Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Trading Symbol | SRNE | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36150 | |
Entity Registrant Name | SORRENTO THERAPEUTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0344842 | |
Entity Address, Address Line One | 4955 Directors Place | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 203-4100 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 298,099,574 | |
Entity Central Index Key | 0000850261 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 77,291 | $ 56,464 |
Marketable investment | 34,410 | |
Accounts receivables, net | 22,437 | 15,506 |
Inventory | 2,684 | 1,831 |
Prepaid expenses | 11,656 | 8,712 |
Other current assets | 6,784 | 3,721 |
Total current assets | 155,262 | 86,234 |
Property and equipment, net | 45,991 | 31,861 |
Operating lease right-of-use assets | 37,769 | 42,052 |
Intangibles, net | 322,005 | 73,675 |
Goodwill | 52,892 | 43,554 |
Equity investments | 162,956 | 256,397 |
Other assets, net | 2,049 | 2,049 |
Total assets | 778,924 | 535,822 |
Current liabilities: | ||
Accounts payable | 33,969 | 24,706 |
Accrued payroll and related benefits | 19,112 | 20,859 |
Accrued expenses | 25,267 | 19,198 |
Current portion of deferred revenue | 2,641 | 4,485 |
Current portion of operating lease liabilities | 3,936 | 3,626 |
Current portion of contingent consideration and acquisition consideration payable | 65,682 | 398 |
Current portion of debt | 29,845 | 23,208 |
Total current liabilities | 180,452 | 96,480 |
Long-term debt, net of discount | 82,574 | 92,258 |
Deferred tax liabilities, net | 6,002 | 6,918 |
Deferred revenue | 119,209 | 113,185 |
Derivative liabilities | 33,500 | 35,400 |
Operating lease liabilities | 48,387 | 50,301 |
Contingent consideration and acquisition consideration payable | 121,504 | 549 |
Other long-term liabilities | 1,761 | |
Total liabilities | 593,389 | 395,091 |
Commitments and contingencies (See Note 10) | ||
Sorrento Therapeutics, Inc. equity | ||
Preferred stock, $0.0001 par value; 100,000,000 shares authorized and no shares issued or outstanding | ||
Common stock, $0.0001 par value 750,000,000 shares authorized and 297,974,503 and 275,285,582 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 30 | 28 |
Additional paid-in capital | 1,356,853 | 1,172,346 |
Accumulated other comprehensive loss | 1,133 | 520 |
Accumulated deficit | (1,122,384) | (958,279) |
Treasury stock, 7,568,182 shares at cost at June 30, 2021, and December 31, 2020 | (49,464) | (49,464) |
Total Sorrento Therapeutics, Inc. stockholders’ equity | 186,168 | 165,151 |
Noncontrolling interests | (633) | (24,420) |
Total equity | 185,535 | 140,731 |
Total liabilities and stockholders’ equity | $ 778,924 | $ 535,822 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 297,974,503 | 275,285,582 |
Common stock, shares outstanding (in shares) | 297,974,503 | 275,285,582 |
Treasury stock, shares (in shares) | 7,568,182 | 7,568,182 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues: | ||||
Revenues | $ 13,511 | $ 9,007 | $ 27,766 | $ 16,728 |
Operating costs and expenses: | ||||
Research and development | 54,506 | 24,150 | 98,339 | 45,304 |
Acquired in-process research and development | 4,971 | 4,881 | 12,483 | 4,881 |
Selling, general and administrative | 50,393 | 24,463 | 93,787 | 50,762 |
Intangible amortization | 1,070 | 992 | 2,105 | 1,984 |
Total operating costs and expenses | 114,061 | 56,735 | 213,221 | 107,619 |
Loss from operations | (100,550) | (47,728) | (185,455) | (90,891) |
(Loss) gain on derivative liabilities | (300) | 1,980 | 1,900 | 6,900 |
(Loss) gain on foreign currency exchange | (1) | 124 | (541) | (23) |
Interest expense, net | 2,016 | 8,295 | 4,382 | 15,101 |
(Loss) gain on marketable investment | (63,901) | 30,530 | ||
Loss on equity method investments | (22) | (4,699) | (441) | (5,255) |
Loss on debt extinguishment, net | (584) | (28,294) | (6,695) | (51,939) |
Other income (loss) | 34 | (44) | (59) | |
Loss before income tax | (167,340) | (86,912) | (165,128) | (156,368) |
Income tax benefit | (641) | (1,919) | (847) | (2,195) |
Net loss | (166,699) | (84,993) | (164,281) | (154,173) |
Net loss attributable to noncontrolling interests | (84) | (7,253) | (176) | (11,238) |
Net loss attributable to Sorrento | $ (166,615) | $ (77,740) | $ (164,105) | $ (142,935) |
Net loss per share - basic per share attributable to Sorrento (USD per share) | $ (0.57) | $ (0.36) | $ (0.58) | $ (0.72) |
Net loss per share - diluted per share attributable to Sorrento (USD per share) | $ (0.57) | $ (0.36) | $ (0.58) | $ (0.72) |
Weighted-average shares used during period - basic per share attributable to Sorrento (in shares) | 290,003 | 216,956 | 285,330 | 199,782 |
Weighted-average shares used during period - diluted per share attributable to Sorrento (in shares) | 290,003 | 216,956 | 285,330 | 199,782 |
Product | ||||
Revenues: | ||||
Revenues | $ 7,854 | $ 5,794 | $ 14,877 | $ 11,042 |
Operating costs and expenses: | ||||
Cost of products sold and services | 525 | 699 | 1,377 | 1,247 |
Service | ||||
Revenues: | ||||
Revenues | 5,657 | 3,213 | 12,889 | 5,686 |
Operating costs and expenses: | ||||
Cost of products sold and services | $ 2,596 | $ 1,550 | $ 5,130 | $ 3,441 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (166,699) | $ (84,993) | $ (164,281) | $ (154,173) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 688 | (10) | 613 | 45 |
Total other comprehensive income (loss) | 688 | (10) | 613 | 45 |
Comprehensive loss | (166,011) | (85,003) | (163,668) | (154,128) |
Comprehensive loss attributable to noncontrolling interests | (84) | (7,253) | (176) | (11,238) |
Comprehensive loss attributable to Sorrento | $ (165,927) | $ (77,750) | $ (163,492) | $ (142,890) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Public Placement | Aspire Purchase Agreement | Equity Compensation Plans | ACEA Therapeutics, Inc | Common Stock | Common StockPublic Placement | Common StockAspire Purchase Agreement | Common StockEquity Compensation Plans | Common StockACEA Therapeutics, Inc | Treasury Stock | Additional Paid-in Capital | Additional Paid-in CapitalPublic Placement | Additional Paid-in CapitalAspire Purchase Agreement | Additional Paid-in CapitalEquity Compensation Plans | Additional Paid-in CapitalACEA Therapeutics, Inc | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interest |
Balance at Dec. 31, 2019 | $ 32,756 | $ 18 | $ (49,464) | $ 788,122 | $ (270) | $ (659,818) | $ (45,832) | ||||||||||||
Balance, shares (in shares) at Dec. 31, 2019 | 167,798 | 7,568 | |||||||||||||||||
Issuance of common stock for equity offerings | $ 7,326 | $ 62,953 | $ 99 | $ 1 | $ 3 | $ 7,325 | $ 62,950 | $ 99 | |||||||||||
Issuance of common stock for equity offerings (in shares) | 2,091 | 29,619 | 49 | ||||||||||||||||
Issuance of common stock upon exercise of warrants | 13,535 | $ 1 | 13,534 | ||||||||||||||||
Issuance of common stock upon issuance of warrants (in shares) | 5,009 | ||||||||||||||||||
Stock-based compensation | 3,682 | 3,682 | |||||||||||||||||
Foreign currency translation adjustment | 55 | 55 | |||||||||||||||||
Net Income (loss) | (69,180) | (65,195) | (3,985) | ||||||||||||||||
Balance at Mar. 31, 2020 | 51,226 | $ 23 | $ (49,464) | 875,712 | (215) | (725,013) | (49,817) | ||||||||||||
Balance, shares (in shares) at Mar. 31, 2020 | 204,566 | 7,568 | |||||||||||||||||
Balance at Dec. 31, 2019 | 32,756 | $ 18 | $ (49,464) | 788,122 | (270) | (659,818) | (45,832) | ||||||||||||
Balance, shares (in shares) at Dec. 31, 2019 | 167,798 | 7,568 | |||||||||||||||||
Foreign currency translation adjustment | 45 | ||||||||||||||||||
Net Income (loss) | (154,173) | ||||||||||||||||||
Balance at Jun. 30, 2020 | 80,215 | $ 25 | $ (49,464) | 989,702 | (225) | (802,753) | (57,070) | ||||||||||||
Balance, shares (in shares) at Jun. 30, 2020 | 231,847 | 7,568 | |||||||||||||||||
Balance at Mar. 31, 2020 | 51,226 | $ 23 | $ (49,464) | 875,712 | (215) | (725,013) | (49,817) | ||||||||||||
Balance, shares (in shares) at Mar. 31, 2020 | 204,566 | 7,568 | |||||||||||||||||
Exercise of stock options, net | 3,797 | 3,797 | |||||||||||||||||
Exercise of stock options (in shares) | 877 | ||||||||||||||||||
Issuance of common stock for equity offerings | 81,533 | $ 1 | 81,532 | ||||||||||||||||
Issuance of common stock for equity offerings (in shares) | 18,289 | ||||||||||||||||||
Issuance of common stock upon exercise of warrants | 25,327 | $ 1 | 25,326 | ||||||||||||||||
Issuance of common stock upon issuance of warrants (in shares) | 8,115 | ||||||||||||||||||
Stock-based compensation | 3,335 | 3,335 | |||||||||||||||||
Foreign currency translation adjustment | (10) | (10) | |||||||||||||||||
Net Income (loss) | (84,993) | (77,740) | (7,253) | ||||||||||||||||
Balance at Jun. 30, 2020 | 80,215 | $ 25 | $ (49,464) | 989,702 | (225) | (802,753) | (57,070) | ||||||||||||
Balance, shares (in shares) at Jun. 30, 2020 | 231,847 | 7,568 | |||||||||||||||||
Balance at Dec. 31, 2020 | 140,731 | $ 28 | $ (49,464) | 1,172,346 | 520 | (958,279) | (24,420) | ||||||||||||
Balance, shares (in shares) at Dec. 31, 2020 | 275,286 | 7,568 | |||||||||||||||||
Issuance of common stock for equity offerings | 42,209 | 5,394 | $ 1 | 42,208 | 5,394 | ||||||||||||||
Issuance of common stock for equity offerings (in shares) | 3,901 | 500 | |||||||||||||||||
Issuance of common stock upon exercise of warrants | 9,050 | 9,050 | |||||||||||||||||
Issuance of common stock upon issuance of warrants (in shares) | 2,550 | ||||||||||||||||||
Other acquisitions, license agreements and investments paid in equity | 7,500 | 7,500 | |||||||||||||||||
Other acquisitions, license agreements and investments paid in equity (in shares) | 851 | ||||||||||||||||||
Changes to noncontrolling interests from increased ownership in Scilex Holding | (23,963) | 23,963 | |||||||||||||||||
Changes to noncontrolling interests from increased ownership in Scilex Holding (in shares) | 2,567 | ||||||||||||||||||
Stock-based compensation | 23,660 | 23,660 | |||||||||||||||||
Foreign currency translation adjustment | (75) | (75) | |||||||||||||||||
Net Income (loss) | 2,418 | 2,510 | (92) | ||||||||||||||||
Balance at Mar. 31, 2021 | 230,887 | $ 29 | $ (49,464) | 1,236,195 | 445 | (955,769) | (549) | ||||||||||||
Balance, shares (in shares) at Mar. 31, 2021 | 285,655 | 7,568 | |||||||||||||||||
Balance at Dec. 31, 2020 | $ 140,731 | $ 28 | $ (49,464) | 1,172,346 | 520 | (958,279) | (24,420) | ||||||||||||
Balance, shares (in shares) at Dec. 31, 2020 | 275,286 | 7,568 | |||||||||||||||||
Exercise of stock options (in shares) | 536,119 | ||||||||||||||||||
Foreign currency translation adjustment | $ 613 | ||||||||||||||||||
Net Income (loss) | (164,281) | ||||||||||||||||||
Balance at Jun. 30, 2021 | 185,535 | $ 30 | $ (49,464) | 1,356,853 | 1,133 | (1,122,384) | (633) | ||||||||||||
Balance, shares (in shares) at Jun. 30, 2021 | 297,975 | 7,568 | |||||||||||||||||
Balance at Mar. 31, 2021 | 230,887 | $ 29 | $ (49,464) | 1,236,195 | 445 | (955,769) | (549) | ||||||||||||
Balance, shares (in shares) at Mar. 31, 2021 | 285,655 | 7,568 | |||||||||||||||||
Issuance of common stock for equity offerings | $ 50,752 | $ 1,377 | $ 1 | $ 50,751 | $ 1,377 | ||||||||||||||
Issuance of common stock for equity offerings (in shares) | 5,886 | 300 | |||||||||||||||||
Other acquisitions, license agreements and investments paid in equity | 5,378 | $ 42,168 | 5,378 | $ 42,168 | |||||||||||||||
Other acquisitions, license agreements and investments paid in equity (in shares) | 615 | 5,519 | |||||||||||||||||
Stock-based compensation | 20,984 | 20,984 | |||||||||||||||||
Foreign currency translation adjustment | 688 | 688 | |||||||||||||||||
Net Income (loss) | (166,699) | (166,615) | (84) | ||||||||||||||||
Balance at Jun. 30, 2021 | $ 185,535 | $ 30 | $ (49,464) | $ 1,356,853 | $ 1,133 | $ (1,122,384) | $ (633) | ||||||||||||
Balance, shares (in shares) at Jun. 30, 2021 | 297,975 | 7,568 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities | ||
Net loss | $ (164,281) | $ (154,173) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation and amortization | 6,056 | 5,653 |
Non-cash operating lease cost | 1,492 | 1,689 |
Non-cash interest expense and amortization of debt issuance costs | 4,010 | 7,955 |
Payment on Scilex Notes attributed to accreted interest related to the debt discount | (10,783) | |
Acquired in-process research and development | 12,524 | 4,881 |
Stock-based compensation | 46,406 | 7,017 |
Loss on debt extinguishment, net | 6,695 | 51,939 |
Gain on derivative liabilities | (1,900) | (6,900) |
Gain on marketable investment | (30,530) | |
Loss on equity method investments | 441 | 5,255 |
Loss on contingent consideration | 100 | |
Deferred tax provision | (916) | (1,989) |
Changes in operating assets and liabilities, excluding effect of acquisitions: | ||
Accounts receivable | (1,429) | 655 |
Accrued payroll | (2,503) | 1,995 |
Prepaid expenses, deposits and other assets | (2,022) | 1,612 |
Accounts payable | 2,936 | (1,241) |
Accrued expenses and other liabilities | 5,739 | 73 |
Deferred revenue | 776 | (144) |
Other | 617 | (352) |
Net cash provided by (used for) operating activities | (126,572) | (76,075) |
Investing activities | ||
Proceeds from sale of marketable investment | 95,171 | |
Purchases of property and equipment | (5,487) | (970) |
Net cash used for investing activities | 76,656 | (3,282) |
Financing activities | ||
Proceeds from short-term debt, net of issuance costs | 22,456 | 7,815 |
Proceeds from exercise of stock options and warrants | 11,974 | 42,757 |
Repayments of debt and other obligations | (56,976) | (131,853) |
Net cash provided by financing activities | 70,415 | 67,962 |
Net change in cash, cash equivalents and restricted cash | 20,499 | (11,395) |
Net effect of exchange rate changes on cash | 328 | 14 |
Cash, cash equivalents and restricted cash at beginning of period | 56,464 | 80,769 |
Cash, cash equivalents and restricted cash at end of period | 77,291 | 69,388 |
Cash paid during the period for: | ||
Interest | 88 | 3,148 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Changes to noncontrolling interests from increased ownership in Scilex Holding | 23,963 | |
ACEA acquisition consideration paid in equity | 42,168 | |
Other acquisitions, license agreements and investments paid in equity | 12,877 | 2,569 |
Property and equipment costs incurred but not paid | 808 | 217 |
Non-cash additions related to leasehold improvements | 2,963 | |
Short-term debt | 7,304 | |
Reconciliation of cash, cash equivalents and restricted cash within the Company’s consolidated balance sheets: | ||
Cash and cash equivalents | 77,291 | 24,388 |
Restricted cash | 45,000 | |
Cash, cash equivalents, and restricted cash | 77,291 | 69,388 |
ACEA Therapeutics, Inc | ||
Investing activities | ||
Acquisition consideration paid in cash, net of cash acquired | (754) | |
Other Acquisitions and Investments | ||
Investing activities | ||
Acquisition consideration paid in cash, net of cash acquired | (12,274) | (2,312) |
Public Offering Of Common Stock And Warrants 2019 | ||
Financing activities | ||
Proceeds from equity offerings, net of issuance costs | $ 92,961 | $ 149,243 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business Sorrento Therapeutics, Inc. (the “Company”) is a clinical stage and commercial, antibody-centric, biopharmaceutical company developing new therapies to treat cancers and COVID-19. The Company’s multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as clinical stage fully human antibodies (“G-MAB™ library”), clinical stage immuno-cellular therapies (“CAR-T”, “DAR-T™”), clinical stage antibody-drug conjugates (“ADCs”) and clinical stage oncolytic virus (Seprehvir™). The Company is also developing potential antiviral therapies and vaccines against coronaviruses, including COVIGUARD™, COVI-AMG™, COVISHIELD™, Gene-MAb™, COVI-MSC™ and COVIDROPS™; and diagnostic test solutions, including COVITRACK™, COVISTIX™ and COVITRACE™. The Company’s commitment to life-enhancing therapies for patients is also demonstrated by its effort to advance a first-in-class (TRPV1 agonist) non-opioid pain management small molecule, resiniferatoxin (“RTX”), and SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (SEMDEXA™), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, and through the commercialization of ZTlido ® Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Operating results for interim periods are not expected to be indicative of operating results for the Company’s 2021 fiscal year, or any subsequent period. The unaudited interim financial statements included herein reflect all normal and recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. Use of Estimates To prepare consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”), management must make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant Accounting Policies During the six months ended June 30, 2021, there have been no changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 outside of new accounting pronouncements as described below. Revenue Recognition The following table shows revenue disaggregated by product and service type for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Scilex Pharmaceuticals Inc. product sales $ 7,802 $ 5,757 $ 14,788 $ 10,969 Other product revenue 52 37 89 73 Net product revenue $ 7,854 $ 5,794 $ 14,877 $ 11,042 Concortis Biosystems Corporation $ 3,468 $ 1,507 $ 8,930 $ 2,829 Bioserv Corporation 1,382 1,586 2,581 2,617 Other service revenue 807 120 1,378 240 Service revenue $ 5,657 $ 3,213 $ 12,889 $ 5,686 Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update No. 2019-12, Income Taxes Topic 740): Simplifying the Accounting for Income Taxes. |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [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 recurring losses from operations, recurring negative cash flows from operations and substantial cumulative net losses to date and anticipates that it will continue to do so for the foreseeable future as it continues to identify and invest in advancing product candidates, as well as expanding corporate infrastructure. The Company has plans in place to obtain sufficient additional fundraising to fulfill its operating, debt servicing and capital requirements for the next 12 months. The Company’s plans include continuing to fund its operating losses and capital funding needs through public or private equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or other arrangements. Although management believes such plans, if executed, should provide the Company sufficient financing to meet its needs, successful completion of such plans is dependent on factors outside of the Company’s control. As such, management cannot conclude that such plans will be effectively implemented within one year after the date that the financial statements are issued. As a result, management has concluded that the aforementioned conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable, the Company may have to significantly delay, scale back or discontinue the development or commercialization of one or more of its product candidates. The Company may also seek collaborators for one or more of its current or future product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available. Furthermore, the spread of COVID-19, which has caused a broad impact globally, may materially affect the Company economically. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could, in the future, negatively affect its liquidity. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at June 30, 2021 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 77,291 $ 77,291 $ — $ — Marketable investment 34,410 34,410 — — Total assets $ 111,701 $ 111,701 $ — $ — Liabilities: Derivative liabilities - non-current $ 33,500 $ — $ — $ 33,500 Contingent consideration and acquisition consideration payable 65,682 — — 65,682 Contingent consideration and acquisition consideration payable - non-current 121,504 — — 121,504 Total liabilities $ 220,686 $ — $ — $ 220,686 Fair Value Measurements at December 31, 2020 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 56,464 $ 56,464 $ — $ — Total assets $ 56,464 $ 56,464 $ — $ — Liabilities: Derivative liabilities - non-current $ 35,400 $ — $ — $ 35,400 Contingent consideration and acquisition consideration payable 398 — — 398 Contingent consideration and acquisition consideration payable - non-current 549 — — 549 Total liabilities $ 36,347 $ — $ — $ 36,347 Contingent Consideration and Acquisition Consideration Payable In connection with the acquisition of ACEA Therapeutics, Inc. as disclosed in Note 6 , the Company preliminarily recorded estimated contingent consideration of $186.1 million as of the acquisition closing date of June 1, 2021. The Company assesses the fair value of contingent consideration using a discounted cash flow method combined with a Monte Carlo simulation model. Significant Level 3 assumptions used in the measurement include revenue projections, a discount rate of 14.4% and estimated probabilities of successful commercialization. As defined in Note 6 , the Indebtedness Shares are subject to a true-up, as set forth in the ACEA Merger Agreement, if the price at which such shares were issued is greater than the closing price of the Company’s common stock on the date that is six months after June 1, 2021 (“Put Option”). The Company assesses the fair value of the Put Option using a Black-Scholes model and Level 3 assumptions. As of June 1, 2021, the Company recorded a total fair value of $8.1 million associated with the Put Option. The Put Option is included within the current portion of the contingent consideration. During the three months ended June 30, 2021, the Company recorded a loss of $0.1 million related to the change in fair value of the contingent consideration resulting from the passage of time since June 1, 2021. Changes in estimated fair value of acquisition consideration payable, including contingent consideration liabilities, since December 31, 2020 are as follows: (in thousands) Fair Value Beginning Balance at December 31, 2020 $ 947 Contingent consideration related to the acquisition of ACEA Therapeutics, Inc. 186,139 Change in fair value measurement 100 Ending Balance at June 30, 2021 $ 187,186 Derivative liabilities The Company recorded a loss on derivative liabilities of $0.3 million and a gain of $1.9 million for the three and six months ended June 30, 2021, respectively, which related to the compound derivative liabilities associated with the Scilex Notes (as defined in Note 7 ). The fair value of the derivative liabilities associated with the Scilex Notes was estimated using the discounted cash flow method combined with a Monte Carlo simulation model. This involves significant Level 3 inputs and assumptions, including a 6.6% risk adjusted net sales forecast and an effective debt yield of 14.0%. The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the six months ended June 30, 2021: (in thousands) Fair Value Beginning Balance at December 31, 2020 $ 35,400 Re-measurement of Fair Value (1,900 ) Ending Balance at June 30, 2021 $ 33,500 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investments | 4. Investments The Company’s equity method investments include an ownership interest in Immunotherapy NANTibody, LLC (“NANTibody”), NantCancerStemCell, LLC (“NantStem”) and ImmuneOncia Therapeutics, LLC, among others. The Company’s other equity investments include an ownership interest in NantBioScience, Inc. (“NantBioScience”), Celularity Inc. and Aardvark Therapeutics, Inc. (“Aardvark”). ImmunityBio, Inc. (“ImmunityBio”). On March 9, 2021, NantKwest, Inc. and ImmunityBio completed their previously announced 100% stock-for-stock merger (the “Merger”). The combined company operates under the name ImmunityBio, Inc. and its shares of common stock commenced trading on the Nasdaq Global Select Market on March 10, 2021 under the new ticker, “IBRX”. The former stockholders of ImmunityBio were entitled to receive 0.8190 shares of common stock of the combined company for each outstanding share of ImmunityBio common stock held immediately prior to the Merger. Prior to the closing of the Merger, the Company owned 10,000,000 shares of common stock of ImmunityBio, and the Company therefore received 8,190,000 shares of common stock of the post-merger company. The Company’s investment in ImmunityBio has historically been included as an equity investment in its consolidated balance sheets and accounted for as an equity security without a readily determinable fair value. As of the completion of the Merger, the Company accounts for its investment in ImmunityBio as an equity investment with a readily determinable fair value and has reclassified its investment in ImmunityBio to marketable investment within its consolidated balance sheets. The investment in ImmunityBio is classified as a current asset because the investment can be liquidated to finance the Company’s current operations. In connection with the change in fair value of its investment in ImmunityBio, the Company recorded a loss on marketable investment of $63.9 million during the three months ended June 30, 2021 and a gain on marketable investment of $30.5 million during the six months ended June 30, 2021. The Company sold 5,889,334 shares of ImmunityBio common stock during the three and six months ended June 30, 2021 for net proceeds to the Company of $95.2 million. During the three months ended June 30, 2021, the Company paid $5.0 million in cash for 3,888,932 shares of Series B Preferred Stock of Aardvark. The Company accounts for its investment in Aardvark as an equity investment without a readily determinable fair value and carries its investment in Aardvark at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments. In July 2021, the Company paid consideration of $5.0 million in cash for an additional 3,888,932 shares of Series B Preferred Stock of Aardvark, resulting in an increase in the Company’s ownership interest in Aardvark to approximately 8% NANTibody The Company’s investment in NANTibody is reported in equity method investments on its consolidated balance sheets and its share of NANTibody’s income or loss is recorded in income or loss on equity method investments on its consolidated statement of operations. The Company continues to hold 40% of the outstanding equity of NANTibody and NantCell, Inc. (“NantCell”) holds the remaining 60%. The Company’s investment in NANTibody had a carrying value of zero as of June 30, 2021 due to the Company’s share of cumulative losses. As of December 31, 2020, the carrying value of the Company’s investment in NANTibody was approximately $0.5 million. NANTibody recorded a net loss of $0.8 million and $1.7 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, NANTibody had $3.4 million in current assets, $6.0 million in current liabilities, $0.1 million in noncurrent assets and no 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 one quarter lag. NantStem The Company’s investment in NantStem is reported in equity method investments on its consolidated balance sheets and its share of NantStem’s income or loss is recorded in income or loss on equity method investments on its consolidated statement of operations. 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. As of June 30, 2021, the carrying value of the Company’s investment in NantStem was approximately $18.2 million. As of December 31, 2020, the carrying value of the Company`s investment in NantStem was $18.1 million. NantStem recorded a net income of zero and a net loss of $0.4 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, NantStem had $81.5 million in current assets, 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 one quarter lag. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The Company had goodwill of $52.9 million as of June 30, 2021, which preliminarily increased by $9.3 million as compared to $43.6 million as of December 31, 2020 due to the Company’s acquisition of ACEA. Goodwill for the Sorrento Therapeutics segment and Scilex segment was $46.2 million and $6.7 million, respectively, as of June 30, 2021. Intangible assets with indefinite useful lives totaling $278.7 million are included in acquired in-process research and development in the table below. A summary of the Company’s identifiable intangible assets as of June 30, 2021 and December 31, 2020 is as follows (in thousands, except for years): June 30, 2021 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Intangibles, Net Customer relationships 2 $ 1,585 $ 1,439 $ 146 Acquired technology 19 3,410 1,324 2,086 Acquired in-process research and development — 278,660 — 278,660 Technology placed in service 15 21,940 4,022 17,918 Patent rights 15 32,720 10,193 22,527 Assembled workforce 5 605 284 321 Internally developed software 2 520 173 347 Total intangible assets $ 339,440 $ 17,435 $ 322,005 December 31, 2020 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Intangibles, Net Customer relationships 6 $ 1,585 $ 1,426 $ 159 Acquired technology 19 3,410 1,236 2,174 Acquired in-process research and development — 28,260 — 28,260 Technology placed in service 15 21,940 3,291 18,649 Patent rights 15 32,720 9,103 23,617 Assembled workforce 5 605 222 383 Internally developed software 1 520 87 433 Total intangible assets $ 89,040 $ 15,365 $ 73,675 Aggregate amortization expense was $1.1 million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively. Aggregate amortization expense was $2.1 million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively. Estimated future amortization expense related to intangible assets, excluding indefinite-lived intangible assets, at June 30, 2021 is as follows (in thousands): Years Ending December 31, Amount 2021 (Remaining six months) $ 2,070 2022 4,140 2023 4,048 2024 3,870 2025 3,845 Thereafter 25,372 Total expected future amortization $ 43,345 |
Significant Agreements and Cont
Significant Agreements and Contracts | 6 Months Ended |
Jun. 30, 2021 | |
Significant Agreements And Contracts [Abstract] | |
Significant Agreements and Contracts | 6. Significant Agreements and Contracts Acquisition of ACEA Therapeutics, Inc. On June 1, 2021, the Company completed the acquisition of ACEA Therapeutics, Inc. (“ACEA”) pursuant to the terms of the Agreement and Plan of Merger (the “ACEA Merger Agreement”), dated as of April 2, 2021, by and among the Company, AT Merger Sub, Inc., an exempted company incorporated with limited liability in the Cayman Islands and wholly owned subsidiary of the Company, ACEA and Fortis Advisors LLC, as representative of the shareholders of ACEA, whereby ACEA became a wholly owned subsidiary of the Company. With operations in both China and the United States, ACEA is developing multiple clinical and preclinical-stage new chemical entity compounds, including the late clinical drug candidate, Abivertinib. The total value of the consideration paid by the Company for the acquisition of ACEA was equal to $ million plus approximately $ million (which amount represented the Company’s agreed upon share of certain interest, fees and other expenses) resulting in an aggregate payment of approximately $39.9 million (which amount is subject to further adjustment for indebtedness, transaction expenses and cash, in each case pursuant to the terms of the ACEA Merger Agreement (the “Closing Consideration”). Pursuant to the terms of the ACEA Merger Agreement, a portion of the Closing Consideration equal to (i) $38,059,326 was used to repay certain existing indebtedness of ACEA, which amount was paid to the holders thereof in the form of shares of common stock of the Company and an aggregate of 5,519,469 sha res (“Indebtedness Shares”) of the Company’s common stock were issued in respect thereof based on a price per share equal to $6.8955 (representing the volume weighted average closing price per share of Common Stock, as reported on The Nasdaq Stock Market LLC, for the 10 consecutive trading days ending on the date that was three trading days prior to the Closing Date) and (ii) $100,000 was set aside for expenses incurred by the shareholders’ representative thereunder. The Indebtedness Shares are subject to a true-up, as set forth in the ACEA Merger Agreement, if the price at which such shares were issued is greater than the closing price of the Company’s common stock on the date that is six months after June 1, 2021. In addition to the Closing Consideration, the Company will pay the ACEA equityholders (i) up to $450.0 million in additional payments, subject to the receipt of certain regulatory approvals and achievement of certain net sales targets with respect to the assets acquired from ACEA and (ii) five to ten percent of the annual net sales on specified royalty-bearing products (the “Earn-Out Consideration”). The fair value of the Earn-Out Consideration on the acquisition date was preliminarily estimated to be $186.1 million. The amount referenced in clause (i) of the preceding sentence includes the amounts that would have otherwise been due to ACEA under that certain License Agreement, dated July 13, 2020, between the Company and ACEA, which agreement was terminated in its entirety upon completion of the acquisition of ACEA. The preliminary purchase price allocation was calculated based on an upfront consideration of $44.1 million, which was based on the Company’s closing share price on June 1, 2021. The ACEA Merger Agreement resulted in net identifiable assets of approximately $230.2 million, which includes separate and distinct intangible assets comprised of acquired in-process research and development of $250.4 million, Goodwill largely reflects the broad-spectrum and synergistic infrastructures and expertise in pharmaceutical and biological drug discovery, development and manufacturing, and expanded geographic coverage in China and North America. Goodwill is not deductible for tax purposes. Acquisition costs were expensed as incurred. Results of operations since the date of acquisition were not material. Customary tax related matters such as the filing of pre-acquisition tax returns are subject to finalization as of June 30, 2021, and such matters may result in adjustments to the purchase price allocation. The Company is still in the process of finalizing the working capital adjustments and the purchase price allocation, given the timing of the acquisition and the size and scope of the assets and liabilities subject to valuation. While the Company does not expect material changes in the valuation outcome, certain assumptions and findings that were in place at the date of acquisition could result in changes in the purchase price allocation. Asset Purchase Agreement with Aardvark Therapeutics, Inc. In April 2021, the Company entered into an asset purchase agreement (the “Aardvark Asset Purchase Agreement”) with Aardvark to acquire Aardvark’s Delayed Burst Release Low Dose Naltrexone (DBR-LDN), or ARD-301, asset and intellectual property rights, for the treatment of chronic pain, fibromyalgia and chronic post-COVID syndrome. As consideration for the purchase of the assets, the Company paid Aardvark an upfront license fee of $5.0 million comprised of 616,655 shares of the Company’s common stock, and which was expensed as acquired in-process research and development during the three and six months ended June 30, 2021. The Company also agreed to pay Aardvark (i) milestone payments upon the receipt of certain regulatory approvals, and (ii) milestone payments upon the Company’s achievement of certain commercial sales milestones. The Company will also pay certain royalties in the mid-single digit to low-double digit percentages of annual net sales by the Company. Note 4 , the Company holds an investment interest in Aardvark. License Agreement with Icahn School of Medicine at Mount Sinai In March 2021, the Company entered into an exclusive license agreement (the “Mount Sinai License Agreement”) with Icahn School of Medicine at Mount Sinai (“Mount Sinai”) to acquire a worldwide, exclusive, sublicensable license to certain of Mount Sinai’s patents and monoclonal antibodies as well as technical information to develop, manufacture, commercialize, and exploit related products and services (“Licensed Products”) for all fields, uses, and applications, including for the diagnosis, prevention, treatment and cure of coronavirus. As consideration for the Mount Sinai License Agreement, the Company paid Mount Sinai an upfront license fee of $7.5 million comprised of 851,305 shares of the Company’s common stock, which was expensed as acquired in-process research and development during the three months ended March 31, 2021. The Company also agreed to pay Mount Sinai (i) certain milestone payments upon the achievement of certain clinical trial and regulatory milestones, and (ii) Acquisition of SmartPharm Therapeutics, Inc. On September 1, 2020, the Company completed the acquisition of SmartPharm Therapeutics, Inc. (“SmartPharm”), a gene-encoded protein therapeutics company developing non-viral DNA and RNA gene delivery platforms for COVID-19, influenza and rare diseases with broad potential for application in enhancing antibody-centric therapeutics. The total base consideration paid to the holders of capital stock of SmartPharm in the acquisition was approximately $19.5 million, which was comprised of approximately 1.8 million shares of the Company’s common stock . The purchase price allocation resulted in net identifiable assets of $19.5 million, which includes separate and distinct indefinite lived intangible assets comprised of acquired in-process research and development of $13.9 million, goodwill of $5.3 million and other net assets of $0.3 million. Customary tax related matters such as the filing of pre-acquisition tax returns are subject to finalization as of June 30, 2021. Such matters may result in adjustments to the purchase price allocation, which has not changed since December 31, 2020. 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 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 an equity sale of NantCell common stock to a third party. The Company terminated the agreement, effective January 29, 2020, due to NantCell’s material breach of the agreement. The termination and remedies related to such termination are currently pending in an arbitration before the American Arbitration Association. The Company has therefore deferred recognition of the upfront payment and the value of the equity interest received until the arbitration is concluded or resolved. 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, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of NantCell. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt 2018 Purchase Agreements and Indenture for Scilex On September 7, 2018, Scilex Pharmaceuticals Inc. (“Scilex Pharma”) entered into Purchase Agreements (the “2018 Purchase Agreements”) with certain investors (collectively, the “Scilex Note Purchasers”) and the Company. Pursuant to the 2018 Purchase Agreements, on September 7, 2018, Scilex Pharma issued and sold to the Scilex Note Purchasers senior secured notes due 2026 in an aggregate principal amount of $224.0 million (the “Scilex Notes”) for an aggregate purchase price of $140.0 million (the “Scilex Notes Offering”). In connection with the Scilex Notes Offering, Scilex Pharma also entered into an Indenture (the “Indenture”) governing the Scilex Notes with U.S. Bank National Association, a national banking association, as trustee and collateral agent, and the Company. Pursuant to the Indenture, the Company agreed to irrevocably and unconditionally guarantee, on a senior unsecured basis, the punctual performance and payment when due of all obligations of Scilex Pharma under the Indenture. During the year ended December 31, 2020, Scilex Pharma repurchased an aggregate of $65.0 million in principal amount of the Scilex Notes. During the six months ended June 30, 2021, Scilex Pharma repurchased an additional in principal amount of the Scilex Notes. In connection with the repurchases, the Company recorded a loss on partial debt extinguishment of $6.9 million and $14.0 million during the three and six months ended June 30, 2021, respectively. To estimate the fair value of the Scilex Notes, the Company uses the discounted cash flow method under the income approach, which involves significant Level 3 inputs and assumptions, combined with a Monte Carlo simulation as appropriate. The value of the debt instrument is based on the present value of future principal payments and the discounted rate of return reflective of the Company’s credit risk. Borrowings of the Scilex Notes consisted of the following (in thousands): June 30, 2021 December 31, 2020 Principal $ 109,431 $ 151,872 Unamortized debt discount (34,232 ) (51,022 ) Unamortized debt issuance costs (2,498 ) (3,698 ) Carrying value $ 72,701 $ 97,152 Estimated fair value $ 115,600 $ 122,300 Future minimum payments under the Scilex Notes, based on a percentage of projected net sales of ZTlido, Year Ending December 31, 2021 (Remaining six months) 3,410 2022 7,340 2023 9,543 2024 11,677 2025 13,436 Thereafter 64,025 Total future minimum payments 109,431 Unamortized debt discount (34,232 ) Unamortized capitalized debt issuance costs (2,498 ) Total Scilex Notes 72,701 Current portion (6,846 ) Long-term portion of Scilex Notes $ 65,855 The Company made principal payments of $42.4 million and $2.5 The Company identified a number of embedded derivatives that require bifurcation from the Scilex Notes and that were separately accounted for in the consolidated financial statements as derivative liabilities. Certain of these embedded features include default interest provisions, contingent rate increases, contingent put options, optional and automatic acceleration provisions and tax indemnification obligations. The fair value of the derivative liabilities associated with the Scilex Notes was estimated using the discounted cash flow method under the income approach combined with a Monte Carlo simulation model. This involves significant Level 3 inputs and assumptions, including a risk adjusted net sales forecast, an effective debt yield, estimated marketing approval probabilities for SP-103 and an estimated probability of an initial public offering by Scilex Holding that satisfies certain valuation thresholds and timing considerations (See Note 3 ). The Company re-evaluates this assessment each reporting period. ACEA Significant Debt Arrangements At the closing of the transactions contemplated by the ACEA Merger Agreement Pursuant to that certain Contract, dated as of August 15, 2018, between ACEA Hangzhou and ACEA Bio, ACEA Hangzhou borrowed an aggregate of approximately $29.1 million (184,600,000 RMB) from ACEA Bio in a series of loans thereunder (the “Contract”). Each loan under the Contract is for a period of 10 years and the maturity dates thereof range from August 15, 2023 to August 15, 2028. Each loan is interest free for the first five years, after which time the interest rate is 5.39% per annum. Pursuant to that certain Loan Agreement, dated as of January 6, 2018, between ACEA Zhejiang and ACEA Bio, ACEA Zhejiang borrowed approximately $1.3 million (8,000,000 RMB) from ACEA Bio (the “Loan Agreement”). The maturity date under the Loan Agreement is one year from the date when the loan was remitted to ACEA Zhejiang’s bank account and current maturity is January 1, 2022. The interest rate under the Loan Agreement is 4.786% per annum. The outstanding principal amount under the Contract and Loan Agreement as of June 30, 2021 is |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Amended Sales Agreement On December 4, 2020, the Company entered into Amendment No. 1 to that certain Sales Agreement dated April 27, 2020, with A.G.P./Alliance Global Partners, which provides that the Company may, from time to time, offer and sell securities to A.G.P./Alliance Global Partners in at-the-market transactions (as amended, the “Amended Sales Agreement”). During the six months ended June 30, 2021, the Company issued and sold an aggregate of 9,787,935 shares of its common stock pursuant to the Amended Sales Agreement for aggregate net proceeds to the Company of approximately $93.0 million. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | 9. Stock Based Compensation 2019 Stock Incentive Plan (“2019 Plan”) Total stock-based compensation expense under the 2019 Plan was $6.8 million and $2.1 million for the three months ended June 30, 2021 and 2020, respectively, and $15.4 million and $4.1 million for the six months ended June 30, 2021 and 2020, respectively. The total unrecognized compensation expense related to unvested stock option grants as of June 30, 2021 was $39.9 million, with a weighted average remaining vesting period of 2.8 years. Total unrecognized compensation expense related to unvested restricted stock unit (“RSU”) grants as of June 30, 2021 was $20.2 million, with a weighted average remaining vesting period of 3.7 years. A summary of stock option activity under the 2019 Plan for the six months ended June 30, 2021 is as follows: Options Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 18,762,920 $ 4.97 $ — Options Granted 2,187,485 10.45 Options Cancelled (798,272 ) 5.63 Options Exercised (536,119 ) 3.91 Outstanding at June 30, 2021 19,616,014 $ 5.58 $ 84,623 The estimated fair value of each stock option grant was determined on the grant date using the Black-Scholes valuation model with the following weighted-average assumptions: Six Months Ended June 30, 2021 2020 Weighted-average grant date fair value $ 8.57 $ 3.69 Dividend yield — % — % Volatility 111 % 103 % Risk-free interest rate 1.00 % 0.46 % Expected life of options (years) 5.6 5.7 A summary of RSU activity under the 2019 Plan for the six months ended June 30, 2021 is as follows: Number of Shares Weighted- Average Grant Date Fair Value Per Share Outstanding at December 31, 2020 — $ — RSUs Granted 2,375,892 10.25 RSUs Released (132,540 ) 13.96 RSUs Cancelled (82,362 ) 10.12 Outstanding at June 30, 2021 2,160,990 $ 10.02 Scilex Holding Company Under the Scilex Holding Company 2019 Stock Option Plan, total stock-based compensation expense was $1.0 million and $1.3 million for the three months ended June 30, 2021 and 2020, respectively, and $2.9 million for the six months ended June 30, 2021 and 2020, respectively. The total unrecognized compensation expense related to unvested stock option grants as of June 30, 2021 was $18.1 million, with a weighted average vesting period of 2.7 years. Employee Stock Purchase Plan Total stock-based compensation recorded as operating expense for the Company’s 2020 Employee Stock Purchase Plan was $0.3 million and $0.6 million for the three and six months ended June 30, 2021, respectively. CEO Performance Award Total stock-based compensation recorded as operating expense for the 10-year CEO performance award that was granted to the Company’s chief executive officer in 2020 and tied solely to the Company achieving market capitalization milestones (the “CEO Performance Award”) was $ million and $25.8 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2021, the Company had approximately $ million of total unrecognized stock-based compensation expense remaining under the CEO Performance Award |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Litigation In the normal course of business, the Company may be named as a defendant in one or more lawsuits. Other than as set forth below, the Company is not a party to any outstanding material litigation and management is currently not aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations. On April 3, 2019, the Company filed two legal actions against, among others, Patrick Soon-Shiong and entities controlled by him, asserting claims for, among other things, fraud and breach of contract, arising out of Dr. Soon-Shiong’s purchase of the drug Cynviloq™ from the Company in May 2015. The actions allege that Dr. Soon-Shiong and the other defendants, among other things, acquired the drug Cynviloq™ for the purpose of halting its progression to the market. Specifically, the Company has filed: • An arbitration demand with the American Arbitration Association in Los Angeles, California against NantPharma, LLC (“NantPharma”) and Chief Executive Officer Patrick Soon-Shiong, related to alleged fraud and breaches of the Stock Sale and Purchase Agreement, dated May 14, 2015, entered into between NantPharma and the Company, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2015. On May 24, 2019, NantCell, Inc., Dr. Soon-Shiong and Immunotherapy NANTibody LLC (“NANTibody”) General Counsel Charles Kim filed a motion in the Los Angeles Superior Court to stay or dismiss the Company’s arbitration demand. On October 9, 2019, the Los Angeles Superior Court denied the motion to stay or dismiss the arbitration demand, and the arbitration is ongoing against NantPharma. On March 5, 2020, the Company filed a legal action against Dr. Soon-Shiong in Los Angeles Superior Court, asserting claims for fraudulent inducement and common law fraud, arising out of Dr. Soon-Shiong’s purchase of the drug Cynviloq™ from the Company in May 2015. The action alleges that, among other things, Dr. Soon-Shiong acquired the drug Cynviloq™ for the purpose of halting its progression to the market. In connection with filing this civil action in the Los Angeles Superior Court, where the Company will have the right to a jury trial against Dr. Soon-Shiong • An action in the Los Angeles Superior Court derivatively on behalf of NANTibody against NantCell, Inc., NANTibody Board Member and NantCell, Inc. Chief Executive Officer Patrick Soon-Shiong, and NANTibody officer Charles Kim, related to several breaches of the June 11, 2015 Limited Liability Company Agreement for NANTibody entered into between the Company and NantCell, Inc. The suit also alleges breaches of fiduciary duties and seeks, inter alia, a declaration that the Assignment Agreement entered into on July 2, 2017, between NantPharma and NANTibody is void and an equitable unwinding of the Assignment Agreement. The suit calls for the restoration of $90.05 million to the NANTibody capital account, thereby restoring the Company’s equity method investment in NANTibody to its invested amount as of June 30, 2017 of $40.0 million. On May 24, 2019, NantCell, Inc. and Dr. Soon-Shiong filed a cross-complaint against the Company and Dr. Henry Ji, seeking unspecified damages, as well as additional punitive damages and specific performance, related to alleged fraud, alleged breaches of the Exclusive License Agreement for certain antibodies (dated June 11, 2015 and entered into between NANTibody, LLC and the Company), and alleged tortious interference with contract. On May 24, 2019, NANTibody and NantPharma filed a new complaint in the action against the Company and Dr. Henry Ji, seeking unspecified damages, as well as additional punitive damages and specific performance, related to alleged fraud, alleged breaches of the Stock Sale and Purchase Agreement, alleged breaches of the Exclusive License Agreement for certain antibodies (dated April 21, 2015 and entered into between NantCell, Inc. and the Company), and alleged tortious interference with contract. On July 8, 2019, the Company and Dr. Henry Ji filed motions to compel the cross-complaint and new action to arbitration. On October 9, 2019, the Los Angeles Superior Court granted the motions to compel to arbitration all of the claims brought by NANTibody, NantCell, Inc. and NantPharma, and denied the motions to compel as to the claims brought by Dr. Soon-Shiong. Subsequently, NANTibody, NantCell, Inc., and NantPharma have re-filed their claims in arbitration with the American Arbitration Association. On May 4, 2020, the Company filed counterclaims against NANTibody and NantPharma related to breaches of the April 21, 2015 and June 11, 2015 Exclusive License Agreements. With the counterclaims, the Company is seeking money damages in an amount yet to be determined. The claims against Dr. Soon-Shiong have been stayed pending resolution of the claims filed in arbitration. The original derivative action is no longer stayed, and the parties are currently engaged in discovery in the suit. On May 26, 2020, Wasa Medical Holdings filed a putative federal securities class action in the U.S. District Court for the Southern District of California, Case No. 3:20-cv-00966-AJB-DEB, against the Company, its President, Chief Executive Officer and Chairman of the Board of Directors, Henry Ji, Ph.D., and its SVP of Regulatory Affairs, Mark R. Brunswick, Ph.D. The action alleges that the Company, Dr. Ji and Dr. Brunswick made materially false and/or misleading statements to the investing public by publicly issuing false and/or misleading statements regarding STI-1499 and its ability to inhibit the SARS-CoV-2 virus infection and that such statements violated Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The suit seeks to recover damages caused by the alleged violations of federal securities laws, along with the plaintiffs’ reasonable costs and expenses incurred in the lawsuit, including counsel fees and expert fees. On June 11, 2020, Jeannette Calvo filed a second putative federal securities class action in the U.S. District Court for the Southern District of California, Case No. 3:20-cv-01066-JAH-WVG, against the same defendants alleging the same claims and seeking the same relief. On February 12, 2021, the U.S. District Court for the Southern District of California issued an order consolidating the cases and appointing a lead plaintiff, Andrew Zenoff (“Plaintiff”), and lead counsel. On April 5, 2021, Plaintiff filed a consolidated amended complaint in accordance with the U.S. District Court for the Southern District of California’s scheduling order. Pursuant to that scheduling order, the defendants filed their motion to dismiss on May 20, 2021 and Plaintiff filed its opposition to the motion on July 2, 2021. The defendants’ reply was filed on August 4, 2021. A hearing date for the motion has been set for September 2, 2021. The Company is defending these matters vigorously. Operating Leases As of June 30, 2021, the Company’s leases have remaining lease terms of approximately 0.2 to 8.4 years, some of which include options to extend the lease terms for up to five years, and some of which allow for early termination. Short-term operating lease costs were immaterial. Supplemental quantitative information related to leases includes the following (in thousands, except for years and percentages): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating cash flows used for operating leases $ 2,567 $ 2,487 $ 5,054 $ 4,896 ROU assets obtained in exchange for new and amended operating lease liabilities $ 173 $ — $ 173 $ 795 Operating lease expense $ 2,508 $ 2,533 $ 5,015 $ 5,072 Weighted average remaining lease term in years 7.9 8.9 7.9 8.9 Weighted average discount rate 12.2 % 12.2 % 12.2 % 12.2 % Maturities of lease liabilities were as follows (in thousands): Years ending December 31, Operating leases 2021 (Remaining six months) $ 5,072 2022 10,054 2023 10,285 2024 10,418 2025 9,757 Thereafter 37,586 Total lease payments 83,172 Less imputed interest (30,849 ) Total lease liabilities as of June 30, 2021 $ 52,323 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets include net operating loss carryforwards, research credits and temporary differences. In assessing the Company’s ability to realize deferred tax assets, management considers, on a periodic basis, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As such, management has determined that it is appropriate to maintain a valuation allowance against the Company’s U.S. federal and state deferred tax assets, with the exception of an amount equal to schedulable deferred tax liabilities. The Company’s income tax benefit of $0.8 The difference between the expected statutory federal tax rate of 21% and the 0.5% effective tax rate for the six months ended June 30, 2021 was primarily attributable to the valuation allowance against most of the Company’s deferred tax assets. For the six months ended June 30, 2021, when compared to the same period in 2020, the increase in the tax benefit and change in effective income tax rate was primarily attributable to the impact of the Company’s valuation allowance against current net loss. The Company is subject to taxation in the U.S. and various state and foreign jurisdictions. The Company’s tax years for 2007 and later are subject to examination by the U.S. and state tax authorities due to the existence of the net operating loss and research credit carryforwards. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 12. Loss Per Share For the three and six months ended June 30, 2021 and 2020, basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The following table sets forth the reconciliation of basic and diluted loss per share for the three and six months ended June 30, 2021 and 2020 (in thousands except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator Net loss attributable to the Company $ (166,615 ) $ (77,740 ) $ (164,105 ) $ (142,935 ) Net loss used for diluted earnings per share $ (166,615 ) $ (77,740 ) $ (164,105 ) $ (142,935 ) Denominator for Basic Loss Per Share 290,003 216,956 285,330 199,782 Denominator for Diluted Loss Per Share 290,003 216,956 285,330 199,782 Basic Loss Per Share $ (0.57 ) $ (0.36 ) $ (0.58 ) $ (0.72 ) Diluted Loss Per Share $ (0.57 ) $ (0.36 ) $ (0.58 ) $ (0.72 ) The potentially dilutive stock options that were excluded because the effect would have been anti-dilutive for the six months ended June 30, 2021 and 2020 were 2.7 million and 11.5 million, respectively. The potentially dilutive warrants that were excluded because the effect would have been anti-dilutive for the six months ended June 30, 2021 and 2020 were 16.0 million and 41.1 million, respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information The Company operates in two operating and reportable segments, Sorrento Therapeutics and Scilex. With the exception of unrestricted cash balances, the Company’s Chief Operating Decision Maker does not regularly review asset information by reportable segment and, therefore, it does not report asset information by reportable segment. The majority of long-lived assets for both segments are located in the United States. The following table presents information about the Company’s reportable segments for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 2020 (in thousands) Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total External revenues $ 5,709 $ 7,802 $ 13,511 $ 3,258 $ 5,749 $ 9,007 Operating expenses 98,553 15,508 114,061 41,443 15,292 56,735 Operating loss (92,844 ) (7,706 ) (100,550 ) (38,185 ) (9,543 ) (47,728 ) Unrestricted cash 72,252 5,039 77,291 17,251 7,137 24,388 Six Months Ended June 30, 2021 2020 (in thousands) Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total External revenues $ 12,978 $ 14,788 $ 27,766 $ 5,767 $ 10,961 $ 16,728 Operating expenses 180,430 32,791 213,221 74,691 32,928 $ 107,619 Operating loss (167,452 ) (18,003 ) (185,455 ) (68,924 ) (21,967 ) (90,891 ) Unrestricted cash 72,252 5,039 77,291 17,251 7,137 24,388 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events Marketable investment On July 16, 2021, Celularity Inc. (“Pre-Merger Celularity”), a company of which the Company held an equity interest, completed its previously announced merger with GX Acquisition Corp. (the “Celularity Merger”). Following the completion of the Celularity Merger, the combined, publicly traded company formerly known as GX Acquisition Corp. was named Celularity Inc. (“Celularity”) and its Class A common stock commenced trading on the Nasdaq Capital Market on July 19, 2021 under the ticker “CELU”. In connection with the Celularity Merger, all outstanding shares of Series A Preferred Stock of Pre-Merger Celularity were converted into shares of Pre-Merger Celularity common stock and then each share of Pre-Merger Celularity common stock was converted into the right to receive shares of Class A common stock of the post-merger company. The Company received 19,922,124 shares of Class A common stock of the post-merger company in the Celularity Merger. The Company also purchased an aggregate of 500,000 shares of Class A common stock of Celularity for an aggregate purchase price of $5,000,000 in a private placement transaction that closed on July 16, 2021 concurrently with the closing of the Celularity Merger. The Company’s investment in Celularity has historically been accounted for as an equity security without a readily determinable fair value. As of the trading commencement date, the Company accounts for its investment in Celularity as an equity security with a readily determinable fair value. As of July 30, 2021, the Company owned 20,422,124 shares of Class A common stock of Celularity. 19,922,124 shares of the Class A Common Stock of Celularity held by the Company are subject to transfer restrictions until the earliest to occur of (i) 365 days after ; (ii) the first day after the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after ; or (iii) the date on which Celularity completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Celularity’s public shareholders having the right to exchange their Class A Common Stock for cash, securities or other property, subject to certain exceptions. New lease On July 1, 2021, the Company entered into a binding term sheet (the “Term Sheet”) with HCP Life Science REIT, Inc., setting forth the terms and conditions by which the Company will lease premises located at 4930 Directors Place, San Diego, California. The lease (the “Lease”) will have an initial 188-month term and include approximately 163,205 rentable square feet. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Sorrento Therapeutics, Inc. (the “Company”) is a clinical stage and commercial, antibody-centric, biopharmaceutical company developing new therapies to treat cancers and COVID-19. The Company’s multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as clinical stage fully human antibodies (“G-MAB™ library”), clinical stage immuno-cellular therapies (“CAR-T”, “DAR-T™”), clinical stage antibody-drug conjugates (“ADCs”) and clinical stage oncolytic virus (Seprehvir™). The Company is also developing potential antiviral therapies and vaccines against coronaviruses, including COVIGUARD™, COVI-AMG™, COVISHIELD™, Gene-MAb™, COVI-MSC™ and COVIDROPS™; and diagnostic test solutions, including COVITRACK™, COVISTIX™ and COVITRACE™. The Company’s commitment to life-enhancing therapies for patients is also demonstrated by its effort to advance a first-in-class (TRPV1 agonist) non-opioid pain management small molecule, resiniferatoxin (“RTX”), and SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (SEMDEXA™), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, and through the commercialization of ZTlido ® |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Operating results for interim periods are not expected to be indicative of operating results for the Company’s 2021 fiscal year, or any subsequent period. The unaudited interim financial statements included herein reflect all normal and recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. |
Use of Estimates | Use of Estimates To prepare consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“U.S. GAAP”), management must make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Significant Accounting Policies | Significant Accounting Policies During the six months ended June 30, 2021, there have been no changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 outside of new accounting pronouncements as described below. |
Revenue Recognition | Revenue Recognition The following table shows revenue disaggregated by product and service type for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Scilex Pharmaceuticals Inc. product sales $ 7,802 $ 5,757 $ 14,788 $ 10,969 Other product revenue 52 37 89 73 Net product revenue $ 7,854 $ 5,794 $ 14,877 $ 11,042 Concortis Biosystems Corporation $ 3,468 $ 1,507 $ 8,930 $ 2,829 Bioserv Corporation 1,382 1,586 2,581 2,617 Other service revenue 807 120 1,378 240 Service revenue $ 5,657 $ 3,213 $ 12,889 $ 5,686 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update No. 2019-12, Income Taxes Topic 740): Simplifying the Accounting for Income Taxes. |
Liquidity and Going Concern | Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has recurring losses from operations, recurring negative cash flows from operations and substantial cumulative net losses to date and anticipates that it will continue to do so for the foreseeable future as it continues to identify and invest in advancing product candidates, as well as expanding corporate infrastructure. The Company has plans in place to obtain sufficient additional fundraising to fulfill its operating, debt servicing and capital requirements for the next 12 months. The Company’s plans include continuing to fund its operating losses and capital funding needs through public or private equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or other arrangements. Although management believes such plans, if executed, should provide the Company sufficient financing to meet its needs, successful completion of such plans is dependent on factors outside of the Company’s control. As such, management cannot conclude that such plans will be effectively implemented within one year after the date that the financial statements are issued. As a result, management has concluded that the aforementioned conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable, the Company may have to significantly delay, scale back or discontinue the development or commercialization of one or more of its product candidates. The Company may also seek collaborators for one or more of its current or future product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available. Furthermore, the spread of COVID-19, which has caused a broad impact globally, may materially affect the Company economically. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could, in the future, negatively affect its liquidity. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. |
Description of Business and B_3
Description of Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Disaggregated by Product and Service Type | The following table shows revenue disaggregated by product and service type for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Scilex Pharmaceuticals Inc. product sales $ 7,802 $ 5,757 $ 14,788 $ 10,969 Other product revenue 52 37 89 73 Net product revenue $ 7,854 $ 5,794 $ 14,877 $ 11,042 Concortis Biosystems Corporation $ 3,468 $ 1,507 $ 8,930 $ 2,829 Bioserv Corporation 1,382 1,586 2,581 2,617 Other service revenue 807 120 1,378 240 Service revenue $ 5,657 $ 3,213 $ 12,889 $ 5,686 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 77,291 $ 77,291 $ — $ — Marketable investment 34,410 34,410 — — Total assets $ 111,701 $ 111,701 $ — $ — Liabilities: Derivative liabilities - non-current $ 33,500 $ — $ — $ 33,500 Contingent consideration and acquisition consideration payable 65,682 — — 65,682 Contingent consideration and acquisition consideration payable - non-current 121,504 — — 121,504 Total liabilities $ 220,686 $ — $ — $ 220,686 Fair Value Measurements at December 31, 2020 Balance Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents $ 56,464 $ 56,464 $ — $ — Total assets $ 56,464 $ 56,464 $ — $ — Liabilities: Derivative liabilities - non-current $ 35,400 $ — $ — $ 35,400 Contingent consideration and acquisition consideration payable 398 — — 398 Contingent consideration and acquisition consideration payable - non-current 549 — — 549 Total liabilities $ 36,347 $ — $ — $ 36,347 |
Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | Changes in estimated fair value of acquisition consideration payable, including contingent consideration liabilities, since December 31, 2020 are as follows: (in thousands) Fair Value Beginning Balance at December 31, 2020 $ 947 Contingent consideration related to the acquisition of ACEA Therapeutics, Inc. 186,139 Change in fair value measurement 100 Ending Balance at June 30, 2021 $ 187,186 The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the six months ended June 30, 2021: (in thousands) Fair Value Beginning Balance at December 31, 2020 $ 35,400 Re-measurement of Fair Value (1,900 ) Ending Balance at June 30, 2021 $ 33,500 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Company's Identifiable Intangible Assets | A summary of the Company’s identifiable intangible assets as of June 30, 2021 and December 31, 2020 is as follows (in thousands, except for years): June 30, 2021 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Intangibles, Net Customer relationships 2 $ 1,585 $ 1,439 $ 146 Acquired technology 19 3,410 1,324 2,086 Acquired in-process research and development — 278,660 — 278,660 Technology placed in service 15 21,940 4,022 17,918 Patent rights 15 32,720 10,193 22,527 Assembled workforce 5 605 284 321 Internally developed software 2 520 173 347 Total intangible assets $ 339,440 $ 17,435 $ 322,005 December 31, 2020 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Intangibles, Net Customer relationships 6 $ 1,585 $ 1,426 $ 159 Acquired technology 19 3,410 1,236 2,174 Acquired in-process research and development — 28,260 — 28,260 Technology placed in service 15 21,940 3,291 18,649 Patent rights 15 32,720 9,103 23,617 Assembled workforce 5 605 222 383 Internally developed software 1 520 87 433 Total intangible assets $ 89,040 $ 15,365 $ 73,675 |
Schedule of Estimated Future Amortization Expense Related to Intangible Assets | Aggregate amortization expense was $1.1 million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively. Aggregate amortization expense was $2.1 million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively. Estimated future amortization expense related to intangible assets, excluding indefinite-lived intangible assets, at June 30, 2021 is as follows (in thousands): Years Ending December 31, Amount 2021 (Remaining six months) $ 2,070 2022 4,140 2023 4,048 2024 3,870 2025 3,845 Thereafter 25,372 Total expected future amortization $ 43,345 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Unamortized Discount Balances | Borrowings of the Scilex Notes consisted of the following (in thousands): June 30, 2021 December 31, 2020 Principal $ 109,431 $ 151,872 Unamortized debt discount (34,232 ) (51,022 ) Unamortized debt issuance costs (2,498 ) (3,698 ) Carrying value $ 72,701 $ 97,152 Estimated fair value $ 115,600 $ 122,300 |
Future Minimum Payments under Amended and Restated Loan and Security Agreement | Future minimum payments under the Scilex Notes, based on a percentage of projected net sales of ZTlido, Year Ending December 31, 2021 (Remaining six months) 3,410 2022 7,340 2023 9,543 2024 11,677 2025 13,436 Thereafter 64,025 Total future minimum payments 109,431 Unamortized debt discount (34,232 ) Unamortized capitalized debt issuance costs (2,498 ) Total Scilex Notes 72,701 Current portion (6,846 ) Long-term portion of Scilex Notes $ 65,855 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under the 2019 Plan for the six months ended June 30, 2021 is as follows: Options Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2020 18,762,920 $ 4.97 $ — Options Granted 2,187,485 10.45 Options Cancelled (798,272 ) 5.63 Options Exercised (536,119 ) 3.91 Outstanding at June 30, 2021 19,616,014 $ 5.58 $ 84,623 |
Summary of Estimated Fair Value of Stock Option Grant Determined on Grant Date Using black-Scholes Valuation Model | The estimated fair value of each stock option grant was determined on the grant date using the Black-Scholes valuation model with the following weighted-average assumptions: Six Months Ended June 30, 2021 2020 Weighted-average grant date fair value $ 8.57 $ 3.69 Dividend yield — % — % Volatility 111 % 103 % Risk-free interest rate 1.00 % 0.46 % Expected life of options (years) 5.6 5.7 |
Summary of RSU Activity | A summary of RSU activity under the 2019 Plan for the six months ended June 30, 2021 is as follows: Number of Shares Weighted- Average Grant Date Fair Value Per Share Outstanding at December 31, 2020 — $ — RSUs Granted 2,375,892 10.25 RSUs Released (132,540 ) 13.96 RSUs Cancelled (82,362 ) 10.12 Outstanding at June 30, 2021 2,160,990 $ 10.02 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Supplemental Quantitative Information Related to Leases | Supplemental quantitative information related to leases includes the following (in thousands, except for years and percentages): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating cash flows used for operating leases $ 2,567 $ 2,487 $ 5,054 $ 4,896 ROU assets obtained in exchange for new and amended operating lease liabilities $ 173 $ — $ 173 $ 795 Operating lease expense $ 2,508 $ 2,533 $ 5,015 $ 5,072 Weighted average remaining lease term in years 7.9 8.9 7.9 8.9 Weighted average discount rate 12.2 % 12.2 % 12.2 % 12.2 % |
Schedule of Operating Lease Liability Maturities | Maturities of lease liabilities were as follows (in thousands): Years ending December 31, Operating leases 2021 (Remaining six months) $ 5,072 2022 10,054 2023 10,285 2024 10,418 2025 9,757 Thereafter 37,586 Total lease payments 83,172 Less imputed interest (30,849 ) Total lease liabilities as of June 30, 2021 $ 52,323 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic and Diluted Loss Per Share | The following table sets forth the reconciliation of basic and diluted loss per share for the three and six months ended June 30, 2021 and 2020 (in thousands except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator Net loss attributable to the Company $ (166,615 ) $ (77,740 ) $ (164,105 ) $ (142,935 ) Net loss used for diluted earnings per share $ (166,615 ) $ (77,740 ) $ (164,105 ) $ (142,935 ) Denominator for Basic Loss Per Share 290,003 216,956 285,330 199,782 Denominator for Diluted Loss Per Share 290,003 216,956 285,330 199,782 Basic Loss Per Share $ (0.57 ) $ (0.36 ) $ (0.58 ) $ (0.72 ) Diluted Loss Per Share $ (0.57 ) $ (0.36 ) $ (0.58 ) $ (0.72 ) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Information by Reportable Segments | The following table presents information about the Company’s reportable segments for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, 2021 2020 (in thousands) Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total External revenues $ 5,709 $ 7,802 $ 13,511 $ 3,258 $ 5,749 $ 9,007 Operating expenses 98,553 15,508 114,061 41,443 15,292 56,735 Operating loss (92,844 ) (7,706 ) (100,550 ) (38,185 ) (9,543 ) (47,728 ) Unrestricted cash 72,252 5,039 77,291 17,251 7,137 24,388 Six Months Ended June 30, 2021 2020 (in thousands) Sorrento Therapeutics Scilex Total Sorrento Therapeutics Scilex Total External revenues $ 12,978 $ 14,788 $ 27,766 $ 5,767 $ 10,961 $ 16,728 Operating expenses 180,430 32,791 213,221 74,691 32,928 $ 107,619 Operating loss (167,452 ) (18,003 ) (185,455 ) (68,924 ) (21,967 ) (90,891 ) Unrestricted cash 72,252 5,039 77,291 17,251 7,137 24,388 |
Description of Business and B_4
Description of Business and Basis of Presentation - Schedule of Revenue Disaggregated by Product and Service Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 13,511 | $ 9,007 | $ 27,766 | $ 16,728 |
Scilex Pharmaceuticals Inc. product sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 7,802 | 5,757 | 14,788 | 10,969 |
Other Product Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 52 | 37 | 89 | 73 |
Product | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 7,854 | 5,794 | 14,877 | 11,042 |
Concortis Biosystems Corporation | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 3,468 | 1,507 | 8,930 | 2,829 |
Bioserv Corporation | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1,382 | 1,586 | 2,581 | 2,617 |
Other Service Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 807 | 120 | 1,378 | 240 |
Service revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 5,657 | $ 3,213 | $ 12,889 | $ 5,686 |
Description of Business and B_5
Description of Business and Basis of Presentation - Additional Information (Details) - ASU 2019-12 | Jun. 30, 2021 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change In Accounting Principle Accounting Standards Update Adoption Date | Jan. 1, 2021 |
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets | $ 111,701 | $ 56,464 |
Liabilities: | ||
Total liabilities | 220,686 | 36,347 |
Contingent Consideration Current | ||
Liabilities: | ||
Total liabilities | 65,682 | 398 |
Derivative liabilities - non-current | ||
Liabilities: | ||
Total liabilities | 33,500 | 35,400 |
Contingent Consideration Noncurrent | ||
Liabilities: | ||
Total liabilities | 121,504 | 549 |
Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Total assets | 111,701 | 56,464 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Contingent Consideration Current | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Derivative liabilities - non-current | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Contingent Consideration Noncurrent | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Contingent Consideration Current | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Derivative liabilities - non-current | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Contingent Consideration Noncurrent | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 220,686 | 36,347 |
Significant Unobservable Inputs (Level 3) | Contingent Consideration Current | ||
Liabilities: | ||
Total liabilities | 65,682 | 398 |
Significant Unobservable Inputs (Level 3) | Derivative liabilities - non-current | ||
Liabilities: | ||
Total liabilities | 33,500 | 35,400 |
Significant Unobservable Inputs (Level 3) | Contingent Consideration Noncurrent | ||
Liabilities: | ||
Total liabilities | 121,504 | 549 |
Cash and cash equivalents | ||
Assets: | ||
Total assets | 77,291 | 56,464 |
Cash and cash equivalents | Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Total assets | 77,291 | 56,464 |
Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets | 0 | 0 |
Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total assets | 0 | $ 0 |
Marketable investment | ||
Assets: | ||
Total assets | 34,410 | |
Marketable investment | Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Total assets | 34,410 | |
Marketable investment | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets | 0 | |
Marketable investment | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total assets | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 01, 2021USD ($) | Dec. 31, 2020USD ($) | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Current portion of contingent consideration and acquisition consideration payable | $ 65,682 | $ 65,682 | $ 398 | |||
Gain (loss) on derivative liabilities | $ (300) | $ 1,980 | $ 1,900 | $ 6,900 | ||
Effective Debt Yield | ||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Derivative liability, measurement input | 0.140 | 0.140 | ||||
Risk Adjusted Net Sales Forecast | ||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Derivative liability, measurement input | 0.066 | 0.066 | ||||
ACEA Therapeutics, Inc | ||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Contingent consideration | $ 186,100 | |||||
Loss related to change in fair value of contingent consideration | $ 100 | |||||
ACEA Therapeutics, Inc | Effective Debt Yield | ||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Derivative liability, measurement input | 14.4 | |||||
ACEA Therapeutics, Inc | Put Option | ||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||||
Current portion of contingent consideration and acquisition consideration payable | $ 8,100 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Derivative Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Derivative Liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 35,400 |
Re-measurement of Fair Value | (1,900) |
Ending balance | 33,500 |
ACEA Therapeutics, Inc | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 947 |
Contingent consideration related to the acquisition of ACEA Therapeutics, Inc. | 186,139 |
Change in fair value measurement | 100 |
Ending balance | $ 187,186 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 09, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule Of Equity Method Investments [Line Items] | |||||
Common stock, shares outstanding (in shares) | 297,974,503 | 297,974,503 | 275,285,582 | ||
(Loss) gain on marketable investment | $ (63,901) | $ 30,530 | |||
Proceeds from sale of marketable investment | $ 95,171 | ||||
Subsequent Event | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Equity investment ownership percentage | 8.00% | ||||
Series B Preferred Stock | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Payments to acquire equity investment | $ 5,000 | ||||
Shares purchased under equity investment | 3,888,932 | ||||
Series B Preferred Stock | Subsequent Event | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Payments to acquire equity investment | $ 5,000 | ||||
Shares purchased under equity investment | 3,888,932 | ||||
NantKwest, Inc. and ImmunityBio | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Percentage of business acquisition | 100.00% | ||||
Receive shares of common stock for each outstanding share | $ 0.8190 | ||||
ImmunityBio | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Common stock, shares outstanding (in shares) | 10,000,000 | ||||
Marketable investments shares sold | 5,889,334 | 5,889,334 | |||
Proceeds from sale of marketable investment | $ 95,200 | ||||
ImmunityBio | Maximum | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Common stock received | 8,190,000 |
Investments - NANTibody - Addit
Investments - NANTibody - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Apr. 30, 2015 | |
Schedule Of Equity Method Investments [Line Items] | ||||||||
Equity investments | $ 162,956,000 | $ 162,956,000 | $ 256,397,000 | |||||
Net Income (loss) | (166,699,000) | $ 2,418,000 | $ (84,993,000) | $ (69,180,000) | (164,281,000) | $ (154,173,000) | ||
Current assets of equity method investment | 155,262,000 | 155,262,000 | 86,234,000 | |||||
Current liabilities of equity method investment | 180,452,000 | 180,452,000 | 96,480,000 | |||||
NANTibody | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Equity method investment ownership percentage | 40.00% | |||||||
Equity investments | $ 0 | $ 0 | $ 500,000 | |||||
Net Income (loss) | (800,000) | $ (1,700,000) | ||||||
Current assets of equity method investment | 3,400,000 | |||||||
Current liabilities of equity method investment | 6,000,000 | |||||||
Noncurrent assets of equity method investment | 100,000 | |||||||
Noncurrent liabilities of equity method investment | $ 0 | |||||||
NANTibody | Nant Cell Inc | ||||||||
Schedule Of Equity Method Investments [Line Items] | ||||||||
Equity method investment ownership percentage | 60.00% |
Investments - NantStem - Additi
Investments - NantStem - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity method investments | $ 162,956,000 | $ 162,956,000 | $ 256,397,000 | ||||
Net Income (loss) | (166,699,000) | $ 2,418,000 | $ (84,993,000) | $ (69,180,000) | (164,281,000) | $ (154,173,000) | |
Current assets of equity method investment | 155,262,000 | 155,262,000 | 86,234,000 | ||||
Current liabilities of equity method investment | $ 180,452,000 | $ 180,452,000 | 96,480,000 | ||||
Nant Cancer Stem LLC | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity method investment ownership percentage | 20.00% | 20.00% | |||||
Equity method investments | $ 18,200,000 | $ 18,200,000 | $ 18,100,000 | ||||
Net Income (loss) | 0 | $ (400,000) | |||||
Current assets of equity method investment | 81,500,000 | ||||||
Current liabilities of equity method investment | 0 | ||||||
Noncurrent assets of equity method investment | 600,000 | ||||||
Noncurrent liabilities of equity method investment | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Goodwill And Intangible Assets [Line Items] | |||||
Goodwill | $ 52,892 | $ 52,892 | $ 43,554 | ||
Goodwill, period increase (decrease) | 9,300 | ||||
Indefinite-lived intangible assets | 278,700 | 278,700 | |||
Intangible amortization | 1,070 | $ 992 | 2,105 | $ 1,984 | |
Sorrento Therapeutics | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Goodwill | 46,200 | 46,200 | |||
Scilex Pharmaceuticals, Inc | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Goodwill | $ 6,700 | $ 6,700 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Company's Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 339,440 | $ 89,040 |
Accumulated Amortization | 17,435 | 15,365 |
Intangibles, Net | $ 322,005 | $ 73,675 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 2 years | 6 years |
Gross Carrying Amount | $ 1,585 | $ 1,585 |
Accumulated Amortization | 1,439 | 1,426 |
Intangibles, Net | $ 146 | $ 159 |
Acquired technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 19 years | 19 years |
Gross Carrying Amount | $ 3,410 | $ 3,410 |
Accumulated Amortization | 1,324 | 1,236 |
Intangibles, Net | $ 2,086 | $ 2,174 |
Acquired in-process research and development | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Gross Carrying Amount | $ 278,660 | $ 28,260 |
Intangibles, Net | $ 278,660 | $ 28,260 |
Technology placed in service | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 21,940 | $ 21,940 |
Accumulated Amortization | 4,022 | 3,291 |
Intangibles, Net | $ 17,918 | $ 18,649 |
Patent rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 32,720 | $ 32,720 |
Accumulated Amortization | 10,193 | 9,103 |
Intangibles, Net | $ 22,527 | $ 23,617 |
Assembled workforce | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 605 | $ 605 |
Accumulated Amortization | 284 | 222 |
Intangibles, Net | $ 321 | $ 383 |
Internally developed software | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 2 years | 1 year |
Gross Carrying Amount | $ 520 | $ 520 |
Accumulated Amortization | 173 | 87 |
Intangibles, Net | $ 347 | $ 433 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense Related to Intangible Assets (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2021 (Remaining six months) | $ 2,070 |
2022 | 4,140 |
2023 | 4,048 |
2024 | 3,870 |
2025 | 3,845 |
Thereafter | 25,372 |
Total expected future amortization | $ 43,345 |
Significant Agreements and Co_2
Significant Agreements and Contracts - Acquisition of ACEA Therapeutics, Inc. - Additional Information (Details) - USD ($) | Jun. 01, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Business acquisition, effective date of acquisition | Jun. 1, 2021 | ||
Business acquisition, date of acquisition agreement | Apr. 2, 2021 | ||
Business acquisition, name of acquired entity | ACEA Therapeutics, Inc | ||
Goodwill | $ 52,892,000 | $ 43,554,000 | |
ACEA Therapeutics, Inc | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Total purchase consideration | $ 39,900,000 | ||
Stock consideration | 38,000,000 | ||
Cash consideration | 1,900,000 | ||
Stock consideration shares value | $ 38,059,326 | ||
Stock consideration value | 5,519,469 | ||
Stock consideration value per share (usd per share) | $ 6.8955 | ||
Asset acquisition, transaction costs | $ 100,000 | ||
Business combination additional payments | 450,000,000 | ||
Fair value of earn out consideration | 186,100,000 | ||
Upfront consideration | 44,100,000 | ||
Purchase price allocation resulted in net identifiable assets | 230,200,000 | ||
Goodwill | 9,300,000 | ||
Fair value of debt assumed liability | 32,100,000 | ||
Purchase price allocation resulted in net identifiable assets, other net assets | 2,600,000 | ||
ACEA Therapeutics, Inc | Acquired in-process research and development | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Purchase price allocation resulted in net identifiable assets, intangible assets | $ 250,400,000 | ||
ACEA Therapeutics, Inc | Minimum | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Percentage of annual net sales on royalty bearing products | 5.00% | ||
ACEA Therapeutics, Inc | Maximum | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Percentage of annual net sales on royalty bearing products | 10.00% |
Significant Agreements and Co_3
Significant Agreements and Contracts - Asset Purchase Agreement with Aardvark Therapeutics, Inc. - Additional Information (Details) - Asset Purchase Agreement with Aadvark Therapeutics, Inc. $ in Millions | 1 Months Ended |
Apr. 30, 2021USD ($)shares | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Up-front license fee | $ | $ 5 |
Stock consideration value | shares | 616,655 |
Significant Agreements and Co_4
Significant Agreements and Contracts - License Agreement with Icahn School of Medicine at Mount Sinai - Additional Information (Details) - Mount Sinai - License Agreement $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Up-front license fee | $ | $ 7.5 |
Stock consideration shares | shares | 851,305 |
Significant Agreements and Co_5
Significant Agreements and Contracts - Acquisition of SmartPharm Therapeutics, Inc. - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | Sep. 01, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Goodwill | $ 52,892 | $ 43,554 | |
SmartPharm | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Consideration transferred | $ 19,500 | ||
Stock consideration value | 1.8 | ||
Purchase price allocation resulted in net identifiable assets | $ 19,500 | ||
Goodwill | 5,300 | ||
Purchase price allocation resulted in net identifiable assets, other net assets | 300 | ||
SmartPharm | Acquired in-process research and development | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Purchase price allocation resulted in net identifiable assets, intangible assets | $ 13,900 |
Significant Agreements and Co_6
Significant Agreements and Contracts - License Agreement with NantCell - Additional Information (Details) - Nant Cell Inc - USD ($) $ in Millions | 1 Months Ended | |
Apr. 30, 2015 | Jun. 30, 2021 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Upfront payment received from customers | $ 10 | |
Common stock received | 10,000,000 | |
Vested equity received | $ 100 | |
Cost-method investments, aggregate carrying amount | $ 100 | |
Maximum | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Royalty rate percent of net sales | (5.00%) |
Debt - 2018 Purchase Agreement
Debt - 2018 Purchase Agreement and Indenture for Scilex - Additional Information (Details) - USD ($) | Sep. 07, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Loss on debt extinguishment, net | $ 584,000 | $ 28,294,000 | $ 6,695,000 | $ 51,939,000 | ||
Senior Notes | Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | $ 224,000,000 | 109,431,000 | 109,431,000 | $ 151,872,000 | ||
Proceeds from issuance of senior long-term debt | $ 140,000,000 | |||||
Aggregate principal amount repurchased | $ 65,000,000 | |||||
Additional principal amount repurchased | 40,000,000 | |||||
Loss on debt extinguishment, net | $ 6,900,000 | 14,000,000 | ||||
Principal payments | $ 42,400,000 | 2,500,000 | ||||
Debt instrument, interest rate, effective percentage | 10.40% | 10.40% | ||||
Amount of debt discount and debt issuance included in interest expense | $ 1,900,000 | $ 2,900,000 | $ 4,000,000 | $ 5,700,000 |
Debt - 2018 Purchase Agreemen_2
Debt - 2018 Purchase Agreement and Indenture for Scilex - Schedule of Long-Term Debt and Unamortized Discount Balances (Details) - Senior Secured Notes, Due 2026 - Scilex Pharmaceuticals, Inc - Senior Notes - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 07, 2018 |
Debt Instrument [Line Items] | |||
Principal | $ 109,431,000 | $ 151,872,000 | $ 224,000,000 |
Unamortized debt discount | (34,232,000) | (51,022,000) | |
Unamortized debt issuance costs | (2,498,000) | (3,698,000) | |
Carrying value | 72,701,000 | 97,152,000 | |
Estimated fair value | $ 115,600,000 | $ 122,300,000 |
Debt - Future Minimum Payments
Debt - Future Minimum Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
2021 (Remaining six months) | $ 3,410 | |
Current portion | (29,845) | $ (23,208) |
Long-term portion of Scilex Notes | 82,574 | 92,258 |
Scilex Pharmaceuticals, Inc | Senior Secured Notes, Due 2026 | Senior Notes | ||
Debt Instrument [Line Items] | ||
2022 | 7,340 | |
2023 | 9,543 | |
2024 | 11,677 | |
2025 | 13,436 | |
Thereafter | 64,025 | |
Total future minimum payments | 109,431 | |
Unamortized debt discount | (34,232) | (51,022) |
Unamortized capitalized debt issuance costs | (2,498) | |
Total Scilex Notes | 72,701 | $ 97,152 |
Current portion | (6,846) | |
Long-term portion of Scilex Notes | $ 65,855 |
Debt - ACEA Significant Debt Ar
Debt - ACEA Significant Debt Arrangements - Additional Information (Details) | Aug. 15, 2018USD ($) | Jan. 06, 2018USD ($) | Jun. 30, 2021USD ($) | Jun. 01, 2021USD ($) | Aug. 15, 2018CNY (¥) | Jan. 06, 2018CNY (¥) |
ACEA Therapeutics, Inc | ||||||
Debt Instrument [Line Items] | ||||||
Fair value of debt assumed liability | $ 32,100,000 | |||||
ACEA Hangzhou | ACEA Bio | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | $ 29,100,000 | ¥ 184,600,000 | ||||
Debt instrument, term | 10 years | |||||
Debt instrument, maturity date range, start | Aug. 15, 2023 | |||||
Debt instrument, maturity date range, end | Aug. 15, 2028 | |||||
Debt instrument, interest free period | 5 years | |||||
Debt instrument, interest rate, stated percentage | 5.39% | 5.39% | ||||
ACEA Zhejiang | ACEA Bio | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | $ 1,300,000 | ¥ 8,000,000 | ||||
Debt instrument, term | 1 year | |||||
Debt instrument, interest rate, stated percentage | 4.786% | 4.786% | ||||
Debt instrument maturity date | Jan. 1, 2022 | |||||
ACEA Hangzhou and ACEA Zhejiang | ACEA Bio | ACEA Therapeutics, Inc | ||||||
Debt Instrument [Line Items] | ||||||
Face value of loan | $ 30,400,000 | |||||
Fair value of debt assumed liability | $ 17,100,000 |
Stockholders' Equity - Amended
Stockholders' Equity - Amended Sales Agreement - Additional Information (Details) - Sales Agreement $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($)shares | |
Class Of Stock [Line Items] | |
Common stock sold in registered direct offering | shares | 9,787,935 |
Sale of stock proceeds, net | $ | $ 93 |
Stock Based Compensation - 2019
Stock Based Compensation - 2019 Stock Incentive Plan - Additional Information (Details) - 2019 Plan - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 6.8 | $ 2.1 | $ 15.4 | $ 4.1 |
Unrecognized compensation expense related to unvested stock option grants | 39.9 | $ 39.9 | ||
Period for recognized compensation cost | 2 years 9 months 18 days | |||
Restricted Stock Unit (RSU) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to unvested restricted stock unit grants | $ 20.2 | $ 20.2 | ||
Period for recognized compensation cost | 3 years 8 months 12 days |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | |
Options Outstanding | |
Options Outstanding beginning balance (in shares) | shares | 18,762,920 |
Options Granted (in shares) | shares | 2,187,485 |
Options Cancelled (in shares) | shares | (798,272) |
Options Exercised (in shares) | shares | (536,119) |
Options Outstanding ending balance (in shares) | shares | 19,616,014 |
Weighted-Average Exercise Price | |
Weighted Average Exercise Price, beginning balance (USD per share) | $ / shares | $ 4.97 |
Weighted Average Exercise Price, Options Granted (USD per share) | $ / shares | 10.45 |
Weighted Average Exercise Price, Options Cancelled (USD per share) | $ / shares | 5.63 |
Weighted Average Exercise Price, Options Exercised (USD per share) | $ / shares | 3.91 |
Weighted Average Exercise Price, ending balance (USD per share) | $ / shares | $ 5.58 |
Aggregate Intrinsic Value | $ | $ 84,623 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Estimated Fair Value of Stock Option Grant Determined on Grant Date Using black-Scholes Valuation Model (Details) - Employee Stock Option - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted-average grant date fair value | $ 8.57 | $ 3.69 |
Dividend yield | 0.00% | 0.00% |
Volatility | 111.00% | 103.00% |
Risk-free interest rate | 1.00% | 0.46% |
Expected life of options (years) | 5 years 7 months 6 days | 5 years 8 months 12 days |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of RSU Activity (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Number of Shares, RSUs Granted | shares | 2,375,892 |
Number of Shares, RSUs Released | shares | (132,540) |
Number of Shares, RSUs Cancelled | shares | (82,362) |
Number of Shares, Outstanding ending balance | shares | 2,160,990 |
Weighted-Average Grant Date Fair Value Per Share, RSUs Granted | $ / shares | $ 10.25 |
Weighted-Average Grant Date Fair Value Per Share, RSUs Released | $ / shares | 13.96 |
Weighted-Average Grant Date Fair Value Per Share, RSUs Cancelled | $ / shares | 10.12 |
Weighted-Average Grant Date Fair Value Per Share, Outstanding ending balance | $ / shares | $ 10.02 |
Stock Based Compensation - Scil
Stock Based Compensation - Scilex Holding Company - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
2019 Stock Option Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to unvested stock option grants | $ 18.1 | $ 18.1 | ||
Period for recognized compensation cost | 2 years 8 months 12 days | |||
Scilex Holding Company | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 1 | $ 1.3 | $ 2.9 | $ 2.9 |
Stock Based Compensation - Empl
Stock Based Compensation - Employee Stock Purchase Plan - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
2020 Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 0.3 | $ 0.6 |
Stock Based Compensation - CEO
Stock Based Compensation - CEO Performance Award - Additional Information (Details) - Chief Executive Officer - C E O Performance Award $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award period | 10 years | |
Stock-based compensation expense | $ 12.9 | $ 25.8 |
Unrecognized compensation expense related to unvested stock option grants | $ 113.8 | $ 113.8 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Apr. 03, 2019USD ($) |
Nant Pharma | |
Other Commitments [Line Items] | |
Damages sought | $ 10,200 |
NANTibody | |
Other Commitments [Line Items] | |
Damages sought | 90,050 |
Damages sought to restore equity method investment | $ 40,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Leases - Additional Information (Details) | Jun. 30, 2021 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease remaining lease terms | 4 months 24 days |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease remaining lease terms | 9 years 4 months 24 days |
Operating lease option to extend, period | 5 years |
Commitments and Contingencies_3
Commitments and Contingencies - Supplemental Quantitative Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | ||||
Operating cash flows used for operating leases | $ 2,567 | $ 2,487 | $ 5,054 | $ 4,896 |
ROU assets obtained in exchange for new and amended operating lease liabilities | 173 | 173 | 795 | |
Operating lease expense | $ 2,508 | $ 2,533 | $ 5,015 | $ 5,072 |
Weighted average remaining lease term in years | 7 years 10 months 24 days | 8 years 10 months 24 days | 7 years 10 months 24 days | 8 years 10 months 24 days |
Weighted average discount rate | 12.20% | 12.20% | 12.20% | 12.20% |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Operating Lease Liability Maturities (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 (Remaining six months) | $ 5,072 |
2022 | 10,054 |
2023 | 10,285 |
2024 | 10,418 |
2025 | 9,757 |
Thereafter | 37,586 |
Total lease payments | 83,172 |
Less imputed interest | (30,849) |
Total lease liabilities as of June 30, 2021 | $ 52,323 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ 641 | $ 1,919 | $ 847 | $ 2,195 |
Effective income tax rate | 0.40% | 2.30% | 0.50% | 1.50% |
Expected statutory federal tax rate | 21.00% |
Loss Per Share - Reconciliation
Loss Per Share - Reconciliation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator | ||||
Net loss attributable to the Company | $ (166,615) | $ (77,740) | $ (164,105) | $ (142,935) |
Net loss used for diluted earnings per share | $ (166,615) | $ (77,740) | $ (164,105) | $ (142,935) |
Denominator for Basic Loss Per Share | 290,003 | 216,956 | 285,330 | 199,782 |
Denominator for Diluted Loss Per Share | 290,003 | 216,956 | 285,330 | 199,782 |
Basic Loss Per Share | $ (0.57) | $ (0.36) | $ (0.58) | $ (0.72) |
Diluted Loss Per Share | $ (0.57) | $ (0.36) | $ (0.58) | $ (0.72) |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Details) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Employee Stock Option | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of Earnings Per Share (in shares) | 2.7 | 11.5 |
Warrant | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of Earnings Per Share (in shares) | 16 | 41.1 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment Information - Summary o
Segment Information - Summary of Information by Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
External revenues | $ 13,511 | $ 9,007 | $ 27,766 | $ 16,728 | |
Operating expenses | 114,061 | 56,735 | 213,221 | 107,619 | |
Loss from operations | (100,550) | (47,728) | (185,455) | (90,891) | |
Unrestricted cash | 77,291 | 24,388 | 77,291 | 24,388 | $ 56,464 |
Sorrento Therapeutics | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 5,709 | 3,258 | 12,978 | 5,767 | |
Operating expenses | 98,553 | 41,443 | 180,430 | 74,691 | |
Loss from operations | (92,844) | (38,185) | (167,452) | (68,924) | |
Unrestricted cash | 72,252 | 17,251 | 72,252 | 17,251 | |
Scilex | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 7,802 | 5,749 | 14,788 | 10,961 | |
Operating expenses | 15,508 | 15,292 | 32,791 | 32,928 | |
Loss from operations | (7,706) | (9,543) | (18,003) | (21,967) | |
Unrestricted cash | $ 5,039 | $ 7,137 | $ 5,039 | $ 7,137 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | Jul. 16, 2021USD ($)$ / sharesshares | Jul. 01, 2021ft²$ / shares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($) | Jul. 30, 2021shares | Dec. 31, 2020shares |
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 297,974,503 | 275,285,582 | ||||
Purchase of common stock, value | $ | $ 5,378,000 | $ 7,500,000 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Operating lease, term of contract | 188 months | |||||
Operating lease, square footage | ft² | 163,205 | |||||
Initial rent for lease per square foot | $ / shares | 5.10 | |||||
Operating lease, option to extend | option to extend the Lease term for up to two additional five-year terms at then current market rates | |||||
Subsequent Event | Class A Common Stock | Celularity | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 20,422,124 | |||||
Common stock received | 19,922,124 | |||||
Common stock shares subject to transfer restrictions | 19,922,124 | |||||
Common stock shares subject to transfer restrictions description | 19,922,124 shares of the Class A Common Stock of Celularity held by the Company are subject to transfer restrictions until the earliest to occur of (i) 365 days after July 16, 2021; (ii) the first day after the date on which the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after July 16, 2021; or (iii) the date on which Celularity completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Celularity’s public shareholders having the right to exchange their Class A Common Stock for cash, securities or other property, subject to certain exceptions. | |||||
Closing price of common stock | $ / shares | $ 12 | |||||
Subsequent Event | Class A Common Stock | Celularity | Private Placement | ||||||
Subsequent Event [Line Items] | ||||||
Purchase of common stock, shares | 500,000 | |||||
Purchase of common stock, value | $ | $ 5,000,000 |