Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 10, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SRNE | ||
Entity Registrant Name | Sorrento Therapeutics, Inc. | ||
Entity Central Index Key | 850,261 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 38,365,767 | ||
Entity Public Float | $ 586.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 39,038 | $ 71,902 |
Marketable securities | 97,366 | 0 |
Grants and accounts receivables, net | 903 | 732 |
Income tax receivable | 1,715 | 0 |
Prepaid expenses and other, net | 1,996 | 1,281 |
Total current assets | 141,018 | 73,915 |
Property and equipment, net | 7,246 | 2,277 |
Intangibles, net | 3,912 | 4,357 |
Goodwill | 20,626 | 24,041 |
Investments in common stock | 112,008 | 10,000 |
Equity method investments | 58,119 | 0 |
Long-term assets held for sale | 0 | 26,619 |
Other, net | 590 | 332 |
Total assets | 343,519 | 141,541 |
Current liabilities: | ||
Accounts payable | 1,339 | 1,656 |
Accrued payroll and related | 2,361 | 1,825 |
Current portion of deferred compensation | 891 | 1,893 |
Accrued expenses | 3,927 | 867 |
Acquisition consideration payable | 12,000 | 0 |
Derivative liability | 5,520 | 0 |
Current portion of debt | 4,835 | 3,316 |
Total current liabilities | 30,873 | 9,557 |
Long-term debt | 4,394 | 8,830 |
Deferred compensation | 12 | 796 |
Deferred tax liabilities | 49,341 | 1,709 |
Long-term liabilities held for sale | 0 | 10,837 |
Deferred revenue | 110,900 | 1,024 |
Deferred rent and other | 7,061 | 75 |
Total liabilities | $ 202,581 | $ 32,828 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized and no shares issued or outstanding | $ 0 | $ 0 |
Common stock, $0.0001 par value; 750,000,000 shares authorized and 37,771,459 and 36,184,912 shares issued and outstanding at December 31, 2015 and 2014, respectively | 4 | 4 |
Additional paid-in capital | 184,898 | 176,227 |
Accumulated other comprehensive income | 73,579 | 0 |
Accumulated deficit | (113,329) | (67,518) |
Total Sorrento Therapeutics, Inc. stockholders' equity | 145,152 | 108,713 |
Noncontrolling interests | (4,214) | 0 |
Total equity | 140,938 | 108,713 |
Total liabilities and equity | $ 343,519 | $ 141,541 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 37,771,459 | 36,184,912 |
Common stock, shares outstanding | 37,771,459 | 36,184,912 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | |||
Grant | $ 1,530 | $ 488 | $ 452 |
Sales and services | 3,060 | 3,337 | 8 |
Total revenues | 4,590 | 3,825 | 460 |
Operating costs and expenses: | |||
Costs of revenues | 1,950 | 2,043 | 4 |
Research and development | 31,343 | 23,983 | 9,017 |
Acquired in-process research and development | 24,013 | 209 | 5,986 |
General and administrative | 20,132 | 9,987 | 6,317 |
Intangible amortization | 1,157 | 2,345 | 804 |
Total costs and operating expenses | 78,595 | 38,567 | 22,128 |
Loss from operations | (74,005) | (34,742) | (21,668) |
Gain on sale of IgDraSol, net | 69,274 | 0 | 0 |
Loss on derivative liability | (3,360) | 0 | 0 |
Loss on equity investments | (4,041) | 0 | 0 |
Interest expense | (1,652) | (1,629) | (253) |
Interest income | 24 | 12 | 10 |
Income (loss) before income tax expense | (13,760) | (36,359) | (21,911) |
Income tax expense (benefit) | 36,314 | (1,702) | 0 |
Net loss | (50,074) | (34,657) | (21,911) |
Net loss attributable to noncontrolling interests | (4,263) | 0 | 0 |
Net loss attributable to Sorrento | $ (45,811) | $ (34,657) | $ (21,911) |
Net loss per share - basic and diluted per share attributable to Sorrento | $ (1.24) | $ (1.30) | $ (1.46) |
Weighted-average shares used during period - basic and diluted per share attributable to Sorrento | 36,909 | 26,679 | 15,046 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss attributable to Sorrento | $ (45,811) | $ (34,657) | $ (21,911) |
Other comprehensive income: | |||
Unrealized gain on marketable securities, net of tax of $14,294 | 73,579 | 0 | 0 |
Total other comprehensive income | 73,579 | 0 | 0 |
Comprehensive income (loss) attributable to Sorrento | 27,768 | (34,657) | (21,911) |
Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 |
Comprehensive income (loss) | $ 27,768 | $ (34,657) | $ (21,911) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Statement Of Income And Comprehensive Income [Abstract] | |
Unrealized gain on marketable securities, tax | $ 14,294 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | IgDraSol, Inc. [Member] | Sherrington Pharmaceuticals, Inc. [Member] | Concortis Biosystems, Corp. [Member] | Common Stock [Member] | Common Stock [Member]IgDraSol, Inc. [Member] | Common Stock [Member]Sherrington Pharmaceuticals, Inc. [Member] | Common Stock [Member]Concortis Biosystems, Corp. [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]IgDraSol, Inc. [Member] | Additional Paid-in Capital [Member]Sherrington Pharmaceuticals, Inc. [Member] | Additional Paid-in Capital [Member]Concortis Biosystems, Corp. [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member]IgDraSol, Inc. [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Sherrington Pharmaceuticals, Inc. [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Concortis Biosystems, Corp. [Member] | Accumulated deficit [Member] | Accumulated deficit [Member]IgDraSol, Inc. [Member] | Accumulated deficit [Member]Sherrington Pharmaceuticals, Inc. [Member] | Accumulated deficit [Member]Concortis Biosystems, Corp. [Member] | Noncontrolling Interest [Member] | Noncontrolling Interest [Member]IgDraSol, Inc. [Member] | Noncontrolling Interest [Member]Sherrington Pharmaceuticals, Inc. [Member] | Noncontrolling Interest [Member]Concortis Biosystems, Corp. [Member] |
Balance at Dec. 31, 2012 | $ 6,197 | $ 1 | $ 17,146 | $ 0 | $ (10,950) | $ 0 | ||||||||||||||||||
Balance, shares at Dec. 31, 2012 | 12,004,687 | |||||||||||||||||||||||
Issuance of common stock in connection with the exercise of stock options | 17 | $ 0 | 17 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock in connection with the exercise of stock options, shares | 7,300 | |||||||||||||||||||||||
Issuance of common stock for cash | October 2013 [Member] | 31,347 | $ 1 | 31,346 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock for cash | 6,354 | $ 0 | 6,354 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock for cash, shares | March 2013 [Member] | 1,426,406 | |||||||||||||||||||||||
Issuance of common stock for cash, shares | October 2013 [Member] | 4,772,500 | |||||||||||||||||||||||
Issuance of common stock with assignment agreement | 40 | $ 0 | 40 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock with assignment agreement, shares | 10,000 | |||||||||||||||||||||||
Issuance of common stock in connection with merger and acquisition | $ 27,811 | $ 1,698 | $ 11,295 | $ 0 | $ 0 | $ 0 | $ 27,811 | $ 1,698 | $ 11,295 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||
Issuance of common stock in connection with merger and acquisition, shares | 3,006,641 | 200,000 | 1,331,978 | |||||||||||||||||||||
Issuance of common stock warrants in connection loan and security agreement | 215 | $ 0 | 215 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock for convertible note holders | 1,857 | $ 0 | 1,857 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock for convertible note holders, shares | 256,119 | |||||||||||||||||||||||
Issuance of common stock in lieu of cash legal fees | 100 | $ 0 | 100 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock in lieu of cash legal fees, shares | 12,469 | |||||||||||||||||||||||
Stock-based compensation | 1,789 | $ 0 | 1,789 | 0 | 0 | 0 | ||||||||||||||||||
Change in unrealized gain on marketable securities | 0 | |||||||||||||||||||||||
Net loss | (21,911) | 0 | 0 | 0 | (21,911) | 0 | ||||||||||||||||||
Balance at Dec. 31, 2013 | 66,809 | $ 2 | 99,668 | 0 | (32,861) | 0 | ||||||||||||||||||
Balance, shares at Dec. 31, 2013 | 23,028,100 | |||||||||||||||||||||||
Issuance of common stock in connection with the exercise of stock options | 304 | $ 0 | 304 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock in connection with the exercise of stock options, shares | 64,000 | |||||||||||||||||||||||
Issuance of common stock for cash | May 2014 [Member] | 26,643 | $ 1 | 26,642 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock for cash | October 2014 [Member] | 3,420 | $ 0 | 3,420 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock for cash, shares | May 2014 [Member] | 5,479,750 | |||||||||||||||||||||||
Issuance of common stock for cash, shares | October 2014 [Member] | 400,000 | |||||||||||||||||||||||
Issuance of common stock with assignment agreement | 209 | $ 0 | 209 | $ 0 | $ 0 | 0 | ||||||||||||||||||
Issuance of common stock with assignment agreement, shares | 25,000 | 0 | 0 | |||||||||||||||||||||
Issuance of common stock warrants in connection with amended loan and security agreement | 322 | $ 0 | 322 | $ 0 | $ 0 | 0 | ||||||||||||||||||
Issuance of common stock and warrants for cash | 41,723 | $ 1 | 41,722 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock and warrants for cash, shares | 7,188,062 | |||||||||||||||||||||||
Stock-based compensation | 3,940 | $ 0 | 3,940 | 0 | 0 | 0 | ||||||||||||||||||
Change in unrealized gain on marketable securities | 0 | |||||||||||||||||||||||
Net loss | (34,657) | 0 | 0 | 0 | (34,657) | 0 | ||||||||||||||||||
Balance at Dec. 31, 2014 | $ 108,713 | $ 4 | 176,227 | 0 | (67,518) | 0 | ||||||||||||||||||
Balance, shares at Dec. 31, 2014 | 36,184,912 | 36,184,912 | ||||||||||||||||||||||
Issuance of common stock with exercise of warrants | $ 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock with exercise of warrants, shares | 3,563 | |||||||||||||||||||||||
Issuance of common stock in connection with the exercise of stock options | 1,699 | $ 0 | 1,699 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of common stock in connection with the exercise of stock options, shares | 276,712 | |||||||||||||||||||||||
Issuance of common stock upon achievement of milestone | 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Issuance of Common Stock Upon Achievement of Milestone, shares | 1,306,272 | |||||||||||||||||||||||
Stock-based compensation | 6,972 | $ 0 | 6,972 | 0 | 0 | 0 | ||||||||||||||||||
Change in unrealized gain on marketable securities | 73,579 | 0 | 0 | 73,579 | 0 | 0 | ||||||||||||||||||
Sale of a noncontrolling interest | 49 | 0 | 0 | 0 | 49 | |||||||||||||||||||
Net loss | (50,074) | 0 | 0 | 0 | (45,811) | (4,263) | ||||||||||||||||||
Balance at Dec. 31, 2015 | $ 140,938 | $ 4 | 184,898 | 73,579 | (113,329) | (4,214) | ||||||||||||||||||
Balance, shares at Dec. 31, 2015 | 37,771,459 | 37,771,459 | ||||||||||||||||||||||
Net loss | $ (26,599) | |||||||||||||||||||||||
Balance at Dec. 31, 2015 | $ 140,938 | $ 4 | $ 184,898 | $ 73,579 | $ (113,329) | $ (4,214) | ||||||||||||||||||
Balance, shares at Dec. 31, 2015 | 37,771,459 | 37,771,459 |
Consolidated Statements of Sto8
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Issuance of common stock per share | $ 5.80 | |
Common stock issuance cost | $ 20 | |
March 2013 [Member] | ||
Issuance of common stock per share | $ 4.50 | |
Common stock issuance cost | $ 64 | |
October 2013 [Member] | ||
Issuance of common stock per share | $ 7.25 | |
Common stock issuance cost | $ 3,254 | |
May 2014 [Member] | ||
Issuance of common stock per share | $ 5.25 | |
Common stock issuance cost | $ 2,126 | |
October 2014 [Member] | ||
Issuance of common stock per share | $ 9 | |
Common stock issuance cost | $ 180 | |
IgDraSol, Inc. [Member] | ||
Issuance of common stock per share | $ 9.25 | |
Sherrington Pharmaceuticals, Inc. [Member] | ||
Issuance of common stock per share | 8.48 | |
Concortis Biosystems, Corp. [Member] | ||
Issuance of common stock per share | $ 8.48 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities | |||
Net loss | $ (50,074) | $ (34,657) | $ (21,911) |
Adjustments to reconcile net loss to net cash provided by and (used in) operating activities: | |||
Depreciation and amortization | 2,370 | 3,184 | 1,290 |
Non-cash interest expense | 392 | 451 | 0 |
Gain on sale of IgDraSol | (69,274) | 0 | 0 |
Stock-based compensation | 6,972 | 3,940 | 1,789 |
Acquired in-process research and development | 12,000 | 209 | 1,905 |
Provision for doubtful accounts | 5 | 33 | 0 |
Loss on derivative liability | 3,360 | 0 | 0 |
Loss on equity investments | 4,041 | 0 | 0 |
Deferred tax provision | 33,337 | (1,702) | 0 |
Changes in operating assets and liabilities; net of dispositions: | |||
Grants and other receivables | (176) | (371) | 117 |
Prepaid expenses and other | (1,052) | (979) | (441) |
Income tax receivable | (1,715) | 0 | 0 |
Accounts payable | (2,713) | (497) | 878 |
Deferred revenue | 9,876 | 0 | 0 |
Accrued expenses and other liabilities | 10,582 | 1,625 | (116) |
Net cash used for operating activities | (42,069) | (28,764) | (16,489) |
Investing activities | |||
Purchases of property and equipment | (3,707) | (591) | (420) |
Purchases of intangible assets | 0 | 0 | (511) |
Cash received in connection with mergers | 0 | 0 | 428 |
Investments in common stock | (11,500) | (10,000) | 0 |
Net cash provided by (used in) investing activities | 12,552 | (10,591) | (503) |
Financing activities | |||
Net borrowings under loan and security agreement | 0 | 7,500 | 6,850 |
Proceeds from issuance of common stock, net of issuance costs and repurchases | 0 | 71,786 | 37,701 |
Net principal payments under loan and security agreement | (3,095) | 0 | 0 |
Net payments of deferred compensation | (2,000) | 0 | (1,000) |
Sale of a noncontrolling interest | 49 | 0 | 0 |
Proceeds from exercise of stock options | 1,699 | 304 | 17 |
Net cash (used in) provided by financing activities | (3,347) | 79,590 | 43,568 |
Net change in cash and cash equivalents | (32,864) | 40,235 | 26,576 |
Cash and cash equivalents at beginning of period | 71,902 | 31,667 | 5,091 |
Cash and cash equivalents at end of period | 39,038 | 71,902 | 31,667 |
Cash paid during the period for: | |||
Income taxes | 3,001 | 6 | 1 |
Interest paid | 1,574 | 1,544 | 0 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Change in unrealized gains (losses) on marketable securities | 73,579 | 0 | 0 |
Common stock received in exchange for license | (100,000) | 0 | 0 |
Contributions to equity method investments made on Company's behalf | (60,000) | 0 | 0 |
Property and equipment costs incurred but not paid | 2,396 | 0 | 0 |
IgDraSol, Inc. [Member] | |||
Adjustments to reconcile net loss to net cash provided by and (used in) operating activities: | |||
Gain on sale of IgDraSol | (69,274) | 0 | 0 |
Investing activities | |||
Proceeds from sale of IgDraSol | 27,759 | 0 | 0 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Issuance of 1,306,272 shares to former stockholders of IgDraSol | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Ca10
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2015shares | |
IgDraSol, Inc. [Member] | |
Shares issued to former stockholders | 1,306,272 |
Nature of Operations and Busine
Nature of Operations and Business Activities | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Operations and Business Activities | 1. Nature of Operations and Business Activities Nature of Operations and Basis of Presentation Sorrento Therapeutics, Inc. (NASDAQ: SRNE), together with its subsidiaries (collectively, the “Company”) is a biopharmaceutical company focused on the discovery, acquisition, development and commercialization of proprietary drug therapeutics for addressing significant unmet medical needs worldwide. The Company’s primary therapeutic focus is oncology, including the treatment of chronic cancer pain, but is also developing therapeutic products for other indications, including immunology and infectious diseases. The Company currently has multiple clinical development programs underway: (i) Chimeric Antigen Receptor-T Cell (“CAR-T”) programs for solid tumors, (ii) resiniferatoxin, or RTX, a non-opiate, ultra-potent and selective agonist of the TRPV-1 receptor for intractable pain in end-stage disease, and (iii) its clinical development programs for its biosimilar/biobetter antibodies. The Company’s pipeline also includes preclinical fully human therapeutic monoclonal antibodies (mAbs), including its biosimilars/biobetters, its fully human anti-PD-L1 and anti-PD-1 checkpoint inhibitors derived from its proprietary G-MAB ® ® Through December 31, 2015, the Company had devoted substantially all of its efforts to product development, raising capital and building infrastructure, and had not realized revenues from its planned principal operations. The accompanying consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries and those of a variable interest entity where the Company is the primary beneficiary. 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. The Company’s subsidiary, Sorrento Therapeutics, Inc. Hong Kong Limited, had no operating activity through December 2015. All intercompany balances and transactions have been eliminated in consolidation. In determining whether the Company is the primary beneficiary of an entity, the Company applies a qualitative approach that determines whether it has both (i) the power to direct the economically significant activities of the entity and (ii) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. These considerations impact the way the Company accounts for its existing collaborative relationships and other arrangements. The Company continuously assesses whether it is the primary beneficiary of a variable interest entity as changes to existing relationships or future transactions may result in the Company consolidating or deconsolidating one or more of its collaborators or partners. Reverse Stock Split On July 30, 2013, the Company completed a 1-for-25 reverse split of its common stock. All common shares and per common share amounts in the consolidated financial statements and footnotes have been adjusted retroactively to reflect the effects of this action. Liquidity and Going Concern The Company anticipates that it will continue to incur net losses into the foreseeable future as it (i) advances clinical stage product candidates such as bioSimilar/bioBetter antibodies, CAR-T programs and RTX in the clinic and potentially pursues other development, (ii) continues to identify a number of potential mAb and ADC drug candidates and further advances various preclinical and development activities, (iii) advances its product candidates into the clinic, (iv) invests in additional joint ventures or third party collaboration or acquisition agreements, and (v) expands corporate infrastructure, including the costs associated with being a NASDAQ listed public company. Based on currently available resources, the Company believes it has the ability to meet all obligations due over the course of the next twelve months. The Company plans to continue 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. The Company filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”), which was declared effective by the SEC in July 2013. The Shelf Registration Statement provides the Company the ability to offer up to $100 million of securities, including equity and other securities as described in the registration statement. After the May 2014 underwritten offering (see Note 6), the Company has the ability to offer up to $36.6 million of additional securities. In November 2014, the Company filed a universal shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC in December 2014. This Shelf Registration Statement provides 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. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. Fair Value of Financial Instruments The Company follows accounting guidance on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: · Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. · Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. · Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The carrying amounts of cash equivalents and marketable securities approximate their fair value based upon quoted market prices. Certain of our financial instruments are not measured at fair value on a recurring basis, but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash, accounts receivable and payable, and other financial instruments in current assets or current liabilities. Marketable Securities Marketable securities are designated as available-for-sale securities and are accounted for at fair value. Marketable securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Marketable securities that are readily available for use in current operations are classified as short-term available-for-sale securities and are reported as a component of current assets in the accompanying consolidated balance sheets. Marketable securities that are not considered available for use in current operations are classified as long-term available-for-sale securities and are reported as a component of long-term assets in the accompanying consolidated balance sheets. Securities that are classified as available-for-sale are carried at fair value, with temporary unrealized gains and losses reported as a component of stockholders' equity until their disposition. The cost of securities sold is based on the specific identification method. All of the Company’s marketable securities are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. For the year ended December 31, 2015, no other-than-temporary impairment charges were recorded. Grants and Accounts Receivable Grants receivable at December 31, 2015 and 2014 represent amounts due under several federal contracts with the National Institute of Allergy and Infectious Diseases, or NIAID, a division of the National Institutes of Health, or NIH, collectively, the NIH Grants. The Company considers the grants receivable to be fully collectible; accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Accounts receivable at December 31, 2015 and 2014 consists of trade receivables from sales and services provided to certain customers, which are generally unsecured and due within 30 days. Estimated credit losses related to trade accounts receivable are recorded as general and administrative expenses and as an allowance for doubtful accounts within grants and accounts receivable, net. The Company reviews reserves and makes adjustments based on historical experience and known collectability issues and disputes. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. As of December 31, 2015 and 2014, the allowance for doubtful accounts was $5 and $33, respectively. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years. Leasehold improvements are amortized over the lesser of the life of the lease or the life of the asset. Repairs and maintenance are charged to expense as incurred. Acquisitions and Intangibles The Company has engaged in business combination activity. The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with each acquisition, as goodwill presents the excess of the purchase price of an acquired business over the fair value of its net tangible and identifiable intangible assets. Goodwill and Other Long-Lived Assets Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company proceeds to perform the two-step test for goodwill impairment. The first step involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to determine the amount of loss, which involves comparing the implied fair value of the goodwill to the carrying value of the goodwill. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. The Company performed its annual assessment for goodwill impairment in the fourth quarter of 2015, noting no impairment. The Company evaluates its long-lived and intangible assets with definite lives, such as property and equipment, acquired technology, customer relationships, patent and license rights, for impairment by considering competition by products prescribed for the same indication, the likelihood and estimated future entry of non-generic and generic competition with the same or similar indication and other related factors. The factors that drive the estimate of useful life are often uncertain and are reviewed on a periodic basis or when events occur that warrant review. Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate. There have not been any impairment losses of long-lived assets through December 31, 2015. Derivative Liability Derivative liabilities are recorded on our consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are exercised or expire, with changes in the fair value between reporting periods recorded as other income or expense. The Company estimates the fair value of derivative liabilities using the Black-Scholes option pricing model. Investments in Other Entities The Company holds a portfolio of investments in equity securities that are accounted for under either the equity method or cost method. Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in loss on equity investments. The Company’s cost method investments are included in investments in common stock on the consolidated balance sheets. The Company’s equity method investments are included in equity method investments on the consolidated balance sheets. All investments are reviewed on a regular basis for possible impairment. If an investment's fair value is determined to be less than its net carrying value and the decline is determined to be other-than-temporary, the investment is written down to its fair value. Such an evaluation is judgmental and dependent on specific facts and circumstances. Factors considered in determining whether an other-than-temporary decline in value has occurred include: the magnitude of the impairment and length of time that the market value was below the cost basis; financial condition and business prospects of the investee; the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery in market value of the investment; issues that raise concerns about the investee's ability to continue as a going concern; any other information that we may be aware of related to the investment. The Company does not report the fair value of its equity investments in non-publicly traded companies because it is not practical to do so. Research and Development Costs and Collaborations All research and development costs are charged to expense as incurred. Such costs primarily consist of lab supplies, contract services, stock-based compensation expense, salaries and related benefits. Acquired In-Process Research and Development Expense The Company has acquired and may continue to acquire the rights to develop and commercialize new drug candidates. The up-front payments to acquire a new drug compound, as well as future milestone payments, 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. Income Taxes The provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10, Uncertainty in Income Taxes, address 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 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, 2015, the Company maintained a full valuation allowance against its deferred tax assets, with the exception of an amount equal to its deferred tax liabilities, which can be expected to reverse over a definite life. Revenue Recognition The Company’s revenues are generated primarily from various NIH grant awards, and from the sale of customized reagents and the provision of contract development services. The revenue from the NIH grant awards is based upon subcontractor and internal costs incurred that are specifically covered by the grant, and where applicable, a facilities and administrative rate that provides funding for overhead expenses. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs internal expenses that are related to the grant. Revenues from sales are generated from the sale of customized reagents which include industrial standard cytotoxins, linkers, and linker-toxins used for preparing ADCs. Contract development services include providing synthetic expertise to customer’s synthesis by delivering proprietary cytotoxins, linkers and linker-toxins and ADC service using industry standard toxin and antibodies provided by customers. Revenue is recognized when, (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. 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. The Company is obligated to accept from customers the return of products sold that are damaged or don’t meet certain specifications. The Company may authorize the return of products sold in accordance with the terms of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company has not experienced any sales returns. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant). The Company accounts for equity instruments, including restricted stock or stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing model. The fair value of options and restricted stock granted to non-employees is re-measured over the vesting period, and the resulting changes in fair value are recognized as expense in the period of the change in proportion to the services rendered to date. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and adjustments for the change in unrealized gains and losses on the Company’s investments in available-for-sale marketable securities, net of taxes. The Company displays comprehensive income (loss) and its components in its consolidated statements of comprehensive income (loss). Net Loss per Share Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or the exercise of outstanding warrants. The treasury stock method and if-converted method are used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net earnings (loss) per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share. During 2015, 2014 and 2013, the Company had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. These outstanding securities consist of the following: Years Ended December 31, 2015 2014 2013 Outstanding options 2,960,816 2,235,000 1,047,300 Outstanding warrants 1,972,630 1,980,630 221,850 Segment Information The Company is engaged primarily in the discovery and development of innovative therapies focused on oncology and the treatment of chronic cancer pain as well as immunology and infectious diseases based on its platform technologies. Accordingly, the Company has determined that it operates in one operating segment. Recent Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Presentation of Financial Statements Property, Plant and Equipment In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period In August 2014, FASB issued ASU No. 2014-15, “ Presentation of Financial Statements – Going Concern he Company does not expect this standard to have any impact on the Company’s consolidated financial position, results of operations, or cash flows upon adoption. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810)—Amendments to the Consolidation Analysis In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30). In November 2015, the FASB issued ASU 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU 2016-01, " Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," In February 2016, the FASB issued ASU 2016-02 , Leases . ASU 2016-2 is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. ASU 2016-2 is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2019, and all annual and interim reporting periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-2 will have on its consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The Company measures the fair value of financial assets and liabilities based on authoritative guidance that defines fair value, establishes a framework consisting of three levels for measuring fair value, and requires disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company’s marketable securities are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. The Company’s derivative liability is classified within Level 3 of the fair value hierarchy because the value is calculated using significant judgment based on the Company’s own assumptions in the valuation of this liability . 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, 2015 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities $ 97,366 $ 97,366 $ — $ — Total assets $ 97,366 $ 97,366 $ — $ — Liabilities: Derivative liability $ 5,520 $ — $ — $ 5,520 Total liabilities $ 5,520 $ — $ — $ 5,520 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 4 . Marketable Securities Marketable securities consisted of the following as of December 31, 2015 (in thousands): December 31, 2015 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: NantKwest common shares $ 10,000 $ 87,366 $ — $ 97,366 On July 27, 2015, NantKwest, Inc., or NantKwest, completed its initial public offering (“IPO”). Prior to the IPO the Company’s investment in NantKwest was accounted for using the cost method and the total investment of $10.0 million was classified as part of investments in common stock on the Company’s consolidated balance sheets. The common shares were subject to restrictions in a lock-up agreement through December 27, 2015 as well as limitations under Rule 144 of the Securities Act of 1933. As these were short term restrictions, the Company did not apply a marketability discount. The Company recorded an unrealized gain of $73.6 million, representing the difference between the $10.0 million cost basis and the estimated fair value net of tax as of December 31, 2015, as accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet and as a change in unrealized gains and losses on marketable securities in the Company’s consolidated statements of comprehensive income (loss). The Company’s investment in NantKwest, Inc. will be revalued on each balance sheet date. The fair value of the Company’s holdings in NantKwest at December 31, 2015 is a Level 1 measurement. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consisted of the following as of December 31, 2015 and 2014 (in thousands): December 31, 2015 2014 Furniture and fixtures 282 91 Office equipment 128 92 Lab equipment 7,519 3,695 Leasehold improvements 2,034 86 9,963 3,964 Less accumulated depreciation (2,717 ) (1,687 ) $ 7,246 $ 2,277 Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $1,134, $754 and $454, respectively. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2015 | |
Investments [Abstract] | |
Investment | 6. Investments As of December 31, 2015 and 2014 $112.0 million $10.0 million CARgenix I n August 2015, the Company and TNK Therapeutics, Inc. (“TNK”), its subsidiary entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with CARgenix Holdings LLC (“CARgenix”) and the members of CARgenix (the “Members”) pursuant to which the Members sold all of their membership interests in CARgenix to TNK for: (1) a cash payment of $100.00, and (2) $6.0 million in shares of TNK Class A common stock, subject to adjustment in certain circumstances, to be issued to the Members upon a financing resulting in gross proceeds (individually or in the aggregate) to TNK of at least $50.0 million (a “Qualified Financing”). In the event a Qualified Financing does not occur by March 15, 2016 or TNK does not complete an initial public offering of shares of its capital stock by March 31, 2016, in lieu of receiving shares of TNK pursuant to the acquisition, the Members shall receive an aggregate of 309,917 shares of Company common stock, subject to adjustment in certain circumstances. The Membership Interest Purchase Agreement further provides that 20% of the shares of TNK or the Company’s, as applicable, issuable to the Members shall be held in escrow to secure certain post-closing adjustment and indemnification rights of TNK for a period of 12 months following the closing of the transaction. The aggregate purchase price of $6.0 million was recognized as acquired in-process research and development expense in the consolidated statement of operations. BDL In August 2015, the Company and TNK entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with BDL Products, Inc. (“BDL”) and the stockholders of BDL (“Stockholders”) pursuant to which the Stockholders sold all of their shares of capital stock in BDL to TNK for: (1) a cash payment of $100.00, and (2) $6.0 million in shares of TNK Class A common stock, subject to adjustment in certain circumstances, to be issued to the Stockholders upon a Qualified Financing. In the event a Qualified Financing does not occur by March 15, 2016 or TNK does not complete an initial public offering of shares of its capital stock by March 31, 2016, in lieu of receiving shares of TNK pursuant to the acquisition, the Stockholders shall receive an aggregate of 309,917 shares of Company common stock, subject to adjustment in certain circumstances. The Stock Purchase Agreement further provides that 20% of the shares of TNK or the Company’s, as applicable, issuable to the Stockholders shall be held in escrow to secure certain post-closing adjustment and indemnification rights of TNK for a period of 12 months following the closing of the transaction. The aggregate purchase price of $6.0 million was recognized as acquired in-process research and development expense in the consolidated statement of operations. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2015 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity Method Investments | 7. Equity Method Investments NANTibody In April 2015, the Company and NantCell, Inc., or NantCell, a wholly-owned subsidiary of NantWorks, Inc., a private company owned by Dr. Patrick Soon-Shiong, an affiliate of the Company, established a new joint venture called Immunotherapy NANTibody, LLC, or 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, or NantPharma, contribute its portion of the initial joint funding of $40.0 million to NANTibody from the proceeds of the sale of IgDraSol. NANTibody will focus on accelerating the development of multiple immuno-oncology monoclonal antibodies (mAbs) for the treatment of cancer, including but not limited to anti-PD-1, anti-PD-L1, anti-CTLA4 mAbs, and other immune-check point antibodies as well as antibody drug conjugates (ADCs) and bispecific antibodies. The Company is accounting for its interest in NANTibody as an equity method investment, due to the significant influence the Company has over the operations of NANTibody through its board representation and 40% voting interest. The Company’s investment in NANTibody is reported in equity method investments on its consolidated balance sheets and its share of NANTibody’s loss is recorded in loss on equity investments on its consolidated statement of operations. As of December 31, 2015, the carrying value of the Company’s investment in NANTibody was approximately $40 million. NANTibody recorded a net loss of $95 for the period from its inception in April 2015 through September 30, 2015. The Company recorded its portion of loss from NANTibody in loss on equity investments on its consolidated statement of operations for the year ended December 31, 2015. As of September 30, 2015, NANTibody had $100.0 million in current assets and $95 in current liabilities. NantStem In July 2015, the Company and NantBioScience, Inc., or NantBioScience, a wholly-owned subsidiary of NantWorks, established a new joint venture called NantCancerStemCell, LLC, or 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. In the fourth quarter of 2015, the Company determined it had an other-than-temporary decline in the value of NantStem and recognized a loss of $4.0 million in loss on equity investments on its consolidated statement of operations for the year ended December 31, 2015. 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, 2015, the carrying value of the Company’s investment in NantStem was approximately $18.2 million. NantStem recorded a net loss of $15 for the period from its inception in July 2015 through September 30, 2015. The Company recorded its portion of loss from NantStem in loss on equity investments on its consolidated statement of operations for the year ended December 31, 2015. As of September 30, 2015, NantStem had $80.0 million in current assets and $15 in current liabilities. |
Sale of IgDraSol
Sale of IgDraSol | 12 Months Ended |
Dec. 31, 2015 | |
Gain Loss On Sale Of Investments [Abstract] | |
Sale of IgDraSol | 8. Sale of IgDraSol On July 8, 2015, the Company consummated the previously announced sale to NantPharma of its equity interests in IgDraSol, Inc., its wholly-owned subsidiary and the holder of the rights to Cynviloq, a polymeric micelle based Cremophor free paclitaxel injectable finished formulation. Pursuant to the Agreement, NantPharma paid the Company an upfront payment of $90.05 million, of which $60.0 million was paid to NANTibody and NantStem by NantPharma on the Company’s behalf to fund the Company’s joint ventures. In addition, the Company will be entitled to receive up to $620 million in regulatory milestone payments and up to $600 million in sales milestone payments should certain events occur. The Company will also receive specified additional per unit payments in excess of cost of supply from total unit sales. In addition, during the first three years after closing, the Company has the option to co-develop and/or co-market Cynviloq on terms to be negotiated. Upon the closing of the sale agreement in July 2015, a specified development milestone in the Agreement and Plan of Merger between the Company and IgDraSol, Inc. dated September 9, 2013, was satisfied and the Company issued 1,306,272 shares to former IgDraSol stockholders. At the time of the IgDraSol acquisition, the Company estimated that the probability of achieving these development milestones was remote and therefore the Company did not assign any value to these milestones. The Company recorded the following amounts in the third quarter of 2015, resulting in a net gain of $69.3 million on the sale of the IgDraSol assets calculated as the difference between the non-contingent consideration and the net carrying amount of the assets and liabilities assumed or extinguished. The following sets forth the calculation of the gain on sale as of the closing (in thousands): Amount Non-contingent cash consideration received $ 90,050 Net intangible assets sold (17,193 ) Allocated goodwill (3,415 ) Extinguished employee liabilities and estimated transaction costs (168 ) Gain on sale of IgDraSol, net $ 69,274 The net gain on the sale of the IgDraSol assets may be adjusted in future periods by contingent consideration based upon the achievement of pre-determined regulatory and revenue milestones. In determining the gain on sale, $3,415 of goodwill was allocated on a relative fair value basis comparing the fair value of the IgDraSol business to the fair value of the Company. Pre-tax loss for IgDraSol for the years ended December 31, 2015, 2014 and 2013 were $(8,375), $(13,489) and $(2,388), respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets As of December 31, 2015 and 2014, the Company had goodwill of $20,626 and $24,041, respectively. The Company performed a qualitative test for goodwill impairment as of December 31, 2015. 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 year ended December 31, 2015 and 2014. The following is a summary of changes in the Company’s recorded goodwill during the year ended December 31, 2015 (in thousands): Amount Balance at December 31, 2014 $ 24,041 Relative fair value allocation of goodwill attributable to IgDraSol upon sale to NantPharma (3,415 ) Balance as December 31, 2015 $ 20,626 The Company’s intangible assets, excluding goodwill, include acquired license and patent rights, core technologies and customer relationships. Amortization for the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives. A summary of the Company’s identifiable intangible assets as of December 31, is as follows (in thousands): December 31, 2015 Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships $ 1,320 $ 536 $ 784 Acquired technology 3,410 358 3,052 Patent rights 90 14 76 Total intangible assets $ 4,820 $ 908 $ 3,912 December 31, 2014 Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships $ 1,320 $ 272 $ 1,048 Acquired technology 3,410 182 3,228 Patent rights 90 9 81 Total intangible assets $ 4,820 $ 463 $ 4,357 As of December 31, 2015, the remaining weighted average life for identifiable intangible assets is 15 years. Patent rights are stated at cost and amortized on a straight-line basis over the estimated useful lives of the assets, determined to be approximately nineteen years from the date of transfer of the rights to the Company in April 2013. Amortization expense for the years ended December 31, 2015 and 2014 was $5 and $5, respectively, which has been included in intangibles amortization. Acquired technology is stated at cost and amortized on a straight-line basis over the estimated useful lives of the assets, determined to be approximately nineteen years from the date of acquisition of the technology in December 2013. Amortization expense for the years ended December 31, 2015 and 2014 was $176 and $176, respectively, which has been included in intangibles amortization. Customer relationships are stated at cost and amortized on a straight-line basis over the estimated useful lives of the assets, determined to be approximately five years from the date of acquisition in December 2013. Amortization expense for the years ended December 31, 2015 and 2014 was $264 and $264, respectively, which has been included in intangibles amortization. Estimated future amortization expense related to intangible assets at December 31, 2015 is as follows (in thousands): Years Ending December 31, Amount 2016 $ 445 2017 445 2018 436 2019 181 2020 181 Thereafter 2,224 Total $ 3,912 |
Significant Agreements and Cont
Significant Agreements and Contracts | 12 Months Ended |
Dec. 31, 2015 | |
Significant Agreements And Contracts [Abstract] | |
Significant Agreements and Contracts | 10. Significant Agreements and Contracts License Agreement with The Scripps Research Institute In January 2010, the Company entered into a license agreement, or the TSRI License, with The Scripps Research Institute, or TSRI. Under the TSRI License, TSRI granted the Company an exclusive, worldwide license to certain TSRI patent rights and materials based on quorum sensing for the prevention and treatment of Staphylococcus aureus (“Staph”) infections, including Methicillin-resistant Staph. In consideration for the license, the Company: (i) issued TSRI a warrant for the purchase of common stock, (ii) agreed to pay TSRI a certain annual royalty commencing in the first year after certain patent filing milestones are achieved, (iii) agreed to pay a royalty on any sales of licensed products by the Company or its affiliates and a royalty for any revenues generated by the Company through its sublicense of patent rights and materials licensed from TSRI under the TSRI License. The TSRI License requires the Company to indemnify TSRI for certain breaches of the agreement and other matters customary for license agreements. The parties may terminate the TSRI License at any time by mutual agreement. In addition, the Company may terminate the TSRI License by giving 60 days’ notice to TSRI and TSRI may terminate the TSRI License immediately in the event of certain breaches of the agreement by the Company or upon the Company’s failure to undertake certain activities in furtherance of commercial development goals. Unless terminated earlier by either or both parties, the term of the TSRI License will continue until the final expiration of all claims covered by the patent rights licensed under the agreement. For the years ended December 31, 2015, 2014 and 2013, the Company recorded $123, $142 and $66 in patent prosecution and maintenance costs associated with the TSRI License, respectively. All such costs have been included in general and administrative expenses. The fair value of the warrants to purchase Company common stock, issued in connection with the TSRI License, of $18 was determined using the Black-Scholes valuation model with the following weighted-average assumptions: risk-free interest rate of 2.48%, no dividend yield, expected term of 10 years, and volatility of 102%. The warrants were exercised in February 2015. License Agreement with Mabtech Limited I n August 2015, the Company entered into an exclusive licensing agreement to develop and commercialize multiple prespecified biosimilar and biobetter antibodies from Mabtech Limited. Under the terms of the agreement, the Company will develop and market these four monoclonal antibodies (mAbs) for the North American, European and Japanese market. The Company made an initial license payment of $10.0 million which was recognized as acquired in-process research and development expense in the consolidated statements of operations. The agreement includes additional milestone payments totaling up to $190.0 million payable over the next four years. In February 2016, License Agreement with NantCell In April 2015, the Company and NantCell entered into a license agreement. Under the terms of the agreement the Company granted an exclusive license to NantCell covering patent rights, know-how, and materials related to certain antibodies, anti-body drug conjugates (ADC) 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, 2015, the Company had not yet provided all of the items noted in the agreement and therefore has recorded the entire upfront payment and value of the equity interest received as deferred revenue. The Company will recognize the upfront payment and the value of the equity interest received over the expected license period of approximately ten years on a straight line basis. 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 will be carried at cost in the consolidated balance sheets and evaluated for other-than-temporary impairment on a quarterly basis. NIH Grants In July 2011, the NIAID awarded the Company a second Advanced Technology Small Business Technology Transfer Research (STTR) grant to support the Company’s program to generate and develop antibody therapeutics and vaccines to combat C. difficile infections, or the C. difficile Grant award. The project period for the Phase I C. difficile Grant award covered a two-year period which commenced in June 2011 and ended in June 2013, with the total grant award of $600. During the years ended December 31, 2015, 2014 and 2013, the Company recorded $0, $0 and $144 of revenue associated with the C. difficile Grant award, respectively. In June 2012, the NIAID awarded the Company a third Advanced Technology STTR grant to support the Company’s program to generate and develop novel human antibody therapeutics to combat Staph infections, including Methicillin-resistant Staph, or the Staph Grant II award. The project period for the Phase I grant covers a two-year period which commenced in June 2012, with a total grant award of $600. During the years ended December 31, 2015, 2014 and 2013, the Company recorded $0, $150 and $308 of revenue associated with the Staph Grant II award, respectively. In June 2014, the NIAID awarded the Company a Phase II STTR grant to support the advanced preclinical development of human bispecific antibody therapeutics to prevent and treat Staphylococcus aureus S. aureus S. aureus In June 2014, the NIAID awarded the Company a Phase I STTR grant entitled “Anti-Pseudomonas Immunotherapy and Targeted Drug Delivery.” This grant will support the preclinical development of novel anti- Pseudomonas aeruginosa P. aeruginosa In July 2014, the National Cancer Institute (NCI), a division of the NIH, awarded the Company a Phase I STTR grant, entitled “Targeting of Myc-Max Dimerization for the Treatment of Cancer.” This grant will support the preclinical development of the Myc inhibitor, which interferes with the protein-protein interaction (PPI) between Myc and its obligatory dimerization partner, Max, preventing sequence-specific binding to DNA and subsequent initiation of oncogenic transformation. The project period for this Phase I grant covers a one-year period which commenced in August 2014, with total funds available of approximately $225. During the years ended December 31, 2015 and 2014, the Company recorded $139 and $86 of revenue associated with the Phase I Myc grant award, respectively. In August 2014, the National Heart, Lung, and Blood Institute (NHBLI), a division of the NIH awarded the Company a Phase I Small Business Technology Transfer (SBIR) grant entitled “Human Anti-WISP-1 Antibodies for Treatment of Idiopathic Pulmonary Fbrosis.” This grant will advance the Company’s immunotherapy targeting WNT-1 Inducible Signaling Protein-1(WISP1) for the treatment of Idiopathic Pulmonary Fibrosis (IPF). WISP1 is a protein that has been shown to be upregulated in IPF, linked to key growth factors, cellular proliferation, hyperplasia and is correlated with late stage cancers. IPF is a fatal disease which results in progressive loss of lung function due to fibrosis of the lungs. The project period for this Phase I grant covers a one-year period which commenced in August 2014, with total funds available of approximately $225. During the years ended December 31, 2015 and 2014, the Company recorded $156 and $5 of revenue associated with the Phase I WISP1 grant award, respectively. |
Loan and Security Agreement
Loan and Security Agreement | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | 11. Loan and Security Agreement In September 2013, the Company entered into a $5.0 million loan and security agreement with two banks pursuant to which: (i) the lenders provided the Company a term loan which was funded at closing, (ii) the Company repaid its then outstanding equipment loan balance of $762, and (iii) the lenders received a warrant to purchase an aggregate 31,250 shares of the Company’s common stock at an exercise price of $8.00 per share exercisable for seven years from the date of issuance. The value of the warrants, totaling $215, was recorded as debt discount and additional paid-in capital. In March 2014, the Company entered into an amended and restated loan and security agreement, increasing the September 2013 facility to $12.5 million from $5.0 million, with the same two banks. Such loan was funded at closing and is secured by a lien covering substantially all of the Company’s assets, excluding intellectual property, which is subject to a negative pledge. In October 2014, the Company entered into a second amendment to its amended and restated loan and security agreement to extend the interest only payments on the outstanding amount of the loan from October 1, 2014 to May 1, 2015, after which equal monthly payments of principal and interest are due until the loan maturity date of September 30, 2017. The amended and restated loan interest rate is 7.95% per annum, and the Lenders received additional warrants to purchase an aggregate of 34,642 shares of the Company’s common stock at an exercise price of $12.99 per share, exercisable for seven years from the date of issuance. The value of the warrants, totaling $322, was recorded as debt discount and additional paid-in capital. At the Company’s option, it may prepay all of the outstanding principal balance, subject to certain pre-payment fees ranging from 1% to 3% of the prepayment amount. In the event of a final payment of the loans under the loan agreement at maturity or upon any prepayment, the Company is obligated to pay the amortized portion of the final fee of $781. The Company is also subject to certain affirmative and negative covenants under the loan agreement, including limitations on its ability to: undergo certain change of control events; convey, sell, lease, license, transfer or otherwise dispose of any equipment financed by loans under the loan agreement; create, incur, assume, guarantee or be liable with respect to indebtedness, subject to certain exceptions; grant liens on any equipment financed under the loan agreement; and make or permit any payment on specified subordinated debt. In addition, under the loan agreement, subject to certain exceptions, the Company is required to maintain with the lender its primary operating, other deposit and securities accounts. Long-term debt and unamortized discount balances are as follows (in thousands): Face value of amended and restated loan $ 9,406 Fair value of all warrants (536 ) Accretion of debt discount 359 Balance at December 31, 2015 $ 9,229 Future minimum payments under the loan and security agreement are as follows (in thousands): Year Ending December 31, 2016 5,497 2017 4,579 Total future minimum payments 10,076 Unamortized interest (671 ) Debt discount (176 ) Total minimum payment 9,229 Current portion (4,835 ) Long-term debt $ 4,394 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Common Stock In February 2015, the TSRI warrant was exercised resulting in the issuance of 3,563 shares. In July 2015, u pon the closing of the sale of IgDraSol, Inc., a specified development milestone in the Agreement and Plan of Merger between the Company and IgDraSol, Inc. dated September 9, 2013, was satisfied and the Company issued 1,306,272 shares to former IgDraSol stockholders. Stock Incentive Plans 2009 Non-Employee Director Grants In September 2009, prior to the adoption of the 2009 Stock Incentive Plan, the Company’s Board of Directors approved the reservation and issuance of 8,000 nonstatutory stock options to the Company’s non-employee directors. The outstanding options vested on the one year anniversary of the vesting commencement date in October 2010, and are exercisable for up to 10 years from the grant date. No further shares may be granted under this plan and, as of December 31, 2015, 3,200 options were outstanding. The following table summarizes stock option activity as of December 31, 2015, 2014 and 2013, and the changes for the years then ended: Options Outstanding Weighted- Average Exercise Price Outstanding at December 31, 2012 3,200 $ 1.12 Options Granted — — Options Canceled — — Options Exercised — — Outstanding at December 31, 2013 3,200 $ 1.12 Options Granted — — Options Canceled — — Options Exercised — — Outstanding at December 31, 2014 3,200 $ 1.12 Options Granted — — Options Canceled — — Options Exercised — — Outstanding, Vested and Exercisable at December 31, 2015 3,200 $ 1.12 2009 Stock Incentive Plan In October 2009, the Company’s stockholders approved the 2009 Stock Incentive Plan. In June 2014, the Company’s stockholders approved, among other items, the amendment and restatement of the 2009 Stock Incentive Plan, or the Stock Plan, to increase the number of common stock authorized to be issued pursuant to the Stock Plan to 3,760,000. Such shares of the Company’s common stock are reserved for issuance to employees, non-employee directors and consultants of the Company. The Stock Plan provides for the grant of incentive stock options, non-incentive stock options, stock appreciation rights, restricted stock awards, unrestricted stock awards, restricted stock unit awards and performance awards to eligible recipients. Recipients of stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The maximum term of options granted under the Stock Plan is ten years. There are various vesting schedules, however, employee option grants will generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years. The vesting schedules for grants to non-employee directors and consultants will be determined by the Company’s Compensation Committee. Stock options are generally not exercisable prior to the applicable vesting date, unless otherwise accelerated under the terms of the applicable stock plan agreement. The following table summarizes stock option activity as of December 31, 2015, 2014 and 2013, and the changes for the years then ended (in thousands, except for share amounts): Options Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2012 416,400 $ 3.75 $ 55 Options Granted 650,200 $ 8.19 Options Canceled (15,200 ) $ 3.92 Options Exercised (7,300 ) $ 2.35 Outstanding at December 31, 2013 1,044,100 $ 6.52 $ 1,860 Options Granted 1,577,000 $ 3.38 Options Canceled (325,300 ) $ 11.38 Options Exercised (64,000 ) $ 4.76 Outstanding at December 31, 2014 2,231,800 $ 6.34 $ 8,323 Options Granted 1,378,600 $ 12.03 Options Canceled (376,072 ) $ 6.84 Options Exercised (276,712 ) $ 6.14 Outstanding at December 31, 2015 2,957,616 $ 8.95 $ 4,506 The aggregate intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 were $2,411, $230 and $34, 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, 2015 2014 2013 Weighted-average grant date fair value $ 12.03 $ 3.38 $ 8.19 Dividend yield — — — Volatility 75 % 76 % 87 % Risk-free interest rate 1.67 % 1.87 % 1.68 % Expected life of options 6.1 years 6.1 years 6.1 years The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Due to the Company’s limited historical data, the estimated volatility incorporates the historical and implied volatility of comparable companies whose share prices are publicly available. The risk-free interest rate assumption was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. The total employee and director stock-based compensation recorded as operating expenses was $5,198, $2,796 and $1,545 for the years ended December 31, 2015, 2014 and 2013, respectively. The total unrecognized compensation cost related to unvested employee and director stock option grants as of December 31, 2015 was $7,451 and the weighted average period over which these grants are expected to vest is 2.6 years. The Company records equity instruments issued to non-employees as expense at their fair value over the related service period as determined in accordance with the authoritative guidance and periodically revalues the equity instruments as they vest. Stock-based compensation expense related to non-employee consultants recorded as operating expenses was $1,481, $678, and $244 for the years ended December 31, 2015, 2014 and 2013, respectively. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following at December 31, 2015: Common stock warrants outstanding under the underwriters agreement 182,600 Common stock warrants outstanding under the loan and security agreement 65,892 Common stock warrants outstanding under the Cambridge securities agreement 1,724,138 Common stock options outstanding under the Non-Employee Director Plan 3,200 Authorized for future grant or issuance under the 2009 Stock Incentive Plan 439,172 Issuable under BDL and CARgenix acquisition agreements 619,834 Issuable under assignment agreement based upon achievement of certain milestones 80,000 3,114,836 2015 Stock Option Plans In May 2015, the Company’s subsidiary TNK Therapeutics, Inc., or TNK, adopted the TNK 2015 Stock Option Plan and reserved 10.0 million shares of TNK class A common stock and awarded 3.6 million options to certain Company personnel, directors and consultants under such plan. In November 2015, TNK awarded 0.5 million options to certain Company personnel. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2015, 2.6 million options were outstanding. In May 2015, TNK granted a warrant to the Company’s CEO to purchase 9.5 million shares of TNK class B common stock which have 10 to 1 voting rights. Warrant shares totaling 4.0 million are exercisable evenly over forty months and the remaining warrant shares are exercisable if certain defined events occur within four years from date of issuance at an initial exercise price of $0.01 per share. The exercise price of the warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. In May 2015, the Company’s subsidiary LA Cell, Inc., or LA Cell, adopted the LA Cell 2015 Stock Option Plan and reserved 10.0 million shares of LA Cell class A common stock and awarded 2.9 million options to certain Company personnel, directors and consultants under such plan. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2015, 1.7 million options were outstanding. In May 2015, LA Cell granted a warrant to the Company’s CEO to purchase 9.5 million shares of LA Cell class B common stock which have 10 to 1 voting rights. Warrant shares totaling 4.0 million are exercisable evenly over forty months and the remaining warrant shares are exercisable if certain defined events occur within four years from date of issuance at an initial exercise price of $0.01 per share. The exercise price of the warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. In October 2015, the Company’s subsidiary Concortis Biosystems, Corp., or CBC, adopted the CBC 2015 Stock Option Plan and reserved 10.0 million shares of CBC class A common stock and awarded 1.8 million options to certain Company personnel, directors and consultants under such plan. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2015, 1.8 million options were outstanding. In October 2015, CBC granted a warrant to the Company’s CEO to purchase 9.5 million shares of CBC class B common stock which have 10 to 1 voting rights. Warrant shares totaling 4.0 million are exercisable evenly over forty months and the remaining warrant shares are exercisable if certain defined events occur within four years from date of issuance at an initial exercise price of $0.25 per share. The exercise price of the warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. In October 2015, the Company’s subsidiary Scintilla Pharmaceuticals, Inc., or Scintilla, adopted the Scintilla 2015 Stock Option Plan and reserved 10.0 million shares of Scintilla class A common stock and awarded 2.1 million options to certain Company personnel, directors and consultants under such plan. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2015, 1.0 million options were outstanding. In October 2015, Scintilla granted a warrant to the Company’s CEO to purchase 9.5 million shares of Scintilla class B common stock which have 10 to 1 voting rights. Warrant shares totaling 4.0 million are exercisable evenly over forty months and the remaining warrant shares are exercisable if certain defined events occur within four years from date of issuance at an initial exercise price of $0.01 per share. The exercise price of the warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. In October 2015, the Company’s subsidiary Sorrento Biologics, Inc., or Biologics, adopted the Biologics 2015 Stock Option Plan and reserved 10.0 million shares of Biologics class A common stock and awarded 2.6 million options to certain Company personnel, directors and consultants under such plan. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2015, 1.4 million options were outstanding. In October 2015, Biologics granted a warrant to the Company’s CEO to purchase 9.5 million shares of Biologics class B common stock which have 10 to 1 voting rights. Warrant shares totaling 4.0 million are exercisable evenly over forty months and the remaining warrant shares are exercisable if certain defined events occur within four years from date of issuance at an initial exercise price of $0.01 per share. The exercise price of the warrant is subject to customary adjustment provisions for stock splits, stock dividends, recapitalizations and the like. The total director stock-based compensation recorded as operating expenses by the Company for TNK, LA Cell, CBC, Scintilla and Biologics for the year ended December 31, 2015 was $140. Total unrecognized stock-based compensation expense related to unvested director stock option and warrant grants for these entities as of December 31, 2015 was $534, and the weighted-average period over which these grants are expected to vest is approximately 3.5 years. The Company records equity instruments issued to non-employees as expense at their fair value over the related service period as determined in accordance with the authoritative guidance and periodically revalues the equity instruments as they vest. Stock based compensation expense related to non-employee consultants recorded as operating expenses by the Company for TNK, LA Cell, CBC, Scintilla and Biologics for the year ended December 31, 2015 was $97. The weighted-average assumptions used in the Black-Scholes option and warrant pricing model used by TNK, LA Cell, CBC, Scintilla and Biologics to determine the fair value of stock option grants for directors and non-employee consultants were as follows: expected dividend yield – 0%, risk-free interest rate – 1.39% to 2.24%, expected volatility – 76% to 77%, and expected term of 4.0 to 6.1 years. 2014 Stock Option Plan In May 2014, the Company’s subsidiary Ark Animal Health, Inc., or Ark, adopted the Ark 2014 Stock Option Plan and reserved and awarded 600,000 options to certain directors and consultants under such plan. Stock options granted under such plan typically vest a portion immediately upon grant and the remaining options over one year from the grant date and will have a contractual term of ten years. As of December 31, 2015, 351,000 options were outstanding. The total director and consultant stock-based compensation recorded as operating expenses by the Company for Ark for the years ended December 31, 2015 and 2014 was $56 and $466, respectively. No unrecognized stock-based compensation expense related to unvested stock option grants existed as of December 31, 2015. The weighted-average assumptions used in the Black-Scholes option pricing model used by Ark to determine the fair value of stock option grants for the year ended December 31, 2015 were: expected dividend yield – 0%, risk-free interest rate – 1.94% to 2.27%, expected volatility – 75% to 78%, and expected term of 6.08 to 10 years, and for the year ended December 31, 2014 were: expected dividend yield – 0%, risk-free interest rate – 1.94% to 2.60%, expected volatility – 75% to 78%, and expected term of 6.08 to 10 years. |
Investment in Variable Interest
Investment in Variable Interest Entity | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Investment in Variable Interest Entity | 13. Investment in Variable Interest Entity The Company’s consolidated financial statements include the financial results of LA Cell, Inc. (“LA Cell”), a consolidated subsidiary of the Company and a variable interest entity in which the Company is the primary beneficiary. In September 2015, LA Cell exclusively licensed certain technology from City of Hope. The technology includes cell-penetrating antibody therapies that enables modified monoclonal antibodies (mAbs) to penetrate into cells and target disease-causing molecules. Utilizing mAbs derived from the Company's antibody portfolio, LA Cell is focused on developing therapies against important oncology targets, including but not limited to c-MYC, mutated KRAS, STAT3, and FoxP3. Pursuant to the license agreement, LA Cell made a $2.0 million upfront payment to City of Hope and will pay an additional initial payment of $3.0 million to City of Hope by March 25, 2016, as well as license maintenance fees over the next six years. The license agreement also provides for development and sales milestone payments and royalties based on net sales, as defined in the license agreement. In addition, pursuant the license agreement, LA Cell issued to City of Hope 2,648,948 shares of its Class C Common Stock. Upon the formation of LA Cell, the Company held all of the outstanding stock of LA Cell. As of December 31, 2015, the Company held an aggregate of approximately a 48% ownership of outstanding shares but which include a majority of the voting rights. For the year ended December 31, 2015, LA Cell recognized $2.0 million in acquired in-process research and development expense, $6.0 million in non-compete consulting expense, $125 in R&D consulting expense and incurred minimal general and administrative expenses which are included in the Company’s consolidated statements of operations. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 14. Derivative Liability On October 13, 2015, the Company wrote a call option to Cambridge Equities, LP (Cambridge), a related party, on up to 2.0 million shares of NantKwest, Inc., (NantKwest) common stock held by the Company (the Option Agreement). As of December 31, 2015, the Company holds approximately 5.6 million shares of common stock of NantKwest, par value $.0001 per share, which is classified as available-for-sale and reported in its consolidated financial statements as marketable securities. The Option Agreement gives Cambridge the right to purchase up to 2.0 million shares at a price of $15.295 per share from time to time in the first quarter of 2016. There is no contractual option premium associated with this Option Agreement. The Option Agreement is a derivative as defined in ASC 815 and is recognized at fair value every reporting period the Option Agreement is in effect, with changes in fair value recognized in current operations. For the year ended December 31, 2015 the Company recorded a loss of $3,360 on the derivative liability. As of December 31, 2015 a derivative liability of $5,520 was recorded on the Company’s consolidated balance sheets . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Litigation In the normal course of business, the Company may be named as a defendant in one or more lawsuits. The Company is not a party to any outstanding material litigation and management is currently not aware of any pending material lawsuits. Operating Leases The Company currently leases in San Diego, California approximately 43,000 square feet of corporate office and laboratory space, approximately 6,350 square feet of laboratory and office space at a second location and approximately 5,000 square feet of laboratory space at a third location. The Company also leases approximately 1,800 square feet of office space in Cary, North Carolina, under a lease which expires in March 2016, and the Company does not plan on renewing the lease. The Company’s lease agreements in San Diego, as amended, for its corporate office and laboratory space, its second laboratory and office space and its third laboratory space, expire in December 2025, June 2018 and March 2016, respectively. For all leased properties the Company has provided a total security deposit of $381 to secure its obligations under the various leases, which has been included in prepaid and other assets. Minimum future non-cancelable annual operating lease obligations are as follows for the years ending December 31 (in thousands): 2016 $ 1,726 2017 1,687 2018 1,636 2019 1,584 2020 1,623 Thereafter 8,381 $ 16,637 Rental expense paid for the years ended December 31, 2015, 2014 and 2013 under the above leases totaled $1,630, $513 and $198, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The components of the provision expense (benefit) were as follows for the years ended December 31, 2015, 2014 and 2013 (in thousands): 2015 2014 2013 Current: Federal $ 2,500 $ — $ — State 621 — — 3,121 — — Deferred: Federal 32,378 (1,324 ) — State 815 (378 ) — Totals $ 36,314 $ (1,702 ) $ — 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, 2015 and 2014 (in thousands): 2015 2014 Deferred tax assets: Amortization of intangibles $ 12,130 $ — Deferred revenue 39,594 — Derivative liability 1,267 — Tax credit carryforwards 2,737 — Net operating loss carryforwards and credits 1,247 23,927 Stock based compensation 2,493 1,606 Accrued expenses and other 636 (183 ) Total deferred tax assets 60,104 25,350 Less valuation allowance (39,605 ) (25,350 ) Total deferred tax assets 20,499 — Deferred tax liabilities: Amortization of intangibles — — Depreciation (900 ) — Investment in common stock (35,995 ) — Marketable securities (32,945 ) — Other — (1,709 ) Net deferred tax liabilities $ (49,341 ) $ (1,709 ) During November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes The reconciliation between US federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31 (in thousands): 2015 2014 Income tax expense (benefit) at federal statutory rate $ (4,740 ) (1,702 ) State, net of federal tax benefit (367 ) $ — Other permanent differences 34 — Incentive stock compensation 708 — IgDraSol transaction 2,055 — Other (71 ) — Acquired in-process research and development 2,263 — Change in State rate (62 ) — Research tax credits (3,141 ) — Uncertain tax positions 1,836 — Change in valuation allowance 37,799 — Income tax provision $ 36,314 $ (1,702 ) 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 $39,605 against its deferred tax assets as of December 31, 2015. 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, 2015, the Company had net operating loss carryforward of approximately $22.1 million for state income tax purposes. These may be used to offset future taxable income and will begin to expire in varying amounts in 2027 to 2034. The Company also has research and development credits of approximately $2.2 million and $1.5 million for federal and state income taxes purposes, respectively. The federal credits may be used to offset future taxable income and will begin to expire in varying amounts in 2029 to 2033. The state credits may be used to offset future taxable income, such credits carryforward indefinitely. The Company is subject to taxation in the U.S. and California jurisdictions and potentially, foreign jurisdictions outside the U.S., in conjunction with our transactions and activities. Currently, no historical years are under examination. The Company's tax years starting in December 31, 2007 through December 31,2015 are open and subject to examination by the U.S. and state taxing authorities due to the carryforward of utilized net operating losses and research and development credits. The Company adopted the provisions of ASC 740 regarding uncertain tax positions on January 1, 2009. Under ASC 740, the impact of an uncertain income tax position taken on a tax return must be recognized at the largest amount that is cumulatively “more likely than not” to be sustained upon audit by relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. A reconciliation of the beginning and ending amount of unrecognized tax expense (benefits) is as follows (in thousands): Amount Unrecognized tax benefits balance at December 31, 2014 $ — Increase related to current year tax positions 1,836 Decrease related to current year tax positions — Settlements — Lapse in statute of limitations — Unrecognized tax benefits balance at December 31, 2015 $ 1,836 Included in the balance of unrecognized tax benefits at December 31, 2015, are $1.8 million of tax benefits that, if recognized, would affect the effective tax rate. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. Interest of $0 has been recognized as of and for the period ended December 31, 2015. The Company believes that no material amount of the liabilities for uncertain tax positions will expire within 12 months of December 31, 2015. |
Related Party Agreements and Ot
Related Party Agreements and Other | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Agreements and Other | 17. Related Party Agreements and Other During the years ended December 31, 2015, 2014 and 2013, the Company purchased products totaling $634, $626 and $0, respectively, from Levena Biopharma Co., LTD (Levena), a Chinese Corporation. The Company’s former Senior Vice President and Head of Antibody Drug Conjugates was one of the owners of Levena. In December 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Cambridge Equities, an affiliated entity of Dr. Patrick Soon-Shiong (the “Investor”) pursuant to which the Company agreed to issue and sell to the Investor an aggregate of approximately 7.2 million shares of the Company’s common stock at a price of $5.80 per share for an aggregate purchase price of $41.7 million. In connection with the Purchase Agreement, the Investor received a warrant to purchase approximately 1.7 million shares of the Company’s Common Stock. The warrant is exercisable for a period of three years from the date of issuance at an initial exercise price of $5.80 per share. In December 2014, the Company entered into a joint development and license agreement with Conkwest Inc., which has changed its name to NantKwest, and of which Dr. Patrick Soon-Shiong is a majority owner. In addition, the Company purchased approximately 5.6 million shares of NantKwest common stock for $10.0 million. As described more fully in Notes 7 and 10, during the year ended December 31, 2015, the Company entered into a joint venture called Immunotherapy NANTibody, LLC, with NantCell, a wholly-owned subsidiary of NantWorks, a private company owned by Dr. Patrick Soon-Shiong. In July 2015, the Company contributed its portion of the initial joint funding of $40.0 million to the Immunotherapy NANTibody joint venture. The Company and NantCell have also entered into a license agreement pursuant to which the Company received a $10.0 million upfront license payment and $100.0 million of vested NantCell common stock. As described more fully in Notes 6, 7 and 14, t he In connection with negotiated changes to the structure of NantStem the Company issued a call option on shares of NantKwest that it owned to Cambridge Equities, LP (Cambridge), a related party to the Company and to NantBioScience. As described more fully in Note 8, in May 2015, the Company entered into a stock sale and purchase agreement with NantPharma, a private company owned by NantWorks pursuant to which the Company sold its equity interests in IgDraSol, its wholly-owned subsidiary and holder of the rights to Cynviloq for an upfront payment of $90.05 million and potential regulatory and sales milestones of up to $1.2 billion. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Plan | 18. 401(k) Plan The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company made matching contributions to the 401(k) plan totaling $237, $57 and $0, for the years ended December 31, 2015, 2014 and 2013, respectively. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | 19. 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 2015 December 31, September 30, June 30, March 31, December 31, Revenues $ 1,337 $ 1,103 $ 1,173 $ 977 $ 4,590 Operating costs and expenses $ 18,997 $ 36,738 $ 11,706 $ 11,154 $ 78,595 Net loss attributable to Sorrento $ (26,599 ) $ (2,079 ) $ (10,958 ) $ (10,438 ) $ (50,074 ) Net loss per share - basic and diluted $ (0.62 ) $ (0.03 ) $ (0.30 ) $ (0.29 ) $ (1.24 ) Weighted-average shares 37,770 37,328 36,315 36,206 36,909 Quarter Ended Quarter Ended Quarter Ended Quarter Ended Year Ended 2014 December 31, September 30, June 30, March 31, December 31, Revenues $ 798 $ 1,276 $ 775 $ 976 $ 3,825 Operating costs and expenses $ 10,544 $ 8,407 $ 8,766 $ 10,850 $ 38,567 Net loss attributable to Sorrento $ (8,505 ) $ (7,605 ) $ (8,454 ) $ (10,093 ) $ (34,657 ) Net loss per share - basic and diluted $ (0.26 ) $ (0.27 ) $ (0.33 ) $ (0.44 ) $ (1.30 ) Weighted-average shares 29,636 28,533 25,341 23,051 26,679 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events In February 2016, the Company paid an additional $10.0 million payment for the exclusive licensing agreement to develop and commercialize multiple prespecified and undisclosed biosimilar or biobetter antibodies from Mabtech Limited, a holding company for premier antibody development and manufacturing companies in China. Additional payments totaling $180.0 million, payable upon completion of certain events per the agreement, are payable over the next four years. On March 2, 2016, the Company and Yuhan Corporation, a South Korea company, announced that they have entered into an agreement to form a joint venture company called ImmuneOncia Therapeutics, LLC, to develop and commercialize a number of immune checkpoint antibodies against undisclosed targets for both hematological malignancies and solid tumors. Under the terms of the joint venture agreement, Yuhan will contribute an initial investment of $10.0 million to ImmuneOncia, and the Company will grant ImmuneOncia an exclusive license for one of its immune checkpoint antibodies for specified countries while retaining the rights for US, European, and Japanese markets, as well as global rights for ImmuneOncia to two additional antibodies that will be selected by ImmuneOncia from a group of pre-specified antibodies from the Company’s immuno-oncology antibody portfolio. Yuhan will own 51% of ImmuneOncia, while the Company will hold 49%. Yuhan’s Chief Scientific Officer Dr. Su Youn Nam will be appointed CEO of ImmuneOncia. Closing of the transaction is subject to certain specific and customary closing conditions. Per mutual agreement between the Company and Mike Royal, Executive Vice President of Clinical and Regulatory Affairs, he will be leaving the Company on March 15, 2016, to pursue other interests. Dr. Royal will continue to provide services to the Company under a consulting agreement. In August 2015, TNK and the Company entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with CARgenix Holdings LLC (“CARgenix”) and the members of CARgenix (the “Members”) pursuant to which the Members sold all of their membership interests in CARgenix to TNK for: (1) a cash payment of $100.00, and (2) $6.0 million in shares of TNK Class A common stock, subject to adjustment in certain circumstances, to be issued to the Members upon a financing resulting in gross proceeds (individually or in the aggregate) to TNK of at least $50.0 million (a “Qualified Financing”). In the event a Qualified Financing does not occur by March 15, 2016 (“Qualified Financing Date”), or TNK does not complete an initial public offering of shares of its capital stock by March 31, 2016 (“IPO Date”), in lieu of receiving shares of TNK pursuant to the acquisition, the Members shall receive an aggregate of 309,917 shares of Company common stock, subject to adjustment in certain circumstances. Subsequently, the Company entered into Amendment No. 1 to the Membership Purchase Agreement on March 7, 2016, to extend the Qualified Financing Date to September 15, 2016 and the IPO Date to October 15, 2016. In August 2015, TNK and the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with BDL Products, Inc. (“BDL”) and the stockholders of BDL (“Stockholders”) pursuant to which the Stockholders sold all of their shares of capital stock in BDL to TNK for: (1) a cash payment of $100.00, and (2) $6.0 million in shares of TNK Class A common stock, subject to adjustment in certain circumstances, to be issued to the Stockholders upon a Qualified Financing. In the event a Qualified Financing does not occur by March 15, 2016, or TNK does not complete an initial public offering of shares of its capital stock by March 31, 2016, in lieu of receiving shares of TNK pursuant to the acquisition, the Stockholders shall receive an aggregate of 309,917 shares of Company common stock, subject to adjustment in certain circumstances. In the event a Qualified Financing does not occur by March 15, 2016 (“Qualified Financing Date”), or TNK does not complete an initial public offering of shares of its capital stock by March 31, 2016 (“IPO Date”), in lieu of receiving shares of TNK pursuant to the acquisition, the Members shall receive an aggregate of 309,917 shares of Company common stock, subject to adjustment in certain circumstances. Subsequently, the Company entered into Amendment No. 1 to the Stock Purchase Agreement on March 7, 2016, to extend the Qualified Financing Date to September 15, 2016 and the IPO Date to September 30, 2016. |
Significant Accounting Polici31
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Sorrento Therapeutics, Inc. (NASDAQ: SRNE), together with its subsidiaries (collectively, the “Company”) is a biopharmaceutical company focused on the discovery, acquisition, development and commercialization of proprietary drug therapeutics for addressing significant unmet medical needs worldwide. The Company’s primary therapeutic focus is oncology, including the treatment of chronic cancer pain, but is also developing therapeutic products for other indications, including immunology and infectious diseases. The Company currently has multiple clinical development programs underway: (i) Chimeric Antigen Receptor-T Cell (“CAR-T”) programs for solid tumors, (ii) resiniferatoxin, or RTX, a non-opiate, ultra-potent and selective agonist of the TRPV-1 receptor for intractable pain in end-stage disease, and (iii) its clinical development programs for its biosimilar/biobetter antibodies. The Company’s pipeline also includes preclinical fully human therapeutic monoclonal antibodies (mAbs), including its biosimilars/biobetters, its fully human anti-PD-L1 and anti-PD-1 checkpoint inhibitors derived from its proprietary G-MAB ® ® Through December 31, 2015, the Company had devoted substantially all of its efforts to product development, raising capital and building infrastructure, and had not realized revenues from its planned principal operations. The accompanying consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries and those of a variable interest entity where the Company is the primary beneficiary. 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. The Company’s subsidiary, Sorrento Therapeutics, Inc. Hong Kong Limited, had no operating activity through December 2015. All intercompany balances and transactions have been eliminated in consolidation. In determining whether the Company is the primary beneficiary of an entity, the Company applies a qualitative approach that determines whether it has both (i) the power to direct the economically significant activities of the entity and (ii) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. These considerations impact the way the Company accounts for its existing collaborative relationships and other arrangements. The Company continuously assesses whether it is the primary beneficiary of a variable interest entity as changes to existing relationships or future transactions may result in the Company consolidating or deconsolidating one or more of its collaborators or partners. |
Reverse Stock Split | Reverse Stock Split On July 30, 2013, the Company completed a 1-for-25 reverse split of its common stock. All common shares and per common share amounts in the consolidated financial statements and footnotes have been adjusted retroactively to reflect the effects of this action. |
Liquidity and Going Concern | Liquidity and Going Concern The Company anticipates that it will continue to incur net losses into the foreseeable future as it (i) advances clinical stage product candidates such as bioSimilar/bioBetter antibodies, CAR-T programs and RTX in the clinic and potentially pursues other development, (ii) continues to identify a number of potential mAb and ADC drug candidates and further advances various preclinical and development activities, (iii) advances its product candidates into the clinic, (iv) invests in additional joint ventures or third party collaboration or acquisition agreements, and (v) expands corporate infrastructure, including the costs associated with being a NASDAQ listed public company. Based on currently available resources, the Company believes it has the ability to meet all obligations due over the course of the next twelve months. The Company plans to continue 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. The Company filed a universal shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”), which was declared effective by the SEC in July 2013. The Shelf Registration Statement provides the Company the ability to offer up to $100 million of securities, including equity and other securities as described in the registration statement. After the May 2014 underwritten offering (see Note 6), the Company has the ability to offer up to $36.6 million of additional securities. In November 2014, the Company filed a universal shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC in December 2014. This Shelf Registration Statement provides 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. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows accounting guidance on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: · Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. · Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. · Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The carrying amounts of cash equivalents and marketable securities approximate their fair value based upon quoted market prices. Certain of our financial instruments are not measured at fair value on a recurring basis, but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash, accounts receivable and payable, and other financial instruments in current assets or current liabilities. |
Marketable Securities | Marketable Securities Marketable securities are designated as available-for-sale securities and are accounted for at fair value. Marketable securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Marketable securities that are readily available for use in current operations are classified as short-term available-for-sale securities and are reported as a component of current assets in the accompanying consolidated balance sheets. Marketable securities that are not considered available for use in current operations are classified as long-term available-for-sale securities and are reported as a component of long-term assets in the accompanying consolidated balance sheets. Securities that are classified as available-for-sale are carried at fair value, with temporary unrealized gains and losses reported as a component of stockholders' equity until their disposition. The cost of securities sold is based on the specific identification method. All of the Company’s marketable securities are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. For the year ended December 31, 2015, no other-than-temporary impairment charges were recorded. |
Grants and Accounts Receivable | Grants and Accounts Receivable Grants receivable at December 31, 2015 and 2014 represent amounts due under several federal contracts with the National Institute of Allergy and Infectious Diseases, or NIAID, a division of the National Institutes of Health, or NIH, collectively, the NIH Grants. The Company considers the grants receivable to be fully collectible; accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Accounts receivable at December 31, 2015 and 2014 consists of trade receivables from sales and services provided to certain customers, which are generally unsecured and due within 30 days. Estimated credit losses related to trade accounts receivable are recorded as general and administrative expenses and as an allowance for doubtful accounts within grants and accounts receivable, net. The Company reviews reserves and makes adjustments based on historical experience and known collectability issues and disputes. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for doubtful accounts. As of December 31, 2015 and 2014, the allowance for doubtful accounts was $5 and $33, respectively. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years. Leasehold improvements are amortized over the lesser of the life of the lease or the life of the asset. Repairs and maintenance are charged to expense as incurred. |
Acquisitions and Intangibles | Acquisitions and Intangibles The Company has engaged in business combination activity. The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with each acquisition, as goodwill presents the excess of the purchase price of an acquired business over the fair value of its net tangible and identifiable intangible assets. |
Goodwill and Other Long-Lived Assets | Goodwill and Other Long-Lived Assets Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company proceeds to perform the two-step test for goodwill impairment. The first step involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to determine the amount of loss, which involves comparing the implied fair value of the goodwill to the carrying value of the goodwill. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. The Company performed its annual assessment for goodwill impairment in the fourth quarter of 2015, noting no impairment. The Company evaluates its long-lived and intangible assets with definite lives, such as property and equipment, acquired technology, customer relationships, patent and license rights, for impairment by considering competition by products prescribed for the same indication, the likelihood and estimated future entry of non-generic and generic competition with the same or similar indication and other related factors. The factors that drive the estimate of useful life are often uncertain and are reviewed on a periodic basis or when events occur that warrant review. Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate. There have not been any impairment losses of long-lived assets through December 31, 2015. |
Derivative Liability | Derivative Liability Derivative liabilities are recorded on our consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are exercised or expire, with changes in the fair value between reporting periods recorded as other income or expense. The Company estimates the fair value of derivative liabilities using the Black-Scholes option pricing model. |
Investments in Other Entities | Investments in Other Entities The Company holds a portfolio of investments in equity securities that are accounted for under either the equity method or cost method. Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in loss on equity investments. The Company’s cost method investments are included in investments in common stock on the consolidated balance sheets. The Company’s equity method investments are included in equity method investments on the consolidated balance sheets. All investments are reviewed on a regular basis for possible impairment. If an investment's fair value is determined to be less than its net carrying value and the decline is determined to be other-than-temporary, the investment is written down to its fair value. Such an evaluation is judgmental and dependent on specific facts and circumstances. Factors considered in determining whether an other-than-temporary decline in value has occurred include: the magnitude of the impairment and length of time that the market value was below the cost basis; financial condition and business prospects of the investee; the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery in market value of the investment; issues that raise concerns about the investee's ability to continue as a going concern; any other information that we may be aware of related to the investment. The Company does not report the fair value of its equity investments in non-publicly traded companies because it is not practical to do so. |
Research and Development Costs and Collaborations | Research and Development Costs and Collaborations All research and development costs are charged to expense as incurred. Such costs primarily consist of lab supplies, contract services, stock-based compensation expense, salaries and related benefits. |
Acquired In-Process Research and Development Expense | Acquired In-Process Research and Development Expense The Company has acquired and may continue to acquire the rights to develop and commercialize new drug candidates. The up-front payments to acquire a new drug compound, as well as future milestone payments, 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. |
Income Taxes | Income Taxes . The provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740-10, Uncertainty in Income Taxes, address 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 740-10, we 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. We have determined that we have uncertain tax positions. We account 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. We have 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, 2015, we maintained a full valuation allowance against our deferred tax assets, with the exception of an amount equal to our deferred tax liabilities, which can be expected to reverse over a definite life. |
Revenue Recognition | Revenue Recognition The Company’s revenues are generated primarily from various NIH grant awards, and from the sale of customized reagents and the provision of contract development services. The revenue from the NIH grant awards is based upon subcontractor and internal costs incurred that are specifically covered by the grant, and where applicable, a facilities and administrative rate that provides funding for overhead expenses. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs internal expenses that are related to the grant. Revenues from sales are generated from the sale of customized reagents which include industrial standard cytotoxins, linkers, and linker-toxins used for preparing ADCs. Contract development services include providing synthetic expertise to customer’s synthesis by delivering proprietary cytotoxins, linkers and linker-toxins and ADC service using industry standard toxin and antibodies provided by customers. Revenue is recognized when, (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. 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. The Company is obligated to accept from customers the return of products sold that are damaged or don’t meet certain specifications. The Company may authorize the return of products sold in accordance with the terms of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company has not experienced any sales returns. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant). The Company accounts for equity instruments, including restricted stock or stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing model. The fair value of options and restricted stock granted to non-employees is re-measured over the vesting period, and the resulting changes in fair value are recognized as expense in the period of the change in proportion to the services rendered to date. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and adjustments for the change in unrealized gains and losses on the Company’s investments in available-for-sale marketable securities, net of taxes. The Company displays comprehensive income (loss) and its components in its consolidated statements of comprehensive income (loss). |
Net Loss per Share | Net Loss per Share Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or the exercise of outstanding warrants. The treasury stock method and if-converted method are used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net earnings (loss) per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share. During 2015, 2014 and 2013, the Company had securities outstanding which could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been anti-dilutive. These outstanding securities consist of the following: Years Ended December 31, 2015 2014 2013 Outstanding options 2,960,816 2,235,000 1,047,300 Outstanding warrants 1,972,630 1,980,630 221,850 |
Segment Information | Segment Information The Company is engaged primarily in the discovery and development of innovative therapies focused on oncology and the treatment of chronic cancer pain as well as immunology and infectious diseases based on its platform technologies. Accordingly, the Company has determined that it operates in one operating segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Presentation of Financial Statements Property, Plant and Equipment In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In June 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments when the Terms of an Award Provide that a Performance Target Could Be Achieved After the Requisite Service Period In August 2014, FASB issued ASU No. 2014-15, “ Presentation of Financial Statements – Going Concern he Company does not expect this standard to have any impact on the Company’s consolidated financial position, results of operations, or cash flows upon adoption. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810)—Amendments to the Consolidation Analysis In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30). In November 2015, the FASB issued ASU 2015-17, “ Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU 2016-01, " Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," In February 2016, the FASB issued ASU 2016-02 , Leases . ASU 2016-2 is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. ASU 2016-2 is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2019, and all annual and interim reporting periods thereafter. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-2 will have on its consolidated financial statements. |
Significant Accounting Polici32
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Components of Outstanding Securities | These outstanding securities consist of the following: Years Ended December 31, 2015 2014 2013 Outstanding options 2,960,816 2,235,000 1,047,300 Outstanding warrants 1,972,630 1,980,630 221,850 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Marketable securities $ 97,366 $ 97,366 $ — $ — Total assets $ 97,366 $ 97,366 $ — $ — Liabilities: Derivative liability $ 5,520 $ — $ — $ 5,520 Total liabilities $ 5,520 $ — $ — $ 5,520 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Marketable Securities | Marketable securities consisted of the following as of December 31, 2015 (in thousands): December 31, 2015 Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-sale securities: NantKwest common shares $ 10,000 $ 87,366 $ — $ 97,366 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following as of December 31, 2015 and 2014 (in thousands): December 31, 2015 2014 Furniture and fixtures 282 91 Office equipment 128 92 Lab equipment 7,519 3,695 Leasehold improvements 2,034 86 9,963 3,964 Less accumulated depreciation (2,717 ) (1,687 ) $ 7,246 $ 2,277 |
Sale of IgDraSol (Tables)
Sale of IgDraSol (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Gain Loss On Sale Of Investments [Abstract] | |
Schedule Of Sale of IgDraSol | The following sets forth the calculation of the gain on sale as of the closing (in thousands): Amount Non-contingent cash consideration received $ 90,050 Net intangible assets sold (17,193 ) Allocated goodwill (3,415 ) Extinguished employee liabilities and estimated transaction costs (168 ) Gain on sale of IgDraSol, net $ 69,274 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Company's Recorded Goodwill | The following is a summary of changes in the Company’s recorded goodwill during the year ended December 31, 2015 (in thousands): Amount Balance at December 31, 2014 $ 24,041 Relative fair value allocation of goodwill attributable to IgDraSol upon sale to NantPharma (3,415 ) Balance as December 31, 2015 $ 20,626 |
Summary of Company's Identifiable Intangible Assets | A summary of the Company’s identifiable intangible assets as of December 31, is as follows (in thousands): December 31, 2015 Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships $ 1,320 $ 536 $ 784 Acquired technology 3,410 358 3,052 Patent rights 90 14 76 Total intangible assets $ 4,820 $ 908 $ 3,912 December 31, 2014 Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships $ 1,320 $ 272 $ 1,048 Acquired technology 3,410 182 3,228 Patent rights 90 9 81 Total intangible assets $ 4,820 $ 463 $ 4,357 |
Schedule of Estimated Future Amortization Expense Related to Intangible Assets | Estimated future amortization expense related to intangible assets at December 31, 2015 is as follows (in thousands): Years Ending December 31, Amount 2016 $ 445 2017 445 2018 436 2019 181 2020 181 Thereafter 2,224 Total $ 3,912 |
Loan and Security Agreement (Ta
Loan and Security Agreement (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Unamortized Discount Balances | Long-term debt and unamortized discount balances are as follows (in thousands): Face value of amended and restated loan $ 9,406 Fair value of all warrants (536 ) Accretion of debt discount 359 Balance at December 31, 2015 $ 9,229 |
Future Minimum Payments under Amended and Restated Loan and Security Agreement | Future minimum payments under the loan and security agreement are as follows (in thousands): Year Ending December 31, 2016 5,497 2017 4,579 Total future minimum payments 10,076 Unamortized interest (671 ) Debt discount (176 ) Total minimum payment 9,229 Current portion (4,835 ) Long-term debt $ 4,394 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair Value of Employee Stock Options | The aggregate intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 were $2,411, $230 and $34, 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, 2015 2014 2013 Weighted-average grant date fair value $ 12.03 $ 3.38 $ 8.19 Dividend yield — — — Volatility 75 % 76 % 87 % Risk-free interest rate 1.67 % 1.87 % 1.68 % Expected life of options 6.1 years 6.1 years 6.1 years |
Summary of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance consists of the following at December 31, 2015: Common stock warrants outstanding under the underwriters agreement 182,600 Common stock warrants outstanding under the loan and security agreement 65,892 Common stock warrants outstanding under the Cambridge securities agreement 1,724,138 Common stock options outstanding under the Non-Employee Director Plan 3,200 Authorized for future grant or issuance under the 2009 Stock Incentive Plan 439,172 Issuable under BDL and CARgenix acquisition agreements 619,834 Issuable under assignment agreement based upon achievement of certain milestones 80,000 3,114,836 |
2009 Non-Employee Director Grants [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes stock option activity as of December 31, 2015, 2014 and 2013, and the changes for the years then ended: Options Outstanding Weighted- Average Exercise Price Outstanding at December 31, 2012 3,200 $ 1.12 Options Granted — — Options Canceled — — Options Exercised — — Outstanding at December 31, 2013 3,200 $ 1.12 Options Granted — — Options Canceled — — Options Exercised — — Outstanding at December 31, 2014 3,200 $ 1.12 Options Granted — — Options Canceled — — Options Exercised — — Outstanding, Vested and Exercisable at December 31, 2015 3,200 $ 1.12 |
2009 Stock Incentive Plan [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes stock option activity as of December 31, 2015, 2014 and 2013, and the changes for the years then ended (in thousands, except for share amounts): Options Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value Outstanding at December 31, 2012 416,400 $ 3.75 $ 55 Options Granted 650,200 $ 8.19 Options Canceled (15,200 ) $ 3.92 Options Exercised (7,300 ) $ 2.35 Outstanding at December 31, 2013 1,044,100 $ 6.52 $ 1,860 Options Granted 1,577,000 $ 3.38 Options Canceled (325,300 ) $ 11.38 Options Exercised (64,000 ) $ 4.76 Outstanding at December 31, 2014 2,231,800 $ 6.34 $ 8,323 Options Granted 1,378,600 $ 12.03 Options Canceled (376,072 ) $ 6.84 Options Exercised (276,712 ) $ 6.14 Outstanding at December 31, 2015 2,957,616 $ 8.95 $ 4,506 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Minimum Future Non-Cancelable Annual Operating Lease Obligations | Minimum future non-cancelable annual operating lease obligations are as follows for the years ending December 31 (in thousands): 2016 $ 1,726 2017 1,687 2018 1,636 2019 1,584 2020 1,623 Thereafter 8,381 $ 16,637 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision expense (benefit) were as follows for the years ended December 31, 2015, 2014 and 2013 (in thousands): 2015 2014 2013 Current: Federal $ 2,500 $ — $ — State 621 — — 3,121 — — Deferred: Federal 32,378 (1,324 ) — State 815 (378 ) — Totals $ 36,314 $ (1,702 ) $ — |
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, 2015 and 2014 (in thousands): 2015 2014 Deferred tax assets: Amortization of intangibles $ 12,130 $ — Deferred revenue 39,594 — Derivative liability 1,267 — Tax credit carryforwards 2,737 — Net operating loss carryforwards and credits 1,247 23,927 Stock based compensation 2,493 1,606 Accrued expenses and other 636 (183 ) Total deferred tax assets 60,104 25,350 Less valuation allowance (39,605 ) (25,350 ) Total deferred tax assets 20,499 — Deferred tax liabilities: Amortization of intangibles — — Depreciation (900 ) — Investment in common stock (35,995 ) — Marketable securities (32,945 ) — Other — (1,709 ) Net deferred tax liabilities $ (49,341 ) $ (1,709 ) |
Summary of Reconciliation Between Federal Income Tax and Company Provision for Income Taxes | The reconciliation between US federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31 (in thousands): 2015 2014 Income tax expense (benefit) at federal statutory rate $ (4,740 ) (1,702 ) State, net of federal tax benefit (367 ) $ — Other permanent differences 34 — Incentive stock compensation 708 — IgDraSol transaction 2,055 — Other (71 ) — Acquired in-process research and development 2,263 — Change in State rate (62 ) — Research tax credits (3,141 ) — Uncertain tax positions 1,836 — Change in valuation allowance 37,799 — Income tax provision $ 36,314 $ (1,702 ) |
Summary of Reconciliation of Unrecognized Tax Expense (Benefits) | A reconciliation of the beginning and ending amount of unrecognized tax expense (benefits) is as follows (in thousands): Amount Unrecognized tax benefits balance at December 31, 2014 $ — Increase related to current year tax positions 1,836 Decrease related to current year tax positions — Settlements — Lapse in statute of limitations — Unrecognized tax benefits balance at December 31, 2015 $ 1,836 |
Quarterly Financial Data (Una42
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Data [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 2015 December 31, September 30, June 30, March 31, December 31, Revenues $ 1,337 $ 1,103 $ 1,173 $ 977 $ 4,590 Operating costs and expenses $ 18,997 $ 36,738 $ 11,706 $ 11,154 $ 78,595 Net loss attributable to Sorrento $ (26,599 ) $ (2,079 ) $ (10,958 ) $ (10,438 ) $ (50,074 ) Net loss per share - basic and diluted $ (0.62 ) $ (0.03 ) $ (0.30 ) $ (0.29 ) $ (1.24 ) Weighted-average shares 37,770 37,328 36,315 36,206 36,909 Quarter Ended Quarter Ended Quarter Ended Quarter Ended Year Ended 2014 December 31, September 30, June 30, March 31, December 31, Revenues $ 798 $ 1,276 $ 775 $ 976 $ 3,825 Operating costs and expenses $ 10,544 $ 8,407 $ 8,766 $ 10,850 $ 38,567 Net loss attributable to Sorrento $ (8,505 ) $ (7,605 ) $ (8,454 ) $ (10,093 ) $ (34,657 ) Net loss per share - basic and diluted $ (0.26 ) $ (0.27 ) $ (0.33 ) $ (0.44 ) $ (1.30 ) Weighted-average shares 29,636 28,533 25,341 23,051 26,679 |
Nature of Operations and Busi43
Nature of Operations and Business Activities - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | May. 31, 2014 | Jul. 31, 2013 | |
Accounting Policies [Abstract] | |||
Reverse split of common stock | Company completed a 1-for-25 reverse split of its common stock | ||
Maximum amount of equity and other securities authorized to offer | $ 250,000,000 | $ 100,000,000 | |
Remaining amount of equity and other securities authorized to offer | $ 50,000,000 | $ 36,600,000 |
Significant Accounting Polici44
Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($)Segments | Dec. 31, 2014USD ($) | |
Significant Accounting Policies [Line Items] | |||
Other-than-temporary impairment charges | $ 0 | ||
Goodwill, Impairment | $ 0 | 0 | $ 0 |
Impairment losses of long-lived assets | $ 0 | ||
Number of operating segments | Segments | 1 | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of fixed asset | 3 years | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of fixed asset | 5 years | ||
Grants Receivable [Member] | |||
Significant Accounting Policies [Line Items] | |||
Allowance for doubtful accounts | 0 | $ 0 | 0 |
Trade Accounts Receivable [Member] | |||
Significant Accounting Policies [Line Items] | |||
Allowance for doubtful accounts | $ 5,000 | $ 5,000 | $ 33,000 |
Significant Accounting Polici45
Significant Accounting Policies - Components of Outstanding Securities (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Outstanding options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding securities | 2,960,816 | 2,235,000 | 1,047,300 |
Outstanding warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding securities | 1,972,630 | 1,980,630 | 221,850 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Assets: | |
Total assets | $ 97,366 |
Liabilities: | |
Total liabilities | 5,520 |
Marketable securities [Member] | |
Assets: | |
Total assets | 97,366 |
Derivative liability [Member] | |
Liabilities: | |
Total liabilities | 5,520 |
Quoted Prices in Active Markets (Level 1) [Member] | |
Assets: | |
Total assets | 97,366 |
Liabilities: | |
Total liabilities | 0 |
Quoted Prices in Active Markets (Level 1) [Member] | Marketable securities [Member] | |
Assets: | |
Total assets | 97,366 |
Quoted Prices in Active Markets (Level 1) [Member] | Derivative liability [Member] | |
Liabilities: | |
Total liabilities | 0 |
Significant Other Observable Inputs (Level 2) [Member] | |
Assets: | |
Total assets | 0 |
Liabilities: | |
Total liabilities | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Marketable securities [Member] | |
Assets: | |
Total assets | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Derivative liability [Member] | |
Liabilities: | |
Total liabilities | 0 |
Significant Unobservable Inputs (Level 3) [Member] | |
Assets: | |
Total assets | 0 |
Liabilities: | |
Total liabilities | 5,520 |
Significant Unobservable Inputs (Level 3) [Member] | Marketable securities [Member] | |
Assets: | |
Total assets | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Derivative liability [Member] | |
Liabilities: | |
Total liabilities | $ 5,520 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, Gross Unrealized Gains | $ 73,600 | |
Available-for-sale securities, Fair Value | 97,366 | $ 0 |
NantKwest common shares [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, Cost | 10,000 | |
Available-for-sale securities, Gross Unrealized Gains | 87,366 | |
Available-for-securities, Gross Unrealized Losses | 0 | |
Available-for-sale securities, Fair Value | $ 97,366 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cost-method investments, aggregate carrying amount | $ 112,008 | $ 10,000 |
Unrealized gain | 73,600 | |
NantKwest [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost-method investments, aggregate carrying amount | $ 10,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 9,963 | $ 3,964 |
Less accumulated depreciation | (2,717) | (1,687) |
Property and equipment, net | 7,246 | 2,277 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 282 | 91 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 128 | 92 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 7,519 | 3,695 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 2,034 | $ 86 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 1,134 | $ 754 | $ 454 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Investments [Line Items] | ||||
Cost-method investments, aggregate carrying amount | $ 112,008,000 | $ 10,000,000 | ||
Cost method investments, impairment losses | $ 0 | $ 0 | $ 0 | |
TNK Therapeutics Inc [Member] | Membership Interest Purchase Agreement [Member] | CARgenix Holding LLC [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Cash payment | $ 100,000 | |||
Minimum qualified financing | $ 50,000,000 | |||
Purchase agreement terms, description | In the event a Qualified Financing does not occur by March 15, 2016 or TNK does not complete an initial public offering of shares of its capital stock by March 31, 2016, in lieu of receiving shares of TNK pursuant to the acquisition, the Members shall receive an aggregate of 309,917 shares of Company common stock, subject to adjustment in certain circumstances. | |||
Aggregate common stock to be issued, shares | 309,917 | |||
Percentage of shares held in escrow | 20.00% | |||
Indemnification period | 12 months | |||
TNK Therapeutics Inc [Member] | Membership Interest Purchase Agreement [Member] | CARgenix Holding LLC [Member] | Acquired In-Process Research and Development Expense [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Recognition of aggregate purchase price | $ 6,000,000 | |||
TNK Therapeutics Inc [Member] | Stock Purchase Agreement [Member] | B D L Products Inc [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Cash payment | $ 100,000 | |||
Purchase agreement terms, description | In the event a Qualified Financing does not occur by March 15, 2016 or TNK does not complete an initial public offering of shares of its capital stock by March 31, 2016, in lieu of receiving shares of TNK pursuant to the acquisition, the Stockholders shall receive an aggregate of 309,917 shares of Company common stock, subject to adjustment in certain circumstances. | |||
Aggregate common stock to be issued, shares | 309,917 | |||
Percentage of shares held in escrow | 20.00% | |||
Indemnification period | 12 months | |||
TNK Therapeutics Inc [Member] | Stock Purchase Agreement [Member] | B D L Products Inc [Member] | Acquired In-Process Research and Development Expense [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Recognition of aggregate purchase price | $ 6,000,000 | |||
TNK Therapeutics Inc [Member] | Class A [Member] | Membership Interest Purchase Agreement [Member] | CARgenix Holding LLC [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Common stock to be issued, value | 6,000,000 | |||
TNK Therapeutics Inc [Member] | Class A [Member] | Stock Purchase Agreement [Member] | B D L Products Inc [Member] | ||||
Schedule Of Investments [Line Items] | ||||
Common stock to be issued, value | $ 6,000,000 |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 13, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2015 | Apr. 30, 2015 |
Schedule Of Equity Method Investments [Line Items] | |||||||||
Equity method investment ownership percentage | 40.00% | ||||||||
Equity method investments | $ 58,119 | $ 58,119 | $ 0 | ||||||
Net loss, Equity investments | $ 4,041 | $ 0 | $ 0 | ||||||
Joint venture agreement second payment contribution | $ 20,000 | ||||||||
Nant Cancer Stem LLC [Member] | |||||||||
Schedule Of Equity Method Investments [Line Items] | |||||||||
Initial joint funding | $ 100,000 | ||||||||
Equity method investment ownership percentage | 20.00% | ||||||||
Initial joint funding contributed | $ 40,000 | ||||||||
Equity method investment ownership percentage | 20.00% | 20.00% | |||||||
Equity method investments | $ 18,200 | $ 18,200 | |||||||
Net loss, Equity investments | $ 15 | ||||||||
Equity method investment, Current assets | 80,000 | $ 80,000 | |||||||
Equity method investment, Current liabilities | 15 | 15 | |||||||
Loss on equity investments | $ 4,000 | ||||||||
NantBioScience, Inc. [Member] | Nant Cancer Stem LLC [Member] | |||||||||
Schedule Of Equity Method Investments [Line Items] | |||||||||
Equity method investment ownership percentage | 60.00% | ||||||||
Initial joint funding contributed | $ 60,000 | ||||||||
NANTibody [Member] | |||||||||
Schedule Of Equity Method Investments [Line Items] | |||||||||
Initial joint funding | $ 100,000 | ||||||||
Equity method investment ownership percentage | 40.00% | ||||||||
Initial joint funding contributed | $ 40,000 | ||||||||
Equity method investment ownership percentage | 40.00% | 40.00% | |||||||
Equity method investments | $ 40,000 | $ 40,000 | |||||||
Net loss, Equity investments | 95 | ||||||||
Equity method investment, Current assets | 100,000 | 100,000 | |||||||
Equity method investment, Current liabilities | $ 95 | $ 95 | |||||||
Nant Cell [Member] | |||||||||
Schedule Of Equity Method Investments [Line Items] | |||||||||
Equity method investment ownership percentage | 60.00% | ||||||||
Initial joint funding contributed | $ 60,000 |
Sale of IgDraSol - Additional I
Sale of IgDraSol - Additional Information (Details) - USD ($) | Jul. 08, 2015 | Jul. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items] | ||||||
Gain on sale of IgDraSol, net | $ 69,274,000 | $ 0 | $ 0 | |||
Relative fair value allocation of goodwill attributable to IgDraSol upon sale to NantPharma | (3,415,000) | |||||
IgDraSol, Inc. [Member] | ||||||
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items] | ||||||
Milestones payments received | $ 90,050,000 | |||||
Shares issued to former stockholders | 1,306,272 | |||||
Gain on sale of IgDraSol, net | 69,274,000 | |||||
Relative fair value allocation of goodwill attributable to IgDraSol upon sale to NantPharma | $ 3,415,000 | |||||
Pre-tax gain (loss) on sale of IgDraSol | $ (8,375,000) | $ (13,489,000) | $ (2,388,000) | |||
NantPharma [Member] | Upfront Payment [Member] | ||||||
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items] | ||||||
Milestones payments received | $ 90,050,000 | |||||
Milestones payments obligated to fund joint venture | 60,000,000 | |||||
NantPharma [Member] | Regulatory Milestone Payments [Member] | Maximum [Member] | ||||||
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items] | ||||||
Milestones payments received | 620,000,000 | |||||
NantPharma [Member] | Sales Milestone Payments [Member] | Maximum [Member] | ||||||
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items] | ||||||
Milestones payments received | $ 600,000,000 |
Sale of IgDraSol - Calculation
Sale of IgDraSol - Calculation of the Gain on Sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items] | ||||
Allocated goodwill | $ 3,415 | |||
Gain on sale of IgDraSol, net | $ 69,274 | $ 0 | $ 0 | |
IgDraSol, Inc. [Member] | ||||
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items] | ||||
Non-contingent cash consideration received | $ 90,050 | |||
Net intangible assets sold | (17,193) | |||
Allocated goodwill | (3,415) | |||
Extinguished employee liabilities and estimated transaction costs | (168) | |||
Gain on sale of IgDraSol, net | $ 69,274 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Goodwill | $ 20,626,000 | $ 20,626,000 | $ 24,041,000 |
Goodwill, Impairment | $ 0 | $ 0 | 0 |
Identifiable intangible assets, weighted average life | 15 years | ||
Patent rights [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Estimated useful life of intangible asset | 19 years | ||
Amortization expense | $ 5,000 | 5,000 | |
Acquired technology [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Estimated useful life of intangible asset | 19 years | ||
Amortization expense | $ 176,000 | 176,000 | |
Customer relationships [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Estimated useful life of intangible asset | 5 years | ||
Amortization expense | $ 264,000 | $ 264,000 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Summary of Changes in Company's Recorded Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning Balance | $ 24,041 |
Relative fair value allocation of goodwill attributable to IgDraSol upon sale to NantPharma | (3,415) |
Ending Balance | $ 20,626 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Summary of Company's Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,820 | $ 4,820 |
Accumulated Amortization | 908 | 463 |
Intangibles, net | 3,912 | 4,357 |
Customer relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,320 | 1,320 |
Accumulated Amortization | 536 | 272 |
Intangibles, net | 784 | 1,048 |
Acquired technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,410 | 3,410 |
Accumulated Amortization | 358 | 182 |
Intangibles, net | 3,052 | 3,228 |
Patent rights [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 90 | 90 |
Accumulated Amortization | 14 | 9 |
Intangibles, net | $ 76 | $ 81 |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense Related to Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 445 | |
2,017 | 445 | |
2,018 | 436 | |
2,019 | 181 | |
2,020 | 181 | |
Thereafter | 2,224 | |
Intangibles, net | $ 3,912 | $ 4,357 |
Significant Agreements and Co59
Significant Agreements and Contracts - Additional Information (Detail) $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | |||||||
Feb. 29, 2016USD ($) | Aug. 31, 2015USD ($)Antibody | Apr. 30, 2015USD ($)shares | Jul. 31, 2014USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2012USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Terminate notice of license | 60 days | ||||||||
Fair value of the warrants to purchase Company common stock, issued | $ 18 | ||||||||
Weighted-average assumptions, risk-free interest rate | 2.48% | ||||||||
Weighted-average assumptions, dividend yield | 0.00% | ||||||||
Expected term of warrants | 10 years | ||||||||
Warrants volatility | 102.00% | ||||||||
Investments in common stock | $ 112,008 | $ 10,000 | |||||||
Grant revenue recognized as the related costs and expenses incurred | $ 1,530 | 488 | $ 452 | ||||||
C Difficile Grant Award [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Period of grant | 2 years | ||||||||
Grant revenue recognized as the related costs and expenses incurred | $ 0 | 0 | 144 | ||||||
Amount of grant awards | $ 600 | ||||||||
Staph Grant II Award [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Period of grant | 2 years | ||||||||
Grant revenue recognized as the related costs and expenses incurred | $ 0 | 150 | 308 | ||||||
Amount of grant awards | $ 600 | ||||||||
Staph Grant III Award [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Period of grant | 2 years | ||||||||
Grant revenue recognized as the related costs and expenses incurred | $ 884 | 220 | |||||||
Amount of grant awards | $ 1,000 | ||||||||
Myc Grant I Award [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Period of grant | 1 year | ||||||||
Grant revenue recognized as the related costs and expenses incurred | $ 139 | 86 | |||||||
Amount of grant awards | 225 | ||||||||
WISP1 Grant I Award [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Period of grant | 1 year | ||||||||
Grant revenue recognized as the related costs and expenses incurred | $ 156 | 5 | |||||||
Amount of grant awards | 225 | ||||||||
Nant Cell [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Vested equity received | $ 100,000 | ||||||||
Common stock received | shares | 10 | ||||||||
Upfront payment period for recognition | 10 years | ||||||||
Investments in common stock | $ 100,000 | ||||||||
Nant Cell [Member] | Maximum [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Royalty rate percent of net sales | 5.00% | ||||||||
Nant Cell [Member] | Upfront Payment [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Deferred revenue | $ 10,000 | ||||||||
Mabtech Limited [Member] | CHINA [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Number of monoclonal antibodies | Antibody | 4 | ||||||||
Initial payment for license agreement | $ 10,000 | ||||||||
Licensing agreement, additional amounts payable | $ 190,000 | ||||||||
Licensing agreement, additional amounts payable, term | 4 years | ||||||||
Mabtech Limited [Member] | CHINA [Member] | Subsequent Event [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Initial payment for license agreement | $ 10,000 | ||||||||
Licensing agreement, additional amounts payable | $ 180,000 | ||||||||
Licensing agreement, additional amounts payable, term | 4 years | ||||||||
Additional payment for license agreement | $ 10,000 | ||||||||
General and administrative expenses [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Patent prosecution and maintenance costs | $ 123 | 142 | $ 66 | ||||||
Phase I STTR Grant [Member] | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Period of grant | 2 years | ||||||||
Grant revenue recognized as the related costs and expenses incurred | $ 302 | $ 28 | |||||||
Amount of grant awards | $ 300 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2014$ / sharesshares | Sep. 30, 2013USD ($)Bank$ / sharesshares | Dec. 31, 2015USD ($) | Mar. 31, 2014USD ($)Bank | |
Debt Instrument [Line Items] | ||||
Principal amount of loan agreement | $ 5,000,000 | |||
Number of banks provided term loan | Bank | 2 | 2 | ||
Repayment of outstanding equipment loan balance | $ 762,000 | |||
Warrant received to purchase aggregate of common stock - shares | shares | 34,642 | 31,250 | ||
Warrant received to purchase aggregate of common stock - exercise price | $ / shares | $ 12.99 | $ 8 | ||
Warrants exercisable | 7 years | 7 years | ||
Debt discount | $ 536,000 | |||
Amended and restated principal amount of loan agreement | $ 5,000,000 | $ 12,500,000 | ||
Interest rate | 7.95% | |||
Minimum percentage of pre-payment fees | 1.00% | |||
Maximum percentage of pre-payment fees | 3.00% | |||
Final fee | $ 781,000 | |||
Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Term loan maturity date | Sep. 30, 2017 | |||
Line of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt discount | $ 215,000 | $ 322,000 |
Loan and Security Agreement - S
Loan and Security Agreement - Schedule of Long-Term Debt and Unamortized Discount Balances (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Debt Disclosure [Abstract] | |
Face value of amended and restated loan | $ 9,406 |
Fair value of all warrants | (536) |
Accretion of debt discount | 359 |
Balance at December 31, 2015 | $ 9,229 |
Loan and Security Agreement - F
Loan and Security Agreement - Future Minimum Payments under Amended and Restated Loan and Security Agreement (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Amount due in 2016 | $ 5,497 | |
Amount due in 2017 | 4,579 | |
Total future minimum payments | 10,076 | |
Unamortized interest | (671) | |
Debt discount | (176) | |
Total minimum payment | 9,229 | |
Current portion | (4,835) | $ (3,316) |
Long-term debt | $ 4,394 | $ 8,830 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2015 | Feb. 28, 2015 | Oct. 31, 2015 | Jul. 31, 2015 | May. 31, 2015 | May. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 13, 2015 | Dec. 31, 2012 | Sep. 30, 2009 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Issuance of common stock with exercise of warrants, shares | 3,563 | |||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||||||||||
Common stock reserved for issuance | 3,114,836 | |||||||||||
Employee Stock Option [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | |||||||||
Expected life of options | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days | |||||||||
2009 Non-Employee Director Grants [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Option outstanding | 3,200 | 3,200 | 3,200 | 3,200 | ||||||||
Options Granted, Options Outstanding | 0 | 0 | 0 | |||||||||
2009 Non-Employee Director Grants [Member] | Non Employee Directors | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock reserved for issuance | 8,000 | |||||||||||
Outstanding options vesting anniversary period | 1 year | |||||||||||
Shares available for grant | 0 | |||||||||||
Option outstanding | 3,200 | |||||||||||
2009 Non-Employee Director Grants [Member] | Non Employee Directors | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options exercisable period | 10 years | |||||||||||
2009 Stock Incentive Plan [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options exercisable period | 10 years | |||||||||||
Option outstanding | 2,957,616 | 2,231,800 | 1,044,100 | 416,400 | ||||||||
Common stock, shares authorized | 3,760,000 | |||||||||||
Employee option grants vested | 25.00% | |||||||||||
Aggregate intrinsic value of options exercised | $ 2,411 | $ 230 | $ 34 | |||||||||
Unrecognized compensation cost related to unvested stock option grants | $ 7,451 | |||||||||||
Period for recognized compensation cost | 2 years 7 months 6 days | |||||||||||
Options Granted, Options Outstanding | 1,378,600 | 1,577,000 | 650,200 | |||||||||
2009 Stock Incentive Plan [Member] | Employee Stock Option [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 3 years | |||||||||||
Stock options vesting rights under 2009 stock incentive plan | Employee option grants will generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years. | |||||||||||
2009 Stock Incentive Plan [Member] | Employee and Director [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation | $ 5,198 | $ 2,796 | $ 1,545 | |||||||||
2009 Stock Incentive Plan [Member] | Non-Employee consultants [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation | $ 1,481 | 678 | $ 244 | |||||||||
2015 Stock Incentive Plan [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Option outstanding | 1,400,000 | |||||||||||
Stock options vesting rights under 2009 stock incentive plan | Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. | |||||||||||
Options Granted, Options Outstanding | 2,600,000 | |||||||||||
Stock options, contractual term | 10 years | |||||||||||
2015 Stock Incentive Plan [Member] | Class A [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock reserved for issuance | 10,000,000 | |||||||||||
2015 Stock Incentive Plan [Member] | TNK Therapeutics Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Option outstanding | 2,600,000 | |||||||||||
Stock options vesting rights under 2009 stock incentive plan | Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. | |||||||||||
Options Granted, Options Outstanding | 500,000 | 3,600,000 | ||||||||||
Stock options, contractual term | 10 years | |||||||||||
Warrant shares exercisable | 4,000,000 | |||||||||||
Warrant exercise price per share | $ 0.01 | |||||||||||
2015 Stock Incentive Plan [Member] | TNK Therapeutics Inc [Member] | Class A [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock reserved for issuance | 10,000,000 | |||||||||||
2015 Stock Incentive Plan [Member] | LA Cell Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Option outstanding | 1,700,000 | |||||||||||
Stock options vesting rights under 2009 stock incentive plan | Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. | |||||||||||
Options Granted, Options Outstanding | 2,900,000 | |||||||||||
Stock options, contractual term | 10 years | |||||||||||
Warrant shares exercisable | 4,000,000 | |||||||||||
Warrant exercise price per share | $ 0.01 | |||||||||||
2015 Stock Incentive Plan [Member] | LA Cell Inc [Member] | Class A [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock reserved for issuance | 10,000,000 | |||||||||||
2015 Stock Incentive Plan [Member] | Concortis Biosystems, Corp. [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Option outstanding | 1,800,000 | |||||||||||
Stock options vesting rights under 2009 stock incentive plan | Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. | |||||||||||
Options Granted, Options Outstanding | 1,800,000 | |||||||||||
Stock options, contractual term | 10 years | |||||||||||
Warrant shares exercisable | 4,000,000 | |||||||||||
Warrant exercise price per share | $ 0.25 | |||||||||||
2015 Stock Incentive Plan [Member] | Concortis Biosystems, Corp. [Member] | Class A [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock reserved for issuance | 10,000,000 | |||||||||||
2015 Stock Incentive Plan [Member] | Scintilla Pharmaceuticals, Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Option outstanding | 1,000,000 | |||||||||||
Stock options vesting rights under 2009 stock incentive plan | Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. | |||||||||||
Options Granted, Options Outstanding | 2,100,000 | |||||||||||
Stock options, contractual term | 10 years | |||||||||||
Warrant shares exercisable | 4,000,000 | |||||||||||
Warrant exercise price per share | $ 0.01 | |||||||||||
2015 Stock Incentive Plan [Member] | Scintilla Pharmaceuticals, Inc [Member] | Class A [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock reserved for issuance | 10,000,000 | |||||||||||
2015 Stock Incentive Plan [Member] | Sorrento Biologics, Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrant shares exercisable | 4,000,000 | |||||||||||
Warrant exercise price per share | $ 0.01 | |||||||||||
2015 Stock Incentive Plan [Member] | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 4 years | |||||||||||
2015 Stock Incentive Plan [Member] | Maximum [Member] | TNK Therapeutics Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 4 years | |||||||||||
Warrant exercisable period | 4 years | |||||||||||
2015 Stock Incentive Plan [Member] | Maximum [Member] | LA Cell Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 4 years | |||||||||||
Warrant exercisable period | 4 years | |||||||||||
2015 Stock Incentive Plan [Member] | Maximum [Member] | Concortis Biosystems, Corp. [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 4 years | |||||||||||
Warrant exercisable period | 4 years | |||||||||||
2015 Stock Incentive Plan [Member] | Maximum [Member] | Scintilla Pharmaceuticals, Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 4 years | |||||||||||
Warrant exercisable period | 4 years | |||||||||||
2015 Stock Incentive Plan [Member] | Maximum [Member] | Sorrento Biologics, Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrant exercisable period | 4 years | |||||||||||
2015 Stock Incentive Plan [Member] | Minimum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 2 years | |||||||||||
2015 Stock Incentive Plan [Member] | Minimum [Member] | TNK Therapeutics Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 2 years | |||||||||||
Warrant exercisable period | 40 months | |||||||||||
2015 Stock Incentive Plan [Member] | Minimum [Member] | LA Cell Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 2 years | |||||||||||
Warrant exercisable period | 40 months | |||||||||||
2015 Stock Incentive Plan [Member] | Minimum [Member] | Concortis Biosystems, Corp. [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 2 years | |||||||||||
Warrant exercisable period | 40 months | |||||||||||
2015 Stock Incentive Plan [Member] | Minimum [Member] | Scintilla Pharmaceuticals, Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 2 years | |||||||||||
Warrant exercisable period | 40 months | |||||||||||
2015 Stock Incentive Plan [Member] | Minimum [Member] | Sorrento Biologics, Inc [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrant exercisable period | 40 months | |||||||||||
2015 Stock Incentive Plan [Member] | Non-Employee consultants [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation | $ 97 | |||||||||||
2015 Stock Incentive Plan [Member] | CEO [Member] | TNK Therapeutics Inc [Member] | Class B [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrant granted to purchase common stock | 9,500,000 | |||||||||||
Voting rights | 10 to 1 | |||||||||||
2015 Stock Incentive Plan [Member] | CEO [Member] | LA Cell Inc [Member] | Class B [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrant granted to purchase common stock | 9,500,000 | |||||||||||
Voting rights | 10 to 1 | |||||||||||
2015 Stock Incentive Plan [Member] | CEO [Member] | Concortis Biosystems, Corp. [Member] | Class B [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrant granted to purchase common stock | 9,500,000 | |||||||||||
Voting rights | 10 to 1 | |||||||||||
2015 Stock Incentive Plan [Member] | CEO [Member] | Scintilla Pharmaceuticals, Inc [Member] | Class B [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrant granted to purchase common stock | 9,500,000 | |||||||||||
Voting rights | 10 to 1 | |||||||||||
2015 Stock Incentive Plan [Member] | CEO [Member] | Sorrento Biologics, Inc [Member] | Class B [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Warrant granted to purchase common stock | 9,500,000 | |||||||||||
Voting rights | 10 to 1 | |||||||||||
2015 Stock Incentive Plan [Member] | Director [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock-based compensation | $ 140 | |||||||||||
Period for recognized compensation cost | 3 years 6 months | |||||||||||
Unrecognized compensation cost related to unvested stock option and warrant grants | $ 534 | |||||||||||
2015 Stock Incentive Plan [Member] | Directors and Non-Employee Consultants [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Method used to determine the fair value of stock option and warrant | Black-Scholes option and warrant pricing model | |||||||||||
Dividend yield | 0.00% | |||||||||||
Risk-free interest rate, minimum | 1.39% | |||||||||||
Risk-free interest rate, maximum | 2.24% | |||||||||||
Expected volatility, minimum | 76.00% | |||||||||||
Expected volatility, maximum | 77.00% | |||||||||||
2015 Stock Incentive Plan [Member] | Directors and Non-Employee Consultants [Member] | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Expected life of options | 6 years 1 month 6 days | |||||||||||
2015 Stock Incentive Plan [Member] | Directors and Non-Employee Consultants [Member] | Minimum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Expected life of options | 4 years | |||||||||||
2014 Stock Option Plan [Member] | Directors and Consultants [Member] | Ark Animal Health, Inc. [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Outstanding options vesting anniversary period | 1 year | |||||||||||
Option outstanding | 351,000 | |||||||||||
Stock-based compensation | $ 56 | $ 466 | ||||||||||
Unrecognized compensation cost related to unvested stock option grants | $ 0 | |||||||||||
Options Granted, Options Outstanding | 600,000 | |||||||||||
Stock options, contractual term | 10 years | |||||||||||
Method used to determine the fair value of stock option and warrant | Black-Scholes option pricing model | |||||||||||
Dividend yield | 0.00% | 0.00% | ||||||||||
Risk-free interest rate, minimum | 1.94% | 1.94% | ||||||||||
Risk-free interest rate, maximum | 2.27% | 2.60% | ||||||||||
Expected volatility, minimum | 75.00% | 75.00% | ||||||||||
Expected volatility, maximum | 78.00% | 78.00% | ||||||||||
2014 Stock Option Plan [Member] | Directors and Consultants [Member] | Maximum [Member] | Ark Animal Health, Inc. [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Expected life of options | 10 years | 10 years | ||||||||||
2014 Stock Option Plan [Member] | Directors and Consultants [Member] | Minimum [Member] | Ark Animal Health, Inc. [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Expected life of options | 6 years 9 months 18 days | 6 years 9 months 18 days | ||||||||||
IgDraSol, Inc. [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Stock Issued During Period Shares Acquisitions | 1,306,272 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
2009 Non-Employee Director Grants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Option Outstanding Beginning Balance | 3,200 | 3,200 | 3,200 | |
Options Granted, Options Outstanding | 0 | 0 | 0 | |
Options Canceled, Options Outstanding | 0 | 0 | 0 | |
Options Exercised, Options Outstanding | 0 | 0 | 0 | |
Option Outstanding Ending Balance | 3,200 | 3,200 | 3,200 | |
Weighted Average Exercise Price, Beginning Balance | $ 1.12 | $ 1.12 | $ 1.12 | |
Weighted Average Exercise Price, Ending Balance | $ 1.12 | $ 1.12 | $ 1.12 | |
2009 Stock Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Option Outstanding Beginning Balance | 2,231,800 | 1,044,100 | 416,400 | |
Options Granted, Options Outstanding | 1,378,600 | 1,577,000 | 650,200 | |
Options Canceled, Options Outstanding | (376,072) | (325,300) | (15,200) | |
Options Exercised, Options Outstanding | (276,712) | (64,000) | (7,300) | |
Option Outstanding Ending Balance | 2,957,616 | 2,231,800 | 1,044,100 | |
Weighted Average Exercise Price, Beginning Balance | $ 6.34 | $ 6.52 | $ 3.75 | |
Options Granted, Weighted Average Exercise Price | 12.03 | 3.38 | 8.19 | |
Options Canceled, Weighted Average Exercise Price | 6.84 | 11.38 | 3.92 | |
Options Exercised, Weighted Average Exercise Price | 6.14 | 4.76 | 2.35 | |
Weighted Average Exercise Price, Ending Balance | $ 8.95 | $ 6.34 | $ 6.52 | |
Aggregate Intrinsic Value, Beginning Balance | $ 4,506 | $ 8,323 | $ 1,860 | $ 55 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Employee Stock Options (Detail) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average grant date fair value | $ 12.03 | $ 3.38 | $ 8.19 |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 75.00% | 76.00% | 87.00% |
Risk-free interest rate | 1.67% | 1.87% | 1.68% |
Expected life of options | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stockholders' Equity - Summar66
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Detail) | Dec. 31, 2015shares |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 3,114,836 |
Underwriters Agreement [Member] | Warrant [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 182,600 |
Loan and Security Agreement [Member] | Warrant [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 65,892 |
Cambridge Securities Agreement [Member] | Warrant [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 1,724,138 |
Non-Employee Director Plan [Member] | Employee Stock Option [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 3,200 |
2009 Stock Incentive Plan [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 439,172 |
BDL and CARgenix [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 619,834 |
Assignment Agreement [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 80,000 |
Investment in Variable Intere67
Investment in Variable Interest Entity - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Variable Interest Entity [Line Items] | ||||
Common stock, shares issued | 37,771,459 | 36,184,912 | ||
Acquired in-process research and development | $ 12,000 | $ 209 | $ 1,905 | |
Research And development expense | $ 31,343 | $ 23,983 | $ 9,017 | |
LA Cell Inc [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Upfront payment | $ 2,000 | |||
Additional upfront payment | $ 3,000 | |||
License maintenance fees payment period | 6 years | |||
Ownership of outstanding shares, voting rights percentage | 48.00% | |||
Acquired in-process research and development | $ 2,000 | |||
Non compete consulting expense | 6,000 | |||
Research And development expense | $ 125 | |||
LA Cell Inc [Member] | Class C Common Stock [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Common stock, shares issued | 2,648,948 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Detail) - USD ($) | Oct. 13, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Derivative [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Loss on derivative liability | $ 3,360,000 | $ 0 | $ 0 | ||
Derivative liability | $ 5,520,000 | $ 0 | |||
NantKwest [Member] | |||||
Derivative [Line Items] | |||||
Number of common shares held | 5,600,000 | ||||
Common stock, par value | $ 0.0001 | ||||
Call Option [Member] | |||||
Derivative [Line Items] | |||||
Contractual option premium associated with option agreement | $ 0 | ||||
Call Option [Member] | Cambridge Equities LP [Member] | |||||
Derivative [Line Items] | |||||
Underlying maximum shares | 2,000,000 | ||||
Call Option [Member] | Scenario Forecast [Member] | Cambridge Equities LP [Member] | |||||
Derivative [Line Items] | |||||
Number of shares right to purchase | 2,000,000 | ||||
Strike price per share | $ 15.295 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Other Commitments [Line Items] | |||
Security deposit | $ | $ 381 | ||
Rental expense paid | $ | $ 1,630 | $ 513 | $ 198 |
Corporate office and laboratory space [Member] | San Diego, California [Member] | |||
Other Commitments [Line Items] | |||
Leased office space | 43,000 | ||
Non-cancelable operating lease amended, expiration date | Dec. 31, 2025 | ||
Laboratory and office space [Member] | San Diego, California [Member] | |||
Other Commitments [Line Items] | |||
Leased office space | 6,350 | ||
Non-cancelable operating lease amended, expiration date | Jun. 30, 2018 | ||
Laboratory space [Member] | San Diego, California [Member] | |||
Other Commitments [Line Items] | |||
Leased office space | 5,000 | ||
Non-cancelable operating lease amended, expiration date | Mar. 31, 2016 | ||
Office space [Member] | Cary, North Carolina [Member] | |||
Other Commitments [Line Items] | |||
Leased office space | 1,800 | ||
Non-cancelable operating lease amended, expiration date | Mar. 31, 2016 |
Commitments and Contingencies70
Commitments and Contingencies - Summary of Minimum Future Non-Cancelable Annual Operating Lease Obligations (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Leases [Abstract] | |
2,016 | $ 1,726 |
2,017 | 1,687 |
2,018 | 1,636 |
2,019 | 1,584 |
2,020 | 1,623 |
Thereafter | 8,381 |
Total | $ 16,637 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ 2,500 | $ 0 | $ 0 |
State | 621 | 0 | 0 |
Totals | 3,121 | 0 | 0 |
Deferred: | |||
Federal | 32,378 | (1,324) | 0 |
State | 815 | (378) | 0 |
Total income tax provision expense (benefit) | $ 36,314 | $ (1,702) | $ 0 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Net Deferred Tax Liabilities and Related Valuation Allowance(Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Amortization of intangibles | $ 12,130 | $ 0 |
Deferred revenue | 39,594 | 0 |
Derivative liability | 1,267 | 0 |
Tax credit carryforwards | 2,737 | 0 |
Net operating loss carryforwards and credits | 1,247 | 23,927 |
Stock based compensation | 2,493 | 1,606 |
Accrued expenses and other | 636 | (183) |
Total deferred tax assets | 60,104 | 25,350 |
Less valuation allowance | (39,605) | (25,350) |
Total deferred tax assets | 20,499 | 0 |
Deferred tax liabilities: | ||
Depreciation | (900) | 0 |
Investment in common stock | (35,995) | 0 |
Marketable securities | (32,945) | 0 |
Other | (1,709) | |
Net deferred tax liabilities | $ (49,341) | $ (1,709) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation Between Federal Income Tax and Company Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at federal statutory rate | $ (4,740) | $ (1,702) | |
State, net of federal tax benefit | (367) | 0 | |
Other permanent differences | 34 | 0 | |
Incentive stock compensation | 708 | 0 | |
IgDraSol transaction | 2,055 | 0 | |
Other | (71) | 0 | |
Acquired in-process research and development | 2,263 | 0 | |
Change in State rate | (62) | 0 | |
Research tax credits | (3,141) | 0 | |
Uncertain tax positions | 1,836 | 0 | |
Change in valuation allowance | 37,799 | 0 | |
Total income tax provision expense (benefit) | $ 36,314 | $ (1,702) | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 39,605,000 | $ 25,350,000 |
Uncertain income tax position, description | Under ASC 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. | |
Unrecognized tax benefits that would impact effective tax rate | $ 1,800,000 | |
Interest recognized | 0 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | 22,100,000 | |
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credits | 1,500,000 | |
Foreign Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credits | $ 2,200,000 |
Income Taxes - Summary of Rec75
Income Taxes - Summary of Reconciliation of Unrecognized Tax Expense (Benefits) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits balance at December 31, 2014 | $ 0 |
Increase related to current year tax positions | 1,836 |
Decrease related to current year tax positions | 0 |
Settlements | 0 |
Lapse in statute of limitations | 0 |
Unrecognized tax benefits balance at December 31, 2015 | $ 1,836 |
Related Party Agreements and 76
Related Party Agreements and Other - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2015 | May. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2015 | |
Related Party Transaction [Line Items] | |||||||
Investments in common stock | $ 10,000,000 | $ 112,008,000 | $ 10,000,000 | ||||
NantBioScience, Inc. [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of common stock shares acquired | 1 | ||||||
Investments in common stock | $ 10,000,000 | ||||||
Call Option [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Option premium associated with option agreement | 0 | ||||||
Levena Biopharma Co. LTD (Levena) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party, products purchases | $ 634,000 | $ 626,000 | $ 0 | ||||
Investor [Member] | Securities Purchase Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock shares to be issued in the future | 7.2 | 7.2 | |||||
Share price | $ 5.80 | $ 5.80 | |||||
Common stock shares subscribed, subscription receivable | $ 41,700,000 | $ 41,700,000 | |||||
Number of common stock shares called by warrants | 1.7 | 1.7 | |||||
Warrant exercisable period | 3 years | ||||||
Warrant exercise price per share | $ 5.80 | $ 5.80 | |||||
NantKwest [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of common shares held | 5.6 | ||||||
NantKwest [Member] | Development And License Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of common stock shares acquired | 5.6 | 5.6 | |||||
Investments in common stock | $ 10,000,000 | $ 10,000,000 | |||||
Nant Cell [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Payments to acquire interest in joint venture | $ 40,000,000 | ||||||
Upfront license payment received | 10,000,000 | ||||||
Vested equity received | $ 100,000,000 | ||||||
NantPharma [Member] | Stock Sale And Purchase Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Upfront payments received | $ 90,050,000 | ||||||
Regulatory and sales milestones payment receivable | $ 1,200,000,000 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation And Retirement Disclosure [Abstract] | |||
401(k) plan, Employer contribution amount | $ 237 | $ 57 | $ 0 |
Quarterly Financial Data (Una78
Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenues | $ 1,337 | $ 1,103 | $ 1,173 | $ 977 | $ 798 | $ 1,276 | $ 775 | $ 976 | $ 4,590 | $ 3,825 | $ 460 |
Operating costs and expenses | 18,997 | 36,738 | 11,706 | 11,154 | 10,544 | 8,407 | 8,766 | 10,850 | 78,595 | 38,567 | 22,128 |
Net loss attributable to Sorrento | $ (26,599) | $ (2,079) | $ (10,958) | $ (10,438) | $ (8,505) | $ (7,605) | $ (8,454) | $ (10,093) | $ (50,074) | $ (34,657) | $ (21,911) |
Net loss per share - basic and diluted | $ (0.62) | $ (0.03) | $ (0.30) | $ (0.29) | $ (0.26) | $ (0.27) | $ (0.33) | $ (0.44) | $ (1.24) | $ (1.30) | $ (1.46) |
Weighted-average shares | 37,770 | 37,328 | 36,315 | 36,206 | 29,636 | 28,533 | 25,341 | 23,051 | 36,909 | 26,679 | 15,046 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2016USD ($) | Aug. 31, 2015USD ($)Antibodyshares | Dec. 31, 2015 | Mar. 02, 2016USD ($)Antibody | |
TNK Therapeutics Inc [Member] | Membership Interest Purchase Agreement [Member] | CARgenix Holding LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash payment | $ 100,000 | |||
Minimum qualified financing | $ 50,000,000 | |||
Purchase agreement terms, description | In the event a Qualified Financing does not occur by March 15, 2016 or TNK does not complete an initial public offering of shares of its capital stock by March 31, 2016, in lieu of receiving shares of TNK pursuant to the acquisition, the Members shall receive an aggregate of 309,917 shares of Company common stock, subject to adjustment in certain circumstances. | |||
Aggregate common stock to be issued, shares | shares | 309,917 | |||
TNK Therapeutics Inc [Member] | Stock Purchase Agreement [Member] | B D L Products Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Cash payment | $ 100,000 | |||
Purchase agreement terms, description | In the event a Qualified Financing does not occur by March 15, 2016 or TNK does not complete an initial public offering of shares of its capital stock by March 31, 2016, in lieu of receiving shares of TNK pursuant to the acquisition, the Stockholders shall receive an aggregate of 309,917 shares of Company common stock, subject to adjustment in certain circumstances. | |||
Aggregate common stock to be issued, shares | shares | 309,917 | |||
TNK Therapeutics Inc [Member] | Class A [Member] | Membership Interest Purchase Agreement [Member] | CARgenix Holding LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock to be issued, value | $ 6,000,000 | |||
TNK Therapeutics Inc [Member] | Class A [Member] | Stock Purchase Agreement [Member] | B D L Products Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock to be issued, value | 6,000,000 | |||
Mabtech Limited [Member] | CHINA [Member] | ||||
Subsequent Event [Line Items] | ||||
Initial payment for license agreement | 10,000,000 | |||
Licensing agreement, additional amounts payable | $ 190,000,000 | |||
Licensing agreement, additional amounts payable, term | 4 years | |||
Number of monoclonal antibodies | Antibody | 4 | |||
Subsequent Event [Member] | ImmuneOncia Therapeutics, LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Initial investment | $ 10,000,000 | |||
Number of monoclonal antibodies | Antibody | 2 | |||
Ownership percentage in joint venture | 49.00% | |||
Subsequent Event [Member] | Mabtech Limited [Member] | CHINA [Member] | ||||
Subsequent Event [Line Items] | ||||
Initial payment for license agreement | $ 10,000,000 | |||
Licensing agreement, additional amounts payable | $ 180,000,000 | |||
Licensing agreement, additional amounts payable, term | 4 years | |||
Subsequent Event [Member] | Yuhan Corporation [Member] | ImmuneOncia Therapeutics, LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Ownership percentage in joint venture | 51.00% |