Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 09, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 | 50,887,102 | ||
Entity Public Float | $ 366.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 82,398 | $ 39,038 |
Marketable securities | 1,106 | 97,366 |
Grants and accounts receivables, net | 1,696 | 903 |
Income tax receivable | 1,289 | 1,715 |
Prepaid expenses and other, net | 3,165 | 1,996 |
Total current assets | 89,654 | 141,018 |
Property and equipment, net | 12,707 | 7,246 |
Intangibles, net | 64,766 | 3,912 |
Goodwill | 41,548 | 20,626 |
Investments in common stock | 112,008 | 112,008 |
Equity method investments | 76,994 | 58,119 |
Other, net | 3,909 | 590 |
Total assets | 401,586 | 343,519 |
Current liabilities: | ||
Accounts payable | 8,282 | 1,339 |
Accrued payroll and related | 3,565 | 2,361 |
Current portion of deferred compensation | 1,012 | 891 |
Accrued expenses | 4,741 | 3,927 |
Current portion of deferred revenue | 9,666 | 0 |
Derivative liability | 0 | 5,520 |
Current portion of deferred rent | 248 | 0 |
Acquisition consideration payable | 48,362 | 12,000 |
Current portion of debt | 209 | 4,835 |
Total current liabilities | 76,085 | 30,873 |
Long-term debt | 47,107 | 4,394 |
Deferred compensation | 0 | 12 |
Deferred tax liabilities | 53,238 | 49,341 |
Deferred revenue | 134,376 | 110,900 |
Deferred rent and other | 4,278 | 7,061 |
Total liabilities | 315,084 | 202,581 |
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 50,882,856 and 37,771,459 shares issued and outstanding at December 31, 2016 and 2015, respectively | 6 | 4 |
Additional paid-in capital | 303,865 | 184,898 |
Accumulated other comprehensive income | (118) | 73,579 |
Accumulated deficit | (174,252) | (113,329) |
Treasury stock, 7,568,182 shares and no shares at cost at December 31, 2016, and 2015, respectively | (49,464) | 0 |
Total Sorrento Therapeutics, Inc. stockholders' equity | 80,037 | 145,152 |
Noncontrolling interests | 6,465 | (4,214) |
Total equity | 86,502 | 140,938 |
Total liabilities and equity | $ 401,586 | $ 343,519 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 50,882,856 | 37,771,459 |
Common stock, shares outstanding | 50,882,856 | 37,771,459 |
Treasury stock, shares | 7,568,182 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues: | |||
Grant | $ 1,033 | $ 1,530 | $ 488 |
Royalties and licenses | 4,017 | 0 | 0 |
Sales and services | 3,102 | 3,060 | 3,337 |
Total revenues | 8,152 | 4,590 | 3,825 |
Operating costs and expenses: | |||
Costs of revenues | 811 | 1,950 | 2,043 |
Research and development | 42,175 | 31,343 | 23,983 |
Acquired in-process research and development | 45,000 | 24,013 | 209 |
General and administrative | 24,219 | 20,132 | 9,987 |
Intangible amortization | 845 | 1,157 | 2,345 |
(Gain) loss on contingent liabilities | (8,121) | 0 | 0 |
Total costs and operating expenses | 104,929 | 78,595 | 38,567 |
Loss from operations | (96,777) | (74,005) | (34,742) |
Gain on sale of IgDraSol, net | 0 | 69,274 | 0 |
Gain (loss) on derivative liabilities | 5,520 | (3,360) | 0 |
Gain on marketable securities | 27,193 | 0 | 0 |
Gain on trading securities | 356 | 0 | 0 |
Gain (loss) on equity investments | 435 | (4,041) | 0 |
Interest expense | (1,610) | (1,652) | (1,629) |
Interest income | 272 | 24 | 12 |
Loss on debt extinguishment | (222) | 0 | 0 |
Loss before income tax expense | (64,833) | (13,760) | (36,359) |
Income tax expense (benefit) | (896) | 36,314 | (1,702) |
Net loss | (63,937) | (50,074) | (34,657) |
Net loss attributable to noncontrolling interests | (3,014) | (4,263) | 0 |
Net loss attributable to Sorrento | $ (60,923) | $ (45,811) | $ (34,657) |
Net loss per share - basic and diluted per share attributable to Sorrento | $ (1.21) | $ (1.24) | $ (1.30) |
Weighted-average shares used during period - basic and diluted per share attributable to Sorrento | 50,360 | 36,909 | 26,679 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss attributable to Sorrento | $ (60,923) | $ (45,811) | $ (34,657) |
Other comprehensive income: | |||
Unrealized (loss) gain on marketable securities, net of tax of $(14,294), $14,294, and $0 | (73,579) | 73,579 | 0 |
Foreign currency translations adjustments and other | (118) | 0 | 0 |
Total other comprehensive income | (73,697) | 73,579 | 0 |
Comprehensive (loss) income attributable to Sorrento | (134,620) | 27,768 | (34,657) |
Comprehensive income (loss) attributable to noncontrolling interests | 0 | 0 | 0 |
Comprehensive (loss) income | $ (134,620) | $ 27,768 | $ (34,657) |
Consolidated Statements of Com6
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Unrealized gain on marketable securities, tax | $ (14,294) | $ 14,294 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Hercules Capital, Inc. [Member] | Scilex Pharmaceuticals, Inc [Member] | Common Stock [Member] | Common Stock [Member]Scilex Pharmaceuticals, Inc [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Hercules Capital, Inc. [Member] | Additional Paid-in Capital [Member]Scilex Pharmaceuticals, Inc [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated deficit [Member] | Noncontrolling Interest [Member] | Noncontrolling Interest [Member]Scilex Pharmaceuticals, Inc [Member] |
Balance at Dec. 31, 2013 | $ 66,809 | $ 2 | $ 99,668 | $ (32,861) | |||||||||
Balance, shares at Dec. 31, 2013 | 23,028,100 | ||||||||||||
Issuance of common stock with assignment agreement | 209 | 209 | |||||||||||
Issuance of common stock with assignment agreement, shares | 25,000 | ||||||||||||
Issuance of common stock with exercise of options | 304 | 304 | |||||||||||
Issuance of common stock with exercise of options, shares | 64,000 | ||||||||||||
Issuance of common stock warrants in connection with amended loan and security agreement | 322 | 322 | |||||||||||
Issuance of common stock | May 2014 [Member] | 26,643 | $ 1 | 26,642 | ||||||||||
Issuance of common stock | October 2014 [Member] | 3,420 | 3,420 | |||||||||||
Issuance of common stock, shares | May 2014 [Member] | 5,479,750 | ||||||||||||
Issuance of common stock, shares | October 2014 [Member] | 400,000 | ||||||||||||
Issuance of common stock warrants for cash | 41,723 | $ 1 | 41,722 | ||||||||||
Issuance of common stock warrants for cash, shares | 7,188,062 | ||||||||||||
Stock-based compensation | 3,940 | 3,940 | |||||||||||
Change in unrealized gain on marketable securities | 0 | ||||||||||||
Foreign currency translation adjustment | 0 | ||||||||||||
Net loss | (34,657) | (34,657) | |||||||||||
Balance at Dec. 31, 2014 | 108,713 | $ 4 | 176,227 | (67,518) | |||||||||
Balance, shares at Dec. 31, 2014 | 36,184,912 | ||||||||||||
Issuance of common stock with exercise of warrants, shares | 3,563 | ||||||||||||
Issuance of common stock with exercise of options | 1,699 | 1,699 | |||||||||||
Issuance of common stock with exercise of options, shares | 276,712 | ||||||||||||
Issuance of common stock upon achievement of milestone, shares | 1,306,272 | ||||||||||||
Stock-based compensation | 6,972 | 6,972 | |||||||||||
Change in unrealized gain on marketable securities | 73,579 | $ 73,579 | |||||||||||
Foreign currency translation adjustment | 0 | ||||||||||||
Sale of a noncontrolling interest | 49 | $ 49 | |||||||||||
Net loss | (50,074) | (45,811) | (4,263) | ||||||||||
Balance at Dec. 31, 2015 | $ 140,938 | $ 4 | 184,898 | 73,579 | (113,329) | (4,214) | |||||||
Balance, shares at Dec. 31, 2015 | 37,771,459 | 37,771,459 | |||||||||||
Issuance of common stock with exercise of options | $ 527 | 524 | |||||||||||
Issuance of common stock with exercise of options, shares | 204,668 | ||||||||||||
Issuance of common stock for private placement and investments, net | 108,301 | $ 3 | 108,298 | ||||||||||
Issuance of common stock for private placement and investments, shares | 27,598,235 | ||||||||||||
Issuance of common stock upon acquisition | $ 19,061 | $ 1 | $ 5,368 | $ 13,693 | |||||||||
Issuance of common stock upon acquisition, shares | 754,911 | ||||||||||||
Cancellation of stock issuance | (50,807) | $ (2) | $ (49,464) | (1,341) | |||||||||
Cancellation of stock issuance, shares | (15,446,343) | 7,568,182 | |||||||||||
Stock-based compensation | 4,741 | 4,741 | |||||||||||
Change in unrealized gain on marketable securities | (73,579) | (73,579) | |||||||||||
Foreign currency translation adjustment | (118) | (118) | |||||||||||
Hercules warrant | $ 1,377 | $ 1,377 | |||||||||||
Net loss | (63,937) | (60,923) | (3,014) | ||||||||||
Balance at Dec. 31, 2016 | $ 86,502 | $ 6 | $ (49,464) | $ 303,865 | $ (118) | $ (174,252) | $ 6,465 | ||||||
Balance, shares at Dec. 31, 2016 | 50,882,856 | 50,882,856 | 7,568,182 |
Consolidated Statements of Sto8
Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($)$ / shares | |
Issuance of common stock per share | $ / shares | $ 5.80 |
Common stock issuance cost | $ | $ 20 |
May 2014 [Member] | |
Issuance of common stock per share | $ / shares | $ 5.25 |
Common stock issuance cost | $ | $ 2,126 |
October 2014 [Member] | |
Issuance of common stock per share | $ / shares | $ 9 |
Common stock issuance cost | $ | $ 180 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net loss | $ (63,937) | $ (50,074) | $ (34,657) |
Adjustments to reconcile net loss to net cash provided by and (used in) operating activities: | |||
Depreciation and amortization | 2,885 | 2,370 | 3,184 |
Non-cash interest expense | 164 | 392 | 451 |
Gain on sale of IgDraSol | 0 | (69,274) | 0 |
Gain on sale of marketable securities | (27,193) | 0 | 0 |
Stock-based compensation | 4,741 | 6,972 | 3,940 |
Acquired in-process research and development | 0 | 12,000 | 209 |
Provision for doubtful accounts | 0 | 5 | 33 |
Gain or loss on derivative liability | (5,520) | 3,360 | 0 |
Gain or loss on equity investments | (435) | 4,041 | 0 |
(Gain) loss on contingent liabilities | (8,121) | 0 | 0 |
Deferred tax provision | 982 | 33,337 | (1,702) |
Changes in operating assets and liabilities; net of dispositions: | |||
Grants and other receivables | (472) | (176) | (371) |
Prepaid expenses and other | 38 | (1,052) | (979) |
Deposits and other assets | (448) | (1,715) | 0 |
Accounts payable | 3,714 | (2,713) | (497) |
Deferred revenue | 23,534 | 9,876 | 0 |
Deferred rent and other | (2,535) | 0 | 0 |
Accrued expenses and other liabilities | 1,711 | 10,582 | 1,625 |
Net cash used for operating activities | (70,892) | (42,069) | (28,764) |
Investing activities | |||
Purchases of property and equipment | (6,860) | (3,707) | (591) |
Investment in SiniWest | 0 | (11,500) | (10,000) |
Purchase of business, net of cash acquired | (3,842) | 0 | 0 |
Net cash (used in) provided by investing activities | (17,452) | 12,552 | (10,591) |
Financing activities | |||
Net borrowings under loan and security agreement | 0 | 0 | 7,500 |
Proceeds from issuance of common stock, net | 107,986 | 0 | 71,786 |
Cash payments for treasury shares | (15,639) | 0 | 0 |
Proceeds from loan and security agreement, net of fees | 48,320 | (3,095) | 0 |
Payments of debt principal on retired note | (9,451) | 0 | 0 |
Net payments of deferred compensation | 0 | (2,000) | 0 |
Sale of a noncontrolling interest | 0 | 49 | 0 |
Proceeds from exercise of stock options | 524 | 1,699 | 304 |
Net cash provided by (used in) financing activities | 131,740 | (3,347) | 79,590 |
Net change in cash and cash equivalents | 43,396 | (32,864) | 40,235 |
Net effect of exchange rate changes on cash | 0 | 0 | 0 |
Cash and cash equivalents at beginning of period | 39,038 | 71,902 | 31,667 |
Cash and cash equivalents at end of period | 82,398 | 39,038 | 71,902 |
Cash paid during the period for: | |||
Income taxes | 2 | 3,001 | 6 |
Interest paid | 1,342 | 1,574 | 1,544 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Gain on marketable securities | 78,358 | 0 | 0 |
Stock subscribed | 612 | 0 | 0 |
Common stock received in exchange for license | 0 | (100,000) | 0 |
Contributions to equity method investments made on Company's behalf | 0 | (60,000) | 0 |
Property and equipment costs incurred but not paid | 0 | 2,396 | 0 |
Sini West [Member] | |||
Investing activities | |||
Investment in SiniWest | (1,000) | 0 | 0 |
Celularity Inc [Member] | |||
Investing activities | |||
Investment in SiniWest | (5,000) | 0 | 0 |
MedoveX [Member] | |||
Investing activities | |||
Investment in SiniWest | (750) | 0 | 0 |
ImmuneOncia Therapeutics, LLC [Member] | |||
Supplemental disclosures of non-cash investing and financing activities: | |||
Investment in ImmuneOncia | (9,608) | 0 | 0 |
Scilex Pharmaceuticals, Inc [Member] | |||
Supplemental disclosures of non-cash investing and financing activities: | |||
Purchase of intangible assets of Scilex | (82,531) | 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 | 0 | (69,274) | 0 |
Investing activities | |||
Proceeds from sale of IgDraSol | $ 0 | $ 27,759 | $ 0 |
VALUATION AND QUALIFYING ACCOUN
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2016 | |
Valuation And Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at Reserves Acquired Additions Deductions Balance at Fiscal Year 2016: Income tax valuation allowance 39,605 — 41,434 — 81,039 $ 39,605 $ — $ 41,434 $ — $ 81,039 Fiscal Year 2015: Income tax valuation allowance 25,350 — 14,255 — 39,605 $ 25,350 $ — $ 14,255 $ — $ 39,605 Fiscal Year 2014: Income tax valuation allowance 12,299 — 13,051 — 25,350 $ 12,299 $ — $ 13,051 $ — $ 25,350 |
Nature of Operations and Busine
Nature of Operations and Business Activities | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [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 clinical stage biotechnology company focused on delivering clinically meaningful therapies to patients and their families, globally. The Company’s primary focus is to transform cancer into a treatable or chronically manageable disease. The Company also has programs assessing the use of its technologies and products in auto-immune, inflammatory, neurodegenerative, infectious diseases and pain indications with high unmet medical needs. At its core, the Company is an antibody-centric company and leverages its proprietary G-MAB ™ The Company’s vision is to leverage these antibodies in conjunction with proprietary targeted delivery modalities to generate the next generation of cancer therapeutics. These modalities include proprietary antibody drug conjugates (“ADCs”), bispecific approaches, as well as T-Cell Receptor (“TCR”)-like antibodies. With LA Cell, Inc. (“LA Cell”), the Company’s joint venture with City of Hope, the Company’s objective is to become the global leader in the development of antibodies against intracellular targets such as STAT3, mutant KRAS, MYC, p53 and TAU. Additionally, the Company has acquired and is assessing the regulatory and strategic path forward for its portfolio of late stage biosimilar/biobetter antibodies based on Erbitux ® ® ® ® With each of its programs, the Company aims to tailor its therapies to treat specific stages in the evolution of cancer, from elimination, to equilibrium and escape. In addition, the Company’s objective is to focus on tumors that are resistant to current treatments and where the Company can design focused trials based on a genetic signature or biomarker to ensure patients have the best chance of a durable and significant response. The Company has several immuno-oncology programs that are in or near to entering the clinic. These include cellular therapies, an oncolytic virus and a palliative care program targeted to treat intractable cancer pain. Finally, as part of its global aim to provide a wide range of therapeutic products to meet underserved therapeutic markets, the Company has made investments and developed a separate pain focused franchise which the Company believes will serve to provide short term upside to its core thesis. Through December 31, 2016, the Company had devoted substantially all of its efforts to product development, raising capital and building infrastructure, and had not realized revenues from its planned principal operations. The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. All intercompany balances and transactions have been eliminated in consolidation. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Liquidity And Going Concern [Abstract] | |
Liquidity and Going Concern | 2. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred substantial net losses and negative operating cash flows for the years ended December 31, 2016, 2015, and 2014 and anticipates that it will continue to do so for the foreseeable future as it continues to identify and invest in advancing product candidates, as well as expanding corporate infrastructure. As of December 31, 2016, the Company had $50.0 million of long term debt associated with the Loan and Security Agreement, dated November 23, 2016, by and among the Company and certain of its domestic subsidiaries (together with the Company, the “Borrowers”) The Company has plans in place to obtain sufficient additional fundraising to fulfill its operating and capital requirements for the next 12 months and to maintain compliance with the Loan Agreement covenants. The Company’s plans include continuing to fund its operating losses and capital funding needs through public or private equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or other arrangements. Although management believes such plans, if executed as planned, should provide the Company sufficient financing to meet its needs, successful completion of such plans is dependent on factors outside of the Company’s control. As such, management cannot be certain that that such plans will be effectively implemented within one year after the date that the financial statements are issued. To the extent the Company is unable to execute on these plans, or is unable to amend the Loan Agreement to maintain compliance with the Loan Agreement covenants, the Company would be in default under the Loan Agreement and the outstanding loan balance may be declared immediately due and payable. Further, the provisions of the Loan Agreement allows for Hercules to exercise a material adverse event clause should the Company incur a material adverse event within the meaning provided by the Loan Agreement, which could include the going concern matters described herein. Should Hercules invoke the material adverse event clause, the outstanding loan balance may be declared immediately due and payable. Although reasonably possible, the Company believes that it is not probable that the material adverse event clause associated with Loan Agreement will be exercised. If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable, the Company may have to significantly delay, scale back or discontinue the development or commercialization of one or more of its product candidates. The Company may also seek collaborators for one or more of its current or future product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available. The consolidated financial statements do not reflect any adjustments that might be necessary if the Company is unable to continue as a going concern. Universal Shelf Registration In November 2014, the Company filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”) 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. Pursuant to the Shelf Registration Statement, the Company may offer such securities from time to time and through one or more methods of distribution, subject to market conditions and the Company’s capital needs. Specific terms and prices will be determined at the time of each offering under a separate prospectus supplement, which will be filed with the SEC at the time of any offering. However, the Company cannot be sure that such additional funds will be available on reasonable terms, or at all. 2016 Private Investment in Public Entity Financing On April 3, 2016, the Company entered into a Securities Purchase Agreement (the “ABG Purchase Agreement”) with ABG SRNE Limited and Ally Bridge LB Healthcare Master Fund Limited (collectively, “Ally Bridge”), pursuant to which, among other things, the Company agreed to issue and sell to Ally Bridge and other purchasers that may be designated by Ally Bridge (collectively, the “ABG Purchasers”), in a private placement transaction (the “ABG Private Placement”), up to $50.0 million in shares of the Company’s common stock (“Common Stock”) and warrants to purchase shares of Common Stock. Upon the closing of the ABG Private Placement, the Company issued to the ABG Purchasers (1) an aggregate of 9,009,005 shares (the “ABG Shares”) of Common Stock, Under the terms of the ABG Purchase Agreement, the Company was obligated to prepare and file with the SEC, within 30 days of the closing date of the ABG Private Placement, a registration statement to register for resale the ABG Shares and the shares of Common Stock issuable upon exercise of each ABG Warrant (the “ABG Warrant Shares”), and may be required to effect certain registrations to register for resale the ABG Shares and the ABG Warrant Shares in connection with certain “piggy-back” registration rights granted to the ABG Purchasers. On April 3, 2016, the Company also entered into a Securities Purchase Agreement (collectively, the “Additional Purchase Agreements”) with each of Beijing Shijilongxin Investment Co., Ltd. ( “Beijing Shijilongxin”), FREJOY Investment Management Co., Ltd. (“Frejoy”) and Yuhan Corporation (“Yuhan”), pursuant to which, among other things, the Company agreed to issue and sell, in separate private placement transactions: (1) to Beijing Shijilongxin, 8,108,108 shares of Common Stock, and a warrant to purchase 1,176,471 shares of Common Stock, for an aggregate purchase price of $45.0 million; (2) to Frejoy, 8,108,108 shares of Common Stock, and a warrant to purchase 1,176,471 shares of Common Stock, for an aggregate purchase price of $45.0 million; and (3) to Yuhan, 1,801,802 shares of Common Stock, and a warrant to purchase 235,294 shares of Common Stock, for an aggregate purchase price of $10.0 million. The warrants to be issued pursuant to each of the Additional Purchase Agreements (collectively, the “Additional Warrants” and, together with each ABG Warrant, the “Warrants”) had an exercise price of $8.50 per share, were immediately exercisable upon issuance, had a term of three years and were exercisable on a cash or cashless exercise basis. Under the terms of the Additional Purchase Agreements, each of Beijing Shijilongxin, Frejoy and Yuhan had the right to demand, at any time beginning six months after the closing of the transactions contemplated by the applicable Additional Purchase Agreement, that the Company prepare and file with the SEC a registration statement to register for resale such investor’s shares of Common Stock purchased pursuant to the applicable Additional Purchase Agreement and the shares of Common Stock issuable upon exercise of such investor’s Additional Warrant. In addition, the Company may be required to effect certain registrations to register for resale such shares in connection with certain “piggy-back” registration rights granted to Beijing Shijilongxin, Frejoy and Yuhan. On May 2, 2016, the Company closed its private placement of common stock and warrants with Yuhan for gross proceeds of $10.0 million. Yuhan purchased 1,801,802 shares of common stock at $5.55 per share and a warrant to purchase 235,294 shares of common stock. The warrant was exercisable for three years at an exercise price of $8.50 per share. Between May 31, 2016 and June 7, 2016, the Company closed on the remainder of the $150.0 million financing with the ABG Purchasers, Beijing Shijilongxin, and Frejoy. The ABG Purchasers led the financing and, together with Beijing Shijilongxin and Frejoy, collectively purchased 25,225,221 shares of common stock at $5.55 per share, and warrants to purchase 5,055,642 shares of common stock for total cash consideration of $86.5 million and secured promissory notes (the “Notes”) in an aggregate principal amount of $53.5 million. On December 31, 2016, the Company entered into Warrant and Note Cancellation and Share Forfeiture Agreements (the “Cancellation and Forfeiture Agreements”) with certain investors (the “Investors”) that held an aggregate of 7,838,259 shares of Common Stock and certain of the Warrants granting the right to purchase an aggregate of 1,137,316 shares of Common Stock. Pursuant to the Cancellation and Forfeiture Agreements, effective December 31, 2016, the Warrants held by the Investors and the Notes, of which $43.5 million was then outstanding, were cancelled and the shares of Common Stock held by the Investors were forfeited and returned to the Company. If the Company raises s additional |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. Fair Value of Financial Instruments The Company follows accounting guidance on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: • Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. • Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. • Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The carrying amounts of cash equivalents and marketable securities approximate their fair value based upon quoted market prices. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis, but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash, accounts receivable and payable, and other financial instruments in current assets or current liabilities. Marketable Securities Marketable securities are designated either as trading or available-for-sale securities and are accounted for at fair value. Marketable securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Marketable securities that are readily available for use in current operations and are classified as short-term available-for-sale securities are reported as a component of current assets in the accompanying consolidated balance sheets. Marketable securities that are not trading securities and are not considered available for use in current operations are classified as long-term available-for-sale securities and are reported as a component of long-term assets in the accompanying consolidated balance sheets. Securities that are classified as trading are carried at fair value, with changes to fair value reported as a component of income. Securities that are classified as available-for-sale are carried at fair value, with temporary unrealized gains and losses reported as a component of stockholders' equity until their disposition. The cost of securities sold is based on the specific identification method. All of the Company’s marketable securities are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. For the year ended December 31, 2016, no other-than-temporary impairment charges were recorded. Grants and Accounts Receivable Grants receivable at December 31, 2016 and 2015 represent amounts due under several federal contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a division of the National Institutes of Health (“NIH”) (collectively, the “NIH Grants”). The Company considers the grants receivable to be fully collectible; accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Accounts receivable at December 31, 2016 and 2015 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, 2016 and 2015, the allowance for doubtful accounts was $26 thousand and $5 thousand, respectively. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years. Leasehold improvements are amortized over the lesser of the life of the lease or the life of the asset. Repairs and maintenance are charged to expense as incurred. Acquisitions and Intangibles The Company has engaged in business combination activity. The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with each acquisition, as goodwill presents the excess of the purchase price of an acquired business over the fair value of its net tangible and identifiable intangible assets. Goodwill and Other Long-Lived Assets Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company proceeds to perform the two-step test for goodwill impairment. The first step involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to determine the amount of loss, which involves comparing the implied fair value of the goodwill to the carrying value of the goodwill. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. The Company performed its annual assessment for goodwill impairment in the fourth quarter of 2016, 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, 2016. Acquisition Consideration Payable - Gain on Contingent Liabilities Acquisition consideration payable relates to the Company’s acquisition of businesses and various other assets and is recorded on the Company’s consolidated balance sheets at fair value and is re-measured at each balance sheet date until such contingent liabilities have been settled, with changes in fair value recorded as gain on contingent liabilities. The Company estimates the fair value of contingent consideration based on level 3 inputs primarily driven by the probability of achieving certain financing or operating related milestones. S ubsequent to the issuance of its third quarter financial statements, the Company identified an error related to the fair value measurement of the acquisition consideration payable as of December 31, 2015. Consequently, the 2016 gain on contingent liabilities includes a $991 thousand adjustment to the fair value of contingent consideration liability that relates to 2015. Derivative Liability Derivative liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are exercised or expire, with changes in the fair value between reporting periods recorded as other income or expense. The Company estimates the fair value of derivative liabilities using the Black-Scholes option pricing model. Investments in Other Entities The Company holds a portfolio of investments in equity securities that are accounted for under either the equity method or cost method. Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in loss on equity 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 the Company 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, may be immediately expensed as acquired in-process research and development provided that the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, have no alternative future use. Prior to November 8, 2016, all acquired IPR&D was expensed immediately. The acquired in-process research and development related to the business combination of Scilex Pharmaceuticals Inc. (“Scilex”) for which certain products are under development and expected to be commercialized in the near future was capitalized and recorded within “Intangibles, net” on the accompanying consolidated balance sheet. Capitalized IPR&D will be reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable. Income Taxes The provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” 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, 2016, 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 license fees, various NIH grant awards, and from the sale of customized reagents and the provision of contract development services. The revenue from the NIH grant awards is based upon subcontractor and internal costs incurred that are specifically covered by the grant, and where applicable, a facilities and administrative rate that provides funding for overhead expenses. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs internal expenses that are related to the grant. License fees for the licensing of product rights are recorded as deferred revenue upon receipt of cash and recognized as revenue on a straight-line basis over the license period. Revenues from sales are generated from the sale of customized reagents which include industrial standard cytotoxins, linkers, and linker-toxins used for preparing ADCs. Contract development services include providing synthetic expertise to customers’ synthesis by delivering proprietary cytotoxins, linkers and linker-toxins and ADC service using industry standard toxin and antibodies provided by customers. Revenue is recognized when, (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. The Company is obligated to accept from customers the return of products sold that are damaged or do not meet certain specifications. The Company may authorize the return of products sold in accordance with the terms of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company has not experienced any sales returns. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718 “Compensation – Stock Compensation,” The Company accounts for equity instruments, including restricted stock or stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing model. The fair value of options and restricted stock granted to non-employees is re-measured over the vesting period, and the resulting changes in fair value are recognized as expense in the period of the change in proportion to the services rendered to date. Comprehensive (Loss) Income Comprehensive (loss) income is primarily comprised of net income (loss) and adjustments for the change in unrealized gains and losses on the Company’s investments in available-for-sale marketable securities, net of taxes. The Company displays comprehensive (loss) income and its components in its consolidated statements of comprehensive (loss) income. Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or the exercise of outstanding warrants. The treasury stock method and if-converted method are used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share. During 2016, 2015 and 2014, 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, 2016 2015 2014 Outstanding options 4,332,876 2,960,816 2,235,000 Outstanding warrants 7,740,340 1,972,630 1,980,630 Segment Information The Company is engaged primarily in the discovery and development of innovative therapies focused on oncology and the treatment of chronic cancer pain as well as immunology and infectious diseases based on its platform technologies. Accordingly, the Company has determined that it operates in one operating segment. During the quarter ended December 31, 2016, the Company acquired a majority stake in Scilex Pharmaceuticals, Inc. (“Scilex”) a developer of specialty pharmaceutical products for the treatment of chronic pain. The operating activities of Scilex are considered to be qualitatively and economically similar to the operating activities of the Company. The consolidated results of operations of Scilex were not material to the Company’s reported results for the year ended December 31, 2016. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) ASU No. 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016, and interim periods thereafter annual reporting periods beginning after December 15, 2017, and interim periods thereafter. In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810)—Amendments to the Consolidation Analysis In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU No. 2016-02 , Leases . ASU No. 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 No. 2016-2 is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU No. 2016-2 will have on its consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, ASU No. 2016-06 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU No. 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The Company is currently evaluating the impact that the adoption of ASU No. 2016-13 will have on its consolidated financial position, results of operations and cash flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Acquisition of Scilex Pharmaceuticals Inc. On November 8, 2016, the Company entered into a stock purchase agreement with a majority of the stockholders of Scilex to acquire approximately 72% of the outstanding capital stock of Scilex. Scilex focuses on the development and commercialization of specialty pharmaceutical products for the treatment of pain; its lead product, ZTlido TM The consolidated and combined financial statements include the results of operations from this transaction, which have been accounted for as a business combination, and require, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The valuation of the acquired assets and liabilities resulted in the recognition of identifiable assets of approximately $62.5 million comprised mainly of in-process research and development of $25.2 million, patents of $36.0 million, and goodwill of $18.1 million. Various factors contributed to the establishment of goodwill, including an assembled workforce. The consolidated results of operations of Scilex were not material to the Company’s reported results for the year ended December 31, 2016. Acquired In-process Research and Development of Cargenix I n August 2015, the Company and TNK Therapeutics, Inc., its subsidiary (“TNK”) entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with CARgenix Holdings LLC (“CARgenix”) and the members of CARgenix (the “Members”) pursuant to which the Members sold all of their membership interests in CARgenix to TNK for: (1) a cash payment of $100.00, and (2) $6.0 million in shares of TNK Class A common stock (“TNK Class A Stock”), subject to adjustment in certain circumstances, to be issued to the Members upon a financing resulting in gross proceeds (individually or in the aggregate) to TNK of at least $50.0 million (a “Qualified Financing”). In accordance with an amendment to the Membership Interest Purchase Agreement entered into in March 2016, in the event a Qualified Financing did not occur by September 15, 2016 or TNK did not complete an initial public offering of shares of its capital stock by October 15, 2016, in lieu of receiving shares of TNK pursuant to the acquisition, the Members would receive an aggregate of 309,917 shares of the Company’s common stock, subject to adjustment in certain circumstances. TNK did not complete a Qualified Financing by the amended financing deadline and the Company issued 309,917 shares of its common stock to the Members on October 7, 2016. Acquired In-process Research and Development of BDL In August 2015, the Company and TNK entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with BDL Products, Inc. (“BDL”) and the stockholders of BDL (“Stockholders”) pursuant to which the Stockholders sold all of their shares of capital stock in BDL to TNK for: (1) a cash payment of $100.00, and (2) $6.0 million in shares of TNK Class A Stock, subject to adjustment in certain circumstances, to be issued to the Stockholders upon a Qualified Financing. In accordance with subsequent amendments to the Stock Purchase Agreement, in the event a Qualified Financing does not occur by October 15, 2017 or TNK does not complete an initial public offering of shares of its capital stock by September 15, 2017, in lieu of receiving shares of TNK pursuant to the acquisition, the Stockholders shall receive an aggregate of 309,917 shares of the Company’s common stock, subject to adjustment in certain circumstances. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Fair value measurement is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy is established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company's own assumptions. The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis. (in thousands): Fair Value Measurements at December 31, 2016 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and Cash Equivalents $ 82,398 $ 82,398 $ — $ — Marketable securities $ 1,106 $ 831 $ — $ 275 Total assets $ 83,504 $ 83,504 $ — $ — Liabilities: Acquisition consideration payable $ 48,362 $ — $ — $ 48,362 Total liabilities $ 48,362 $ — $ — $ 48,362 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 The Company's financial assets and liabilities carried at fair value are comprised of cash and cash equivalents acquisition consideration payable and derivative instruments. Cash and cash equivalents consist of money market accounts and bank deposits which are highly liquid and readily tradable. These investments are valued using inputs observable in active markets for identical securities. Marketable securities are valued using inputs observable in active markets for identical securities. The Company recorded contingent consideration as part of its acquisitions of Shanghai Three Alliance Biotech Co. LTD (“Shanghai Three”), Roger Williams Medical Center (“RWMC”), Concortis, Inc., (“Concortis”), BDL, CARgenix, and Scilex. The fair value of the contingent consideration measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Contingent consideration is measured using the income approach and discounting to present value the contingent payments expected to be made based on assessment of the probability that the company would be required to make such future payment. In August 2015, the Company recorded $12 million of contingent consideration related to the asset acquisitions of CARgenix and BDL. In October 2016 the $6 million contingent liability associated with the CARgenix acquisition was settled. During the year, the Company recorded a $2.3 million gain associated with the re-measurement to fair value of the contingent consideration associated with the CARgenix contingent consideration. The contingent liability associated with the BDL acquisition was $6 million as of the beginning of the year and was re-measured based on fair value in the current year, resulting in a $2.7 million gain recognized in earnings. The gains recognized in earnings are recorded in the consolidated statement of operations as gain or loss on contingent liabilities. The following table includes a summary of the contingent consideration liabilities associated with acquisitions entered into during the year ended December 31, 2016. The contingent consideration is measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016: (in thousands) 2016 Fair Value at Beginning of Year — Contingent consideration – current year acquisitions 46,826 Remeasurement of Fair Value – current year acquisitions (1,775) Payment of current year contingent consideration — Balance at End of Year $ 45,052 The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016. (in thousands) 2016 Fair Value at Beginning of Year $ 5,520 Additions — Expiration of derivative liability (5,520) Payments — Balance at End of Year $ — The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3 of the fair value hierarchy at December 31, 2016: Fair Value at 12/31/16 Valuation Methodology Significant Unobservable Input Weighted Average BDL Contingent Consideration $ 3,311 Discount Rate Percent probabilities assigned to scenarios 15.71% 50% Scilex Contingent Consideration $ 40,000 Discount Rate Probability of Regulatory Milestone 2.28% 95% Concortis Contingent Consideration $ 596 Multiple outcome Discount Rate Percent probabilities assigned to scenarios 12.21% 20% Shanghai Three Contingent Consideration Discount Rate Percent probabilities assigned to scenarios 12.21% 50% RWMC Contingent Consideration Discount Rate, Percent probabilities assigned to scenarios 12.21% 50% The principal significant unobservable inputs used in the valuations of the contingent considerations are the discount rates, and probabilities assigned to scenario outcomes. An increase in the discount rate or regulatory milestone will cause a decrease in the fair value of the contingent consideration. Conversely, a decrease in the discount rate will cause an increase in the fair value of the contingent consideration. An increase in the probabilities assigned to certain scenarios will cause the fair value of contingent consideration to increase. Conversely, a decrease in the probabilities assigned to certain scenarios will cause the fair value of contingent considerations to decrease. Fair Value of Other Financial Instruments The carrying value and fair value of the company’s notes receivable and debt obligations are as follows (in thousands): December 31, 2016 Carrying Value Fair Value Debt Obligations: Term Loan 47,316 47,316 $ 47,316 $ 47,316 |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | 6 . Marketable Securities Marketable securities consisted of the following as of December 31, 2016 (in thousands): December 31, 2016 Cost Gross Unrealized Gains (Losses) Gross Realized Gains (Losses) Fair Value Trading securities: MedoveX common shares and warrants $ 750 $ 356 $ — $ 1,106 December 31, 2015 Cost Gross Unrealized Gains (Losses) Gross Realized Gains (Losses) Fair Value Avaliable-for-sale securities: NantKwest common shares and warrants $ 10,000 $ 87,366 $ — $ 97,366 Available-for-sale Securities On July 27, 2015, NantKwest, Inc. (“NantKwest”) completed its initial public offering (“IPO”). Prior to the IPO the Company’s investment in NantKwest was accounted for using the cost method and the total investment of $10.0 million was classified as part of 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 amended. As these were short term restrictions, the Company did not apply a marketability discount. At December 31, 2015, the Company recorded an unrealized gain of $73.6 million, representing the difference between the $10.0 million cost basis and the estimated fair value net of tax, as accumulated other comprehensive income in the stockholder's equity section of the Company’s consolidated balance sheet and as a change in unrealized gains and losses on marketable securities in the Company’s consolidated statements of comprehensive income (loss). The Company’s investment in NantKwest was revalued on each balance sheet date. The fair value of the Company’s holdings in NantKwest at December 31, 2015 is a Level 1 measurement. In July 2016, the Company completed the transactions contemplated by a letter agreement (the “Letter Agreement”) with the Chan Soon-Shiong Family Foundation (“Foundation”) and Cambridge Equities, LP (“Cambridge”). Pursuant to the terms of the Letter Agreement, among other things, (i) the Company agreed to sell to Foundation, and Foundation agreed to purchase from the Company, an aggregate of 5,618,326 shares of common stock of NantKwest held by the Company (representing all shares of NantKwest held by the Company), (ii) Foundation agreed to sell to the Company, and the Company agreed to purchase all reported shares held by Foundation and Cambridge, constituting an aggregate of 7,878,098 shares of Common Stock, (iii) Cambridge agreed to forfeit its right to purchase 500,000 shares of Common Stock issuable pursuant to a warrant to purchase 1,724,138 shares of Common Stock issued by the Company, and (iv) the Company agreed to pay to Foundation an aggregate of approximately $15.6 million. Effective upon closing, the Company repurchased the 7,878,098 shares of Common Stock. The Company recognized a gain of $27.2 million on the sale of the NantKwest stock in its consolidated statement of operations for the twelve months ended December 31, 2016 as a result of the transaction. Trading Securities On August 5, 2016, the Company entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) with MedoveX Corporation (“MedoveX”). Pursuant to the terms of the Unit Purchase Agreement, the Company purchased three Units for $750 thousand. Each Unit had a purchase price of $250 thousand and consisted of (i) 208,333 shares of MedoveX common stock (the “MedoveX Common Stock”), and (ii) a warrant to purchase 104,167 shares of MedoveX Common Stock (the “MedoveX Warrant”). The MedoveX Warrant has an initial exercise price of $1.52 per share, subject to adjustment, and is initially exercisable six months following the date of issuance for a period of five years from the date of issuance. In addition, the Company entered into a Registration Rights Agreement with MedoveX pursuant to which MedoveX was required to file a registration statement registering for resale all shares of MedoveX Common Stock and shares of MedoveX Common Stock issuable pursuant to the MedoveX Warrant issued as part of the Units. The Company recorded a gain on trading securities of $356 thousand, representing the difference between the $750 thousand cost basis and the estimated fair value as of December 31, 2016, in the Company’s consolidated statements of operations. The Company’s investment in MedoveX will be revalued on each balance sheet date. The fair value of the Company’s holding in MedoveX Common Stock at December 31, 2016 is a Level 1 measurement. The fair value of the Company’s holdings in the MedoveX Warrant was estimated using the Black-Scholes option-pricing method. The risk-free rate was derived from the U.S. Treasury yield curve, matching the MedoveX Warrant’s term, in effect at the measurement date. The volatility factor was determined based on MedoveX’s historical stock prices. The warrant valuation is a Level 3 measurement. The following table includes a summary of the warrant measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016 (in thousands): Total Beginning balance at December 31, 2015 $ — Addition of warrant 291 Change in fair value of warrant (16) Ending balance at December 31, 2016 $ 275 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Furniture and fixtures 458 282 Office equipment 326 128 Machinery and lab equipment 13,220 7,519 Leasehold improvements 3,625 2,034 17,630 9,963 Less accumulated depreciation (4,922) (2,717 ) $ 12,707 $ 7,246 Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $1,951 thousand, $1,134 thousand and $754 thousand, respectively. |
Investments in Common Stock
Investments in Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Investments [Abstract] | |
Investments in Common Stock | 8. Investments in Common Stock As of December 31, 2016 and 2015 $112.0 million |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity Method Investments | 9. Equity Method Investments NANTibody In April 2015, the Company and NantCell, a wholly-owned subsidiary of NantWorks, Inc. (“NantWorks”), a private company owned by Dr. Patrick Soon-Shiong, established a new entity called Immunotherapy NANTibody, LLC (“NANTibody”) as a stand-alone biotechnology company with $100.0 million initial joint funding. NantCell owns 60% of the equity interest of NANTibody and agreed to contribute $60.0 million to NANTibody. The Company owns 40% of NANTibody and in July 2015, the Company had NantPharma, LLC (“NantPharma”) contribute its portion of the initial joint funding of $40.0 million to NANTibody from the proceeds of the sale of IgDraSol, Inc. (“IgDraSol”). NANTibody will focus on accelerating the development of multiple immuno-oncology mAbs for the treatment of cancer, including but not limited to anti-PD-1, anti-PD-L1, anti-CTLA4 mAbs, and other immune-check point antibodies as well as 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, 2016, the carrying value of the Company’s investment in NANTibody was approximately $40 million. NANTibody recorded net loss of $95 thousand for the period from its inception in April 2015 through September 30, 2015 and net income of $592 thousand for its year-to-date period September 30, 2016. As of September 30, 2016, NANTibody had $100.7 million in current assets and $242 thousand in current liabilities and no noncurrent assets or noncurrent liabilities. The financial statements of NANTibody are not received sufficiently timely for the Company to record its portion of earnings or loss in the current financial statements and therefore the Company reports its portion of earnings or loss on a quarter lag. NantStem In July 2015, the Company and NantBioScience, a wholly-owned subsidiary of NantWorks, established a new entity called NantCancerStemCell, LLC (“NantStem”) as a stand-alone biotechnology company with $100.0 million initial joint funding. As initially organized, NantBioScience was obligated to make a $60.0 million cash contribution to NantStem for a 60% equity interest in NantStem, and the Company was obligated to make a $40.0 million cash contribution to NantStem for a 40% equity interest in NantStem. Fifty percent of these contributions were funded in July 2015 and the remaining amounts were to be made by no later than September 30, 2015. The Company had NantPharma contribute its portion of the initial joint funding of $20.0 million to NantStem from the proceeds of the sale of IgDraSol. In the fourth quarter of 2015, the Company determined it had an other-than-temporary decline in the value of NantStem and recognized a loss of $4.0 million in loss on equity investments on its consolidated statement of operations for the year ended December 31, 2015. There was no loss related to other-than-temporary impairment recognized for the equity investment for the year ended December 31, 2016. The Company is accounting for its interest in NantStem as an equity method investment, due to the significant influence the Company has over the operations of NantStem through its board representation and 20% voting interest. The Company’s investment in NantStem is reported in equity method investments on its consolidated balance sheets and its share of NantStem’s loss is recorded in loss on equity investments on its consolidated statement of operations. As of December 31, 2016, the carrying value of the Company’s investment in NantStem was approximately $18.5 million. NantStem recorded net loss of $15 thousand for the period from its inception in July 2015 through September 30, 2015 net income of $1.7 million for its year-to-date period ended September 30, 2016. As of September 30, 2016, NantStem had $81.7 million in current assets and no current liabilities and no noncurrent assets or noncurrent liabilities. The financial statements of NantStem are not received sufficiently timely for the Company to record its portion of earnings or loss in the current financial statements and therefore the Company reports its portion of earnings or loss on a quarter lag. Yuhan Agreement In March 2016, the Company and Yuhan Corporation, a South Korea company (“Yuhan”), entered into an agreement to form a joint venture company called ImmuneOncia Therapeutics, LLC (“ImmuneOncia”) to develop and commercialize a number of immune checkpoint antibodies against undisclosed targets for both hematological malignancies and solid tumors. Under the terms of the joint venture agreement, Yuhan contributed an initial investment of $10.0 million to ImmuneOncia, and the Company granted ImmuneOncia an exclusive license to one of its immune checkpoint antibodies for specified countries while retaining the rights for the U.S., European and Japanese markets, as well as global rights for ImmuneOncia to two additional antibodies that will be selected by ImmuneOncia from a group of pre-specified antibodies from the Company’s immuno-oncology antibody portfolio. Yuhan owns 51% of ImmuneOncia, while the Company owns 49%. In April 2016, Yuhan purchased $10.0 million of shares of Common Stock, and warrants as part of the Company’s private placement offering. The Company is accounting for its interest in Yuhan as an equity method investment, due to the significant influence the Company has over the operations of Yuhan through its board representation and 49% voting interest while not sharing joint control with Yuhan. The Company’s investment in ImmuneOncia is reported in equity method investments on its consolidated balance sheets and its share of Yuhan’s loss is recorded in loss on equity investments on its consolidated statement of operations. As of December 31, 2016, the carrying value of the Company’s investment in Yuhan was approximately $9.5 million. Celularity Transaction On November 1, 2016, the Company loaned $5.0 million to Celularity, Inc., a research and development company (“Celularity”), pursuant to a promissory note issued by Celularity to the Company (the “Celularity Note”) in connection with the entry into a nonbinding term sheet by the Company, TNK and Celularity. Pursuant to the terms of the Celularity Note, the loan will be due and payable in full on the earlier of November 1, 2017 and the occurrence of an event of default under the Celularity Note (the “Maturity Date”). The Celularity Note also provides that, in certain circumstances, the Company shall loan Celularity up to an additional $5.0 million over the next 12 months. In the event that Celularity meets certain minimum financing conditions prior to the Maturity Date, all outstanding amounts under the Celularity Note shall be forgiven and converted to equity. The Company is accounting for its interest in Celularity as an equity method investment, due to the significant influence the Company has over the operations of Celularity through its minimum 30% voting interest. The Company’s investment in Celularity is reported in equity method investments on the consolidated balance sheets and its share of Celularity’s income or loss is recorded in income (loss) on equity investments on the consolidated statement of operations. The financial statements of Celularity are not received sufficiently timely for the Company to record its portion of earnings or loss in the current financial statements and therefore the Company reports its portion of earnings or loss on a quarter lag. As of December 31, 2016, the carrying value of the Company’s investment in Celularity was approximately $5.0 million Shanghai Three The Company is accounting for its interest in Shanghai Three-Alliance Biotech Co. LTD (“Shanghai Three”), a China based company, as an equity method investment, due to the significant influence the Company has over the operations of Shanghai Three through its 25% voting interest. The Company’s investment in Shanghai Three is reported in equity method investments on the consolidated balance sheets and its share of Shanghai Three’s income or loss is recorded in income (loss) on equity investments on the consolidated statement of operations. The financial statements of Shanghai Three are not received sufficiently timely for the Company to record its portion of earnings or loss in the current financial statements and therefore the Company reports its portion of earnings or loss on a quarter lag. As of December 31, 2016, the carrying value of the Company’s investment in Shanghai Three was approximately $2.8 million. Shanghai Three incurred no operating expenses for the three and nine months ended September 30, 2016. As of September 30, 2016, Shanghai Three had approximately $0.5 million in current assets, $5.1 million in noncurrent assets, $3.0 million in current liabilities, and $2.0 million in noncurrent liabilities. 3SBio Term Sheet In June 2016, the Company and TNK entered into a binding term sheet with Shenyang Sunshine Pharmaceutical Company Ltd (“3SBio”), a China based company, to form a joint venture to develop and commercialize proprietary immunotherapies, including those developed from, including or using TNK’s CAR-T technology targeting carcinoembryonic antigen (“CEA”) positive cancers. Due diligence and negotiations between 3SBio and the Company for the definitive agreement(s) are currently ongoing. Under the terms of the agreement 3SBio will contribute an initial investment of $10.0 million to the joint venture and TNK will grant the joint venture an exclusive license to the CEA CAR-T technology and two additional CARs for cellular therapy for the Greater China market, including Mainland China, Hong Kong and Macau. 3SBio will own 51% of the joint venture while TNK will own 49%. As of December 31, 2016, funding and operations of the joint venture had not yet begun, as a result no investment has been recorded as of December 31, 2016. In June 2016, 3SBio purchased $10.0 million of Common Stock and warrants as part of the Company’s private placement offering. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets As of December 31, 2016 and 2015, the Company had goodwill of $41,548 thousand and $20,626 thousand, respectively. The Company performed a qualitative test for goodwill impairment as of December 31, 2016. Based upon the results of the qualitative testing the Company concluded that it is more-likely-than-not that the fair values of the Company’s goodwill was in excess of its carrying value and therefore performing the first step of the two-step impairment test was unnecessary. No goodwill impairment was recognized for the years ended December 31, 2016 and 2015. The following is a summary of changes in the Company’s recorded goodwill during the year ended December 31, 2016 (in thousands): Amount Balance at December 31, 2015 $ 20,626 Goodwill attributable to acquisition of Scilex and other 20,922 Balance as December 31, 2016 $ 41,548 The Company’s intangible assets, excluding goodwill, include acquired license and patent rights, core technologies, customer relationships and acquired in-process research and development. Amortization for the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives. A summary of the Company’s identifiable intangible assets as of December 31, is as follows (in thousands): December 31, 2016 Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships $ 1,585 $ 801 $ 784 Acquired technology 3,410 533 2,877 Acquired in-process research and development 25,404 — 25,404 Patent rights 36,120 419 35,701 Total intangible assets $ 66,519 $ 1,753 $ 64,766 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 As of December 31, 2016, the remaining weighted average life for identifiable intangible assets is 15 years. Patent rights are stated at cost and amortized on a straight-line basis over the estimated useful lives of the assets, determined to be approximately fifteen years or nineteen years from the date of transfer of the rights to the Company. Amortization expense for the years ended December 31, 2016 and 2015 was $405 thousand and $5 thousand, 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, 2016 and 2015 was $176 thousand and $176 thousand, 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 and are generally determined to be approximately five years from the date of acquisition. Amortization expense for the years ended December 31, 2016 and 2015 was $264 thousand and $264 thousand, respectively, which has been included in intangibles amortization. Acquired in-process research and development is stated at cost and may be immediately expensed if there is no alternative future use. Otherwise, the acquired in-process research and development is reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable. Estimated future amortization expense related to intangible assets at December 31, 2016 is as follows (in thousands): Years Ending December 31, Amount 2017 $ 2,886 2018 4,138 2019 4,303 2020 4,303 2021 4,303 Thereafter 44,833 Total $ 64,766 |
Significant Agreements and Cont
Significant Agreements and Contracts | 12 Months Ended |
Dec. 31, 2016 | |
Significant Agreements And Contracts [Abstract] | |
Significant Agreements and Contracts | 11. Significant Agreements and Contracts License Agreement with Les Laboratoires Servier On July 11, 2016, the Company announced a license and collaboration agreement with Les Laboratoires Servier, SAS, a corporation incorporated under the laws of France, and Institut de Recherches Internationales Servier, a company duly organized and existing under the laws of France (individually and collectively, “Servier”) for the development, manufacture and commercialization of products using the Company’s fully human immuno-oncology anti-PD-1 mAb STI-A1110 and will provide support for Sevier’s initial development efforts. Pursuant to the financial terms of the agreement, the Company received a non-refundable up-front payment of $27.4 million in July of 2016, which has been recorded as deferred revenue in the Company’s consolidated balance sheet and may also receive various payments based on commercial sales milestones related to annual sales levels. The Company will recognize the upfront payment over the expected period of performance of three years. During the twelve months ended December 31, 2016, the Company recognized $3.8 million in license fee revenue pursuant to the agreement. 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 mAbs for the North American, European and Japanese markets. The Company made an initial license payment of $10.0 million and in February 2016, paid an additional $10.0 million license payment, both of which were recognized as acquired in-process research and development expense in the consolidated statements of operations as the Company determined there was no alternative future use for the license. In June 2016, the Company agreed to accelerate and pay a $30.0 million milestone license payment which has been recognized as acquired in-process research and development expense in the consolidated statements of operations, in exchange for the purchase by Mabtech Limited and one or more of its affiliates in June 2016, of $20.0 million of Common Stock and warrants. The amended agreement includes additional milestone payments totaling $150.0 million payable following the completion of the technology transfer from Mabtech Limited. Immunotherapy Research Collaboration Agreement with Roger Williams Medical Center In exchange, the Company, the Company granted Roger Williams Medical Center $6.0 million in shares of TNK Class A Stock, subject to adjustment in certain circumstances, to be issued upon a financing resulting in gross proceeds (individually or in the aggregate) to TNK of at least $20.0 million. The Company determined the fair value of this obligation was $3.4 million as of the April of 2016 agreement effective date, and the amount was recognized as Prepaid expense and other and Acquisition consideration payable in the consolidated balance sheet. The Company will recognize the upfront payment over the expected performance period of five years. During the twelve months ended December 31, 2016, the Company recognized approximately $0.5 million in pre-clinical research and development expense pursuant to the agreement. License Agreement with NantCell In April 2015, the Company and NantCell entered into a license agreement. Under the terms of the agreement the Company granted an exclusive license to NantCell covering patent rights, know-how, and materials related to certain antibodies, ADCs and two CAR-TNK products. NantCell agreed to pay a royalty not to exceed five percent (5%) to the Company on any net sales of products (as defined) from the assets licensed by the Company to NantCell. In addition to the future royalties payable under this agreement, NantCell paid an upfront payment of $10.0 million to the Company and issued 10 million shares of NantCell common stock to the Company valued at $100.0 million based on a recent equity sale of NantCell common stock to a third party. As of December 31, 2016, 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 is carried at cost in the consolidated balance sheets and evaluated for other-than-temporary impairment on a quarterly basis. License Agreement with The Scripps Research Institute In January 2010, the Company entered into a license agreement (the “TSRI License”) with The Scripps Research Institute (“TSRI”). Under the TSRI License, TSRI granted the Company an exclusive, worldwide license to certain TSRI patent rights and materials based on quorum sensing for the prevention and treatment of Staphylococcus aureus (“Staph”) infections, including Methicillin-resistant Staph. In consideration for the license, the Company: (i) issued TSRI a warrant for the purchase of common stock, (ii) agreed to pay TSRI a certain annual royalty commencing in the first year after certain patent filing milestones are achieved, (iii) agreed to pay a royalty on any sales of licensed products by the Company or its affiliates and a royalty for any revenues generated by the Company through its sublicense of patent rights and materials licensed from TSRI under the TSRI License. The TSRI License requires the Company to indemnify TSRI for certain breaches of the agreement and other matters customary for license agreements. The parties may terminate the TSRI License at any time by mutual agreement. In addition, the Company may terminate the TSRI License by giving 60 days’ notice to TSRI and TSRI may terminate the TSRI License immediately in the event of certain breaches of the agreement by the Company or upon the Company’s failure to undertake certain activities in furtherance of commercial development goals. Unless terminated earlier by either or both parties, the term of the TSRI License will continue until the final expiration of all claims covered by the patent rights licensed under the agreement. For the years ended December 31, 2016, 2015 and 2014, the Company recorded $106 thousand, $123 thousand and $142 thousand in patent prosecution and maintenance costs associated with the TSRI License, respectively. All such costs have been included in general and administrative expenses. NIH Grants In June 2014, the NIAID awarded the Company a Phase II Small Business Technology Transfer (“STTR”) grant (the “Staph Grant III Award”) to support the advanced preclinical development of human bispecific antibody therapeutics to prevent and treat Staphylococcus aureus S. aureus S. aureus In June 2014, the NIAID awarded the Company a Phase I STTR grant (the “Phase I STTR Grant Award”) entitled “Anti-Pseudomonas Immunotherapy and Targeted Drug Delivery.” The Phase I STTR Grant Award was to 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” (the “Phase I Myc Grant Award”). The Phase I Myc Grant Award was to 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 the Phase I Myc Grant Award covered a one-year period which commenced in August 2014, with total funds available of approximately $225 thousand. During the years ended December 31, 2016 and 2015, the Company recorded $0 and $139 thousand 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 Innovation Research (“SBIR”) grant entitled “Human Anti-WISP-1 Antibodies for Treatment of Idiopathic Pulmonary Fbrosis” (the “Phase I WISP1 Grant Award”). The Phase I WISP1 Grant Award was to 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 the Phase I WISP1 Grant Award covered a one-year period which commenced in August 2014, with total funds available of approximately $225 thousand. During the years ended December 31, 2016 and 2015, the Company recorded $51 thousand and $156 thousand of revenue associated with the Phase I WISP1 Grant Award, respectively. Binding Term Sheet Regarding Acquisition of Semnur Pharmaceuticals, Inc. On August 15, 2016, the Company, Scintilla Pharmaceuticals, Inc. (“Scintilla”) In addition to the Initial Consideration, Scintilla may pay additional consideration of up to $140.0 million to Semnur’s equityholders upon Scintilla’s completion of certain clinical studies and trials, receipt of certain regulatory approvals and the achievement of certain sales targets following the Semnur Closing. Under the Semnur Binding Term Sheet, either party may terminate the Semnur Binding Term Sheet (a “Termination”). As of December 31, 2016, the Semnur Acquisition had not closed. The final terms of the Semnur Acquisition are subject to the negotiation and finalization of the Definitive Agreement and any other agreements relating to the Semnur Acquisition, and the material terms of the Semnur Acquisition are expected to differ from those set forth in the Semnur Binding Term Sheet. In addition, the Semnur Closing will be subject to various customary and other closing conditions. A member of the Company’s board of directors is Semnur’s Chief Executive Officer and a member of its Board of Directors and currently owns approximately 5.5% of Semnur’s total outstanding capital stock. Binding Term Sheet Regarding Acquisition of Virttu Biologics Limited On November 15, 2016, the Company, TNK and Virttu Biologics Limited (“Virttu”) entered into a binding term sheet (the “Virttu Binding Term Sheet”) setting forth the terms and conditions by which TNK will purchase all of the issued and outstanding equity of Virttu (the “Virttu Acquisition”). Subject to certain conditions, at the closing of the Virttu Acquisition (the “Virttu Closing”), the Company will issue to the equityholders of Virttu an aggregate of $5.0 million of shares of the Company’s common stock (the “Closing Shares”). The number of Closing Shares issuable shall be determined based on the closing price of the Company’s common stock on the date of the Virttu Closing. Further, upon the occurrence of the closing of the next third party equity financing of TNK in which TNK receives at least $50.0 million in proceeds (a “Financing”), TNK will issue to the equityholders of Virttu an aggregate of $20.0 million of shares of the same class and series of capital stock of TNK as is issued in such Financing, based upon the valuation of TNK achieved in such Financing (the “TNK Financing Shares”). If a Financing has not occurred within twelve months of the Virttu Closing (the “Financing Due Date”), the equityholders of Virttu will be issued an aggregate of $20.0 million of shares of the Company’s common stock in lieu of the TNK Financing Shares (the “Sorrento Financing Shares”). The number of Sorrento Financing Shares issuable shall be determined based on the closing price of the Company’s common stock on the Financing Due Date. In the event that the TNK Financing Shares are issued, 20% of the TNK Financing Shares will be placed into escrow until the Financing Due Date to secure the indemnification obligations of Virttu and its equityholders for breaches of their representations, warranties or covenants under the definitive agreements governing the Virttu Acquisition. The Closing Shares and the TNK Financing Shares or the Sorrento Financing Shares will be issued to the Virttu equityholders on a pro rata As of December 31, 2016, the Virttu Acquisition had not closed. The final terms of the Virttu Acquisition are subject to the negotiation and finalization of the definitive agreements relating to the Virttu Acquisition and the material terms of the Virttu Acquisition may differ from those set forth in the Virttu Binding Term Sheet. In addition, the Virttu Closing will be subject to various customary and other closing conditions. |
Loan and Security Agreement
Loan and Security Agreement | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Loan and Security Agreement | 12. 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 thousand, was recorded as debt discount and additional paid-in capital. In March 2014, the Company entered into an amended and restated loan and security agreement, increasing the September 2013 facility to $12.5 million from $5.0 million, with the same two banks. Such loan was funded at closing and was secured by a lien covering substantially all of the Company’s assets, excluding intellectual property, which is subject to a negative pledge. In October 2014, the Company entered into a second amendment to its amended and restated loan and security agreement to extend the interest only payments on the outstanding amount of the loan from October 1, 2014 to May 1, 2015, after which equal monthly payments of principal and interest are due until the loan maturity date of September 30, 2017. The amended and restated loan interest rate is 7.95% per annum, and the Lenders received additional warrants to purchase an aggregate of 34,642 shares of the Company’s common stock at an exercise price of $12.99 per share, exercisable for seven years from the date of issuance. The value of the warrants, totaling $322, was recorded as debt discount and additional paid-in capital. On the November 22, 2016, the Company paid off all obligations owing under, and terminated, the amended and restated loan and security agreement, as amended (the “Terminated Loan Agreement”). In connection with the repayment and discharge of indebtedness, the Company was required to pay pre-payment fees of approximately $49 thousand, as required by the terms of the Terminated Loan Agreement. The secured interests under the Terminated Loan Agreement were terminated in connection with the Company’s discharge of indebtedness. On November 23, 2016, the Company and certain of its domestic subsidiaries (together with the Company, the “Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules Capital, Inc. (“Hercules”), as a lender and agent for several banks and other financial institutions or entities from time to time party to the Loan Agreement (collectively, the “Lenders”) for a term loan of up to $75.0 million, subject to funding in multiple tranches (the “Term Loan”). The proceeds of the Term Loan will be used for general corporate purposes and coincided with the repayment of the outstanding debt financing arrangement with Oxford Finance LLC and Silicon Valley Bank. The first tranche of $50.0 million was funded upon execution of the Loan Agreement on November 23, 2016. Under the terms of the Loan Agreement, the Borrowers may, but are not obligated to, request to draw on two additional tranches The second tranche of up to $10.0 million is available until September 30, 2017, subject to the Borrowers achieving certain fundraising and corporate milestones and satisfying customary conditions The Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties, including financial reporting obligations and limitations on dividends, indebtedness, liens (including a negative pledge on intellectual property and other assets), collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. Additionally, the Loan Agreement contains covenants requiring the Borrowers (i) to achieve certain fundraising requirements by certain dates and (ii) to maintain a minimum amount of unrestricted cash prior to achieving its corporate and fundraising milestones. The breach of such covenants, in addition to certain other covenants, would result in the occurrence of an event of default. The Loan Agreement also contains other customary provisions, such as expense reimbursement, non-disclosure obligations, as well as indemnification rights for the benefit of the Lenders. Upon the occurrence of an event of default and following any applicable cure periods, if any, a default interest rate of an additional 5.00% may be applied to the outstanding loan balances, and the Lenders may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. In connection with the Loan Agreement, the Company issued Hercules a warrant, dated November 23, 2016 (the “Warrant”), to purchase up to 460,123 shares of Common Stock, at an initial exercise price of $4.89, subject to adjustment as provided in the Warrant. The Warrant is initially exercisable for 306,748 shares of common stock of the Company, and may automatically become exercisable for additional shares of common stock on such dates (if any) based upon the funding amounts of Tranche II or Tranche III of the Term Loan that may be extended to the Borrowers. The Warrant will terminate, if not earlier exercised, on the earlier of November 23, 2023 and the closing of certain merger or other transactions in which the consideration is cash, stock of a publicly-traded acquirer or a combination thereof. Long-term debt and unamortized discount balances are as follows (in thousands): Face value of loan $ 50,000 Fair value of warrant (1,377) Capitalized debt issuance costs (1,619) Accretion of debt issuance costs and other 69 Accretion of debt discount 34 Balance at December 31, 2016 $ 47,107 Future minimum payments under the loan and security agreement are as follows (in thousands): Year Ending December 31, 2017 4,914 2018 13,675 2019 22,548 2020 25,411 Total future minimum payments 66,548 Unamortized interest (16,445) Debt discount (1,377) Capitalized debt issuance costs (1,619) Total minimum payment 47,107 Current portion — Long-term debt $ 47,107 The Company, the Borrowers and the Lenders entered into an amendment to the Loan Agreement in March 2017. See Note 20 for additional details. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity The Company recorded $4.7 million, $7.0 million, and $3.9 million of compensation expense related to equity awards for the years ended December, 31, 2016, 2015, and 2014, respectively. Stock Incentive Plans 2009 Non-Employee Director Grants In September 2009, prior to the adoption of the 2009 Stock Incentive Plan (the “2009 Plan”), the Company’s board of directors approved the reservation and issuance of 8,000 nonstatutory stock options to the Company’s non-employee directors. The outstanding options vested on the one year anniversary of the vesting commencement date in October 2010, and are exercisable for up to 10 years from the grant date. No further shares may be granted under this plan and, as of December 31, 2016, 3,200 options with a weighted-average exercise price of $1.12 were outstanding. 2009 Stock Incentive Plan In October 2009, the Company’s stockholders approved the 2009 Plan. In May 2016, the Company’s stockholders approved, among other items, the amendment and restatement of the 2009 Plan to increase the number of common stock authorized to be issued pursuant to the Stock Plan to 6,260,000. Such shares of the Company’s common stock are reserved for issuance to employees, non-employee directors and consultants of the Company. The 2009 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 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, 2016, 2015 and 2014, 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, 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 Options Granted 2,034,050 $ 6.34 Options Canceled (544,098) $ 8.77 Options Exercised (114,692) $ 4.71 Outstanding at December 31, 2016 4,332,876 $ 7.86 $ 427 The aggregate intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 were $194 thousand, $2,411 thousand and $230 thousand, respectively. The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. The fair value of employee stock options was estimated at the grant date using the following assumptions: Years Ended December 31, 2016 2015 2014 Weighted-average grant date fair value $ 5.86 $ 12.03 $ 3.38 Dividend yield — — — Volatility 75 % 75 % 76 % Risk-free interest rate 1.49 % 1.67 % 1.87 % Expected life of options 6.1 years 6.1 years 6.1 years The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Due to the Company’s limited historical data, the estimated volatility incorporates the historical and implied volatility of comparable companies whose share prices are publicly available. The risk-free interest rate assumption was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options. The total employee and director stock-based compensation recorded as operating expenses was $4,354 thousand, $5,198 thousand and $2,796 thousand for the years ended December 31, 2016, 2015 and 2014, respectively. The total unrecognized compensation cost related to unvested employee and director stock option grants as of December 31, 2016 was $10,192 thousand 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 $198 thousand, $1,481 thousand, and $678 thousand for the years ended December 31, 2016, 2015 and 2014, respectively. Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following at December 31, 2016: 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 1,224,138 Common stock warrants outstanding under the Hercules securities agreement 306,748 Common stock warrants outstanding under private placements 4,153,620 Common stock options outstanding under the Non-Employee Director Plan 3,200 Authorized for future grant or issuance under the 2009 Stock Incentive Plan 1,414,226 Issuable under BDL acquisition agreement 309,916 Issuable under assignment agreement based upon achievement of certain milestones 80,000 7,740,340 2015 Stock Option Plans In May 2015, the Company’s subsidiary, TNK, adopted the TNK 2015 Stock Option Plan and reserved 10.0 million shares of TNK class A common stock and awarded 3.6 million options to certain Company personnel, directors and consultants under such plan. In November 2015, TNK awarded 0.5 million options to certain Company personnel. Stock options granted under this plan typically vest a portion immediately upon grant and the remaining options over two to four years or monthly over four years from the grant date and have a contractual term of ten years. As of December 31, 2016, 3.0 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, 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, 2016, 2.1 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., (“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, 2016, 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, 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, 2016, 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. (“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, 2016, 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, 2016 and 2015 was $166 thousand and $140 thousand, respectively. Total unrecognized stock-based compensation expense related to unvested director stock option and warrant grants for these entities as of December 31, 2016 was $367 thousand, 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, 2016 and 2015 was $189 thousand and $97 thousand, respectively. The weighted-average assumptions used in the Black-Scholes option and warrant pricing model used by TNK, LA Cell, CBC, Scintilla and Biologics to determine the fair value of stock option grants for directors and non-employee consultants were as follows: expected dividend yield – 0%, risk-free interest rate – 1.39% to 2.24%, expected volatility – 76% to 77%, and expected term of 4.0 to 6.1 years. 2014 Stock Option Plan In May 2014, the Company’s subsidiary, Ark Animal Health, Inc. (“Ark”), adopted the Ark 2014 Stock Option Plan and reserved and awarded 600,000 options to certain directors and consultants under such plan. Stock options granted under such plan typically vest a portion immediately upon grant and the remaining options over one year from the grant date and will have a contractual term of ten years. As of December 31, 2016, 322,000 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, 2016 and 2015 was $0 and $56 thousand, respectively. No unrecognized stock-based compensation expense related to unvested stock option grants existed as of December 31, 2016. 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. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Liability | 14. Derivative Liability On October 13, 2015, the Company wrote a call option to Cambridge, on up to 2.0 million shares of NantKwest common stock held by the Company (the “Option Agreement”). As of December 31, 2015, the Company held approximately 5.6 million shares of common stock of NantKwest, par value $.0001 per share, which was classified as available-for-sale and reported in its consolidated financial statements as marketable securities. The Option Agreement gave Cambridge the right to purchase up to 2.0 million shares at a price of $15.295 per share from time to time in the first quarter of 2016. There was no contractual option premium associated with this Option Agreement. The Option Agreement was a derivative as defined in ASC Topic 815 and was recognized at fair value every reporting period the Option Agreement is in effect, with changes in fair value recognized in current operations. For the year ended December 31, 2015, the Company recorded a loss of $3.4 million on the derivative liability. As of December 31, 2015, a derivative liability of $5.5 million was recorded on the Company’s consolidated balance sheets . The call option expired unexercised on March 31, 2016 and the Company recorded a gain of $5.5 million upon the cancellation of the derivative liability. As of December 31, 2016, no derivative liability was recorded on the Company’s consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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 legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations. On April 25, 2016, Wildcat Liquid Alpha, LLC (“WLA”) filed a complaint in the Court of Chancery of the State of Delaware seeking an order compelling the Company to provide WLA with certain documents, books and records for inspection and copying pursuant to an April 11, 2016 demand made by WLA (the “Inspection Demand Action”). As of December 31, 2016, the Company was unable to determine whether any loss would occur with respect to the Inspection Demand Action or to estimate the range of such potential loss; therefore, no amount of loss was accrued by the Company in the financial statements for the year ended December 31, 2016. On May 13, 2016, WLA filed a derivative action in the Court of Chancery of the State of Delaware (the “WLA Action” and, together with the Inspection Demand Action, the “Actions”) against each of the members of the Board at the time, Henry Ji, William S. Marth, Kim D. Janda, Jaisim Shah, David H. Deming, and Douglas Ebersole (the “Prior Board”) and against the Company as nominal defendant. After the members of the Prior Board and the Company moved to dismiss, on August 12, 2016, WLA filed an amended complaint containing both direct and derivative claims against each of the members of the Prior Board and against the Company as nominal defendant, alleging, among other things: (1) breach of fiduciary duty with respect to the formation of, and certain options and warrants issued by, certain of the Company’s subsidiaries to Dr. Ji and members of the Prior Board (the “Subsidiary Options Claim”); (2) breach of fiduciary duty with respect to the Company’s prior announcement that it had entered into a voting agreement with Yuhan Corporation (“Yuhan”) in connection with a transaction through which it purchased $10 million of shares of the Company’s common stock and warrants (the “Yuhan Agreement Claim”); (3) waste of corporate assets regarding the foregoing; (4) unjust enrichment regarding the foregoing; and (5) violation of 8 Del. C. § 160 based on the Yuhan voting agreement. The Company believes that the WLA Action is without merit, and will vigorously defend itself against the action. As of December 31, 2016, the Company was unable to determine whether any loss would occur with respect to the WLA Action or to estimate the range of such potential loss; therefore, no amount of loss was accrued by the Company in the financial statements for the year ended December 31, 2016. On March 17, 2017, the Company, the members of the Prior Board and WLA entered into a confidential settlement agreement and release (the “Settlement Agreement”) pursuant to which, among other things, each party agreed to forever release and not to sue the other party with respect to the claims asserted in the Actions and WLA agreed to dismiss the Actions within ten business days following the execution of the Settlement Agreement. See Note 20 for additional details. On September 8, 2016, Yvonne Williams filed an action both derivatively and on behalf of a purported class of stockholders in the Court of Chancery of the State of Delaware against each of the members of the Prior Board; George Ng, the Company’s Executive Vice President, Chief Administrative Officer, and Chief Legal Officer; Jeffrey Su, the Company’s Executive Vice President & Chief Operating Officer; and the Company as nominal defendant, alleging: (1) breach of fiduciary duty with respect to the Subsidiary Options Claim; and (2) breach of fiduciary duty with respect to the Yuhan Agreement Claim (the “Williams Action”). The Company believes that the Williams Action is without merit, and will vigorously defend itself against the action. The Company is unable to determine whether any loss will occur with respect to the Williams Action or to estimate the range of such potential loss; therefore, no amount of loss has been accrued by the Company as of the date of filing of this Form 10-K. Furthermore, there is no guarantee that the Company will prevail in this suit or receive any damages or other relief if it does prevail. On June 26, 2015, Immunomedics, Inc. (“Immunomedics”) filed a complaint in the United States District Court for the District of New Jersey (the “Immunomedics Action”) against the Board of Directors of Roger Williams Medical Center, Dr. Richard P. Junghans, Dr. Steven C. Katz, the Office of the Board of Advisors of Tufts University School of Medicine, and one or more individuals or entities to be identified later. This complaint (the "Initial Complaint") alleged, among other things: (1) breach of contract; (2) breach of covenant of good faith and fair dealing; (3) tortious interference with prospective economic gain; (4) tortious interference with contracts; (5) misappropriation; (6) conversion; (7) bailment; (8) negligence; (9) vicarious liability; and (10) patent infringement. Overall, the allegations in the Initial Complaint were generally directed to an alleged material transfer agreement dated December 2008 and Immunomedics’ alleged request for the return of certain alleged research material, as well as the alleged improper use and conversion of such research materials outside the scope of the material transfer agreement. On October 22, 2015, Immunomedics filed an amended complaint (the “First Amended Complaint”), which, among other things, no longer named the Board of Directors of Roger Williams Medical Center and The Office of the Board of Advisors of Tufts University School of Medicine as defendants. Roger Williams Medical Center and Tufts Medical Center were added as new defendants. On January 14, 2016, Immunomedics filed a second amended complaint (the "Second Amended Complaint"), which, among other things, no longer named Tufts Medical Center as a defendant. In addition, the Second Amended Complaint contained allegations directed to two additional alleged material transfer agreements dated September 1993 and May 2010, respectively, and also added an allegation of unjust enrichment. The Second Amended Complaint also no longer asserted claims for (1) breach of covenant of good faith and fair dealing; (2) misappropriation; (3) bailment; (4) negligence; and (5) vicarious liability. On October 12, 2016, Immunomedics filed a third amended complaint (the “Third Amended Complaint”), which added the Company, TNK, BDL and CARgenix as defendants. TNK is a subsidiary of the Company and purchased BDL and CARgenix in August 2015. The Third Amended Complaint includes, among other things, allegations against the Company, TNK, BDL and CARgenix regarding (1) conversion; (2) tortious interference; and (3) unjust enrichment. On December 2, 2016, the Company, TNK, BDL, and CARgenix filed a motion to dismiss Immunomedics’s complaint against them for lack of personal jurisdiction. On January 25, 2017, the District of New Jersey granted this motion, and the Company, TNK, BDL and CARgenix were dismissed as defendants from the case. The Immunomedics Action remains pending in the District of New Jersey against defendants Roger Williams Medical Center, Dr. Junghans, and Dr. Katz. A trial date has not yet been set. The Company believes that the Immunomedics Action is without merit, and will vigorously defend itself against this and any further actions. However, should Immunomedics prevail against the Company, Roger Williams Medical Center or other defendants, certain patent rights optioned, owned and/or licensed by the Company could be at risk of invalidity or enforceability, or the litigation could otherwise adversely impact the Company’s ownership or other rights in certain intellectual property. At this point in time, the Company is unable to determine whether any loss will occur with respect to the Immunomedics Action or to estimate the range of such potential loss; therefore, no amount of loss has been accrued by the Company as of the date of filing of this Form 10-K. Operating Leases The Company currently leases in San Diego, California approximately 43,000 square feet of corporate office and laboratory space, approximately 6,350 square feet of laboratory and office space at a second location and approximately 1,405 square feet of office space at a third location. The Company also previously leased approximately 1,800 square feet of office space in Cary, North Carolina, under a lease which expired in March 2016 and was not renewed. The Company’s lease agreements in San Diego, as amended, for its corporate office and laboratory space, its second laboratory and office space and its third office space, expire in December 2026, November 2025 and September 2020, respectively. The Company also leases 25,381 square feet of office and laboratory space in Suzhou, China, which lease expires in June 2018. Additionally, the Company will enter into a new lease in San Diego, California for approximately 76,700 square feet of additional corporate office and laboratory space as well as approximately 36,400 square feet for offices, facilities for cGMP fill and finish and storage space at a new location beginning in 2017. For all leased properties the Company has provided a total security deposit of $1,482 thousand to secure its obligations under the various leases, which has been included in prepaid and other assets. Minimum future non-cancelable annual operating lease obligations are as follows for the years ending December 31 (in thousands): 2017 $ 4,763 2018 4,944 2019 4,795 2020 4,909 2021 4,996 Thereafter 22,553 $ 46,960 Rental expense paid for the years ended December 31, 2016, 2015 and 2014 under the above leases totaled $2,054 thousand, $1,630 thousand and $513 thousand, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, 2015 and 2014 (in thousands): 2016 2015 2014 Current: Federal $ (1,785) $ 2,500 $ — State (600) 621 — (2,385) 3,121 — Deferred: Federal 3,554 32,378 (1,324) State (2,065) 815 (378) Totals $ (896) $ 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, 2016 and 2015 (in thousands): 2016 2015 Deferred tax assets: Amortization of intangibles $ 32,032 $ 12,130 Deferred revenue 44,754 39,594 Derivative liability — 1,267 Tax credit carryforwards 5,693 2,737 Net operating loss carryforwards and credits 6,237 1,247 Stock based compensation 3,898 2,493 Accrued expenses and other 1,558 636 Total deferred tax assets 94,172 60,104 Less valuation allowance (81,039) (39,605 ) Total deferred tax assets 13,133 20,499 Deferred tax liabilities: Amortization of intangibles (25,433) — Depreciation (1,530) (900) Investment in common stock (39,408) (35,995) Marketable securities — (32,945) Other — — Net deferred tax liabilities $ (53,238) $ (49,341 ) The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31 (in thousands): 2016 2015 Income tax expense (benefit) at federal statutory rate $ (23,357) (4,740 ) State, net of federal tax benefit (1,522) $ (367 ) Other permanent differences 2,882 34 Incentive stock compensation 767 708 IgDraSol transaction — 2,055 Other 120 (71) Return to provision adjustment (16) — Acquired in-process research and development (2,360) 2,263 Change in State rate (172) (62) Research tax credits (2,318) (3,141) Uncertain tax positions (1,836) 1,836 Prior year true-ups and carrybacks 4,133 — Change in valuation allowance 22,783 37,799 Income tax provision $ (896) $ 36,314 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 $81,039 thousand against its deferred tax assets as of December 31, 2016. 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, 2016, the Company had net operating loss carryforward of approximately $13.2 million and $39.2 million for federal and state income tax purposes, respectively. These may be used to offset future taxable income and will begin to expire in varying amounts in 2034 for federal income tax purposes and 2029 to 2036 for state income tax purposes. The Company also has research and development credits of approximately $4.5 million and $2.8 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 2036. 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 its transactions and activities. Currently, no historical years are under examination. The Company’s tax years starting in December 31, 2007 through December 31, 2016 are open and subject to examination by the U.S. and state taxing authorities due to the carryforward of utilized net operating losses and research and development credits. The Company adopted the provisions of ASC Topic 740 regarding uncertain tax positions on January 1, 2009. Under ASC Topic 740, the impact of an uncertain income tax position taken on a tax return must be recognized at the largest amount that is cumulatively “more likely than not” to be sustained upon audit by relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. A reconciliation of the beginning and ending amount of unrecognized tax expense (benefits) is as follows (in thousands): Amount Unrecognized tax benefits balance at December 31, 2015 $ 1,836 Increase related to current year tax positions 444 Increase related to prior year tax positions 109 Settlements — Lapse in statute of limitations — Unrecognized tax benefits balance at December 31, 2016 $ 2,389 Included in the balance of unrecognized tax benefits at December 31, 2016, are $40 thousand that, if recognized, would affect the effective tax rate. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. No interest has been recognized as of and for the period ended December 31, 2016. The Company believes that no material amount of the liabilities for uncertain tax positions will expire within 12 months of December 31, 2016. |
Related Party Agreements and Ot
Related Party Agreements and Other | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Agreements and Other | 17. Related Party Agreements and Other During the year ended December 31, 2015, the Company entered into a joint venture called Immunotherapy NANTibody, LLC, with NantCell, a wholly-owned subsidiary of NantWorks. In July 2015, the Company contributed its portion of the initial joint funding of $40.0 million to the NANTibody joint venture. The Company and NantCell have also entered into a license agreement pursuant to which the Company received a $10.0 million upfront license payment and $100.0 million of vested NantCell common stock. During the year ended December 31, 2015, 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, a related party to the Company and to NantBioScience. In June 2016, the Company agreed to accelerate and pay a $30.0 million milestone license payment which has been recognized as acquired in-process research and development expense as of September 30, 2016, in exchange for the purchase by Mabtech Limited and one or more of its affiliates in June 2016, of $20.0 million of Common Stock and warrants. In March 2016, the Company and Yuhan entered into an agreement to form a joint venture company called ImmuneOncia Therapeutics, LLC, to develop and commercialize a number of immune checkpoint antibodies against undisclosed targets for both hematological malignancies and solid tumors. As of December 31, 2016, the carrying value of the Company’s investment in was approximately $9.5 million. In June 2016, the Company and TNK entered into a joint venture agreement with 3SBio to develop and commercialize proprietary immunotherapies, including those developed from, including or using TNK’s CAR-T technology targeting CEA positive cancers. In June 2016, 3SBio purchased $10.0 million of Common Stock and warrants. In May 2015, the Company entered into a stock sale and purchase agreement with NantPharma, a private company owned by NantWorks pursuant to which the Company sold its equity interests in IgDraSol, its wholly-owned subsidiary and holder of the rights to Cynviloq for an upfront payment of $90.05 million and potential regulatory and sales milestones of up to $1.2 billion. 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, Inc., and of which Dr. Patrick Soon-Shiong is a majority owner. In addition, the Company purchased approximately 5.6 million shares of NantKwest, Inc. common stock for $10.0 million. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2016 | |
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 $424 thousand, $237 thousand and $57 thousand, for the years ended December 31, 2016, 2015 and 2014, respectively. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
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 2016 December 31, September 30, June 30, March 31, December 31, Revenues $ 4,019 $ 2,243 $ 902 $ 988 $ 8,152 Operating costs and expenses $ 21,823 $ 14,491 $ 45,613 $ 23,002 $ 104,929 Net income (loss) attributable to Sorrento $ (17,859) $ 15,891 $ (43,305) $ (15,650) $ (60,923) Net income (loss) per share - basic and diluted $ (0.30) $ 0.24 $ (0.93) $ (0.41) $ (1.21) Weighted-average shares - basic 58,634 66,193 46,498 37,965 50,360 Weighted-average shares - diluted 58,634 66,527 46,498 37,965 50,360 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 The quarters ended March 31, June 30, and September 2016 have been restated to correct the effects of an immaterial error in the interim periods related to the re-measurement of acquisition consideration payable. As a result of the restatement, an adjustment of $2.7 million to gain on contingent liabilities has been reflected in operating costs and expenses in the above table for the three months ended March 31, 2016. As a result of the adjustment, operating costs and expenses decreased from $25.7 million to $23.0 million, net loss decreased from $18.4 million to $15.7 million, and net loss per share decreased from ($0.48) to ($0.41) for the quarter ended March 31, 2016. The adjustment includes the effects of a $991 thousand adjustment related to the prior year as discussed in footnote 3. As a result of the restatement, an adjustment of $1.7 million to gain on contingent liabilities and $0.1 million of research and development expenses have been reflected in operating costs and expenses in the above table for the three months ended June 30, 2016. As a result of the adjustment, operating costs and expenses decreased from $47.3 million to $45.6 million, Net loss decreased from $44.9 million to $43.3 million, and net loss per share decreased from ($0.97) to ($0.93) for the quarter ended June 30, 2016. As a result of the restatement, an adjustment of $1.7 million of a gain on contingent liabilities and $0.2 million of research and development expenses have been reflected in operating costs and expenses in the above table for the three months ended September 30, 2016. As a result of the adjustment, operating costs and expenses decreased from $16.0 million to $14.5 million, Net income increased from $14.4 million to $15.9 million, and net loss per share increased from $0.22 to $0.24 for the quarter ended September 30, 2016. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events On March 15, 2017, the Company, the Borrowers and Hercules entered into an amendment to the Loan Agreement (the “Amendment”). The Amendment: (1) adjusted the minimum amount of unrestricted cash that the Company must maintain, (2) changed the date by which the Company must achieve a fundraising milestone, (3) modified the second and third tranches of additional funds available under the Term Loan such that $25.0 million is available until June 30, 2018, subject to approval by Hercules’ Investment Committee, and (4) On March 17, 2017, the Company, the members of the Prior Board and WLA entered into a confidential settlement agreement and release (the “Settlement Agreement”) pursuant to which, among other things, each party agreed to forever release and not to sue the other party with respect to the claims asserted in the Actions and WLA agreed to dismiss the Actions within ten business days following the execution of the Settlement Agreement. The Company also agreed (1) to terminate all options and warrants currently outstanding in Company subsidiaries that have been granted to Dr. Ji and any other director of the Company, (2) to grant WLA the right to designate a representative to attend all meetings of the Company’s board of directors in a nonvoting observer capacity, and (3) to act in good faith to attempt to add two additional independent directors to the Company’s board of directors. In addition, WLA agreed to comply with a two-year standstill period, during which WLA is prohibited from engaging in certain actions relating to controlling or influencing the management of the Company. |
Significant Accounting Polici31
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Sorrento Therapeutics, Inc. (NASDAQ: SRNE), together with its subsidiaries (collectively, the “Company”) is a clinical stage biotechnology company focused on delivering clinically meaningful therapies to patients and their families, globally. The Company’s primary focus is to transform cancer into a treatable or chronically manageable disease. The Company also has programs assessing the use of its technologies and products in auto-immune, inflammatory, neurodegenerative, infectious diseases and pain indications with high unmet medical needs. At its core, the Company is an antibody-centric company and leverages its proprietary G-MAB ™ The Company’s vision is to leverage these antibodies in conjunction with proprietary targeted delivery modalities to generate the next generation of cancer therapeutics. These modalities include proprietary antibody drug conjugates (“ADCs”), bispecific approaches, as well as T-Cell Receptor (“TCR”)-like antibodies. With LA Cell, Inc. (“LA Cell”), the Company’s joint venture with City of Hope, the Company’s objective is to become the global leader in the development of antibodies against intracellular targets such as STAT3, mutant KRAS, MYC, p53 and TAU. Additionally, the Company has acquired and is assessing the regulatory and strategic path forward for its portfolio of late stage biosimilar/biobetter antibodies based on Erbitux ® ® ® ® With each of its programs, the Company aims to tailor its therapies to treat specific stages in the evolution of cancer, from elimination, to equilibrium and escape. In addition, the Company’s objective is to focus on tumors that are resistant to current treatments and where the Company can design focused trials based on a genetic signature or biomarker to ensure patients have the best chance of a durable and significant response. The Company has several immuno-oncology programs that are in or near to entering the clinic. These include cellular therapies, an oncolytic virus and a palliative care program targeted to treat intractable cancer pain. Finally, as part of its global aim to provide a wide range of therapeutic products to meet underserved therapeutic markets, the Company has made investments and developed a separate pain focused franchise which the Company believes will serve to provide short term upside to its core thesis. Through December 31, 2016, the Company had devoted substantially all of its efforts to product development, raising capital and building infrastructure, and had not realized revenues from its planned principal operations. The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. All intercompany balances and transactions have been eliminated in consolidation. |
Liquidity and Going Concern | The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred substantial net losses and negative operating cash flows for the years ended December 31, 2016, 2015, and 2014 and anticipates that it will continue to do so for the foreseeable future as it continues to identify and invest in advancing product candidates, as well as expanding corporate infrastructure. As of December 31, 2016, the Company had $50.0 million of long term debt associated with the Loan and Security Agreement, dated November 23, 2016, by and among the Company and certain of its domestic subsidiaries (together with the Company, the “Borrowers”) The Company has plans in place to obtain sufficient additional fundraising to fulfill its operating and capital requirements for the next 12 months and to maintain compliance with the Loan Agreement covenants. The Company’s plans include continuing to fund its operating losses and capital funding needs through public or private equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or other arrangements. Although management believes such plans, if executed as planned, should provide the Company sufficient financing to meet its needs, successful completion of such plans is dependent on factors outside of the Company’s control. As such, management cannot be certain that that such plans will be effectively implemented within one year after the date that the financial statements are issued. To the extent the Company is unable to execute on these plans, or is unable to amend the Loan Agreement to maintain compliance with the Loan Agreement covenants, the Company would be in default under the Loan Agreement and the outstanding loan balance may be declared immediately due and payable. Further, the provisions of the Loan Agreement allows for Hercules to exercise a material adverse event clause should the Company incur a material adverse event within the meaning provided by the Loan Agreement, which could include the going concern matters described herein. Should Hercules invoke the material adverse event clause, the outstanding loan balance may be declared immediately due and payable. Although reasonably possible, the Company believes that it is not probable that the material adverse event clause associated with Loan Agreement will be exercised. If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable, the Company may have to significantly delay, scale back or discontinue the development or commercialization of one or more of its product candidates. The Company may also seek collaborators for one or more of its current or future product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available. The consolidated financial statements do not reflect any adjustments that might be necessary if the Company is unable to continue as a going concern. Universal Shelf Registration In November 2014, the Company filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”) 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. Pursuant to the Shelf Registration Statement, the Company may offer such securities from time to time and through one or more methods of distribution, subject to market conditions and the Company’s capital needs. Specific terms and prices will be determined at the time of each offering under a separate prospectus supplement, which will be filed with the SEC at the time of any offering. However, the Company cannot be sure that such additional funds will be available on reasonable terms, or at all. 2016 Private Investment in Public Entity Financing On April 3, 2016, the Company entered into a Securities Purchase Agreement (the “ABG Purchase Agreement”) with ABG SRNE Limited and Ally Bridge LB Healthcare Master Fund Limited (collectively, “Ally Bridge”), pursuant to which, among other things, the Company agreed to issue and sell to Ally Bridge and other purchasers that may be designated by Ally Bridge (collectively, the “ABG Purchasers”), in a private placement transaction (the “ABG Private Placement”), up to $50.0 million in shares of the Company’s common stock (“Common Stock”) and warrants to purchase shares of Common Stock. Upon the closing of the ABG Private Placement, the Company issued to the ABG Purchasers (1) an aggregate of 9,009,005 shares (the “ABG Shares”) of Common Stock, Under the terms of the ABG Purchase Agreement, the Company was obligated to prepare and file with the SEC, within 30 days of the closing date of the ABG Private Placement, a registration statement to register for resale the ABG Shares and the shares of Common Stock issuable upon exercise of each ABG Warrant (the “ABG Warrant Shares”), and may be required to effect certain registrations to register for resale the ABG Shares and the ABG Warrant Shares in connection with certain “piggy-back” registration rights granted to the ABG Purchasers. On April 3, 2016, the Company also entered into a Securities Purchase Agreement (collectively, the “Additional Purchase Agreements”) with each of Beijing Shijilongxin Investment Co., Ltd. ( “Beijing Shijilongxin”), FREJOY Investment Management Co., Ltd. (“Frejoy”) and Yuhan Corporation (“Yuhan”), pursuant to which, among other things, the Company agreed to issue and sell, in separate private placement transactions: (1) to Beijing Shijilongxin, 8,108,108 shares of Common Stock, and a warrant to purchase 1,176,471 shares of Common Stock, for an aggregate purchase price of $45.0 million; (2) to Frejoy, 8,108,108 shares of Common Stock, and a warrant to purchase 1,176,471 shares of Common Stock, for an aggregate purchase price of $45.0 million; and (3) to Yuhan, 1,801,802 shares of Common Stock, and a warrant to purchase 235,294 shares of Common Stock, for an aggregate purchase price of $10.0 million. The warrants to be issued pursuant to each of the Additional Purchase Agreements (collectively, the “Additional Warrants” and, together with each ABG Warrant, the “Warrants”) had an exercise price of $8.50 per share, were immediately exercisable upon issuance, had a term of three years and were exercisable on a cash or cashless exercise basis. Under the terms of the Additional Purchase Agreements, each of Beijing Shijilongxin, Frejoy and Yuhan had the right to demand, at any time beginning six months after the closing of the transactions contemplated by the applicable Additional Purchase Agreement, that the Company prepare and file with the SEC a registration statement to register for resale such investor’s shares of Common Stock purchased pursuant to the applicable Additional Purchase Agreement and the shares of Common Stock issuable upon exercise of such investor’s Additional Warrant. In addition, the Company may be required to effect certain registrations to register for resale such shares in connection with certain “piggy-back” registration rights granted to Beijing Shijilongxin, Frejoy and Yuhan. On May 2, 2016, the Company closed its private placement of common stock and warrants with Yuhan for gross proceeds of $10.0 million. Yuhan purchased 1,801,802 shares of common stock at $5.55 per share and a warrant to purchase 235,294 shares of common stock. The warrant was exercisable for three years at an exercise price of $8.50 per share. Between May 31, 2016 and June 7, 2016, the Company closed on the remainder of the $150.0 million financing with the ABG Purchasers, Beijing Shijilongxin, and Frejoy. The ABG Purchasers led the financing and, together with Beijing Shijilongxin and Frejoy, collectively purchased 25,225,221 shares of common stock at $5.55 per share, and warrants to purchase 5,055,642 shares of common stock for total cash consideration of $86.5 million and secured promissory notes (the “Notes”) in an aggregate principal amount of $53.5 million. On December 31, 2016, the Company entered into Warrant and Note Cancellation and Share Forfeiture Agreements (the “Cancellation and Forfeiture Agreements”) with certain investors (the “Investors”) that held an aggregate of 7,838,259 shares of Common Stock and certain of the Warrants granting the right to purchase an aggregate of 1,137,316 shares of Common Stock. Pursuant to the Cancellation and Forfeiture Agreements, effective December 31, 2016, the Warrants held by the Investors and the Notes, of which $43.5 million was then outstanding, were cancelled and the shares of Common Stock held by the Investors were forfeited and returned to the Company. If the Company raises s additional |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. The Company has not experienced any losses on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows accounting guidance on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments: • Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. • Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. • Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange. The carrying amounts of cash equivalents and marketable securities approximate their fair value based upon quoted market prices. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis, but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash, accounts receivable and payable, and other financial instruments in current assets or current liabilities. |
Marketable Securities | Marketable Securities Marketable securities are designated either as trading or available-for-sale securities and are accounted for at fair value. Marketable securities are classified as short-term or long-term based on the nature of the securities and their availability to meet current operating requirements. Marketable securities that are readily available for use in current operations and are classified as short-term available-for-sale securities are reported as a component of current assets in the accompanying consolidated balance sheets. Marketable securities that are not trading securities and are not considered available for use in current operations are classified as long-term available-for-sale securities and are reported as a component of long-term assets in the accompanying consolidated balance sheets. Securities that are classified as trading are carried at fair value, with changes to fair value reported as a component of income. Securities that are classified as available-for-sale are carried at fair value, with temporary unrealized gains and losses reported as a component of stockholders' equity until their disposition. The cost of securities sold is based on the specific identification method. All of the Company’s marketable securities are subject to a periodic impairment review. The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis is judged to be other-than-temporary. For the year ended December 31, 2016, no other-than-temporary impairment charges were recorded. |
Grants and Accounts Receivable | Grants and Accounts Receivable Grants receivable at December 31, 2016 and 2015 represent amounts due under several federal contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a division of the National Institutes of Health (“NIH”) (collectively, the “NIH Grants”). The Company considers the grants receivable to be fully collectible; accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Accounts receivable at December 31, 2016 and 2015 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, 2016 and 2015, the allowance for doubtful accounts was $26 thousand and $5 thousand, respectively. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally three to five years. Leasehold improvements are amortized over the lesser of the life of the lease or the life of the asset. Repairs and maintenance are charged to expense as incurred. |
Acquisitions and Intangibles | Acquisitions and Intangibles The Company has engaged in business combination activity. The accounting for business combinations requires management to make judgments and estimates of the fair value of assets acquired, including the identification and valuation of intangible assets, as well as liabilities assumed. Such judgments and estimates directly impact the amount of goodwill recognized in connection with each acquisition, as goodwill presents the excess of the purchase price of an acquired business over the fair value of its net tangible and identifiable intangible assets. |
Goodwill and Other Long-Lived Assets | Goodwill and Other Long-Lived Assets Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company proceeds to perform the two-step test for goodwill impairment. The first step involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the Company performs the second step of the goodwill impairment test to determine the amount of loss, which involves comparing the implied fair value of the goodwill to the carrying value of the goodwill. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. The Company performed its annual assessment for goodwill impairment in the fourth quarter of 2016, 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, 2016. |
Acquisition Consideration Payable - Gain on Contingent Liabilities | Acquisition Consideration Payable - Gain on Contingent Liabilities Acquisition consideration payable relates to the Company’s acquisition of businesses and various other assets and is recorded on the Company’s consolidated balance sheets at fair value and is re-measured at each balance sheet date until such contingent liabilities have been settled, with changes in fair value recorded as gain on contingent liabilities. The Company estimates the fair value of contingent consideration based on level 3 inputs primarily driven by the probability of achieving certain financing or operating related milestones. S ubsequent to the issuance of its third quarter financial statements, the Company identified an error related to the fair value measurement of the acquisition consideration payable as of December 31, 2015. Consequently, the 2016 gain on contingent liabilities includes a $991 thousand adjustment to the fair value of contingent consideration liability that relates to 2015. |
Derivative Liability | Derivative Liability Derivative liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are exercised or expire, with changes in the fair value between reporting periods recorded as other income or expense. The Company estimates the fair value of derivative liabilities using the Black-Scholes option pricing model. |
Investments in Other Entities | Investments in Other Entities The Company holds a portfolio of investments in equity securities that are accounted for under either the equity method or cost method. Investments in entities over which the Company has significant influence but not a controlling interest are accounted for using the equity method, with the Company’s share of earnings or losses reported in loss on equity 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 the Company 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, may be immediately expensed as acquired in-process research and development provided that the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, have no alternative future use. Prior to November 8, 2016, all acquired IPR&D was expensed immediately. The acquired in-process research and development related to the business combination of Scilex Pharmaceuticals Inc. (“Scilex”) for which certain products are under development and expected to be commercialized in the near future was capitalized and recorded within “Intangibles, net” on the accompanying consolidated balance sheet. Capitalized IPR&D will be reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable. |
Income Taxes | Income Taxes The provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes,” 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, 2016, the Company maintained a full valuation allowance against its deferred tax assets, with the exception of an amount equal to its deferred tax liabilities, which can be expected to reverse over a definite life. |
Revenue Recognition | Revenue Recognition The Company’s revenues are generated primarily from license fees, various NIH grant awards, and from the sale of customized reagents and the provision of contract development services. The revenue from the NIH grant awards is based upon subcontractor and internal costs incurred that are specifically covered by the grant, and where applicable, a facilities and administrative rate that provides funding for overhead expenses. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs internal expenses that are related to the grant. License fees for the licensing of product rights are recorded as deferred revenue upon receipt of cash and recognized as revenue on a straight-line basis over the license period. Revenues from sales are generated from the sale of customized reagents which include industrial standard cytotoxins, linkers, and linker-toxins used for preparing ADCs. Contract development services include providing synthetic expertise to customers’ synthesis by delivering proprietary cytotoxins, linkers and linker-toxins and ADC service using industry standard toxin and antibodies provided by customers. Revenue is recognized when, (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. The Company is obligated to accept from customers the return of products sold that are damaged or do not meet certain specifications. The Company may authorize the return of products sold in accordance with the terms of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company has not experienced any sales returns. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718 “Compensation – Stock Compensation,” The Company accounts for equity instruments, including restricted stock or stock options, issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing model. The fair value of options and restricted stock granted to non-employees is re-measured over the vesting period, and the resulting changes in fair value are recognized as expense in the period of the change in proportion to the services rendered to date. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) income is primarily comprised of net income (loss) and adjustments for the change in unrealized gains and losses on the Company’s investments in available-for-sale marketable securities, net of taxes. The Company displays comprehensive (loss) income and its components in its consolidated statements of comprehensive (loss) income. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or the exercise of outstanding warrants. The treasury stock method and if-converted method are used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share. During 2016, 2015 and 2014, 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, 2016 2015 2014 Outstanding options 4,332,876 2,960,816 2,235,000 Outstanding warrants 7,740,340 1,972,630 1,980,630 |
Segment Information | Segment Information The Company is engaged primarily in the discovery and development of innovative therapies focused on oncology and the treatment of chronic cancer pain as well as immunology and infectious diseases based on its platform technologies. Accordingly, the Company has determined that it operates in one operating segment. During the quarter ended December 31, 2016, the Company acquired a majority stake in Scilex Pharmaceuticals, Inc. (“Scilex”) a developer of specialty pharmaceutical products for the treatment of chronic pain. The operating activities of Scilex are considered to be qualitatively and economically similar to the operating activities of the Company. The consolidated results of operations of Scilex were not material to the Company’s reported results for the year ended December 31, 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) ASU No. 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016, and interim periods thereafter annual reporting periods beginning after December 15, 2017, and interim periods thereafter. In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810)—Amendments to the Consolidation Analysis In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. In February 2016, the FASB issued ASU No. 2016-02 , Leases . ASU No. 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 No. 2016-2 is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU No. 2016-2 will have on its consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, ASU No. 2016-06 is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-07, Investments – Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU No. 2016-09 is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments The Company is currently evaluating the impact that the adoption of ASU No. 2016-13 will have on its consolidated financial position, results of operations and cash flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, |
Significant Accounting Polici32
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Components of Outstanding Securities | These outstanding securities consist of the following: Years Ended December 31, 2016 2015 2014 Outstanding options 4,332,876 2,960,816 2,235,000 Outstanding warrants 7,740,340 1,972,630 1,980,630 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and Cash Equivalents $ 82,398 $ 82,398 $ — $ — Marketable securities $ 1,106 $ 831 $ — $ 275 Total assets $ 83,504 $ 83,504 $ — $ — Liabilities: Acquisition consideration payable $ 48,362 $ — $ — $ 48,362 Total liabilities $ 48,362 $ — $ — $ 48,362 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 |
Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table includes a summary of the contingent consideration liabilities associated with acquisitions entered into during the year ended December 31, 2016. The contingent consideration is measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016: (in thousands) 2016 Fair Value at Beginning of Year — Contingent consideration – current year acquisitions 46,826 Remeasurement of Fair Value – current year acquisitions (1,775) Payment of current year contingent consideration — Balance at End of Year $ 45,052 The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016. (in thousands) 2016 Fair Value at Beginning of Year $ 5,520 Additions — Expiration of derivative liability (5,520) Payments — Balance at End of Year $ — |
Schedule of Quantitative Information about Inputs and Valuation Methodologies Used for Fair Value Measurements Classified in Level 3 of Fair Value Hierarchy | The following table presents quantitative information about the inputs and valuation methodologies used for the Company’s fair value measurements classified in Level 3 of the fair value hierarchy at December 31, 2016: Fair Value at 12/31/16 Valuation Methodology Significant Unobservable Input Weighted Average BDL Contingent Consideration $ 3,311 Discount Rate Percent probabilities assigned to scenarios 15.71% 50% Scilex Contingent Consideration $ 40,000 Discount Rate Probability of Regulatory Milestone 2.28% 95% Concortis Contingent Consideration $ 596 Multiple outcome Discount Rate Percent probabilities assigned to scenarios 12.21% 20% Shanghai Three Contingent Consideration Discount Rate Percent probabilities assigned to scenarios 12.21% 50% RWMC Contingent Consideration Discount Rate, Percent probabilities assigned to scenarios 12.21% 50% |
Schedule of Carrying Value and Fair Value of Notes Receivable and Debt Obligations | The carrying value and fair value of the company’s notes receivable and debt obligations are as follows (in thousands): December 31, 2016 Carrying Value Fair Value Debt Obligations: Term Loan 47,316 47,316 $ 47,316 $ 47,316 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Marketable Securities | Marketable securities consisted of the following as of December 31, 2016 (in thousands): December 31, 2016 Cost Gross Unrealized Gains (Losses) Gross Realized Gains (Losses) Fair Value Trading securities: MedoveX common shares and warrants $ 750 $ 356 $ — $ 1,106 December 31, 2015 Cost Gross Unrealized Gains (Losses) Gross Realized Gains (Losses) Fair Value Avaliable-for-sale securities: NantKwest common shares and warrants $ 10,000 $ 87,366 $ — $ 97,366 |
Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table includes a summary of the contingent consideration liabilities associated with acquisitions entered into during the year ended December 31, 2016. The contingent consideration is measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016: (in thousands) 2016 Fair Value at Beginning of Year — Contingent consideration – current year acquisitions 46,826 Remeasurement of Fair Value – current year acquisitions (1,775) Payment of current year contingent consideration — Balance at End of Year $ 45,052 The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016. (in thousands) 2016 Fair Value at Beginning of Year $ 5,520 Additions — Expiration of derivative liability (5,520) Payments — Balance at End of Year $ — |
Warrant [Member] | |
Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | The following table includes a summary of the warrant measured at fair value using significant unobservable inputs (Level 3) during the twelve months ended December 31, 2016 (in thousands): Total Beginning balance at December 31, 2015 $ — Addition of warrant 291 Change in fair value of warrant (16) Ending balance at December 31, 2016 $ 275 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following as of December 31, 2016 and 2015 (in thousands): December 31, 2016 2015 Furniture and fixtures 458 282 Office equipment 326 128 Machinery and lab equipment 13,220 7,519 Leasehold improvements 3,625 2,034 17,630 9,963 Less accumulated depreciation (4,922) (2,717 ) $ 12,707 $ 7,246 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Company's Recorded Goodwill | The following is a summary of changes in the Company’s recorded goodwill during the year ended December 31, 2016 (in thousands): Amount Balance at December 31, 2015 $ 20,626 Goodwill attributable to acquisition of Scilex and other 20,922 Balance as December 31, 2016 $ 41,548 |
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, 2016 Gross Carrying Amount Accumulated Amortization Intangibles, net Customer relationships $ 1,585 $ 801 $ 784 Acquired technology 3,410 533 2,877 Acquired in-process research and development 25,404 — 25,404 Patent rights 36,120 419 35,701 Total intangible assets $ 66,519 $ 1,753 $ 64,766 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 |
Schedule of Estimated Future Amortization Expense Related to Intangible Assets | Estimated future amortization expense related to intangible assets at December 31, 2016 is as follows (in thousands): Years Ending December 31, Amount 2017 $ 2,886 2018 4,138 2019 4,303 2020 4,303 2021 4,303 Thereafter 44,833 Total $ 64,766 |
Loan and Security Agreement (Ta
Loan and Security Agreement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 loan $ 50,000 Fair value of warrant (1,377) Capitalized debt issuance costs (1,619) Accretion of debt issuance costs and other 69 Accretion of debt discount 34 Balance at December 31, 2016 $ 47,107 |
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, 2017 4,914 2018 13,675 2019 22,548 2020 25,411 Total future minimum payments 66,548 Unamortized interest (16,445) Debt discount (1,377) Capitalized debt issuance costs (1,619) Total minimum payment 47,107 Current portion — Long-term debt $ 47,107 The Company, the Borrowers and the Lenders entered into an amendment to the Loan Agreement in March 2017. See Note 20 for additional details. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Fair Value of Employee Stock Options | 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, 2016 2015 2014 Weighted-average grant date fair value $ 5.86 $ 12.03 $ 3.38 Dividend yield — — — Volatility 75 % 75 % 76 % Risk-free interest rate 1.49 % 1.67 % 1.87 % 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, 2016: 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 1,224,138 Common stock warrants outstanding under the Hercules securities agreement 306,748 Common stock warrants outstanding under private placements 4,153,620 Common stock options outstanding under the Non-Employee Director Plan 3,200 Authorized for future grant or issuance under the 2009 Stock Incentive Plan 1,414,226 Issuable under BDL acquisition agreement 309,916 Issuable under assignment agreement based upon achievement of certain milestones 80,000 7,740,340 |
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, 2016, 2015 and 2014, 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, 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 Options Granted 2,034,050 $ 6.34 Options Canceled (544,098) $ 8.77 Options Exercised (114,692) $ 4.71 Outstanding at December 31, 2016 4,332,876 $ 7.86 $ 427 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): 2017 $ 4,763 2018 4,944 2019 4,795 2020 4,909 2021 4,996 Thereafter 22,553 $ 46,960 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, 2015 and 2014 (in thousands): 2016 2015 2014 Current: Federal $ (1,785) $ 2,500 $ — State (600) 621 — (2,385) 3,121 — Deferred: Federal 3,554 32,378 (1,324) State (2,065) 815 (378) Totals $ (896) $ 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, 2016 and 2015 (in thousands): 2016 2015 Deferred tax assets: Amortization of intangibles $ 32,032 $ 12,130 Deferred revenue 44,754 39,594 Derivative liability — 1,267 Tax credit carryforwards 5,693 2,737 Net operating loss carryforwards and credits 6,237 1,247 Stock based compensation 3,898 2,493 Accrued expenses and other 1,558 636 Total deferred tax assets 94,172 60,104 Less valuation allowance (81,039) (39,605 ) Total deferred tax assets 13,133 20,499 Deferred tax liabilities: Amortization of intangibles (25,433) — Depreciation (1,530) (900) Investment in common stock (39,408) (35,995) Marketable securities — (32,945) Other — — Net deferred tax liabilities $ (53,238) $ (49,341 ) |
Summary of Reconciliation Between Federal Income Tax and Company Provision for Income Taxes | The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31 (in thousands): 2016 2015 Income tax expense (benefit) at federal statutory rate $ (23,357) (4,740 ) State, net of federal tax benefit (1,522) $ (367 ) Other permanent differences 2,882 34 Incentive stock compensation 767 708 IgDraSol transaction — 2,055 Other 120 (71) Return to provision adjustment (16) — Acquired in-process research and development (2,360) 2,263 Change in State rate (172) (62) Research tax credits (2,318) (3,141) Uncertain tax positions (1,836) 1,836 Prior year true-ups and carrybacks 4,133 — Change in valuation allowance 22,783 37,799 Income tax provision $ (896) $ 36,314 |
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, 2015 $ 1,836 Increase related to current year tax positions 444 Increase related to prior year tax positions 109 Settlements — Lapse in statute of limitations — Unrecognized tax benefits balance at December 31, 2016 $ 2,389 |
Quarterly Financial Data (Una41
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 2016 December 31, September 30, June 30, March 31, December 31, Revenues $ 4,019 $ 2,243 $ 902 $ 988 $ 8,152 Operating costs and expenses $ 21,823 $ 14,491 $ 45,613 $ 23,002 $ 104,929 Net income (loss) attributable to Sorrento $ (17,859) $ 15,891 $ (43,305) $ (15,650) $ (60,923) Net income (loss) per share - basic and diluted $ (0.30) $ 0.24 $ (0.93) $ (0.41) $ (1.21) Weighted-average shares - basic 58,634 66,193 46,498 37,965 50,360 Weighted-average shares - diluted 58,634 66,527 46,498 37,965 50,360 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 |
Valuation and Qualifying Acco42
Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 39,605 | $ 25,350 | $ 12,299 |
Reserves Acquired | 0 | 0 | 0 |
Additions | 41,434 | 14,255 | 13,051 |
Deductions | 0 | 0 | 0 |
Balance at End of Period | 81,039 | 39,605 | 25,350 |
Income Tax Valuation Allowance [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 39,605 | 25,350 | 12,299 |
Reserves Acquired | 0 | 0 | 0 |
Additions | 41,434 | 14,255 | 13,051 |
Deductions | 0 | 0 | 0 |
Balance at End of Period | $ 81,039 | $ 39,605 | $ 25,350 |
Nature of Operations and Busi43
Nature of Operations and Business Activities - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016Target | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of screened and validated targets | 100 |
Liquidity and Going Concern - A
Liquidity and Going Concern - Additional Information (Detail) - USD ($) | Dec. 31, 2016 | Jun. 08, 2016 | May 02, 2016 | Apr. 03, 2016 | Oct. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2016 |
Liquidity And Going Concern [Line Items] | |||||||
Long-term debt | $ 47,107,000 | $ 47,107,000 | |||||
Maximum amount of equity and other securities authorized to offer | 250,000,000 | 250,000,000 | |||||
Remaining amount of equity and other securities authorized to offer | $ 50,000,000 | 50,000,000 | |||||
Common stock issued and sold under sales agreement | 3,600,000 | ||||||
Warrant exercisable period | 7 years | 7 years | |||||
Private Placement [Member] | Yuhan Corporation [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Common stock agreed to issue and sell | 1,801,802 | ||||||
Warrants to purchase common stock | 235,294 | ||||||
Warrant exercise price per share | $ 8.50 | ||||||
Warrant exercisable period | 3 years | ||||||
Gross proceeds of common stock and warrants | $ 10,000,000 | ||||||
Common stock price per share | $ 5.55 | ||||||
ABG Purchase Agreement [Member] | Private Placement [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Aggregate purchase price of common stock warrants & warrants | $ 50,000,000 | ||||||
Common stock agreed to issue and sell | 9,009,005 | ||||||
Warrants to purchase common stock | 2,702,700 | ||||||
Warrant exercise price per share | $ 8.50 | ||||||
Warrant exercisable period | 3 years | ||||||
ABG Purchase Agreement [Member] | Private Placement [Member] | Maximum [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Issuance of securities for resale, period | 30 days | ||||||
Additional Purchase Agreements [Member] | Private Placement [Member] | Beijing Shijilongxin Investment Co Ltd [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Aggregate purchase price of common stock warrants & warrants | $ 45,000,000 | ||||||
Common stock agreed to issue and sell | 8,108,108 | ||||||
Warrants to purchase common stock | 1,176,471 | ||||||
Warrant exercise price per share | $ 8.50 | ||||||
Warrant exercisable period | 3 years | ||||||
Additional Purchase Agreements [Member] | Private Placement [Member] | FREJOY Investment Management Co Ltd [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Aggregate purchase price of common stock warrants & warrants | $ 45,000,000 | ||||||
Common stock agreed to issue and sell | 8,108,108 | ||||||
Warrants to purchase common stock | 1,176,471 | ||||||
Warrant exercise price per share | $ 8.50 | ||||||
Warrant exercisable period | 3 years | ||||||
Additional Purchase Agreements [Member] | Private Placement [Member] | Yuhan Corporation [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Aggregate purchase price of common stock warrants & warrants | $ 10,000,000 | ||||||
Common stock agreed to issue and sell | 1,801,802 | ||||||
Warrants to purchase common stock | 235,294 | ||||||
Warrant exercise price per share | $ 8.50 | ||||||
Warrant exercisable period | 3 years | ||||||
ABG Purchasers, Beijing Shijilongxin, and Frejoy [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Common stock agreed to issue and sell | 25,225,221 | ||||||
Warrants to purchase common stock | 5,055,642 | ||||||
Gross proceeds of common stock and warrants | $ 86,500,000 | ||||||
Common stock price per share | $ 5.55 | ||||||
Closed consideration of common stock and warrants | $ 150,000,000 | ||||||
Aggregate principal amount | $ 53,500,000 | ||||||
Cancellation and Forfeiture Agreements [Member] | Investors [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Common stock agreed to issue and sell | 7,838,259 | ||||||
Common stock shares forfeited | 1,137,316 | ||||||
Cancellation and Forfeiture Agreements [Member] | Investors [Member] | Secured Promissory Notes [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Outstanding balance of promissory note forfeited | $ 43,500,000 | ||||||
November 2014 Registration [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Remaining amount of equity and other securities authorized to offer | 46,400,000 | 46,400,000 | |||||
Loan and Security Agreement [Member] | |||||||
Liquidity And Going Concern [Line Items] | |||||||
Long-term debt | 50,000,000 | 50,000,000 | |||||
Restricted cash and cash equivalents | $ 82,400,000 | $ 82,400,000 |
Significant Accounting Polici45
Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($)Segments | Dec. 31, 2015USD ($) | |
Significant Accounting Policies [Line Items] | |||
Other-than-temporary impairment charges | $ 0 | ||
Goodwill, Impairment | $ 0 | 0 | $ 0 |
Impairment losses of long-lived assets | 0 | ||
Gain on contingent consideration | $ 991,000 | ||
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 | $ 26,000 | $ 26,000 | $ 5,000 |
Significant Accounting Polici46
Significant Accounting Policies - Components of Outstanding Securities (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Outstanding options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding securities | 4,332,876 | 2,960,816 | 2,235,000 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding securities | 7,740,340 | 1,972,630 | 1,980,630 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Nov. 08, 2016 | Oct. 07, 2016 | Aug. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||||
Noncontrolling interests | $ 6,465,000 | $ (4,214,000) | |||
Goodwill | $ 41,548,000 | 20,626,000 | |||
CARgenix Holding LLC [Member] | T N K Therapeutics Inc | Membership Interest Purchase Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash payment | $ 100,000 | ||||
Minimum qualified financing | $ 50,000,000 | ||||
Purchase agreement terms, description | In accordance with an amendment to the Membership Interest Purchase Agreement entered into in March 2016, in the event a Qualified Financing did not occur by September 15, 2016 or TNK did not complete an initial public offering of shares of its capital stock by October 15, 2016, in lieu of receiving shares of TNK pursuant to the acquisition, the Members would receive an aggregate of 309,917 shares of the Company’s common stock, subject to adjustment in certain circumstances. | ||||
Aggregate common stock to be issued, shares | 309,917 | 309,917 | |||
CARgenix Holding LLC [Member] | T N K Therapeutics Inc | Membership Interest Purchase Agreement [Member] | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Common stock to be issued, value | $ 6,000,000 | ||||
B D L Products Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, contingent consideration | $ 6,000,000 | ||||
B D L Products Inc [Member] | Stock Purchase Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash payment | $ 100,000 | ||||
Purchase agreement terms, description | In accordance with subsequent amendments to the Stock Purchase Agreement, in the event a Qualified Financing does not occur by October 15, 2017 or TNK does not complete an initial public offering of shares of its capital stock by September 15, 2017, in lieu of receiving shares of TNK pursuant to the acquisition, the Stockholders shall receive an aggregate of 309,917 shares of the Company’s common stock, subject to adjustment in certain circumstances. | ||||
Aggregate common stock to be issued, shares | 309,917 | ||||
B D L Products Inc [Member] | Stock Purchase Agreement [Member] | Common Class A | |||||
Business Acquisition [Line Items] | |||||
Common stock to be issued, value | $ 6,000,000 | ||||
Scilex Pharmaceuticals, Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of voting interests acquired | 72.00% | ||||
Business acquisition, common stock consideration | $ 4,800,000 | ||||
Business acquisition, contingent consideration | 42,900,000 | ||||
Business acquisition, contingent consideration | 40,000,000 | ||||
Total purchase consideration | 44,800,000 | ||||
Identifiable assets recognized | 62,500,000 | ||||
Goodwill | 18,100,000 | ||||
Scilex Pharmaceuticals, Inc [Member] | In-Process Research and Development [Member] | |||||
Business Acquisition [Line Items] | |||||
Assets acquired | 25,200,000 | ||||
Scilex Pharmaceuticals, Inc [Member] | Patents [Member] | |||||
Business Acquisition [Line Items] | |||||
Assets acquired | $ 36,000,000 | ||||
Itochu [Member] | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling interest ownership percentage | 23.00% | ||||
Noncontrolling interests | $ 14,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Total assets | $ 83,504 | $ 97,366 |
Liabilities: | ||
Total liabilities | 48,362 | 5,520 |
Cash and Cash Equivalents [Member] | ||
Assets: | ||
Total assets | 82,398 | |
Marketable securities [Member] | ||
Assets: | ||
Total assets | 1,106 | 97,366 |
Acquisition Consideration [Member] | ||
Liabilities: | ||
Total liabilities | 48,362 | |
Derivative Liability [Member] | ||
Liabilities: | ||
Total liabilities | 5,520 | |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Total assets | 83,504 | 97,366 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets (Level 1) [Member] | Cash and Cash Equivalents [Member] | ||
Assets: | ||
Total assets | 82,398 | |
Quoted Prices in Active Markets (Level 1) [Member] | Marketable securities [Member] | ||
Assets: | ||
Total assets | 831 | 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 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Marketable securities [Member] | ||
Assets: | ||
Total assets | 0 | 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 | 48,362 | 5,520 |
Significant Unobservable Inputs (Level 3) [Member] | Marketable securities [Member] | ||
Assets: | ||
Total assets | 275 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Acquisition Consideration [Member] | ||
Liabilities: | ||
Total liabilities | $ 48,362 | |
Significant Unobservable Inputs (Level 3) [Member] | Derivative Liability [Member] | ||
Liabilities: | ||
Total liabilities | $ 5,520 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2016 | Aug. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Gain on contingent consideration | $ 991 | ||||
(Gain) loss on contingent liabilities | (8,121) | $ 0 | $ 0 | ||
CARgenix and BDL [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Business acquisition, contingent consideration | $ 12,000 | ||||
CARgenix Holding LLC [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Gain on contingent consideration | $ 6,000 | ||||
(Gain) loss on contingent liabilities | 2,300 | ||||
B D L Products Inc [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Business acquisition, contingent consideration | $ 6,000 | ||||
(Gain) loss on contingent liabilities | $ 2,700 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Contingent Consideration Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Detail) - Derivative And Contingent Consideration Liabilities [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning balance | $ 0 |
Contingent consideration – current year acquisitions | 46,826 |
Remeasurement of Fair Value – current year acquisitions | (1,775) |
Payment of current year contingent consideration | 0 |
Ending balance | $ 45,052 |
Fair Value Measurements - Sum51
Fair Value Measurements - Summary of Derivative Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Detail) - Derivative Liability [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning balance | $ 5,520 |
Additions | 0 |
Expiration of derivative liability | (5,520) |
Payments | 0 |
Ending balance | $ 0 |
Fair Value Measurements - Sum52
Fair Value Measurements - Summary of Quantitative Information about Inputs and Valuation Methodologies used for Fair Value Measurements Classified in Level 3 (Detail) - Contingent liabilities [Member] - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Shanghai Three [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Fair Value | $ 1,782 |
Valuation Methodology | Multiple outcome discounted cash flow |
Shanghai Three [Member] | Weighted Average [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Discount Rate | 12.21% |
Percent probabilities assigned to scenarios | 50.00% |
BDL [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Fair Value | $ 3,311 |
Valuation Methodology | Multiple outcome discounted cash flow |
BDL [Member] | Weighted Average [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Discount Rate | 15.71% |
Percent probabilities assigned to scenarios | 50.00% |
Scilex Pharmaceuticals, Inc [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Fair Value | $ 40,000 |
Valuation Methodology | Multiple outcome discounted cash flow |
Scilex Pharmaceuticals, Inc [Member] | Weighted Average [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Discount Rate | 2.28% |
Percent probabilities assigned to scenarios | 95.00% |
Concortis [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Fair Value | $ 596 |
Valuation Methodology | Multiple outcome discounted cash flow |
Concortis [Member] | Weighted Average [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Discount Rate | 12.21% |
Percent probabilities assigned to scenarios | 20.00% |
RWMC [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Fair Value | $ 2,673 |
Valuation Methodology | Multiple outcome discounted cash flow |
RWMC [Member] | Weighted Average [Member] | |
Fair Value Inputs Liabilities Quantitative Information [Line Items] | |
Discount Rate | 12.21% |
Percent probabilities assigned to scenarios | 50.00% |
Fair Value Measurements - Sch53
Fair Value Measurements - Schedule of Carrying Value and Fair Value of Notes Receivable and Debt Obligations (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Carrying Value | $ 47,316 |
Fair Value | $ 47,316 |
Marketable Securities - Schedul
Marketable Securities - Schedule of Marketable Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Available For Sale Securities [Line Items] | ||
Marketable securities | $ 1,106 | $ 97,366 |
MedoveX common shares and warrants [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Trading securities, Cost | 750 | |
Trading securities, Gross Unrealized Gains (Losses) | 356 | |
Trading securities, Gross Realized Gains (Losses) | 0 | |
Trading securities, Fair Value | $ 1,106 | |
Nant Kwest Common Shares And Warrants [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Available-for-sale securities, Cost | 10,000 | |
Available-for-securities, Gross Unrealized Gains (Losses) | 87,366 | |
Available-for-securities, Gross Realized Gains (Losses) | 0 | |
Marketable securities | $ 97,366 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Detail) $ / shares in Units, $ in Thousands | Aug. 05, 2016USD ($)Unit$ / sharesshares | Jul. 31, 2016USD ($)shares | Oct. 31, 2014 | Sep. 30, 2013 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |||||||
Cost-method investments, aggregate carrying amount | $ 112,008 | $ 112,008 | |||||
Gain on sale of stock | 27,193 | 0 | $ 0 | ||||
Treasury stock repurchased, shares | shares | 7,878,098 | ||||||
Warrant exercisable period | 7 years | 7 years | |||||
MedoveX common shares and warrants [Member] | |||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||
Trading securities, Gross Realized Gains | 356 | ||||||
Trading securities, Cost | 750 | ||||||
Foundation [Member] | |||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||
Common stock agreed to issue and sell | shares | 5,618,326 | ||||||
Common stock shares repurchased | shares | 7,878,098 | ||||||
Payments of common stock and warrants | $ 15,600 | ||||||
Cambridge Equities LP [Member] | |||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||
Common stock shares forfeited | shares | 500,000 | ||||||
Warrants to purchase common stock | shares | 1,724,138 | ||||||
MedoveX [Member] | Unit Purchase Agreement [Member] | |||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||
Common stock agreed to issue and sell | shares | 208,333 | ||||||
Warrants to purchase common stock | shares | 104,167 | ||||||
Number of units purchased | Unit | 3 | ||||||
Payment for purchase of units | $ 750 | ||||||
Aggregate purchase price of common stock warrants | $ 250 | ||||||
Warrant exercise price per share | $ / shares | $ 1.52 | ||||||
Warrant exercisable period | 5 years | ||||||
NantKwest [Member] | |||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||
Cost-method investments, aggregate carrying amount | $ 10,000 | ||||||
Unrealized gain | $ 73,600 |
Summary of Warrant Measured at
Summary of Warrant Measured at Fair Value Using Significant Unobservable Inputs (Detail) - Warrant [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Class Of Warrant Or Right [Line Items] | |
Additions | $ 291 |
Change in fair value of warrant | (16) |
Ending balance | $ 275 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 17,630 | $ 9,963 |
Less accumulated depreciation | (4,922) | (2,717) |
Property and equipment, net | 12,707 | 7,246 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 458 | 282 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 326 | 128 |
Machinery and lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | 13,220 | 7,519 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, total | $ 3,625 | $ 2,034 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 1,951 | $ 1,134 | $ 754 |
Investments in Common Stock - A
Investments in Common Stock - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investments [Abstract] | |||
Cost-method investments, aggregate carrying amount | $ 112,008,000 | $ 112,008,000 | |
Cost method investments, impairment losses | $ 0 | $ 0 | $ 0 |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Detail) | Oct. 13, 2015USD ($) | Jun. 30, 2016USD ($) | Apr. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)Antibodycar | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Nov. 01, 2016USD ($) | Jul. 31, 2015USD ($) | Apr. 30, 2015USD ($) |
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investments | $ 58,119,000 | $ 76,994,000 | $ 58,119,000 | |||||||||||
Net income (loss), Equity investments | $ 435,000 | $ (4,041,000) | $ 0 | |||||||||||
Yuhan Corporation [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment ownership percentage | 49.00% | |||||||||||||
Equity method investments | $ 9,500,000 | |||||||||||||
Yuhan Corporation [Member] | Private Placement [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Gross proceeds of common stock and warrants | $ 10,000,000 | |||||||||||||
NANTibody [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Initial joint funding | $ 100,000,000 | |||||||||||||
Equity method investment ownership percentage | 40.00% | |||||||||||||
Initial joint funding contributed | $ 40,000,000 | |||||||||||||
Equity method investment ownership percentage | 40.00% | |||||||||||||
Equity method investments | $ 40,000,000 | |||||||||||||
Net income (loss), Equity investments | $ (95,000) | $ 592,000 | ||||||||||||
Equity method investment, Current assets | $ 100,700,000 | 100,700,000 | ||||||||||||
Equity method investment, Current liabilities | 242,000 | 242,000 | ||||||||||||
Equity method investment, Noncurrent assets | 0 | 0 | ||||||||||||
Equity method investment, Noncurrent liabilities | 0 | 0 | ||||||||||||
NANTibody [Member] | Nant Cell [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment ownership percentage | 60.00% | |||||||||||||
Initial joint funding contributed | $ 60,000,000 | |||||||||||||
Nant Cancer Stem LLC [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Initial joint funding | $ 100,000,000 | |||||||||||||
Equity method investment ownership percentage | 20.00% | 40.00% | ||||||||||||
Initial joint funding contributed | $ 40,000,000 | |||||||||||||
Equity method investment ownership percentage | 20.00% | |||||||||||||
Equity method investments | $ 18,500,000 | |||||||||||||
Equity method investment, Current assets | 81,700,000 | 81,700,000 | ||||||||||||
Equity method investment, Current liabilities | 0 | 0 | ||||||||||||
Equity method investment, Noncurrent assets | 0 | 0 | ||||||||||||
Equity method investment, Noncurrent liabilities | 0 | 0 | ||||||||||||
Joint venture agreement second payment contribution | $ 20,000,000 | |||||||||||||
Loss on equity investments | $ 4,000,000 | $ 0 | ||||||||||||
Net income (loss), Equity investments | $ (15,000) | 1,700,000 | ||||||||||||
Nant Cancer Stem LLC [Member] | NantBioScience, Inc. [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment ownership percentage | 60.00% | |||||||||||||
Initial joint funding contributed | $ 60,000,000 | |||||||||||||
ImmuneOncia Therapeutics, LLC [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment ownership percentage | 49.00% | |||||||||||||
Equity method investments | $ 9,500,000 | |||||||||||||
Number of monoclonal antibodies | Antibody | 2 | |||||||||||||
ImmuneOncia Therapeutics, LLC [Member] | Yuhan Corporation [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Initial investment | $ 10,000,000 | |||||||||||||
Ownership percentage | 51.00% | |||||||||||||
Celularity Inc [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investments | $ 5,000,000 | |||||||||||||
Amount loaned | $ 5,000,000 | |||||||||||||
Maximum additional amount of notes receivable due over next one year | $ 5,000,000 | |||||||||||||
Promissory notes due date | Nov. 1, 2017 | |||||||||||||
Celularity Inc [Member] | Minimum [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment ownership percentage | 30.00% | |||||||||||||
Shanghai Three [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment ownership percentage | 25.00% | |||||||||||||
Equity method investments | $ 2,800,000 | |||||||||||||
Equity method investment, Current assets | 500,000 | 500,000 | ||||||||||||
Equity method investment, Current liabilities | 3,000,000 | 3,000,000 | ||||||||||||
Equity method investment, Noncurrent assets | 5,100,000 | 5,100,000 | ||||||||||||
Equity method investment, Noncurrent liabilities | 2,000,000 | 2,000,000 | ||||||||||||
Equity Method Investment, Operating expenses | $ 0 | $ 0 | ||||||||||||
Shenyang Sunshine Pharmaceutical Company Ltd [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investments | $ 0 | |||||||||||||
Ownership percentage | 51.00% | |||||||||||||
Number of CARs for cellular therapy | car | 2 | |||||||||||||
Shenyang Sunshine Pharmaceutical Company Ltd [Member] | Private Placement [Member] | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Gross proceeds of common stock and warrants | $ 10,000,000 | |||||||||||||
Shenyang Sunshine Pharmaceutical Company Ltd [Member] | T N K Therapeutics Inc | ||||||||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||||||||
Initial investment | $ 10,000,000 | |||||||||||||
Ownership percentage in joint venture | 49.00% |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Goodwill | $ 41,548,000 | $ 41,548,000 | $ 20,626,000 |
Goodwill, Impairment | $ 0 | 0 | 0 |
Patent rights [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Amortization expense | $ 405,000 | 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 | |
Weighted Average [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Identifiable intangible assets, weighted average life | 15 years | ||
Minimum [Member] | Patent rights [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Estimated useful life of intangible asset | 15 years | ||
Maximum [Member] | Patent rights [Member] | |||
Disclosure - Goodwill and Intangible Assets - Additional Information (Detail) [Line Items] | |||
Estimated useful life of intangible asset | 19 years |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets - Summary of Changes in Company's Recorded Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning Balance | $ 20,626 |
Goodwill attributable to acquisition of Scilex and other | 20,922 |
Ending Balance | $ 41,548 |
Goodwill and Intangible Asset63
Goodwill and Intangible Assets - Summary of Company's Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 66,519 | $ 4,820 |
Accumulated Amortization | 1,753 | 908 |
Intangibles, net | 64,766 | 3,912 |
Customer relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,585 | 1,320 |
Accumulated Amortization | 801 | 536 |
Intangibles, net | 784 | 784 |
Acquired technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,410 | 3,410 |
Accumulated Amortization | 533 | 358 |
Intangibles, net | 2,877 | 3,052 |
In-Process Research and Development [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 25,404 | |
Intangibles, net | 25,404 | |
Patent rights [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 36,120 | 90 |
Accumulated Amortization | 419 | 14 |
Intangibles, net | $ 35,701 | $ 76 |
Goodwill and Intangible Asset64
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense Related to Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 2,886 | |
2,018 | 4,138 | |
2,019 | 4,303 | |
2,020 | 4,303 | |
2,021 | 4,303 | |
Thereafter | 44,833 | |
Intangibles, net | $ 64,766 | $ 3,912 |
Significant Agreements and Co65
Significant Agreements and Contracts - Additional Information (Detail) $ in Thousands, shares in Millions | Nov. 15, 2016USD ($) | Aug. 15, 2016USD ($) | Jul. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Apr. 30, 2016USD ($) | Feb. 29, 2016USD ($) | Aug. 31, 2015USD ($)Antibody | Apr. 30, 2015USD ($)shares | Aug. 31, 2014USD ($) | Jul. 31, 2014USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Royalties and licenses | $ 4,017 | $ 0 | $ 0 | ||||||||||||
Shares granted value | 4,741 | 6,972 | 3,940 | ||||||||||||
Fair value of the obligation | 48,362 | 12,000 | |||||||||||||
Pre-clinical research and development expense | 45,000 | 24,013 | 209 | ||||||||||||
Cost-method investments, aggregate carrying amount | 112,008 | 112,008 | |||||||||||||
Grant revenue recognized as the related costs and expenses incurred | 1,033 | 1,530 | 488 | ||||||||||||
Proceeds from issuance of common stock, net | $ 107,986 | 0 | 71,786 | ||||||||||||
Semnur Pharmaceuticals, Inc. [Member] | Chief Executive Officer and Board of Directors [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Outstanding capital stock percentage | 5.50% | ||||||||||||||
Nant Cell [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront payment period for recognition | 10 years | ||||||||||||||
Vested equity received | $ 100,000 | ||||||||||||||
Common stock received | shares | 10 | ||||||||||||||
Cost-method investments, aggregate carrying amount | $ 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 | ||||||||||||||
T N K Therapeutics Inc | Virttu Biologics Limited [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Common stock to be issued, value | $ 20,000 | ||||||||||||||
Percentage of shares held in escrow | 20.00% | ||||||||||||||
T N K Therapeutics Inc | Virttu Biologics Limited [Member] | Common Stock [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Aggregate value of common stock issued | $ 5,000 | ||||||||||||||
Common stock to be issued, value | 20,000 | ||||||||||||||
T N K Therapeutics Inc | Minimum [Member] | Virttu Biologics Limited [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Proceeds from issuance of common stock, net | $ 50,000 | ||||||||||||||
Scintilla Pharmaceuticals, Inc [Member] | Semnur Pharmaceuticals, Inc. [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Payments to acquire business | $ 60,000 | ||||||||||||||
Cash consideration to equity holders | 40,000 | ||||||||||||||
Business acquisition, common stock consideration | 20,000 | ||||||||||||||
Business combination contingent consideration escrow share value | $ 6,000 | ||||||||||||||
Business combination additional consideration transferred | $ 140,000 | ||||||||||||||
Scintilla Pharmaceuticals, Inc [Member] | Maximum [Member] | Semnur Pharmaceuticals, Inc. [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Indemnification Period | 12 months | ||||||||||||||
Scintilla Pharmaceuticals, Inc [Member] | Minimum [Member] | Semnur Pharmaceuticals, Inc. [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Indemnification Period | 6 months | ||||||||||||||
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 | $ 256 | 302 | |||||||||||||
Amount of grant awards | $ 300 | ||||||||||||||
Mabtech Limited [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Aggregate purchase price of common stock warrants | $ 20,000 | ||||||||||||||
Mabtech Limited [Member] | CHINA [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Number of monoclonal antibodies | Antibody | 4 | ||||||||||||||
Additional payment for license agreement | $ 10,000 | ||||||||||||||
Aggregate purchase price of common stock warrants | $ 20,000 | ||||||||||||||
Licensing agreement, additional amounts payable | $ 150,000 | ||||||||||||||
Licensing agreement, additional amounts payable, term | 3 years | ||||||||||||||
Mabtech Limited [Member] | CHINA [Member] | Acquired in-process research and development expense [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Initial payment for license agreement | $ 10,000 | ||||||||||||||
Additional payment for license agreement | $ 30,000 | ||||||||||||||
Les Laboratoires Servier [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Non-refundable up-front payment | $ 27,400 | ||||||||||||||
Upfront payment period for recognition | 3 years | ||||||||||||||
Royalties and licenses | $ 3,800 | ||||||||||||||
Roger Williams Medical Center [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Upfront payment period for recognition | 5 years | ||||||||||||||
Pre-clinical research and development expense | $ 500 | ||||||||||||||
Roger Williams Medical Center [Member] | T N K Therapeutics Inc | Common Class A | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Shares granted value | $ 6,000 | ||||||||||||||
Gross proceed from shares issued | 20,000 | ||||||||||||||
Fair value of the obligation | $ 3,400 | ||||||||||||||
TSRI License [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Terminate notice of license | 60 days | ||||||||||||||
TSRI License [Member] | General and administrative expenses [Member] | |||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||
Patent prosecution and maintenance costs | $ 106 | 123 | $ 142 | ||||||||||||
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 | $ 699 | 884 | |||||||||||||
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 | $ 0 | 139 | |||||||||||||
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 | $ 51 | $ 156 | |||||||||||||
Amount of grant awards | $ 225 |
Loan and Security Agreement - A
Loan and Security Agreement - Additional Information (Detail) | Nov. 23, 2016USD ($)$ / sharesshares | Nov. 22, 2016USD ($) | Oct. 31, 2014$ / sharesshares | Sep. 30, 2013USD ($)Bank$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2014USD ($)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 | $ 9,451,000 | $ 0 | $ 0 | ||||
Warrant received to purchase aggregate of common stock - shares | shares | 460,123 | 34,642 | 31,250 | |||||
Warrant received to purchase aggregate of common stock - exercise price | $ / shares | $ 4.89 | $ 12.99 | $ 8 | |||||
Warrant exercisable period | 7 years | 7 years | ||||||
Debt discount | 1,377,000 | |||||||
Amended and restated principal amount of loan agreement | $ 5,000,000 | $ 12,500,000 | ||||||
Interest rate | 7.95% | |||||||
Pre payment fee in connection with the repayment and discharge of indebtedness | $ 49,000 | |||||||
Face value of loan amount | $ 50,000,000 | |||||||
Warrants exercisable | shares | 306,748 | |||||||
Warrants expiration date | Nov. 23, 2023 | |||||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amended and restated principal amount of loan agreement | $ 75,000,000 | |||||||
Term loan maturity date | Sep. 30, 2017 | Dec. 1, 2020 | ||||||
Additional default interest rate | 5.00% | |||||||
Term Loan, First Tranche [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value of loan amount | $ 50,000,000 | |||||||
Term Loan, Second Tranche [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Available of borrowing amount | $ 10,000,000 | |||||||
Term Loan, Second Tranche [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan available date | Sep. 30, 2017 | |||||||
Term Loan, Third Tranche [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Available of borrowing amount | $ 15,000,000 | |||||||
Term Loan, Third Tranche [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Term loan available date | Jun. 30, 2018 | |||||||
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, 2016USD ($) | |
Debt Disclosure [Abstract] | |
Face value of loan amount | $ 50,000 |
Fair value of warrant | (1,377) |
Capitalized debt issuance costs | (1,619) |
Accretion of debt issuance costs and other | 69 |
Accretion of debt discount | 34 |
Balance at December 31, 2016 | $ 47,107 |
Loan and Security Agreement - F
Loan and Security Agreement - Future Minimum Payments under the Loan and Security Agreement (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Amount due in 2017 | $ 4,914 | |
Amount due in 2018 | 13,675 | |
Amount due in 2019 | 22,548 | |
Amount due in 2020 | 25,411 | |
Total future minimum payments | 66,548 | |
Unamortized interest | (16,445) | |
Debt discount | (1,377) | |
Capitalized debt issuance costs | (1,619) | |
Total minimum payment | 47,107 | |
Current portion | (209) | $ (4,835) |
Long-term debt | $ 47,107 | $ 4,394 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2015 | Oct. 31, 2015 | May 31, 2015 | May 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 13, 2015 | Dec. 31, 2013 | Sep. 30, 2009 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||||||||
Common stock reserved for issuance | 7,740,340 | |||||||||
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 | |||||||||
Weighted-average exercise price | $ 1.12 | |||||||||
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 | 4,332,876 | 2,957,616 | 2,231,800 | 1,044,100 | ||||||
Weighted-average exercise price | $ 7.86 | $ 8.95 | $ 6.34 | $ 6.52 | ||||||
Common stock, shares authorized | 6,260,000 | |||||||||
Employee option grants vested | 25.00% | |||||||||
Aggregate intrinsic value of options exercised | $ 194,000 | $ 2,411,000 | $ 230,000 | |||||||
Unrecognized compensation cost related to unvested stock option grants | $ 10,192,000 | |||||||||
Period for recognized compensation cost | 2 years 7 months 6 days | |||||||||
Options Granted, Options Outstanding | 2,034,050 | 1,378,600 | 1,577,000 | |||||||
2009 Stock Incentive Plan [Member] | Employee and Director [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ 4,354,000 | $ 5,198,000 | $ 2,796,000 | |||||||
2009 Stock Incentive Plan [Member] | Non-Employee consultants [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ 198,000 | 1,481,000 | $ 678,000 | |||||||
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] | Common Class A | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 10,000,000 | |||||||||
2015 Stock Incentive Plan [Member] | T N K Therapeutics Inc | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Option outstanding | 3,000,000 | |||||||||
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 | 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] | T N K Therapeutics Inc | Common Class A | ||||||||||
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 [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Option outstanding | 2,100,000 | |||||||||
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 [Member] | Common Class A | ||||||||||
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] | Common Class A | ||||||||||
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. | |||||||||
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] | Common Class A | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Common stock reserved for issuance | 10,000,000 | |||||||||
Options Granted, Options Outstanding | 2,100,000 | |||||||||
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] | T N K Therapeutics Inc | ||||||||||
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 [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] | T N K Therapeutics Inc | ||||||||||
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 [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 | $ 189,000 | 97,000 | ||||||||
2015 Stock Incentive Plan [Member] | CEO [Member] | T N K Therapeutics Inc | 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 [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 | $ 166,000 | 140,000 | ||||||||
Period for recognized compensation cost | 3 years 6 months | |||||||||
Unrecognized compensation cost related to unvested stock option and warrant grants | $ 367,000 | |||||||||
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] | ||||||||||
Stock-based compensation | $ 0 | $ 56,000 | ||||||||
Outstanding options vesting anniversary period | 1 year | |||||||||
Option outstanding | 322,000 | |||||||||
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 29 days | 6 years 29 days | ||||||||
Restricted Equity [Member] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ 4,700,000 | $ 7,000,000 | $ 3,900,000 | |||||||
Outstanding options [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 | |||||||
Outstanding options [Member] | 2009 Stock Incentive Plan [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 generally vest 25% on the first anniversary of the original vesting commencement date, with the balance vesting monthly over the remaining three years. |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) - 2009 Stock Incentive Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Option Outstanding Beginning Balance | 2,957,616 | 2,231,800 | 1,044,100 | |
Options Granted, Options Outstanding | 2,034,050 | 1,378,600 | 1,577,000 | |
Options Canceled, Options Outstanding | (544,098) | (376,072) | (325,300) | |
Options Exercised, Options Outstanding | (114,692) | (276,712) | (64,000) | |
Option Outstanding Ending Balance | 4,332,876 | 2,957,616 | 2,231,800 | |
Weighted Average Exercise Price, Beginning Balance | $ 8.95 | $ 6.34 | $ 6.52 | |
Options Granted, Weighted Average Exercise Price | 6.34 | 12.03 | 3.38 | |
Options Canceled, Weighted Average Exercise Price | 8.77 | 6.84 | 11.38 | |
Options Exercised, Weighted Average Exercise Price | 4.71 | 6.14 | 4.76 | |
Weighted Average Exercise Price, Ending Balance | $ 7.86 | $ 8.95 | $ 6.34 | |
Aggregate Intrinsic Value, Beginning Balance | $ 427 | $ 4,506 | $ 8,323 | $ 1,860 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Employee Stock Options (Detail) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average grant date fair value | $ 5.86 | $ 12.03 | $ 3.38 |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 75.00% | 75.00% | 76.00% |
Risk-free interest rate | 1.49% | 1.67% | 1.87% |
Expected life of options | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stockholders' Equity - Summar72
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Detail) | Dec. 31, 2016shares |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 7,740,340 |
Private Placement [Member] | Warrant [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 4,153,620 |
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 | 1,224,138 |
Hercules Securities Agreement [Member] | Warrant [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 306,748 |
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 | 1,414,226 |
Assignment Agreement [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 80,000 |
BDL [Member] | |
Class Of Stock [Line Items] | |
Common stock reserved for future issuance | 309,916 |
Derivative Liability - Addition
Derivative Liability - Additional Information (Detail) - USD ($) | Oct. 13, 2015 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Loss on derivative liability | $ 3,400,000 | |||
Derivative liability | $ 0 | $ 5,520,000 | ||
Gain on derivative liability | $ 5,500,000 | |||
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 | |||
Number of shares right to purchase | 2,000,000 | |||
Strike price per share | $ 15.295 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Aug. 12, 2016USD ($) | Dec. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Other Commitments [Line Items] | ||||
Potential loss on matter or to estimate | $ | $ 0 | |||
Potential loss on derivative action or to estimate | $ | 0 | |||
Security deposit | $ | 1,482,000 | |||
Rental expense paid | $ | $ 2,054,000 | $ 1,630,000 | $ 513,000 | |
San Diego, California [Member] | ||||
Other Commitments [Line Items] | ||||
Lease beginning year | 2,017 | |||
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, 2026 | |||
Additional, leased office space | 76,700 | |||
Corporate office and laboratory space [Member] | Suzhou, China [Member] | ||||
Other Commitments [Line Items] | ||||
Leased office space | 25,381 | |||
Non-cancelable operating lease amended, expiration date | Jun. 30, 2018 | |||
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 | Nov. 30, 2025 | |||
Office space [Member] | San Diego, California [Member] | ||||
Other Commitments [Line Items] | ||||
Leased office space | 1,405 | |||
Non-cancelable operating lease amended, expiration date | Sep. 30, 2020 | |||
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 | |||
Offices, facilities for cGMP fill and finish and storage space [Member] | San Diego, California [Member] | ||||
Other Commitments [Line Items] | ||||
Additional, leased office space | 36,400 | |||
Yuhan agreement claim [Member] | ||||
Other Commitments [Line Items] | ||||
Aggregate purchase price of common stock warrants | $ | $ 10,000,000 |
Commitments and Contingencies75
Commitments and Contingencies - Summary of Minimum Future Non-Cancelable Annual Operating Lease Obligations (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
2,017 | $ 4,763 |
2,018 | 4,944 |
2,019 | 4,795 |
2,020 | 4,909 |
2,021 | 4,996 |
Thereafter | 22,553 |
Total | $ 46,960 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ (1,785) | $ 2,500 | $ 0 |
State | (600) | 621 | 0 |
Totals | (2,385) | 3,121 | 0 |
Deferred: | |||
Federal | 3,554 | 32,378 | (1,324) |
State | (2,065) | 815 | (378) |
Total income tax provision expense (benefit) | $ (896) | $ 36,314 | $ (1,702) |
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, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Amortization of intangibles | $ 32,032 | $ 12,130 |
Deferred revenue | 44,754 | 39,594 |
Derivative liability | 1,267 | |
Tax credit carryforwards | 5,693 | 2,737 |
Net operating loss carryforwards and credits | 6,237 | 1,247 |
Stock based compensation | 3,898 | 2,493 |
Accrued expenses and other | 1,558 | 636 |
Total deferred tax assets | 94,172 | 60,104 |
Less valuation allowance | (81,039) | (39,605) |
Total deferred tax assets | 13,133 | 20,499 |
Deferred tax liabilities: | ||
Amortization of intangibles | (25,433) | 0 |
Depreciation | (1,530) | (900) |
Investment in common stock | (39,408) | (35,995) |
Marketable securities | (32,945) | |
Other | 0 | 0 |
Net deferred tax liabilities | $ (53,238) | $ (49,341) |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) at federal statutory rate | $ (23,357) | $ (4,740) | |
State, net of federal tax benefit | (1,522) | (367) | |
Other permanent differences | 2,882 | 34 | |
Incentive stock compensation | 767 | 708 | |
IgDraSol transaction | 2,055 | ||
Other | 120 | (71) | |
Return to provision adjustment | (16) | ||
Acquired in-process research and development | (2,360) | 2,263 | |
Change in State rate | (172) | (62) | |
Research tax credits | (2,318) | (3,141) | |
Uncertain tax positions | (1,836) | 1,836 | |
Prior year true-ups and carrybacks | 4,133 | ||
Change in valuation allowance | 22,783 | 37,799 | |
Total income tax provision expense (benefit) | $ (896) | $ 36,314 | $ (1,702) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 81,039,000 | $ 39,605,000 |
Uncertain income tax position, description | Under ASC Topic 740, the impact of an uncertain income tax position taken on a tax return must be recognized at the largest amount that is cumulatively “more likely than not” to be sustained upon audit by relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. | |
Unrecognized tax benefits that would impact effective tax rate | $ 40,000 | |
Interest recognized | $ 0 | |
Significant change in uncertain tax positions in the next 12 months | 0 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | $ 13,200,000 | |
Net operating loss carryforward, expiration year | 2,034 | |
Foreign Tax Authority [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credits | $ 4,500,000 | |
Foreign Tax Authority [Member] | Earliest Tax Year [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credits, expiration year | 2,029 | |
Foreign Tax Authority [Member] | Latest Tax Year [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credits, expiration year | 2,036 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward | $ 39,200,000 | |
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Research and development credits | $ 2,800,000 | |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward, expiration year | 2,029 | |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforward, expiration year | 2,036 |
Income Taxes - Summary of Rec80
Income Taxes - Summary of Reconciliation of Unrecognized Tax Expense (Benefits) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Abstract] | |
Unrecognized tax benefits balance at December 31, 2015 | $ 1,836 |
Increase related to current year tax positions | 444 |
Increase related to prior year tax positions | 109 |
Settlements | 0 |
Lapse in statute of limitations | 0 |
Unrecognized tax benefits balance at December 31, 2016 | $ 2,389 |
Related Party Agreements and 81
Related Party Agreements and Other - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | ||||||
Jun. 30, 2016 | Jul. 31, 2015 | May 31, 2015 | Dec. 31, 2014 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 30, 2015 | |
Related Party Transaction [Line Items] | ||||||||
Investments in common stock | $ 112,008,000 | $ 112,008,000 | ||||||
Equity method investments | 76,994,000 | $ 58,119,000 | ||||||
ImmuneOncia Therapeutics, LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity method investments | $ 9,500,000 | |||||||
NantBioScience, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares acquired | 1 | |||||||
Investments in common stock | $ 10,000,000 | |||||||
Nant Cell [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payments to acquire interest in joint venture | $ 40,000,000 | |||||||
Non-refundable up-front payment | 10,000,000 | |||||||
Vested equity received | $ 100,000,000 | |||||||
Mabtech Limited [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payable for license agreement | $ 30,000,000 | $ 30,000,000 | ||||||
Aggregate purchase price of common stock warrants | 20,000,000 | |||||||
Yuhan Corporation [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gross proceeds of common stock and warrants | $ 10,000,000 | |||||||
3SBio [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Gross proceeds of common stock and warrants | $ 10,000,000 | |||||||
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 | |||||||
Investors [Member] | Securities Purchase Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares to be issued in the future | 7.2 | |||||||
Common stock price per share | $ 5.80 | |||||||
Common stock shares subscribed, subscription receivable | $ 41,700,000 | |||||||
Number of common stock shares called by warrants | 1.7 | |||||||
Warrant exercisable period | 3 years | |||||||
Warrant exercise price per share | $ 5.80 | |||||||
NantKwest [Member] | Development And License Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of common stock shares acquired | 5.6 | |||||||
Investments in common stock | $ 10,000,000 |
401(k) Plan - Additional Inform
401(k) Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |||
401(k) plan, Employer contribution amount | $ 424 | $ 237 | $ 57 |
Quarterly Financial Data (Una83
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, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenues | $ 4,019 | $ 2,243 | $ 902 | $ 988 | $ 1,337 | $ 1,103 | $ 1,173 | $ 977 | $ 8,152 | $ 4,590 | $ 3,825 |
Operating costs and expenses | 21,823 | 14,491 | 45,613 | 23,002 | 18,997 | 36,738 | 11,706 | 11,154 | 104,929 | 78,595 | 38,567 |
Net income (loss) attributable to Sorrento | $ (17,859) | $ 15,891 | $ (43,305) | $ (15,650) | (60,923) | (45,811) | (34,657) | ||||
Net income (loss) attributable to Sorrento | $ (26,599) | $ (2,079) | $ (10,958) | $ (10,438) | $ (63,937) | $ (50,074) | $ (34,657) | ||||
Net income (loss) per share - basic and diluted | $ (0.30) | $ 0.24 | $ (0.93) | $ (0.41) | $ (0.62) | $ (0.03) | $ (0.30) | $ (0.29) | $ (1.21) | $ (1.24) | $ (1.30) |
Weighted-average shares - basic | 58,634 | 66,193 | 46,498 | 37,965 | 50,360 | ||||||
Weighted-average shares - diluted | 58,634 | 66,527 | 46,498 | 37,965 | 50,360 | ||||||
Weighted-average shares | 37,770 | 37,328 | 36,315 | 36,206 | 50,360 | 36,909 | 26,679 |
Quarterly Financial Data (Una84
Quarterly Financial Data (Unaudited) - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Quarterly Financial Data [Line Items] | |||||||||||
Gain on contingent liabilities | $ (8,121) | $ 0 | $ 0 | ||||||||
Research and development expenses | 42,175 | 31,343 | 23,983 | ||||||||
Operating costs and expenses | $ 21,823 | $ 14,491 | $ 45,613 | $ 23,002 | $ 18,997 | $ 36,738 | $ 11,706 | $ 11,154 | 104,929 | 78,595 | 38,567 |
Net loss attributable to Sorrento | $ (17,859) | $ 15,891 | $ (43,305) | $ (15,650) | $ (60,923) | $ (45,811) | $ (34,657) | ||||
Net loss per share - basic and diluted per share attributable to Sorrento | $ (0.30) | $ 0.24 | $ (0.93) | $ (0.41) | $ (0.62) | $ (0.03) | $ (0.30) | $ (0.29) | $ (1.21) | $ (1.24) | $ (1.30) |
Gain on contingent consideration | $ 991 | ||||||||||
Restatement Adjustment [Member] | |||||||||||
Schedule Of Quarterly Financial Data [Line Items] | |||||||||||
Gain on contingent liabilities | $ 1,700 | $ 1,700 | $ 2,700 | ||||||||
Research and development expenses | 200 | 100 | |||||||||
Operating costs and expenses | 14,491 | 45,613 | 23,002 | ||||||||
Net loss attributable to Sorrento | $ 15,891 | $ (43,305) | $ (15,650) | ||||||||
Net loss per share - basic and diluted per share attributable to Sorrento | $ 0.24 | $ (0.93) | $ (0.41) | ||||||||
Gain on contingent consideration | $ 991 | ||||||||||
Previously Reported [Member] | |||||||||||
Schedule Of Quarterly Financial Data [Line Items] | |||||||||||
Operating costs and expenses | $ 16,000 | $ 47,300 | 25,700 | ||||||||
Net loss attributable to Sorrento | $ 14,400 | $ 44,900 | $ 18,400 | ||||||||
Net loss per share - basic and diluted per share attributable to Sorrento | $ 0.22 | $ (0.97) | $ (0.48) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Mar. 17, 2017Director | Mar. 15, 2017USD ($) | Dec. 31, 2016 |
Term Loan, Second Tranche [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Term loan available date | Sep. 30, 2017 | ||
Term Loan, Third Tranche [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Term loan available date | Jun. 30, 2018 | ||
Subsequent Event [Member] | Settlement Agreement with WLA [Member] | |||
Subsequent Event [Line Items] | |||
Dismiss the actions within periods of business | 10 days | ||
Number of additional independent directors | Director | 2 | ||
Period to comply with agreement | 2 years | ||
Subsequent Event [Member] | Term Loan, Second Tranche [Member] | |||
Subsequent Event [Line Items] | |||
Additional funds available under the term loan | $ 25,000,000 | ||
Subsequent Event [Member] | Term Loan, Second Tranche [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Term loan available date | Jun. 30, 2018 | ||
Subsequent Event [Member] | Term Loan, Third Tranche [Member] | |||
Subsequent Event [Line Items] | |||
Additional funds available under the term loan | $ 25,000,000 | ||
Subsequent Event [Member] | Term Loan, Third Tranche [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Term loan available date | Jun. 30, 2018 |