquisition, percentage of voting interests acquired		58.00%
Itochu | Affiliated Entity
Related Party Transaction [Line Items]
Purchases from related party	$ 8
Itochu | Affiliated Entity | Minimum
Related Party Transaction [Line Items]
Royalty payments percent	25.00%
Itochu | Affiliated Entity | Maximum
Related Party Transaction [Line Items]
Royalty payments percent	35.00%
Itochu | Scilex Pharmaceuticals, Inc | Itochu
Related Party Transaction [Line Items]
Noncontrolling interest ownership percentage	14.70%

Segment Information - Narrative

Segment Information - Narrative (Details)	12 Months Ended
	Dec. 31, 2019segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

Segment Information - Summary o

Segment Information - Summary of Information by Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
External revenues									$ 31,432	$ 21,193	$ 151,856
Operating expenses	$ 45,613	$ 59,061	$ 56,838	$ 129,313	$ 48,530	$ 52,012	$ 32,284	$ 38,792	290,825	171,618	126,521
Operating (loss) income									(259,393)	(150,425)	25,335
Unrestricted cash	22,521				158,738				22,521	158,738	20,429
Sorrento Therapeutics
Segment Reporting Information [Line Items]
External revenues									10,399	18,587	151,856
Operating expenses									130,529	137,166	114,879
Operating (loss) income									(120,130)	(118,579)	36,977
Unrestricted cash	12,176				86,024				12,176	86,024	20,119
Scilex
Segment Reporting Information [Line Items]
External revenues									21,033	2,606	0
Operating expenses									160,296	34,452	11,642
Operating (loss) income									(139,263)	(31,846)	(11,642)
Unrestricted cash	$ 10,345				$ 72,714				$ 10,345	$ 72,714	$ 310

Quarterly Financial Data (Una_3

Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Data (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Quarterly Financial Information Disclosure [Abstract]
Revenues	$ 13,034	$ 5,778	$ 6,477	$ 6,143	$ 6,929	$ 4,105	$ 3,913	$ 6,246	$ 31,432	$ 21,193
Operating costs and expenses	45,613	59,061	56,838	129,313	48,530	52,012	32,284	38,792	290,825	171,618	$ 126,521
Net income (loss) attributable to Sorrento	$ (62,820)	$ (64,415)	$ (56,762)	$ (108,071)	$ (49,774)	$ (47,328)	$ (73,864)	$ (32,574)	$ (292,068)	$ (203,540)	$ 9,132
Net income (loss) per share - basic (USD per share)	$ (0.41)	$ (0.49)	$ (0.46)	$ (0.88)	$ (0.41)	$ (0.40)	$ (0.73)	$ (0.38)	$ (2.20)	$ (1.92)	$ 0.13
Net income (loss) per share - diluted (USD per share)	$ (0.41)	$ (0.50)	$ (0.47)	$ (0.88)	$ (0.41)	$ (0.40)	$ (0.73)	$ (0.38)	$ (2.35)	$ (1.92)	$ 0.13
Weighted-average shares - basic (in shares)	154,964	130,800	122,549	122,281	121,552	117,021	100,563	84,941	132,732	106,150	69,742
Weighted-average shares - diluted (shares)	154,964	140,445	132,459	122,281	121,552	117,021	100,563	84,941	140,514	106,150	70,381

Earnings Per Share - Reconcilia

Earnings Per Share - Reconciliation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Numerator [Abstract]
Net (loss) income attributable to Sorrento	$ (62,820)	$ (64,415)	$ (56,762)	$ (108,071)	$ (49,774)	$ (47,328)	$ (73,864)	$ (32,574)	$ (292,068)	$ (203,540)	$ 9,132
Net loss attributable to Semnur holders of Scilex Holding									(38,669)	0	0
Interest expense on note conversions, net of tax									0	0	(71)
Net (loss) income used for diluted earnings per share									$ (330,737)	$ (203,540)	$ 9,061
Denomiator for basic (loss) earnings per share (in shares)	154,964	130,800	122,549	122,281	121,552	117,021	100,563	84,941	132,732	106,150	69,742
Potentially dilutive shares of Sorrento common stock issuable up Share Exchange (in shares)									7,782	0	0
Effect of dilutive stock options and convertible notes (in shares)									0	0	639
Denominator for Diluted Earnings per Share – Adjusted for Dilutive Securities (in shares)	154,964	140,445	132,459	122,281	121,552	117,021	100,563	84,941	140,514	106,150	70,381
Net income (loss) per share - basic (USD per share)	$ (0.41)	$ (0.49)	$ (0.46)	$ (0.88)	$ (0.41)	$ (0.40)	$ (0.73)	$ (0.38)	$ (2.20)	$ (1.92)	$ 0.13
Net income (loss) per share - diluted (USD per share)	$ (0.41)	$ (0.50)	$ (0.47)	$ (0.88)	$ (0.41)	$ (0.40)	$ (0.73)	$ (0.38)	$ (2.35)	$ (1.92)	$ 0.13

Earnings Per Share - Outstandin

Earnings Per Share - Outstanding Securities (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Employee Stock Option
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of Earnings Per Share (in shares)	14,587	10,523	6,321
Warrant
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of Earnings Per Share (in shares)	57,556	25,635	4,709

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 10, 2020	Oct. 09, 2019	Feb. 28, 2020	Feb. 10, 2020	Oct. 31, 2019	Feb. 21, 2020	Dec. 31, 2019	Feb. 10, 2020	Dec. 31, 2019	Dec. 31, 2018
Subsequent Event [Line Items]
Issuance of common stock, conversion of notes payable									$ 53,983	$ 50,000
Series B Warrants
Subsequent Event [Line Items]
Common stock and warrants sold in Registered Direct Offering (in shares)							2,028,000
Subsequent Event
Subsequent Event [Line Items]
Sale of stock proceeds, net						$ 13,500
Subsequent Event | Series C Warrants
Subsequent Event [Line Items]
Issue of stock, due to exercise of warrants (in shares)						23,000
Subsequent Event | Series A Warrants
Subsequent Event [Line Items]
Issue of stock, due to exercise of warrants (in shares)						28,000
Subsequent Event | Series B Warrants
Subsequent Event [Line Items]
Issue of stock, due to exercise of warrants (in shares)						3,440,000
Distribution Agreement
Subsequent Event [Line Items]
Potential proceeds from issuance, public offering, maximum					$ 75,000
Distribution Agreement | Subsequent Event
Subsequent Event [Line Items]
Common stock and warrants sold in Registered Direct Offering (in shares)				2,090,802				2,120,149
Sale of stock proceeds, net				$ 7,300				$ 7,400
Registered Direct Offering 2019
Subsequent Event [Line Items]
Common stock and warrants sold in Registered Direct Offering (in shares)		10,869,566
Sale of stock proceeds, net		$ 23,400
Issue of stock, due to exercise of warrants (in shares)							1,100,000
Stock price (USD per share)		$ 2.30
Registered Direct Offering 2019 | Subsequent Event
Subsequent Event [Line Items]
Issue of stock, due to exercise of warrants (in shares)						1,517,609
Aspire Purchase Agreement | Forecast
Subsequent Event [Line Items]
Number of maximum shares available to direct for purchase per business day	500,000
Maximum consideration available to direct for purchase per business day	$ 2,000
Number of maximum shares available to direct for purchase per business day, optional increased amount	4,000,000
Maximum percent of trading volume for volume-weighted average purchase notice	30.00%
Maximum percent of trading price for volume-weighted average purchase notice	97.00%
Aspire Purchase Agreement | Subsequent Event
Subsequent Event [Line Items]
Common stock and warrants sold in Registered Direct Offering (in shares)	2,991,027		11,568,319
Sale of stock proceeds, net	$ 7,500		$ 28,500
Potential proceeds from issuance, public offering, maximum	$ 75,000
Stock price (USD per share)	$ 2.5075			$ 2.5075				$ 2.5075
Stock issued as commitment fee	897,308
Minimum | Aspire Purchase Agreement | Forecast
Subsequent Event [Line Items]
Stock price (USD per share)	$ 1			$ 1				$ 1

Schedule II - Valuation and Q_2

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 74,970	$ 43,405	$ 81,039
Reserves Acquired	0	0	797
Additions	73,170	31,565	0
Deductions	0	0	(38,431)
Balance at End of Period	148,140	74,970	43,405
Income tax valuation allowance
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	74,970	43,405	81,039
Reserves Acquired	0	0	797
Additions	73,170	31,565	0
Deductions	0	0	(38,431)
Balance at End of Period	$ 148,140	$ 74,970	$ 43,405

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