0001326110-23-000147 | 10-Q | XBRL Viewer

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the SEC. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. Certain items in the prior year’s consolidated financial statements have been reclassified to conform to the current presentation. These reclassifications had no effect on the reported results of operations. The unaudited condensed consolidated financial statements do not include all information and notes required by U.S. GAAP for annual reports and therefore should be read in conjunction with our consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 1, 2023. These interim financials are not necessarily indicative of results expected for the full fiscal year.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the company, its wholly-owned subsidiaries, and a VIE for which the company is the primary beneficiary. Any material intercompany transactions and balances have been eliminated upon consolidation. For consolidated entities where we have less than 100% of ownership, we record net loss attributable to noncontrolling interests, net of tax, on the condensed consolidated statement of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties.

We assess whether we are the primary beneficiary of a VIE at the inception of the arrangement and at each reporting date. This assessment is based on our power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and our obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Liquidity

As of September 30, 2023, the company had an accumulated deficit of $2.7 billion. We also had negative cash flows from operations of $251.5 million during the nine months ended September 30, 2023. The company will likely need additional capital to further fund the development of, and to seek regulatory approvals for, our product candidates, and to begin to commercialize any approved products.

The condensed consolidated financial statements have been prepared assuming the company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classification of liabilities that may result from the outcome of the uncertainty of our ability to continue as a going concern. As a result of continuing anticipated operating cash outflows, we believe that substantial doubt exists regarding our ability to continue as a going concern without additional funding or financial support. However, we believe our existing cash, cash equivalents, and investments in marketable securities, together with capital to be raised through equity offerings (including but not limited to the offering, issuance and sale by us of our common stock that may be issued and sold under an ATM sales agreement (the Sale Agreement) with our sales agent, of which we had $208.8 million available for future issuance as of September 30, 2023, and a February 2023 shelf registration statement, of which we had $565.6 million available for future offerings as of September 30, 2023), and our potential ability to borrow from affiliated entities, will be sufficient to fund our operations through at least the next 12 months following the issuance date of the condensed consolidated financial statements based primarily upon our Executive Chairman and Global Chief Scientific and Medical Officer’s intent and ability to support our operations with additional funds, including loans from affiliated entities, as required, which we believe alleviates such doubt.

We may also seek to sell additional equity, through one or more follow-on offerings, or in separate financings, or obtain a credit facility. However, we may not be able to secure such external financing in a timely manner or on favorable terms. Without additional funds, we may choose to delay or reduce our operating or investment expenditures. Further, because of the risk and uncertainties associated with the potential commercialization of our product candidates in development, we may need additional funds to meet our needs sooner than planned.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to the valuation of equity-based awards, deferred income taxes and related valuation allowances, preclinical and clinical trial accruals, impairment assessments, CVR measurement and assessments, the measurement of right-of-use assets and lease liabilities, useful lives of long-lived assets, loss contingencies, fair value calculation of warrants and convertible promissory notes, fair value measurements, and the assessment of our ability to fund our operations for at least the next 12 months from the date of issuance of these condensed consolidated financial statements. We base our estimates on historical experience and on various other market-specific and relevant assumptions that we believe to be reasonable under the circumstances. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that the ongoing coronavirus pandemic could have on our significant accounting estimates. Actual results could differ from those estimates.

Significant Accounting Policies

There have been no material changes to our significant accounting policies from those described in Note 2, Summary of Significant Accounting Policies, of the “Notes to Consolidated Financial Statements” that appears in Part II, Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K filed with the SEC on March 1, 2023.

Warrants

The company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), and ASC Topic 815, Derivatives and Hedging (ASC 815). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the company’s own stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For warrants that meet all criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital, on the condensed consolidated statement of stockholders’ deficit at the time of issuance. For warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and on each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recorded as a non-cash change in fair value of warrant liabilities in other (expense) income, net, on the condensed consolidated statement of operations. The fair value of the warrants was estimated using the Black-Scholes option pricing model.

Fair Value Option Election

The company accounts for a convertible note issued during the nine months ended September 30, 2023 under the FVO election of ASC Topic 825, Financial Instruments (ASC 825), as discussed below.

Our convertible note accounted for under the FVO election is a debt host financial instrument containing embedded features wherein the entire financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

Changes in the estimated fair value of our convertible note are recorded in other (expense) income, net, on the condensed consolidated statement of operations, except that changes in estimated fair value caused by changes in the instrument-specific credit risk are included in other comprehensive income (loss).

Debt Modification

The company evaluates amendments to its debt instruments in accordance with ASC Topic 470-50, Debt – Modifications and Extinguishments (ASC 470-50). This evaluation includes comparing (1) if applicable, the net present value of future cash flows of the amended debt to that of the original debt and (2) the change in fair value of an embedded conversion feature to that of the carrying amount of the debt immediately prior to amendment to determine, in each case, if a change greater than 10% occurred. In instances where the net present value of future cash flows or the fair value of an embedded conversion feature, if any, changed more than 10%, the company applies extinguishment accounting. In instances where the net present value of future cash flows and the fair value of an embedded conversion feature, if any, changed less than 10%, the company accounts for the amendment to the debt as a debt modification. Gains and losses on debt amendments that are considered extinguishments are recognized in current earnings or in additional paid-in capital if the transactions are with entities under common control. Debt amendments that are considered debt modifications are accounted for prospectively through yield adjustments, based on the revised terms. The increase in fair value of the embedded conversion feature from the debt modification was accounted for as an increase in debt discount with a corresponding increase in additional paid-in capital. Legal fees and other costs incurred with third parties that are directly related to debt modifications are expensed as incurred. Amounts paid by the company to the lenders, are reflected as additional debt discount and amortized as an adjustment of interest expense over remaining term of modified debt using the effective interest method.

Basic and Diluted Net Loss per Share of Common Stock

Basic net loss per share is calculated by dividing the net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss attributable to ImmunityBio common stockholders by the weighted-average number of common shares, including the number of additional shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted loss per share as their effect is anti-dilutive. The following table details those securities that have been excluded from the computation of potentially dilutive securities:


	As of September 30,
	2023	2022
	(Unaudited)

Related-party convertible notes	116,517,067	55,685,000
Outstanding third-party warrants	37,732,820	—
Outstanding stock options	9,861,676	9,340,177
Outstanding RSUs	8,603,816	6,948,527
Outstanding related-party warrants	1,638,000	1,638,000
Total	174,353,379	73,611,704

Recent Accounting Pronouncements

Application of New or Revised Accounting Standards – Not Yet Adopted

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which amends the guidance in Topic 820, Fair Value Measurement, to clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. In addition, ASU 2022-03 introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We are currently evaluating the impact of this standard on our condensed consolidated financial statements.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements, which requires that leasehold improvements associated with common control leases be amortized over the useful life of the leasehold improvements to the common control group, regardless of the lease term. ASU 2023-01 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We are currently evaluating the impact of this standard on our condensed consolidated financial statements and related disclosures.

In August 2023, the FASB issued ASU 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”), which requires a joint venture to initially measure all contributions received upon its formation at fair value. The guidance is applicable to joint venture entities with a formation date on or after January 1, 2025 on a prospective basis. We will apply this guidance prospectively in future reporting periods after the guidance is effective to any future arrangements meeting the definition of a joint venture.

Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), and the SEC during the nine months ended September 30, 2023 did not, or are not expected to, have a material effect on our condensed consolidated financial statements.

Related-Party Debt - Summary of Related-Party Promissory Notes (Detail) - Affiliated Entity - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Nonconvertible Notes
Related Party Transaction [Line Items]
Principal Amount		$ 475,000
Accrued PIK Interest Added to Note		0
Less: Unamortized Discounts	$ 29,600	43,099
Total principal and estimated interest due on related-party debt		431,901
Convertible Notes
Related Party Transaction [Line Items]
Principal Amount		233,226
Accrued PIK Interest Added to Note		29,153
Less: Unamortized Discounts		21,108
Total principal and estimated interest due on related-party debt		$ 241,271
Nonconvertible Notes and Convertible Note at Fair Value
Related Party Transaction [Line Items]
Interest rate	13.39%
Nant Capital
Related Party Transaction [Line Items]
Interest rate		5.00%
Nant Capital \| Nonconvertible Notes
Related Party Transaction [Line Items]
Principal Amount	$ 505,000
Less: Unamortized Discounts	24,980
Total principal and estimated interest due on related-party debt	$ 480,020
Nant Capital \| Convertible Notes
Related Party Transaction [Line Items]
Principal Amount		$ 55,226
Accrued PIK Interest Added to Note		9,320
Less: Unamortized Discounts		5,188
Total principal and estimated interest due on related-party debt		$ 59,358
Nant Capital \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread	8.00%
Nant Capital \| Convertible Notes
Related Party Transaction [Line Items]
Principal Amount	$ 30,000
Less: Unamortized Discounts	0
Total principal and estimated interest due on related-party debt	$ 28,281
Nant Capital \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread	8.00%	8.00%
Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC, Executed 9/11/2023 \| Convertible Notes
Related Party Transaction [Line Items]
Interest rate	13.31%
Principal Amount	$ 200,000
Less: Unamortized Discounts	34,711
Total principal and estimated interest due on related-party debt	$ 165,289
Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC, Executed 9/11/2023 \| Secured Overnight Financing Rate (SOFR) \| Convertible Notes
Related Party Transaction [Line Items]
Interest rate spread	8.00%
Nant Capital
Related Party Transaction [Line Items]
Interest rate		6.00%
Nant Capital \| Convertible Notes
Related Party Transaction [Line Items]
Principal Amount		$ 50,000
Accrued PIK Interest Added to Note		7,039
Less: Unamortized Discounts		4,068
Total principal and estimated interest due on related-party debt		$ 52,971
Nant Capital
Related Party Transaction [Line Items]
Interest rate		6.00%
Nant Capital \| Convertible Notes
Related Party Transaction [Line Items]
Principal Amount		$ 40,000
Accrued PIK Interest Added to Note		0
Less: Unamortized Discounts		2,580
Total principal and estimated interest due on related-party debt		$ 37,420
NantMobile
Related Party Transaction [Line Items]
Interest rate		3.00%
NantMobile \| Convertible Notes
Related Party Transaction [Line Items]
Principal Amount		$ 55,000
Accrued PIK Interest Added to Note		5,110
Less: Unamortized Discounts		5,978
Total principal and estimated interest due on related-party debt		$ 54,132
NCSC
Related Party Transaction [Line Items]
Interest rate		5.00%
NCSC \| Convertible Notes
Related Party Transaction [Line Items]
Principal Amount		$ 33,000
Accrued PIK Interest Added to Note		7,684
Less: Unamortized Discounts		3,294
Total principal and estimated interest due on related-party debt		$ 37,390

Collaboration and License Agreements and Acquisition - Collaboration Agreements - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021
Research and Development Arrangements with Federal Government [Line Items]
Loss on equity method investment	$ 1,255	$ 4,456	$ 7,549	$ 8,553
Amyris Joint Venture
Research and Development Arrangements with Federal Government [Line Items]
Advances to support operations	$ 0		$ 0		$ 1,000
Percentage of ownership interest	50.00%	50.00%	50.00%	50.00%
Loss on equity method investment	$ 1,300	$ 4,500	$ 7,500	$ 8,600
Amyris Joint Venture \| Amyris, Inc.
Research and Development Arrangements with Federal Government [Line Items]
Advances to support operations					$ 1,000

Financial Statement Details - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	$ 233,050	$ 212,911
Less: Accumulated depreciation and amortization	81,050	69,252
Property, plant and equipment, net	152,000	143,659
Leasehold improvements
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	72,440	68,710
Equipment
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	70,849	67,945
Construction in progress
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	86,255	72,693
Furniture & fixtures
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	1,838	1,906
Software
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	$ 1,668	$ 1,657

Financial Instruments

9 Months Ended

Sep. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Financial Instruments

Investments in Marketable Debt Securities

As of September 30, 2023, the weighted-average remaining contractual life, amortized cost, gross unrealized gains, gross unrealized losses and fair value of marketable debt securities, which were considered as available-for-sale, by type of security were as follows (in thousands):


	September 30, 2023
	(Unaudited)
	Weighted- Average Remaining Contractual Life (in years)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Current:
U.S. Treasury securities	0.2	$	9,980	$	1	$	—	$	9,981
Foreign bonds	0.3	156		2		—		158
Mutual funds		40		—		(2)		38
Current portion		10,176		3		(2)		10,177
Noncurrent:
Foreign bonds	3.8	900		—		(83)		817

Total		$	11,076	$	3	$	(85)	$	10,994

As of December 31, 2022, the weighted-average remaining contractual life, amortized cost, gross unrealized gains, gross unrealized losses and fair value of marketable debt securities, which were considered as available-for-sale, by type of security were as follows (in thousands):


	December 31, 2022
	Weighted- Average Remaining Contractual Life (in years)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Current:


Mutual funds		$	38	$	—	$	(2)	$	36

Noncurrent:
Foreign bonds	4.5	932		—		(92)		840

Total		$	970	$	—	$	(94)	$	876

At September 30, 2023, 12 of the securities were in an unrealized loss position. Accumulated unrealized losses on marketable debt securities that have been in a continuous loss position for less than 12 months and more than 12 months were as follows (in thousands):


	September 30, 2023
	(Unaudited)
	Less than 12 months				More than 12 months
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses


Mutual funds	$	—	$	—	$	37	$	(2)
Foreign bonds	496		(58)		345		(25)
Total	$	496	$	(58)	$	382	$	(27)


	December 31, 2022
	Less than 12 months				More than 12 months
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses


Mutual funds	$	—	$	—	$	36	$	(2)
Foreign bonds	—		—		840		(92)
Total	$	—	$	—	$	876	$	(94)

Marketable Equity Securities

We held investments in marketable equity securities with readily determinable fair values of $1.7 million and $2.5 million as of September 30, 2023 and December 31, 2022, respectively. Unrealized gains and losses recorded on these securities totaled a loss of $0.6 million and a gain of $0.6 million during the three months ended September 30, 2023 and 2022, respectively, and a loss of $0.9 million and a gain of $0.2 million during the nine months ended September 30, 2023 and 2022, respectively, in interest and investment income, net, on the condensed consolidated statements of operations.

Lease Arrangements - Schedule of Cash Paid for Amounts Included in Measurement of Lease Liabilities (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flow Operating Activities Lessee [Abstract]
Cash paid for operating leases (excluding variable lease costs)	$ 7,713	$ 7,350
Financing cash flow from finance leases	57	40
Operating cash flow from finance leases	$ 9	$ 11

Description of Business	9 Months Ended
Description of Business	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business In these notes to unaudited condensed consolidated financial statements, the terms “ImmunityBio,” “the company,” “we,” “us,” and “our” refer to ImmunityBio, Inc. and its subsidiaries. Our Business ImmunityBio, Inc. is a clinical-stage biotechnology company developing next-generation therapies and vaccines that complement, harness, and amplify the immune system to defeat cancers and infectious diseases. We strive to be a vertically-integrated immunotherapy company designing and manufacturing our products so they are more effective, accessible, more conveniently stored, and more easily administered to patients. Our broad immunotherapy and cell therapy platforms are designed to attack cancer and infectious pathogens by activating both the innate immune system—NK cells, dendritic cells, and macrophages—and the adaptive immune system—B cells and T cells—in an orchestrated manner. The goal of this potentially best-in-class approach is to generate immunogenic cell death thereby eliminating rogue cells from the body whether they are cancerous or virally infected. Our ultimate goal is to employ this approach to establish an “immunological memory” that confers long-term benefit for the patient. Although such designations may not lead to a faster development process or regulatory review and may not increase the likelihood that a product candidate will receive approval, Anktiva has received Breakthrough Therapy and Fast Track designations in combination with BCG from the FDA for BCG-unresponsive NMIBC with CIS. In May 2022, we announced the submission of a BLA to the FDA for our product candidate, Anktiva in combination with BCG for the treatment of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease. On May 9, 2023, the FDA delivered a CRL to us regarding the BLA filed in May 2022, indicating that the FDA had determined that it could not approve the original BLA filing in its initial form, and the FDA made recommendations to address the issues raised. The deficiencies in the CRL related to the FDA’s pre-license inspection of the company’s third-party CMOs, among other items. Satisfactory resolution of the observations noted at the pre-license inspection would be required before the BLA could be approved. At the time, the FDA further provided recommendations specific to additional CMC issues and assays to be resolved. The CRL did not request new preclinical studies or Phase 3 clinical trials to evaluate safety or efficacy. The FDA requested that the company provide updated duration of response data for the efficacy population as identified by the FDA in the company’s resubmission, as well as a safety update. On October 23, 2023, we announced that we had completed the resubmission of the BLA addressing the issues in the CRL. As part of our resubmission, we provided an update of the duration of response regarding the responders identified by the FDA in the efficacy population for BCG unresponsive subjects with high-risk CIS disease. On October 26, 2023, we announced that the FDA had accepted our BLA resubmission for review and considered it as a complete response to the CRL. The FDA has set a new user fee goal date (PDUFA date) of April 23, 2024. While we believe the BLA resubmission addresses the issues identified in the CRL, there is no guarantee that the FDA will ultimately agree that such issues have been successfully addressed and resolved. It is unclear when the FDA will approve our BLA, if at all. Our platforms include 13 novel therapeutic agents either in clinical trials or for which we are developing protocols. We are currently engaged in multiple active clinical trials involving our agents, some of which are being sponsored by ImmunityBio and others are investigator-led studies. Many of these trials are in Phase 2 or 3 development across several indications in liquid and solid tumors. These include bladder, pancreatic, and lung cancers, which are among the most frequent and lethal cancer types, and where there are high failure rates for existing standards of care or no available effective treatment. In infectious diseases, our pipeline currently targets such pathogens as SARS-CoV-2 and HIV.

Financial Statement Details - Intangible Assets, Net (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Total definite-lived intangible assets
Gross Carrying Amount					$ 21,229
Accumulated Amortization	$ (3,315)		$ (3,315)		(1,935)
Impairment	0		0		(681)
Net Carrying Amount	17,083		17,083		18,613
Indefinite-lived intangible assets
Net Carrying Amount	1,384		1,384		1,390
Gross Carrying Amount	21,782		21,782		22,619
Net Carrying Amount	18,467		18,467		20,003
Amortization expense	500	$ 600	1,500	$ 1,400
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2023 (excluding the nine months ended September 30, 2023)	510		510
2024	2,040		2,040
2025	2,040		2,040
2026	2,040		2,040
2027	2,040		2,040
Thereafter	8,413		8,413
Net Carrying Amount	$ 17,083		$ 17,083		$ 18,613
Favorable Leasehold Rights
Total definite-lived intangible assets
Weighted- Average Life (in years)	8 years 4 months 24 days		8 years 4 months 24 days		9 years 1 month 6 days
Gross Carrying Amount	$ 20,398		$ 20,398		$ 20,398
Accumulated Amortization	(3,315)		(3,315)		(1,785)
Impairment	0		0		0
Net Carrying Amount	17,083		17,083		18,613
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Carrying Amount	$ 17,083		$ 17,083		18,613
Organized Workforce
Total definite-lived intangible assets
Gross Carrying Amount					831
Accumulated Amortization					(150)
Impairment					(681)
Net Carrying Amount					0
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Carrying Amount					$ 0

Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands	Total	Registered Direct Offering	ATM Offering Program	Total ImmunityBio Stockholders’ Deficit	Total ImmunityBio Stockholders’ Deficit Registered Direct Offering	Total ImmunityBio Stockholders’ Deficit ATM Offering Program	Common Stock	Common Stock Registered Direct Offering	Common Stock ATM Offering Program	Additional Paid-in Capital	Additional Paid-in Capital Registered Direct Offering	Additional Paid-in Capital ATM Offering Program	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2021							397,830,044
Beginning balance at Dec. 31, 2021	$ (243,913)			$ (242,173)			$ 40			$ 1,719,704			$ (1,961,921)	$ 4	$ (1,740)
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Stock-based compensation expense	10,024			10,024						10,024
Exercise of stock options (in shares)							14,767
Exercise of stock options	74			74						74
Vesting of restricted stock units (RSUs) (in shares)							177,783
Net share settlement for RSUs vesting (in shares)							(65,832)
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(372)			(372)						(372)
Other comprehensive (loss) income, net of tax	(371)			(371)										(371)
Net loss	(102,998)			(102,826)									(102,826)		(172)
Ending balance (in shares) at Mar. 31, 2022							397,956,762
Ending balance at Mar. 31, 2022	(337,556)			(335,644)			$ 40			1,729,430			(2,064,747)	(367)	(1,912)
Beginning balance (in shares) at Dec. 31, 2021							397,830,044
Beginning balance at Dec. 31, 2021	(243,913)			(242,173)			$ 40			1,719,704			(1,961,921)	4	(1,740)
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Increase in fair value of embedded conversion feature from debt modification with entities under common control (Note 9)	0
Gain on extinguishment of debt with related parties under common control	82,858
Other comprehensive (loss) income, net of tax	(194)
Net loss	(308,994)
Ending balance (in shares) at Sep. 30, 2022							400,304,106
Ending balance at Sep. 30, 2022	(429,081)			(426,699)			$ 40			1,843,724			(2,270,273)	(190)	(2,382)
Beginning balance (in shares) at Mar. 31, 2022							397,956,762
Beginning balance at Mar. 31, 2022	(337,556)			(335,644)			$ 40			1,729,430			(2,064,747)	(367)	(1,912)
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Stock-based compensation expense	10,175			10,175						10,175
Vesting of restricted stock units (RSUs) (in shares)							116,608
Net share settlement for RSUs vesting (in shares)							(3,604)
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(15)			(15)						(15)
Other comprehensive (loss) income, net of tax	257			257										257
Net loss	(94,835)			(94,588)									(94,588)		(247)
Ending balance (in shares) at Jun. 30, 2022							398,069,766
Ending balance at Jun. 30, 2022	(421,974)			(419,815)			$ 40			1,739,590			(2,159,335)	(110)	(2,159)
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Stock-based compensation expense	10,630			10,630						10,630
Vesting of restricted stock units (RSUs) (in shares)							7,800
Net share settlement for RSUs vesting (in shares)							(2,756)
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(10)			(10)						(10)
Shares issued pursuant to litigation settlement (in shares)							2,229,296
Shares issued pursuant to litigation settlement	10,656			10,656						10,656
Gain on extinguishment of debt with related parties under common control	82,858			82,858						82,858
Other comprehensive (loss) income, net of tax	(80)			(80)										(80)
Net loss	(111,161)			(110,938)									(110,938)		(223)
Ending balance (in shares) at Sep. 30, 2022							400,304,106
Ending balance at Sep. 30, 2022	$ (429,081)			(426,699)			$ 40			1,843,724			(2,270,273)	(190)	(2,382)
Beginning balance (in shares) at Dec. 31, 2022	421,569,115						421,569,115
Beginning balance at Dec. 31, 2022	$ (449,820)			(447,327)			$ 42			1,930,936			(2,378,488)	183	(2,493)
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Issuance of common stock in offering, net (in shares)								14,072,615
Issuance of shares in offering		$ 24,256			$ 24,256			$ 1			$ 24,255
Stock-based compensation expense	10,878			10,878						10,878
Exercise of stock options (in shares)							81,037
Exercise of stock options	126			126						126
Vesting of restricted stock units (RSUs) (in shares)							313,975
Net share settlement for RSUs vesting (in shares)							(113,638)
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(357)			(357)						(357)
Other comprehensive (loss) income, net of tax	(216)			(216)										(216)
Net loss	(116,583)			(116,343)									(116,343)		(240)
Ending balance (in shares) at Mar. 31, 2023							435,923,104
Ending balance at Mar. 31, 2023	$ (531,716)			(528,983)			$ 43			1,965,838			(2,494,831)	(33)	(2,733)
Beginning balance (in shares) at Dec. 31, 2022	421,569,115						421,569,115
Beginning balance at Dec. 31, 2022	$ (449,820)			(447,327)			$ 42			1,930,936			(2,378,488)	183	(2,493)
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Increase in fair value of embedded conversion feature from debt modification with entities under common control (Note 9)	$ 31,179
Exercise of stock options (in shares)	183,236
Gain on extinguishment of debt with related parties under common control	$ 0
Other comprehensive (loss) income, net of tax	609
Net loss	$ (350,438)
Ending balance (in shares) at Sep. 30, 2023	667,703,040						667,703,040
Ending balance at Sep. 30, 2023	$ (410,645)			(411,717)			$ 67			2,315,716			(2,728,292)	792	1,072
Beginning balance (in shares) at Mar. 31, 2023							435,923,104
Beginning balance at Mar. 31, 2023	(531,716)			(528,983)			$ 43			1,965,838			(2,494,831)	(33)	(2,733)
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Issuance of common stock in offering, net (in shares)									4,605,323
Issuance of shares in offering			$ 13,616			$ 13,616			$ 1			$ 13,615
Stock-based compensation expense	11,062			11,062						11,062
Exercise of stock options (in shares)							26,583
Exercise of stock options	135			135						135
Vesting of restricted stock units (RSUs) (in shares)							140,269
Net share settlement for RSUs vesting (in shares)							(21,382)
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(60)			(60)						(60)
Other comprehensive (loss) income, net of tax	(7)			(7)										(7)
Net loss	(138,213)			(137,879)									(137,879)		(334)
Ending balance (in shares) at Jun. 30, 2023							440,673,897
Ending balance at Jun. 30, 2023	(645,183)			(642,116)			$ 44			1,990,590			(2,632,710)	(40)	(3,067)
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Issuance of common stock in exchange for notes payable (in shares)							209,291,936
Issuance of common stock in exchange for notes payable	269,987			269,987			$ 21			269,966
Increase in fair value of embedded conversion feature from debt modification with entities under common control (Note 9)	31,179			31,179						31,179
Issuance of common stock in offering, net (in shares)								14,569,296	1,000,000
Issuance of shares in offering		$ 12,675	$ 2,490		$ 12,675	$ 2,490		$ 2	$ 0		$ 12,673	$ 2,490
Stock-based compensation expense	14,449			14,449						14,449
Exercise of stock options (in shares)							75,616
Exercise of stock options	32			32						32
Vesting of restricted stock units (RSUs) (in shares)							3,035,845
Net share settlement for RSUs vesting (in shares)							(943,550)
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation	(1,464)			(1,464)						(1,464)
Change in ownership interest in a joint venture due to legal settlement (Note 7)	0			(4,199)						(4,199)					4,199
Other comprehensive (loss) income, net of tax	832			832										832
Net loss	$ (95,642)			(95,582)									(95,582)		(60)
Ending balance (in shares) at Sep. 30, 2023	667,703,040						667,703,040
Ending balance at Sep. 30, 2023	$ (410,645)			$ (411,717)			$ 67			$ 2,315,716			$ (2,728,292)	$ 792	$ 1,072

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands			9 Months Ended
	Aug. 25, 2023	Mar. 04, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Proceeds from stock options exercised			$ 293	$ 74
Vested and exercisable (in shares)			5,877,381		3,445,499
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock options			$ 11,900
Weighted-average period for recognition			1 year 2 months 12 days
Aggregate intrinsic value of stock option exercised			$ 300
Proceeds from stock options exercised			$ 300	$ 100
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average period for recognition			2 years 1 month 6 days
Unrecognized compensation cost related to non-vested stock options			$ 48,200
Aggregate intrinsic value, vested			$ 6,000
RSUs granted (in units)	5,727,159		6,277,569
RSUs granted (in dollars per share)	$ 1.65		$ 1.66
RSUs \| First Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting rights, percentage	50.00%
RSUs \| Second Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting rights, percentage	50.00%
RSUs \| Additional Paid-in Capital
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividends			$ 300
RSUs \| NantWorks
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Estimated benefit at grant date fair value		$ 4,000
Warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of warrants outstanding (in units)			1,638,000
Exercise price of warrants (in dollars per share)			$ 3.24
Fair value of warrants			$ 18,000
2015 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future grants (in shares)			12,900,000

Lease Arrangements - Components of Lease Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating lease costs	$ 2,768	$ 2,841	$ 8,611	$ 8,091
Short-term lease costs	997	2,086	3,026	2,086
Finance lease costs (including right-of-use asset amortization and interest expense)	21	56	66	56
Variable lease costs	977	808	2,922	2,924
Total lease expense	$ 4,763	$ 5,791	$ 14,625	$ 13,157

Financial Statement Details

9 Months Ended

Sep. 30, 2023

Financial Statement Details [Abstract]

Financial Statement Details

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	September 30, 2023		December 31, 2022
	(Unaudited)

Prepaid research and development costs	$	8,462	$	11,704
Prepaid services	3,813		8,013
Insurance premium financing asset	2,338		1,417
Prepaid insurance	2,015		2,282

Prepaid software license fees	1,949		2,195
Prepaid supplies	—		2,160








Other	4,384		3,732
Prepaid expenses and other current assets	$	22,961	$	31,503

Property, Plant and Equipment, Net

Property, plant and equipment, net, consist of the following (in thousands):


	September 30, 2023		December 31, 2022
	(Unaudited)

Leasehold improvements	$	72,440	$	68,710
Equipment	70,849		67,945
Construction in progress	86,255		72,693
Furniture & fixtures	1,838		1,906
Software	1,668		1,657

Gross property, plant and equipment	233,050		212,911
Less: Accumulated depreciation and amortization	81,050		69,252
Property, plant and equipment, net	$	152,000	$	143,659

Depreciation expense related to property, plant and equipment totaled $4.1 million during each of the three months ended September 30, 2023 and 2022, and $12.4 million and $11.7 million during the nine months ended September 30, 2023 and 2022, respectively.

Intangible Assets, Net

The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated (in thousands):


	September 30, 2023
	Weighted- Average Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount

Finite-lived: Favorable leasehold rights	8.4	$	20,398	$	(3,315)	$	—	$	17,083
Indefinite-lived: IPR&D		1,384		—		—		1,384
Total intangible assets		$	21,782	$	(3,315)	$	—	$	18,467


	December 31, 2022
	Weighted- Average Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount

Finite-lived: Favorable leasehold rights	9.1	$	20,398	$	(1,785)	$	—	$	18,613
Finite-lived: Organized workforce		831		(150)		(681)		—
Total finite-lived intangible assets		21,229		(1,935)		(681)		18,613
Indefinite-lived: IPR&D		1,390		—		—		1,390
Total intangible assets		$	22,619	$	(1,935)	$	(681)	$	20,003

In connection with the acquisition of the Dunkirk Facility in 2022, we acquired finite-lived intangibles consisting of favorable leasehold rights and an organized workforce. We recorded amortization expense of our finite-lived intangibles totaling $0.5 million and $0.6 million during the three months ended September 30, 2023 and 2022, respectively, and $1.5 million and $1.4 million during the nine months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations.

Future amortization expense associated with our finite-lived intangible assets is as follows (in thousands):


Years ending December 31:	Finite-lived Intangible Assets

2023 (excluding the nine months ended September 30, 2023)	$	510
2024	2,040
2025	2,040
2026	2,040
2027	2,040
Thereafter	8,413
Total	$	17,083

Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following (in thousands):


	September 30, 2023		December 31, 2022
	(Unaudited)

Interest payable on related-party notes (1)	$	19,522	$	—
Accrued professional and service fees	10,644		6,685
Accrued bonus	8,896		12,068
Accrued research and development costs	8,704		1,930
Accrued compensation	5,969		6,040
Accrued preclinical and clinical trial costs	4,575		4,985

Accrued construction costs	3,120		7,072
Financing obligation – current portion	2,338		1,417








Other	1,103		1,628
Accrued expenses and other liabilities	$	64,871	$	41,825

_______________


(1)			On October 3, 2023, we paid the accrued interest payable to Nant Capital as of September 30, 2023 that totaled approximately $19.5 million, with no penalty or incremental interest due.

Interest and Investment Income, Net

Interest and investment income, net consists of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)

Interest income	$	610	$	253	$	1,486	$	2,193
Unrealized (losses) gains from equity securities	(593)		614		(851)		162
Investment amortization expense, net	—		(10)		—		(1,513)
Net realized gains (losses) on investments	18		—		12		(119)
Interest and investment income, net	$	35	$	857	$	647	$	723

Interest income includes interest from marketable securities, convertible notes receivable, other assets, and on bank deposits.

Interest expense

Interest expense consists of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)

Interest expense on related-party notes	$	(23,548)	$	(12,240)	$	(61,750)	$	(29,660)
Amortization of related-party notes discounts	(11,454)		(4,498)		(35,278)		(5,242)
Other interest expense	(19)		(26)		(44)		(51)
Interest expense	$	(35,021)	$	(16,764)	$	(97,072)	$	(34,953)

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires us to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

•Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these products does not entail a significant degree of judgment. Our Level 1 assets consist of bank deposits, money market funds, and marketable equity securities.

•Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities. Our Level 2 assets consist of corporate debt securities including commercial paper, government-sponsored securities and corporate bonds, as well as foreign municipal securities.

•Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

We utilize a third-party pricing service to assist in obtaining fair value pricing for our investments in marketable debt securities. Inputs are documented in accordance with the fair value disclosure hierarchy. The fair values of financial instruments other than marketable securities and cash and cash equivalents are determined through a combination of management estimates and third-party valuations.

Recurring Valuations

Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):


	Fair Value Measurements at September 30, 2023
	(Unaudited)
	Total			Level 1		Level 2		Level 3

Assets at Fair Value:
Current:
Cash and cash equivalents	$	177,963		$	177,963	$	—	$	—
Equity securities	1,656			1,656		—		—
U.S. Treasury securities	9,981			9,981		—		—
Foreign bonds	158			—		158		—
Mutual funds	38			38		—		—
Noncurrent:
Foreign bonds	817			—		817		—
Total assets measured at fair value	$	190,613		$	189,638	$	975	$	—
Liabilities at Fair Value:
Current:
Contingent consideration obligations	$	(19)		$	—	$	—	$	(19)
Noncurrent:
Warrant liabilities	(39,370)		(1)	—		—		(39,370)
Related-party convertible note payable	(28,281)		(2)	—		—		(28,281)
Total liabilities measured at fair value	$	(67,670)		$	—	$	—	$	(67,670)


	Fair Value Measurements at December 31, 2022
	Total			Level 1		Level 2		Level 3

Assets at Fair Value:
Current:
Cash and cash equivalents	$	104,641	(3)	$	63,860	$	40,781	$	—
Equity securities	2,507			2,507		—		—


Mutual funds	36			36		—		—
Noncurrent:
Foreign bonds	840			—		840		—
Total assets measured at fair value	$	108,024		$	66,403	$	41,621	$	—
Liabilities at Fair Value:
Current:
Contingent consideration	$	(19)		$	—	$	—	$	(19)
Noncurrent:
Warrant liability	(21,636)		(1)	—		—		(21,636)
Total liabilities measured at fair value	$	(21,655)		$	—	$	—	$	(21,655)

_______________


(1)			Third-Party Warrant Liabilities

December 2022 Warrants

In connection with the December 12, 2022 registered direct offering of common stock, the company issued 9,090,909 warrants (December 2022 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of September 30, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates:


	September 30, 2023		December 31, 2022
	(Unaudited)

Exercise price per share	$6.60		$6.60
Expected term	1.2 years		2.0 years
Expected average volatility	152.0	%	99.4	%
Expected dividend yield	—		—
Risk-free interest rate	5.3	%	4.4	%

The change in the carrying amount of the December 2022 Warrants was as follows (in thousands):




	(Unaudited)

Beginning fair value, at December 31, 2022	$	21,636
Change in fair value	(16,636)
Ending fair value, at September 30, 2023	$	5,000

February 2023 Warrants

In connection with the February 15, 2023 registered direct offering of common stock, the company issued 14,072,615 warrants (February 2023 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of September 30, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates:


	September 30, 2023		Issuance Date February 17, 2023
	(Unaudited)

Exercise price per share	$3.2946		$4.2636
Expected term	2.8 years		2.0 years
Expected average volatility	144.8	%	97.0	%
Expected dividend yield	—		—
Risk-free interest rate	4.8	%	4.6	%

The change in the carrying amount of the February 2023 Warrants was as follows (in thousands):


	(Unaudited)

Fair value at issuance date, February 17, 2023	$	23,698
Change in fair value	(6,810)
Ending fair value, at September 30, 2023	$	16,888

On July 25, 2023, the company reduced the exercise price of the outstanding February 2023 Warrants from $4.2636 per share to $3.2946 per share and extended the expiration date of the warrants until July 24, 2026. The effect of amending the terms of the warrants is reflected in a change in the fair value of warrant liability of $7.3 million.

July 2023 Warrants

In connection with the July 20, 2023 registered direct offering of common stock, the company issued 14,569,296 warrants (July 2023 Warrants). The warrants were classified as a liability at their fair value upon issuance. As of September 30, 2023, all warrants were outstanding. The estimated fair value of the warrants was computed using the Black-Scholes option pricing model with the following unobservable assumptions at the following dates:


	September 30, 2023		Issuance Date July 25, 2023
	(Unaudited)

Exercise price per share	$3.2946		$3.2946
Expected term	2.8 years		3.0 years
Expected average volatility	144.8	%	121.0	%
Expected dividend yield	—		—
Risk-free interest rate	4.8	%	4.5	%

The change in the carrying amount of the July 2023 Warrants was as follows (in thousands):


	(Unaudited)

Fair value at issuance date, July 25, 2023	$	25,836
Change in fair value	(8,354)
Ending fair value, at September 30, 2023	$	17,482


(2)			As of September 30, 2023, the company had a related-party convertible note payable with a principal amount of $30.0 million, which is accounted for under the ASC 825-10-15-4 FVO election. Under the FVO election, the financial instrument was initially measured at its issue-date estimated fair value and subsequently re-measured at estimated fair value on a recurring basis at each reporting period date. The company’s other related-party notes are not accounted for under the FVO election. See Note 9, Related-Party Debt, for further information. The estimated fair value of the convertible note was computed using the binomial lattice model with the following unobservable assumptions:


	September 30, 2023
	(Unaudited)

Expected market yield	25.2	%
Expected volatility	100.8	%
Risk-free rate	5.4	%

The change in the carrying amount of the related-party convertible note at fair value was as follows (in thousands):




	(Unaudited)

Fair value at issuance date, March 31, 2023	$	29,850
Change in fair value, including $0.8 million related to the instrument-specific credit risk	(1,569)

Ending fair value, at September 30, 2023	$	28,281


(3)			As of December 31, 2022, the Level 2 measurements include $32.0 million in U.S. government agency securities and $8.8 million in corporate debt securities with original maturities of less than 90 days.

Stock-Based Compensation - RSUs Activity (Detail) - Outstanding RSUs - $ / shares		9 Months Ended
	Aug. 25, 2023	Sep. 30, 2023
Number of Units
Nonvested, beginning balance (in units)		6,551,388
Granted (in units)	5,727,159	6,277,569
Vested (in units)		(3,490,089)
Forfeited/canceled (in units)		(735,052)
Nonvested, ending balance (in units)		8,603,816
Weighted- Average Grant Date Fair Value
Nonvested, beginning balance (in dollars per share)		$ 18.27
Granted (in dollars per share)	$ 1.65	1.66
Vested (in dollars per share)		3.65
Forfeited/canceled (in dollars per share)		8.34
Nonvested, ending balance (in dollars per share)		$ 12.94

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	900,000,000	900,000,000
Common stock, shares issued (in shares)	667,703,040	421,569,115
Common stock, shares outstanding (in shares)	667,703,040	421,569,115
Treasury stock, common shares (in shares)	163,800	163,800

Lease Arrangements (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Summary of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to our leases is as follows (in thousands):


		September 30, 2023		December 31, 2022
	Classification	(Unaudited)

Assets
Operating lease assets	Operating lease right-of-use assets	$	35,810	$	45,788
Finance lease assets	Other assets	77		135
Total lease assets		$	35,887	$	45,923

Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	4,363	$	2,650
Finance lease liabilities	Accrued expenses and other liabilities	84		77
Noncurrent:
Operating lease liabilities	Operating lease liabilities, less current portion	39,313		47,951
Finance lease liabilities	Other liabilities	—		64
Total lease liabilities		$	43,760	$	50,742

Summary of Information Regarding Leases

Information regarding our lease terms is as follows:

September 30,
2023

December 31,
2022

(Unaudited)

Weighted-average remaining lease term:

Operating leases

6.3 years

6.6 years

Finance leases

1.0 year

1.8 years

Weighted-average discount rate:

Operating leases

10.5

Finance leases

11.7

The components of lease expense consist of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)

Operating lease costs	$	2,768	$	2,841	$	8,611	$	8,091
Short-term lease costs	997		2,086		3,026		2,086
Finance lease costs (including right-of-use asset amortization and interest expense)	21		56		66		56
Variable lease costs	977		808		2,922		2,924
Total lease expense	$	4,763	$	5,791	$	14,625	$	13,157

Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands):


	Nine Months Ended September 30,
	2023		2022
	(Unaudited)

Cash paid for operating leases (excluding variable lease costs)	$	7,713	$	7,350
Financing cash flow from finance leases	57		40
Operating cash flow from finance leases	9		11

Summary of Future Minimum Lease Payments

Future minimum lease payments as of September 30, 2023, including $11.5 million related to options to extend lease terms that are reasonably certain of being exercised, are presented in the following table (in thousands). Common area maintenance costs and taxes are not included in these payments.


Years ending December 31:	Operating Leases		Finance Leases		Total

2023 (excluding the nine months ended September 30, 2023)	$	1,727	$	22	$	1,749
2024	10,199		66		10,265
2025	10,231		—		10,231
2026	8,334		—		8,334
2027	7,552		—		7,552
Thereafter	23,248		—		23,248
Total future minimum lease payments	61,291		88		61,379
Less: Interest	16,945		4		16,949
Less: Tenant improvement allowance receivable	670		—		670
Present value of lease liabilities	$	43,676	$	84	$	43,760

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Stock-Based Compensation Expenses Included on Operations Statement

The following table presents stock-based compensation included in the condensed consolidated statements of operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)

Stock-based compensation expense:
Stock options	$	3,408	$	3,790	$	10,496	$	9,554
RSUs	11,041		6,840		25,893		21,275
	$	14,449	$	10,630	$	36,389	$	30,829
Stock-based compensation expense in operating expenses:
Research and development	$	5,218	$	3,915	$	12,725	$	10,116
Selling, general and administrative	9,231		6,715		23,664		20,713
	$	14,449	$	10,630	$	36,389	$	30,829

Summary of Stock Option Activity and Related Information under Equity Plans

The following table summarizes stock option activity and related information for the nine months ended September 30, 2023:


	Number of Options	Weighted- Average Exercise Price		Aggregate Intrinsic Value (in thousands)		Weighted- Average Remaining Contractual Life (in years)

Outstanding at December 31, 2022	9,262,926	$	9.87	$	4,848	7.2
Granted	949,578	$	2.99
Exercised	(183,236)	$	1.60
Forfeited/expired	(167,592)	$	5.48
Outstanding at September 30, 2023	9,861,676	$	9.44	$	105	6.9
Vested and exercisable at September 30, 2023	5,877,381	$	11.53	$	105	5.6

Summary of RSU Activity under Equity Plans

The following table summarizes RSU activity during the nine months ended September 30, 2023:


	Number of Units	Weighted- Average Grant Date Fair Value

Nonvested balance at December 31, 2022	6,551,388	$	18.27
Granted	6,277,569	$	1.66
Vested	(3,490,089)	$	3.65
Forfeited/canceled	(735,052)	$	8.34
Nonvested balance at September 30, 2023	8,603,816	$	12.94

Income Taxes - Additional Information (Detail)	Sep. 30, 2023 USD ($)
United States
Income Tax [Line Items]
Unrecognized tax benefits	$ 0
Italy
Income Tax [Line Items]
Unrecognized tax benefits	0
South Korea
Income Tax [Line Items]
Unrecognized tax benefits	$ 0

Condensed Consolidated Statements of Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023
Registered Direct Offering
Commissions and offering costs	$ 1,489		$ 2,046
ATM Offering Program
Commissions and offering costs	$ 160	$ 313

Lease Arrangements

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Lease Arrangements

We lease property in multiple facilities across the U.S. and Italy, including facilities located in El Segundo, CA and the Dunkirk Facility in upstate New York. Substantially all of our operating lease right-of-use assets and operating lease liabilities relate to facilities leases. All of our finance leases are related to equipment rental at the Dunkirk Facility. See Note 10, Related-Party Agreements, for further information about our related-party leases.

Our leases generally have initial terms ranging from two to ten years and often include one or more options to renew. These renewal terms can extend the lease term from one to ten years and are included in the lease term when it is reasonably certain that we will exercise the option.

Supplemental balance sheet information related to our leases is as follows (in thousands):


		September 30, 2023		December 31, 2022
	Classification	(Unaudited)

Assets
Operating lease assets	Operating lease right-of-use assets	$	35,810	$	45,788
Finance lease assets	Other assets	77		135
Total lease assets		$	35,887	$	45,923

Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	4,363	$	2,650
Finance lease liabilities	Accrued expenses and other liabilities	84		77
Noncurrent:
Operating lease liabilities	Operating lease liabilities, less current portion	39,313		47,951
Finance lease liabilities	Other liabilities	—		64
Total lease liabilities		$	43,760	$	50,742

Information regarding our lease terms is as follows:

September 30,
2023

December 31,
2022

(Unaudited)

Weighted-average remaining lease term:

Operating leases

6.3 years

6.6 years

Finance leases

1.0 year

1.8 years

Weighted-average discount rate:

Operating leases

10.5

Finance leases

11.7

The components of lease expense consist of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)

Operating lease costs	$	2,768	$	2,841	$	8,611	$	8,091
Short-term lease costs	997		2,086		3,026		2,086
Finance lease costs (including right-of-use asset amortization and interest expense)	21		56		66		56
Variable lease costs	977		808		2,922		2,924
Total lease expense	$	4,763	$	5,791	$	14,625	$	13,157

Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands):


	Nine Months Ended September 30,
	2023		2022
	(Unaudited)

Cash paid for operating leases (excluding variable lease costs)	$	7,713	$	7,350
Financing cash flow from finance leases	57		40
Operating cash flow from finance leases	9		11


Years ending December 31:	Operating Leases		Finance Leases		Total

2023 (excluding the nine months ended September 30, 2023)	$	1,727	$	22	$	1,749
2024	10,199		66		10,265
2025	10,231		—		10,231
2026	8,334		—		8,334
2027	7,552		—		7,552
Thereafter	23,248		—		23,248
Total future minimum lease payments	61,291		88		61,379
Less: Interest	16,945		4		16,949
Less: Tenant improvement allowance receivable	670		—		670
Present value of lease liabilities	$	43,676	$	84	$	43,760

There have been no material changes related to our existing lease agreements from those disclosed in Note 8, Lease Arrangements, of the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K filed with the SEC on March 1, 2023.

Lease Arrangements

Supplemental balance sheet information related to our leases is as follows (in thousands):


		September 30, 2023		December 31, 2022
	Classification	(Unaudited)

Assets
Operating lease assets	Operating lease right-of-use assets	$	35,810	$	45,788
Finance lease assets	Other assets	77		135
Total lease assets		$	35,887	$	45,923

Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	4,363	$	2,650
Finance lease liabilities	Accrued expenses and other liabilities	84		77
Noncurrent:
Operating lease liabilities	Operating lease liabilities, less current portion	39,313		47,951
Finance lease liabilities	Other liabilities	—		64
Total lease liabilities		$	43,760	$	50,742

Information regarding our lease terms is as follows:

September 30,
2023

December 31,
2022

(Unaudited)

Weighted-average remaining lease term:

Operating leases

6.3 years

6.6 years

Finance leases

1.0 year

1.8 years

Weighted-average discount rate:

Operating leases

10.5

Finance leases

11.7

The components of lease expense consist of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)

Operating lease costs	$	2,768	$	2,841	$	8,611	$	8,091
Short-term lease costs	997		2,086		3,026		2,086
Finance lease costs (including right-of-use asset amortization and interest expense)	21		56		66		56
Variable lease costs	977		808		2,922		2,924
Total lease expense	$	4,763	$	5,791	$	14,625	$	13,157

Cash paid for amounts included in the measurement of lease liabilities is as follows (in thousands):


	Nine Months Ended September 30,
	2023		2022
	(Unaudited)

Cash paid for operating leases (excluding variable lease costs)	$	7,713	$	7,350
Financing cash flow from finance leases	57		40
Operating cash flow from finance leases	9		11


Years ending December 31:	Operating Leases		Finance Leases		Total

2023 (excluding the nine months ended September 30, 2023)	$	1,727	$	22	$	1,749
2024	10,199		66		10,265
2025	10,231		—		10,231
2026	8,334		—		8,334
2027	7,552		—		7,552
Thereafter	23,248		—		23,248
Total future minimum lease payments	61,291		88		61,379
Less: Interest	16,945		4		16,949
Less: Tenant improvement allowance receivable	670		—		670
Present value of lease liabilities	$	43,676	$	84	$	43,760

Related-Party Debt (Tables)

9 Months Ended

Sep. 30, 2023

Summary of Related-Party Debt

Our related-party debt is summarized below (in thousands):


	Balances at September 30, 2023
	Maturity Year	Interest Rate	Principal Amount		Less: Unamortized Discounts		Total
	(Unaudited)

Related-Party Nonconvertible Notes (1):


Nant Capital (2)	2024	Term SOFR + 8.0%	$	505,000	$	24,980	$	480,020
Related-Party Convertible Note at Fair Value:
Nant Capital (2)	2024	Term SOFR + 8.0%	$	30,000	$	—	$	28,281
Related-Party Convertible Note:
Nant Capital (3)	2026	Term SOFR + 8.0%	$	200,000	$	34,711	$	165,289

_______________


(1)			Includes $300.0 million note that is convertible at the company’s sole option in an event of default.
(2)			As of September 30, 2023, the interest rate on the related-party nonconvertible notes and convertible note at fair value was 13.39%.
(3)			As of September 30, 2023, the interest rate on the related-party convertible note was 13.31%.


	Balances at December 31, 2022
	Maturity Year	Interest Rate	Principal Amount		Accrued PIK Interest Added to Note		Less: Unamortized Discounts		Total

Related-Party Nonconvertible Notes:
Nant Capital (1)	2022	Term SOFR + 8.0%	$	475,000	$	—	$	43,099	$	431,901
Related-Party Convertible Notes:
Nant Capital	2025	5.0%	$	55,226	$	9,320	$	5,188	$	59,358
Nant Capital	2025	6.0%	50,000		7,039		4,068		52,971
Nant Capital	2025	6.0%	40,000		—		2,580		37,420
NantMobile	2025	3.0%	55,000		5,110		5,978		54,132
NCSC	2025	5.0%	33,000		7,684		3,294		37,390
Total related-party convertible notes			$	233,226	$	29,153	$	21,108	$	241,271

_______________


(1)			The interest rate on our related-party nonconvertible notes as of December 31, 2022 was 12.59%.

Summary of Estimated Future Contractual Obligations for Related-Party Debt

The following table summarizes the estimated future contractual obligations for our related-party debt as of September 30, 2023 (unaudited; in thousands):


	Principal Payments				Interest Payments (1)(2)
	Convertible Notes		Nonconvertible Notes		Convertible Notes		Nonconvertible Notes		Total

2023 (excluding the nine months ended September 30, 2023)	$	—	$	—	$	10,197	$	34,100	$	44,297
2024	30,000		505,000		30,732		67,829		633,561
2025	—		—		26,629		—		26,629
2026	200,000		—		18,531		—		218,531
Total principal and estimated interest due on related-party debt	$	230,000	$	505,000	$	86,089	$	101,929	$	923,018

_______________


(1)			Interest payments on our variable-rate notes are calculated based on Term SOFR plus the contractual spread per the loan agreements. As of September 30, 2023, the interest rate on the $200.0 million convertible note entered on September 11, 2023 was 13.31%, and the interest rate on the related-party nonconvertible notes and convertible note at fair value was 13.39%.
(2)			The 2023 interest payments include $19.5 million of interest expense for the three months ended September 30, 2023 that was paid subsequently to the financial statement date.

Subsequent Event (Detail) - $ / shares	Oct. 18, 2023	Sep. 30, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Common stock, shares authorized (in shares)		900,000,000	900,000,000
Common stock, par value (in dollars per share)		$ 0.0001	$ 0.0001
Subsequent Event
Subsequent Event [Line Items]
Common stock, shares authorized (in shares)	1,350,000,000
Common stock, par value (in dollars per share)	$ 0.0001
Preferred stock, par value (in dollars per share)	$ 0.0001
Preferred stock, shares authorized (in shares)	20,000,000

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Accounting Policies [Line Items]
Accumulated deficit	$ 2,728,292		$ 2,378,488
Net cash used in operating activities	251,486	$ 246,782
February 2023 Shelf Registration Statement
Accounting Policies [Line Items]
Available for future stock issuance	565,600
ATM Offering Program
Accounting Policies [Line Items]
Available for future stock issuance	$ 208,800

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2023	Nov. 03, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-37507
Entity Registrant Name	IMMUNITYBIO, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	43-1979754
Entity Address, Address Line One	3530 John Hopkins Court
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	844
Local Phone Number	696-5235
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	IBRX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		667,705,368
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001326110
Current Fiscal Year End Date	--12-31

Subsequent Event	9 Months Ended
Subsequent Event	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Event	Subsequent EventIncrease in Shares of Common Stock Authorized for IssuanceEffective October 18, 2023, we amended our Amended and Restated Certificate of Incorporation to increase the number of shares that the company is authorized to issue from 900.0 million shares of common stock, $0.0001 par value per share, to 1.350 billion shares of common stock, $0.0001 par value per share. The number of shares of preferred stock, $0.0001 par value per share, that the company is authorized to issue remains unchanged at 20.0 million shares.

Financial Statement Details - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Financial Statement Details [Abstract]
Depreciation expense related to property, plant and equipment	$ 4.1	$ 4.1	$ 12.4	$ 11.7

Stock-Based Compensation - Stock Based Compensation Expenses Related to Statement of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 14,449	$ 10,630	$ 36,389	$ 30,829
Research and development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	5,218	3,915	12,725	10,116
Selling, general and administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	9,231	6,715	23,664	20,713
Stock options
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	3,408	3,790	10,496	9,554
RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 11,041	$ 6,840	$ 25,893	$ 21,275

Related-Party Debt

9 Months Ended

Sep. 30, 2023

Related-Party Debt

Our related-party debt is summarized below (in thousands):


	Balances at September 30, 2023
	Maturity Year	Interest Rate	Principal Amount		Less: Unamortized Discounts		Total
	(Unaudited)

Related-Party Nonconvertible Notes (1):


Nant Capital (2)	2024	Term SOFR + 8.0%	$	505,000	$	24,980	$	480,020
Related-Party Convertible Note at Fair Value:
Nant Capital (2)	2024	Term SOFR + 8.0%	$	30,000	$	—	$	28,281
Related-Party Convertible Note:
Nant Capital (3)	2026	Term SOFR + 8.0%	$	200,000	$	34,711	$	165,289

_______________


(1)			Includes $300.0 million note that is convertible at the company’s sole option in an event of default.
(2)			As of September 30, 2023, the interest rate on the related-party nonconvertible notes and convertible note at fair value was 13.39%.
(3)			As of September 30, 2023, the interest rate on the related-party convertible note was 13.31%.


	Balances at December 31, 2022
	Maturity Year	Interest Rate	Principal Amount		Accrued PIK Interest Added to Note		Less: Unamortized Discounts		Total

Related-Party Nonconvertible Notes:
Nant Capital (1)	2022	Term SOFR + 8.0%	$	475,000	$	—	$	43,099	$	431,901
Related-Party Convertible Notes:
Nant Capital	2025	5.0%	$	55,226	$	9,320	$	5,188	$	59,358
Nant Capital	2025	6.0%	50,000		7,039		4,068		52,971
Nant Capital	2025	6.0%	40,000		—		2,580		37,420
NantMobile	2025	3.0%	55,000		5,110		5,978		54,132
NCSC	2025	5.0%	33,000		7,684		3,294		37,390
Total related-party convertible notes			$	233,226	$	29,153	$	21,108	$	241,271

_______________


(1)			The interest rate on our related-party nonconvertible notes as of December 31, 2022 was 12.59%.

The following table summarizes the estimated future contractual obligations for our related-party debt as of September 30, 2023 (unaudited; in thousands):


	Principal Payments				Interest Payments (1)(2)
	Convertible Notes		Nonconvertible Notes		Convertible Notes		Nonconvertible Notes		Total

2023 (excluding the nine months ended September 30, 2023)	$	—	$	—	$	10,197	$	34,100	$	44,297
2024	30,000		505,000		30,732		67,829		633,561
2025	—		—		26,629		—		26,629
2026	200,000		—		18,531		—		218,531
Total principal and estimated interest due on related-party debt	$	230,000	$	505,000	$	86,089	$	101,929	$	923,018

_______________


(1)			Interest payments on our variable-rate notes are calculated based on Term SOFR plus the contractual spread per the loan agreements. As of September 30, 2023, the interest rate on the $200.0 million convertible note entered on September 11, 2023 was 13.31%, and the interest rate on the related-party nonconvertible notes and convertible note at fair value was 13.39%.
(2)			The 2023 interest payments include $19.5 million of interest expense for the three months ended September 30, 2023 that was paid subsequently to the financial statement date.

Related-Party Convertible Note at Fair Value

On March 31, 2023, the company executed a $30.0 million promissory note with Nant Capital, an affiliated entity under common control of our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder. This note bears interest at Term SOFR plus 8.0% per annum. The outstanding principal amount and any accrued and unpaid interest are due on the earlier of December 31, 2023 or upon the occurrence and continuation of an Event of Default (as defined in the note). The interest on this note shall be paid on a quarterly basis beginning on June 30, 2023. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. Upon receipt of a written notice of prepayment from the company, the noteholder has the right, at its option, to convert all (but not less than all) the outstanding principal amount to be prepaid and the accrued and unpaid interest thereon (as specified in the notice of prepayment) into shares of the company’s common stock at a price of $2.28 per share. Additionally, the promissory note and accrued interest may be converted into shares of the company’s common stock at a conversion price of $2.28 per share (subject to appropriate adjustment from time to time for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event), at the option of the noteholder.

The company received net proceeds of $29.9 million from this financing, net of a $0.1 million origination fee paid to the noteholder. This note is accounted for under the ASC 825-10-15-4 FVO election. Under the FVO election, the note is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. With each such remeasurement, the note is adjusted to fair value, with the change in fair value recorded in other (expense) income, net, on the condensed consolidated statement of operations, except that the change in fair value resulting from a change in the instrument-specific credit risk is recorded as a component of other comprehensive income (loss), on the condensed consolidated statement of comprehensive loss.

On September 11, 2023, the company and Nant Capital entered into a letter agreement pursuant to which the maturity date of the $30.0 million related-party convertible promissory note described above was extended from December 31, 2023 to December 31, 2024.

As of September 30, 2023, we had a balance of $28.3 million in related-party convertible note at fair value, on the condensed consolidated balance sheet related to the convertible promissory note measured at fair value. During the three and nine months ended September 30, 2023, we recognized $8.3 million and $1.6 million, respectively, of change in estimated fair value related to the convertible promissory note, including $0.8 million related to the instrument-specific credit risk. During the three and nine months ended September 30, 2023, interest expense of $2.6 million and $3.6 million, respectively, was recorded in other expense, net, on the condensed consolidated statements of operations, related to the convertible promissory note recorded at fair value.

Additional Related-Party Convertible Notes

On August 31, 2022, the company amended and restated an aggregate of $315.1 million (including outstanding principal and accrued and unpaid interest) of fixed-rate promissory notes held by Nant Capital, NantWorks, NantMobile and NCSC, which are entities affiliated with Dr. Soon-Shiong. Prior to the amendments and restatements, these notes bore and thereafter continued to bear interest at a per annum rate ranging from 3.0% to 6.0%, provided that the outstanding principal was and thereafter continued to be due and payable on September 30, 2025, and accrued and unpaid interest was or continued to be payable either upon maturity or, with respect to one of the notes, on a quarterly basis. Prior to the amendments and restatements, the company could and thereafter continued to be able to prepay the outstanding principal (together with accrued and unpaid interest), either in whole or in part, at any time without premium or penalty and without the prior consent of the lender, subject to an advance notice period of at least five business days during which the lender could convert the amount requested to be prepaid by the company into shares of the company’s common stock, as part of the amendment and restatement.

The terms of these fixed-rate promissory notes were amended and restated to include a conversion feature that gave each lender, at its sole option, at any time (other than when the lender is in receipt of a written notice of prepayment from the borrower), the right to convert the entire outstanding principal amount and accrued and unpaid interest due under each note at the time of conversion into shares of the company’s common stock at a price of $5.67 per share. Upon receipt of a written notice of prepayment from the borrower, the lender had the right, at its option, to convert the outstanding principal amount to be prepaid and the accrued and unpaid interest thereon (as specified in the notice of prepayment) into shares of the company’s common stock at a price of $5.67 per share. No other material terms or conditions of these fixed-rate promissory notes were modified as part of the August 31, 2022 amendments and restatements.

On December 12, 2022, the company received written notice from NantWorks, the holder of an existing convertible promissory note of NantCell, Inc., a wholly-owned subsidiary of the company (the NantWorks Note), of its election to convert the entire outstanding principal and accrued interest under the NantWorks Note into shares of the company’s common stock. As of such date, the entire outstanding principal amount and accrued and unpaid interest due under the NantWorks Note was approximately $56.6 million, which was converted into 9,986,920 shares of the company’s common stock at a price of $5.67 per share in accordance with the terms of the NantWorks Note.

On September 11, 2023, the company entered into a stock purchase agreement with Nant Capital, NantMobile and NCSC (the “Purchasers”) pursuant to which the Purchasers exchanged all such fixed-rate promissory notes, representing approximately $270.0 million in aggregate principal amount and accrued and unpaid interest, in exchange for an aggregate of 209,291,936 shares of common stock at an exchange price of $1.29 per share. As a result of the exchange, the company is forever released and discharged from all its obligations and liabilities under the notes.

Also on September 11, 2023, the company executed a $200.0 million convertible promissory note with Nant Capital. The note bears interest at Term SOFR plus 8.0% per annum. The accrued interest shall be payable monthly, commencing on September 30, 2023. The outstanding principal amount and any accrued and unpaid interest are due on the earlier of (i) September 11, 2026 or (ii) upon the occurrence and during the continuance of an Event of Default (as defined in the note). We may prepay the outstanding principal amount, together with any accrued interest, at any time, in whole or in part, without premium or penalty upon five (5) days written notice to the noteholder. The holder has the sole option to convert all (but not less than all) of the outstanding principal amount and accrued but unpaid interest into shares of the company’s common stock at a conversion price of $1.935 per share (subject to appropriate adjustment from time to time for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event), provided that the company’s Amended and Restated Certificate of Incorporation was amended to increase the number of authorized shares of the company’s common stock to 1.350 billion shares. The amendment to the Amended and Restated Certificate of Incorporation became effective on October 18, 2023. The company received net proceeds of $199.0 million from this financing, net of a $1.0 million origination fee paid to the noteholder.

During the three months ended September 30, 2023 and 2022, interest expense of $3.9 million and $3.8 million, and amortization of debt discount of $1.9 million and $0.7 million, respectively, were recorded in other expense, net, on the condensed consolidated statements of operations, related to the convertible promissory notes that are not recorded at fair value. During the nine months ended September 30, 2023 and 2022, interest expense of $10.3 million and $11.2 million, and amortization of debt discount of $5.6 million and $0.7 million, respectively, were recorded in other expense, net, on the condensed consolidated statements of operations. The unamortized discount will be amortized over the remaining term of the $200.0 million convertible note at an effective interest rate of 21.3%.

Related-Party Nonconvertible Notes

On June 13, 2023, the company executed a $30.0 million promissory note with Nant Capital, an entity affiliated with Dr. Soon-Shiong. The company was able to request up to three (3) advances of $10.0 million each, pursuant to the note. The principal amount of each advance bears interest at Term SOFR plus 8.0% per annum. The accrued interest on any advance is payable on a quarterly basis. The outstanding principal amount and any accrued and unpaid interest on advances are due on the earlier of (i) December 31, 2023 or (ii) upon the occurrence and during the continuance of an Event of Default (as defined in the note). We may prepay the outstanding principal amount, together with any accrued interest, on any then-outstanding advances, at any time, in whole or in part, without premium or penalty, and without the prior consent of the noteholder upon five (5) days written notice to the holder. We received net proceeds of approximately $29.9 million from this promissory note, net of a $0.1 million origination fee paid to Nant Capital. During the three and nine months ended September 30, 2023, interest expense of $1.0 million and $1.1 million, and amortization of debt discount of $0.1 million and $0.1 million, respectively, were recorded in other expense, net, on the condensed consolidated statement of operations, related to this nonconvertible promissory note. The unamortized discount will be amortized over the remaining term of the note at an effective interest rate of 15.6%.

As of September 30, 2023, the company had a promissory note outstanding with Nant Capital for $300.0 million in principal and a carrying balance of $281.9 million, net of unamortized discount of $18.1 million. The note bears an interest rate of Term SOFR plus 8.0% per annum, payable on a quarterly basis. In the event of a default on the loan (as defined in both the original and amended and restated promissory notes), including if the company does not repay the loan at maturity, the company has the right, at its sole option, to convert the outstanding principal amount and accrued and unpaid interest due under this note into shares of the company’s common stock at a price of $5.67 per share. During the three months ended September 30, 2023 and 2022, interest expense of $10.1 million and $7.2 million, and amortization of debt discount of $7.8 million and $3.2 million, respectively, were recorded in other expense, net, on the condensed consolidated statement of operations, related to this nonconvertible promissory note. During the nine months ended September 30, 2023 and 2022, interest expense of $29.6 million and $17.3 million, and amortization of debt discount of $24.5 million and $3.9 million, respectively, were recorded in other expense, net, on the condensed consolidated statement of operations. The unamortized discount will be amortized over the remaining term of the note at an effective interest rate of 18.8%.

As of September 30, 2023, the company had a promissory note outstanding with Nant Capital for $125.0 million in principal and a carrying balance of $120.0 million, net of unamortized discount of $5.0 million. The note bears an interest rate of Term SOFR plus 8.0% per annum, payable on a quarterly basis. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. During the three months ended September 30, 2023 and 2022, interest expense of $4.2 million and $1.2 million, and amortization of debt discount of $1.6 million and $0.6 million, respectively, were recorded in other expense, net, on the condensed consolidated statement of operations, related to this nonconvertible promissory note. During the nine months ended September 30, 2023 and 2022, interest expense of $12.3 million and $1.2 million, and amortization of debt discount of $4.9 million and $0.6 million, respectively, were recorded in other expense, net, on the condensed consolidated statement of operations. The unamortized discount will be amortized over the remaining term of the note at an effective interest rate of 17.0%.

As of September 30, 2023, the company had a promissory note outstanding with Nant Capital for $50.0 million in principal and a carrying balance of $48.8 million, net of unamortized discount of $1.2 million. The note bears an interest rate of Term SOFR plus 8.0% per annum, payable on a quarterly basis. The company may prepay the outstanding promissory note, at any time, in whole or in part, without penalty. In the event of a Specified Transaction (as defined in the note), the noteholder can request the outstanding principal and interest due on the loan to be repaid in full upon consummation of such Specified Transaction. During the three and nine months ended September 30, 2023, interest expense of $1.7 million and $4.9 million, and amortization of debt discount of $0.1 million and $0.2 million, respectively, were recorded in other expense, net, on the condensed consolidated statement of operations, related to this nonconvertible promissory note. The unamortized discount will be amortized over the remaining term of the note at an effective interest rate of 15.5%.

On September 11, 2023, the company and Nant Capital entered into a series of letter agreements pursuant to which the maturity date of the related-party nonconvertible notes described above totaling $505.0 million in principal was extended from December 31, 2023 to December 31, 2024. No other material terms or conditions of these promissory notes were modified.

Since all of the above promissory notes were entered into or amended at the same time on September 11, 2023 and with entities under common control, the company determined that the promissory notes were required to be evaluated collectively to accurately capture the economics of the transactions entered in contemplation of each other and contemporaneously. Pursuant to ASC 470-50, as the terms of the amendment were not substantially different than the terms of the promissory notes prior to the amendment, the amendment was accounted for as a debt modification. The unamortized debt discounts from the promissory notes are being amortized as an adjustment to interest expense over the remaining term of modified promissory notes that are not recorded at fair value using the effective interest method. Also, a $29.6 million increase in fair value of the embedded conversion feature from the debt modification was accounted for as a debt discount to the $200.0 million convertible note that is not recorded at fair value, and a $1.6 million increase in fair value of the embedded conversion feature related to the promissory note recorded at fair value was accounted for as interest expense during the three months ended September 30, 2023. Such increase in fair values of the embedded conversion features totaling $31.2 million has been recorded with a corresponding increase in additional paid-in capital.Related-Party Agreements

We conduct business with several affiliates under written agreements and informal arrangements. Below is a summary of outstanding balances and a description of significant relationships (in thousands):


	September 30, 2023		December 31, 2022
	(Unaudited)


Due from related party–NantBio	$	1,294	$	1,294
Due from related party–NantWorks	867		—
Due from related party–Brink	41		271
Due from related parties–Various	123		325
Total due from related parties	$	2,325	$	1,890

Due to related party–NantBio	$	943	$	943
Due to related party–Duley Road	121		1,431
Due to related party–the Clinic	208		109
Due to related party–NantWorks	—		986


Total due to related parties	$	1,272	$	3,469

Our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder founded and has a controlling interest in NantWorks, which is a collection of companies in the healthcare and technology space. As described below, we have entered into arrangements with NantWorks, and certain affiliates of NantWorks, to facilitate the development of new immunotherapies for our product pipeline. Affiliates of NantWorks are also affiliates of the company due to the common control by and/or common ownership interest of our Executive Chairman, Global Chief Scientific and Medical Officer, and principal stockholder.

NantWorks, LLC

Shared Services Agreement

Under the amended and restated shared services agreement with NantWorks dated as of June 2016, but effective as of August 2015, NantWorks, a related party, provides corporate, general and administrative, certain research and development, and other support services. We are charged for the services at cost plus reasonable allocations of employee benefits, facilities, and other direct or fairly allocated indirect costs that relate to the employees providing the services. During the three months ended September 30, 2023 and 2022, we recorded $0.5 million and $0.6 million, respectively, in selling, general and administrative expense, and $0.6 million and $0.3 million of expense reimbursements, respectively, under this arrangement in research and development expense, on the condensed consolidated statements of operations. During the nine months ended September 30, 2023 and 2022, we recorded $2.4 million and $3.0 million, respectively, in selling, general and administrative expense, and $1.6 million and $0.6 million of expense reimbursements, respectively, under this arrangement in research and development expense, on the condensed consolidated statements of operations. These amounts exclude certain general and administrative expenses provided by third-party vendors directly for our benefit, which were reimbursed to NantWorks based on those vendors’ invoiced amounts without markup by NantWorks.

As of September 30, 2023 and December 31, 2022, we had a receivable of $0.9 million and a payable of $1.0 million, respectively, for all agreements with NantWorks, which are included in due from/due to related parties, on the condensed consolidated balance sheets. We also recorded $2.1 million and $2.0 million of prepaid expenses for various services that we expect will be passed through to the company from NantWorks as of September 30, 2023 and December 31, 2022, respectively, which are included in prepaid expenses and other current assets, on the condensed consolidated balance sheets.

Facility License Agreement

In 2015, we entered into a facility license agreement with NantWorks for approximately 9,500 rentable square feet of office space in Culver City, California, which was converted to a research and development laboratory and a cGMP manufacturing facility. In 2020, we amended this agreement to extend the term of this license agreement through December 31, 2021. Commencing on January 1, 2022, the license fee increased by 3% to approximately $56,120 per month.

On May 6, 2022, we amended our facility license agreement with NantWorks to expand the licensed premises by 36,830 rentable square feet to an aggregate total of 46,330 rentable square feet. Effective May 1, 2022, the license fee is approximately $273,700 per month, which is subject to a 3% increase commencing on January 1 of each year. The space continues to be rented on a month-to-month basis, which can be terminated by either party with at least 30 days’ prior written notice to the other party. We recorded license fee expense for this facility totaling $0.8 million for both the three months ended September 30, 2023 and 2022, and $2.5 million and $1.6 million during the nine months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations.

Immuno-Oncology Clinic, Inc.

We have entered into multiple agreements with the Clinic to conduct clinical trials related to certain of our product candidates. The Clinic is a related party as it is owned by an officer of the company and NantWorks manages the administrative operations of the Clinic.

In 2021, we completed a review of alternative structures that could support our more complex clinical trial requirements and made a decision to explore a potential transition of clinical trials at the Clinic to a new structure (including contracting with a new, non-affiliated professional corporation) to be determined and agreed upon by all parties. We continue discussions with potential partners around alternative structures.

Related to clinical trial and transition services provided by the Clinic, we recorded expense of $0.5 million and $0.6 million during the three months ended September 30, 2023 and 2022, and $1.9 million and $2.0 million during the nine months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations. As of September 30, 2023 and December 31, 2022, we owed the Clinic $0.2 million and $0.1 million, respectively, which are included in due to related parties, on the condensed consolidated balance sheets.

NantBio, Inc.

In August 2018, we entered into a supply agreement with NCSC, a 60% owned subsidiary of NantBio (with the other 40% owned by Sorrento). Under this agreement, we agreed to supply VivaBioCell’s proprietary GMP-in-a-Box bioreactors and related consumables, made according to specifications mutually agreed to with both companies. The agreement has an initial term of five years and renews automatically for successive one-year terms unless terminated by either party in the event of material default upon prior written notice of such default and the failure of the defaulting party to remedy the default within 30 days of the delivery of such notice, or upon 90 days’ prior written notice by NCSC.

We recognized no revenue during the three and nine months ended September 30, 2023 and 2022, respectively. We recorded $0.1 million of deferred revenue for bioreactors that were delivered but not installed in accrued expenses and other liabilities, on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023 and December 31, 2022, we recorded a payable of $0.9 million, respectively, in due to related parties, on the condensed consolidated balance sheets related to this agreement.

In 2018, we entered into a shared service agreement pursuant to which we are charged for services at cost, without mark-up or profit by NantBio, but including reasonable allocations of employee benefits that relate to the employees providing the services. In April 2019, we agreed with NantBio to transfer certain NantBio employees and associated research and development projects to the company. As of September 30, 2023 and December 31, 2022, we recorded a receivable of $1.3 million in due from related parties, respectively, on the condensed consolidated balance sheets for amounts we paid on behalf of NantBio during the year ended December 31, 2019.

605 Doug St, LLC

In September 2016, we entered into a lease agreement with 605 Doug St, LLC, an entity owned by our Executive Chairman and Global Chief Scientific and Medical Officer, for approximately 24,250 rentable square feet in El Segundo, California, which has been converted to a research and development laboratory and a cGMP manufacturing facility. The lease term was from July 2016 through July 2023. In June 2023, we exercised the option to extend the lease for one additional three-year term through July 2026. The base rent is approximately $72,385 per month, with annual increases of 3% that began in July 2017. We recorded lease expense for this facility of $0.2 million for the three months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations. We recorded lease expense for this facility of $0.7 million for the nine months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations.

Duley Road, LLC

In February 2017, we entered into a lease agreement with Duley Road, a related party that is indirectly controlled by our Executive Chairman and Global Chief Scientific and Medical Officer, for approximately 11,980 rentable square feet of office and cGMP manufacturing facility space in El Segundo, California. The lease term is from February 2017 through October 2024. We have the option to extend the initial term for two consecutive five-year periods through October 2034. The base rent is approximately $40,700 per month, with annual increases of 3%. Effective October 3, 2023, we exercised the first option to extend the lease for one additional five-year term through October 31, 2029.

Effective in January 2019, we entered into two lease agreements with Duley Road for a second building located in El Segundo, California. The first lease is for the first floor of the building with approximately 5,650 rentable square feet. The lease has a seven-year term commencing in September 2019. The second lease is for the second floor of the building with approximately 6,488 rentable square feet. The lease has a seven-year term commencing in July 2019. Both floors of the building are used for research and development and office space. We have options to extend the initial terms of both leases for two consecutive five-year periods through 2036. The base rent for the two leases is approximately $35,800 per month, with annual increases of 3%.

We recorded rent expense for these leases totaling $0.2 million for the three months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations. We recorded rent expense for these leases totaling $0.6 million for the nine months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations. As of September 30, 2023 and December 31, 2022, we recorded $0.1 million and $1.4 million of lease-related payables to Duley Road, respectively, in due to related parties, on the condensed consolidated balance sheets.

605 Nash, LLC

In February 2021, but effective on January 1, 2021, we entered into a lease agreement with 605 Nash, a related party, whereby we leased approximately 6,883 rentable square feet (the Initial Premises) in a two-story mixed-use building containing approximately 64,643 rentable square feet at 605-607 Nash Street in El Segundo, California. This facility is used primarily for pharmaceutical development and manufacturing purposes. The lease term commenced in January 2021 and expires in December 2027, and includes an option to extend the lease for one three-year term through December 2030. The base rent is approximately $20,300 per month with an annual increase of 3% on January 1 of each year during the initial term and, if applicable, during the option term. In addition, under the agreement, we are required to pay our share of estimated property taxes and operating expenses.

In May 2021, but effective on April 1, 2021, we entered into an amendment to our Initial Premises lease with 605 Nash. The amendment expanded the leased square feet by approximately 57,760 rentable square feet (the Expansion Premises). The lease term of the Expansion Premises commenced in April 2021 and expires in March 2028, whereby the company has one option to extend the initial term for three years. Per the terms of the amendment, the term of the Initial Premises lease was extended for an additional three months and now expires on March 31, 2028. Base rent for the Expansion Premises is approximately $170,400 per month with annual increases of 3% on April 1 of each year. We are responsible for the build out of the facility space and associated costs.

We recorded rent expense for the Initial and Expansion Premises leases totaling $0.5 million for the three months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations. We recorded rent expense for the Initial and Expansion Premises leases totaling $1.6 million for the nine months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations. The terms of the initial and amended leases provided for tenant improvement allowances totaling $2.9 million for costs and expenses related to improvements made by us to the Initial and Expansion Premises, which were received from the landlord during the three months ended June 30, 2023.

420 Nash, LLC

On September 27, 2021, we entered into a lease agreement with 420 Nash, LLC, a related party, whereby we leased an approximately 19,125 rentable square foot property located at 420 Nash Street, El Segundo, California, to be used primarily for the warehousing and storage of drug manufacturing supplies, products and equipment and ancillary office space.

Under the terms of the lease agreement, the lease term began on October 1, 2021 and expires on September 30, 2026. The base rent is approximately $38,250 per month with an annual increase of 3% on October 1 of each year beginning in 2022 during the initial term. The company is responsible for the payment of real property taxes, repairs and maintenance, improvements, insurance and operating expenses during the term of the lease.

The company has options to extend the lease term for two additional consecutive periods of five years each. At the beginning of each option term, the initial monthly base rent will be adjusted to market rent (as defined in the lease agreement) with an annual increase of 3% during the option term. We have included the first option to extend the lease term for five years as part of the initial term of the lease as it is reasonably certain that we will exercise the option, which implies lease expiration in September 2031. We recorded $0.1 million of rent expense for this lease for the three months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations. We recorded $0.4 million of rent expense for this lease for the nine months ended September 30, 2023 and 2022, respectively, in research and development expense, on the condensed consolidated statements of operations.

23 Alaska, LLC

On May 6, 2022, we entered into a lease agreement with 23 Alaska, LLC, a related party, for a 47,265 rentable square foot facility located at 2335 Alaska Ave., El Segundo, California, to be used primarily for pharmaceutical development and manufacturing, research and development, and office space.

Under the terms of the agreement, the lease term began on May 1, 2022 and was to expire on April 30, 2027. The base rent was approximately $139,400 per month with an annual increase of 3% on May 1 of each year beginning in 2023 during the initial term. We were also required to pay $7,600 per month for parking during the initial term. The company was responsible for the payment of real property taxes, repairs and maintenance, improvements, insurance, and operating expenses during the term of the lease.

Effective August 31, 2023, we executed a lease termination agreement with the lessor under which we received a full refund of the security deposit totaling $0.1 million that we paid upon execution of the lease. For the three months ended September 30, 2023 and 2022, we recorded $0.3 million and $0.4 million of rent expense for this lease, respectively, in research and development expense, on the condensed consolidated statements of operations. For the nine months ended September 30, 2023 and 2022, we recorded $1.2 million and $0.6 million of rent expense for this lease, respectively, in research and development expense, on the condensed consolidated statements of operations. We recognized a gain of $0.6 million on the disposal of this lease during the three months ended September 30, 2023 in research and development expense, on the condensed consolidated statement of operations.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Related-Party Agreements - Summary of Outstanding Balances of Related-Party Agreements (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Due from related parties	$ 2,325	$ 1,890
Related Party
Related Party Transaction [Line Items]
Due from related parties	2,325	1,890
Accounts payable and due to related parties	1,272	3,469
Related Party \| NantBio
Related Party Transaction [Line Items]
Due from related parties	1,294	1,294
Accounts payable and due to related parties	943	943
Related Party \| NantWorks
Related Party Transaction [Line Items]
Due from related parties	867	0
Accounts payable and due to related parties	0	986
Related Party \| Brink Biologics, Inc.
Related Party Transaction [Line Items]
Due from related parties	41	271
Related Party \| Various
Related Party Transaction [Line Items]
Due from related parties	123	325
Related Party \| Duley Road, LLC
Related Party Transaction [Line Items]
Accounts payable and due to related parties	121	1,431
Related Party \| Immuno-Oncology Clinic, Inc.
Related Party Transaction [Line Items]
Accounts payable and due to related parties	$ 208	$ 109

Warrant Liabilities	9 Months Ended
Warrant Liabilities	Sep. 30, 2023
Equity [Abstract]
Warrant Liabilities	Warrant Liabilities December 2022 Warrants On December 12, 2022, in connection with the sale of 9,090,909 shares of our common stock to an institutional investor, we entered into a warrant agreement that allows such investor to purchase up to 9,090,909 shares at an exercise price of $6.60 per share. We classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model. The fair value of the warrants was estimated at $35.1 million at the issuance date. Of the total placement agent fees and other offering costs of $3.0 million, $1.1 million was allocated to the warrants and recorded in other expense, net, on the condensed consolidated statement of operations on the date of the transaction. As of September 30, 2023, all 9,090,909 underlying warrants were outstanding, As of September 30, 2023 and December 31, 2022, the estimated fair value of the warrants were $5.0 million and $21.6 million, respectively. The decrease in fair value of $16.6 million was recorded in other expense, net, on the condensed consolidated statement of operations during the nine months ended September 30, 2023. February 2023 Warrants On February 15, 2023, in connection with the sale of 14,072,615 shares of our common stock to institutional investors, we entered into a warrant agreement that allows such investors to purchase up to 14,072,615 shares at an exercise price of $4.2636 per share. We classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model. The fair value of warrants was estimated at $23.7 million at the issuance date. Of the total placement agent fees and other offering costs of $3.0 million, $1.0 million was allocated to the warrants and recorded in other expense, net, on the condensed consolidated statement of operations on the date of the transaction. On July 25, 2023, the company amended the terms of the warrant, reducing the exercise price of the warrants from $4.2636 per share to $3.2946 per share and extending the expiration date of the warrants until July 24, 2026. Since the warrants were classified as liabilities and measured at fair value, we recognized the change of $7.3 million in fair value of warrant liability in earnings due to the warrant modification. As of September 30, 2023, all 14,072,615 underlying warrants were outstanding, with an estimated fair value of $16.9 million. The decrease in fair value of $6.8 million was recorded in other expense, net, on the condensed consolidated statement of operations during the nine months ended September 30, 2023. July 2023 Warrants On July 20, 2023, in connection with the sale of 14,569,296 shares of our common stock to institutional investors, we entered into a warrant agreement that allows such investors to purchase up to 14,569,296 shares at an exercise price of $3.2946 per share. We classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model. The fair value of warrants was estimated at $25.8 million at the issuance date. Of the total placement agent fees and other offering costs of $2.5 million, $1.0 million was allocated to the warrants and recorded in other expense, net, on the condensed consolidated statement of operations on the date of the transaction. As of September 30, 2023, all 14,569,296 underlying warrants were outstanding, with an estimated fair value of $17.5 million. The decrease in fair value of $8.4 million was recorded in other expense, net, on the condensed consolidated statement of operations during the nine months ended September 30, 2023.

Related-Party Agreements (Tables)

9 Months Ended

Sep. 30, 2023

Summary of Outstanding Balances of Related-Party Agreements

Below is a summary of outstanding balances and a description of significant relationships (in thousands):


	September 30, 2023		December 31, 2022
	(Unaudited)


Due from related party–NantBio	$	1,294	$	1,294
Due from related party–NantWorks	867		—
Due from related party–Brink	41		271
Due from related parties–Various	123		325
Total due from related parties	$	2,325	$	1,890

Due to related party–NantBio	$	943	$	943
Due to related party–Duley Road	121		1,431
Due to related party–the Clinic	208		109
Due to related party–NantWorks	—		986


Total due to related parties	$	1,272	$	3,469

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

Use of Estimates

Warrants

Fair Value Option Election

The company accounts for a convertible note issued during the nine months ended September 30, 2023 under the FVO election of ASC Topic 825, Financial Instruments (ASC 825), as discussed below.

Debt Modification

Basic and Diluted Net Loss per Share of Common Stock


	As of September 30,
	2023	2022
	(Unaudited)

Related-party convertible notes	116,517,067	55,685,000
Outstanding third-party warrants	37,732,820	—
Outstanding stock options	9,861,676	9,340,177
Outstanding RSUs	8,603,816	6,948,527
Outstanding related-party warrants	1,638,000	1,638,000
Total	174,353,379	73,611,704

Recent Accounting Pronouncements

Application of New or Revised Accounting Standards – Not Yet Adopted

Fair Value Measurements

The three tiers are defined as follows:

•Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Securities Excluded from the Computation of Potentially Dilutive Securities

The following table details those securities that have been excluded from the computation of potentially dilutive securities:


	As of September 30,
	2023	2022
	(Unaudited)

Related-party convertible notes	116,517,067	55,685,000
Outstanding third-party warrants	37,732,820	—
Outstanding stock options	9,861,676	9,340,177
Outstanding RSUs	8,603,816	6,948,527
Outstanding related-party warrants	1,638,000	1,638,000
Total	174,353,379	73,611,704

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Contingent Consideration Related to Business Combinations VivaBioCell, S.p.A. In April 2015, NantWorks, a related party, acquired a 100% interest in VivaBioCell through its wholly-owned subsidiary, VBC Holdings for $0.7 million, less working capital adjustments. In June 2015, NantWorks contributed its equity interest in VBC Holdings to the company, in exchange for cash consideration equal to its cost basis in the investment. VivaBioCell develops bioreactors and products based on cell culture and tissue engineering in Italy. In connection with our acquisition of VBC, we are obligated to pay the former owners contingent consideration upon the achievement of certain milestones related to the GMP-in-a-Box technology. A clinical milestone totaling $0.8 million was earned by the former owners of VivaBioCell, of which $0.4 million was paid during 2021, with the remaining clinical obligation settled in September 2022. If a government agency unconditionally approves the GMP-in-a-Box technology for commercial sale (the regulatory milestone) in the future, we will be obligated to pay an additional approximately $2.1 million to the former owners. Altor BioScience Corporation In connection with the 2017 acquisition of Altor, we issued CVRs under which we agreed to pay the prior stockholders of Altor approximately $304.0 million of contingent consideration upon the successful regulatory approval of a BLA by the FDA, or foreign equivalent, for N-803 by December 31, 2022 and approximately $304.0 million of contingent consideration upon calendar-year worldwide net sales of N-803 exceeding $1.0 billion prior to December 31, 2026, with amounts payable in cash or shares of our common stock or a combination thereof. As the transaction was recorded as an asset acquisition, future CVR payments will be recorded when the corresponding events are probable of achievement, or the consideration becomes payable. With respect to the regulatory milestone CVR agreement, in May 2022 we announced the submission of a BLA to the FDA for our product candidate, Anktiva (N-803) in combination with BCG for the treatment of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease. On May 9, 2023, the FDA delivered a CRL to us regarding the BLA filed in May 2022 indicating that the FDA had determined that it could not approve the original BLA in its initial form, and the FDA made recommendations to address the issues raised. On October 23, 2023, we announced that we had completed the resubmission of the BLA addressing the issues in the CRL. On October 26, 2023, we announced that the FDA had accepted our BLA resubmission for review and considered it as a complete response to the CRL. The FDA has set a new user fee goal date (PDUFA date) of April 23, 2024. The FDA did not approve our BLA on or before December 31, 2022, and therefore the regulatory milestone was not met, and the regulatory milestone CVR agreement terminated in accordance with its terms. With respect to the net sales milestone CVR agreement, as of September 30, 2023 Dr. Patrick Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer, and his related party hold approximately $139.8 million of net sales CVRs, and they have both irrevocably agreed to receive shares of the company’s common stock in satisfaction of their CVRs. We may be required to pay the other prior Altor stockholders up to $164.2 million for their net sales CVRs should they choose to have their CVRs paid in cash instead of shares of the company’s common stock. Litigation From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. If we are served with any such complaints, we will assess at that time any contingencies for which we may need to reserve. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Altor BioScience, LLC Litigation In 2017, NantCell announced it had entered into a definitive merger agreement to acquire Altor. An action captioned Gray v. Soon-Shiong, et al. was filed in Delaware Chancery Court by plaintiffs Clayland Boyden Gray (Gray) and Adam R. Waldman. The plaintiffs, two minority stockholders, asserted claims against the company and other defendants for (1) breach of fiduciary duty and (2) aiding and abetting breach of fiduciary duty and filed a motion to enjoin the merger. The court denied the motion and permitted the merger to close. Subsequent to the close of the merger, in 2017 the plaintiffs (joined by two additional minority stockholders, Barbara Sturm Waldman and Douglas E. Henderson (Henderson)) filed a second amended complaint, including appraisal claims, and which the defendants subsequently moved to dismiss. In a second action, Dyad Pharmaceutical Corporation (Dyad) filed a petition in Delaware Chancery Court for appraisal in connection with the merger. The defendants moved to dismiss the appraisal petition in 2018. The court issued an oral ruling in 2019 that dismissed certain claims and dismissed Altor from the action. The following claims remained: (a) the appraisal claims by all plaintiffs and Dyad (against Altor BioScience, LLC), and (b) Henderson’s claims for breach of fiduciary duty and aiding and abetting breach of fiduciary duty. In 2019, the court issued a written order implementing its ruling on the defendants’ motions (the Implementing Order). In the Implementing Order, the court confirmed that all fiduciary duty claims brought by Gray, both individually and as trustee of the Gordon Gray Trust f/b/o C. Boyden Gray, were dismissed. The plaintiffs then moved for leave to file a third amended complaint to add two former Altor stockholders as plaintiffs and a fiduciary duty claim on behalf of a purported class of former Altor stockholders, which the defendants opposed. In 2020, the court granted the plaintiffs’ motion, and the plaintiffs filed the third amended complaint. In 2020, the defendants answered the third amended complaint and asserted counterclaims against the plaintiffs. The defendants sought damages for attorneys’ fees and costs incurred as a result of the breaches of “standstill” agreements and of stockholder releases. The plaintiffs filed an answer denying the counterclaims and asserting defenses. The shares of the former Altor stockholders seeking appraisal met the definition of dissenting shares under the merger agreement and were not entitled to receive any portion of the merger consideration at the closing date, given that those shares were the subject of the above-described appraisal claims. In late March 2022, the company agreed to the terms of a settlement with the appraisal petitioners, without any admission of liability or fault. The settlement provided that in exchange for complete releases, the appraisal petitioners, who as a group held 3,167,565 dissenting Altor shares, collectively would receive an aggregate of 2,229,296 shares of the company’s common stock issued in a private placement, plus an aggregate of $21.13 in cash in lieu of fractional shares. The company’s Board of Directors approved the settlement and stock issuance in April 2022, and the court approved the settlement and dismissed the appraisal petitioners’ claims on July 9, 2022. On July 9, 2022, the company issued 2,229,296 shares of its common stock with an aggregate market value of $10.7 million, based on the closing price of its common stock on the Nasdaq as of July 8, 2022, to the appraisal petitioners pursuant to the court-approved settlement agreement. In late April 2022, the company also agreed to the terms of a settlement with the putative class plaintiffs without any admission of liability or fault. In exchange for class-wide releases, the company committed to make a settlement payment of $5.0 million in cash by December 31, 2022. On December 8, 2022, the Delaware Court of Chancery entered a final judgment approving the settlement, and the company timely made the $5.0 million settlement payment. Sorrento Therapeutics, Inc. Litigation Sorrento, derivatively on behalf of NANTibody filed an action in the Superior Court of California, Los Angeles County (the Superior Court) against the company’s subsidiary NantCell, Dr. Soon-Shiong, and Charles Kim. The action alleged that the defendants improperly caused NANTibody to acquire IgDraSol from NantPharma and sought to have the transaction undone and the purchase amount returned to NANTibody. In 2019, we filed a demurrer to several causes of action alleged in the Superior Court action, and Sorrento filed an amended complaint, eliminating Mr. Kim as a defendant and dropping the causes of action we had challenged in our demurrer. Trial had been set to commence in Sorrento’s Superior Court action on August 7, 2023, but on July 24, 2023 the Superior Court vacated the August 7, 2023 trial date at the parties’ request in light of the pending settlement discussed below. Also in 2019, the company and Dr. Soon-Shiong filed cross-claims in the Superior Court action against Sorrento and its Chief Executive Officer Henry Ji, asserting claims for fraud, breach of contract, breach of the covenant of good faith and fair dealing, tortious interference with contract, unjust enrichment, and declaratory relief. Our claims alleged that Dr. Ji and Sorrento breached the terms of an exclusive license agreement between the company and Sorrento related to Sorrento’s antibody library and that Sorrento did not perform its obligations under the exclusive license agreement. The Superior Court ruled that the company’s claims should be pursued in arbitration and that Dr. Soon-Shiong’s claims could be pursued in Superior Court. In 2019, the company, along with NANTibody, filed an arbitration against Sorrento and Dr. Ji asserting our claims relating to the exclusive license agreement. Sorrento filed counterclaims against the company and NANTibody in the arbitration. The hearings in the NANTibody arbitration commenced in April 2021 and concluded in early August 2021. After post-hearing briefing was concluded, the parties were notified on November 30, 2021 that the arbitrator in the NANTibody arbitration had passed away. A substitute arbitrator was appointed on February 25, 2022, and the parties worked with the substitute arbitrator to conclude the proceedings. Additional hearing sessions were held in May and July 2022, and summations took place on August 2, 2022. On December 2, 2022, the arbitrator issued a final award finding that Sorrento had breached the two exclusive license agreements with NantCell and NANTibody. The arbitrator awarded NantCell approximately $156.8 million and NANTibody approximately $16.7 million, plus post-award interest accruing at a daily rate. On December 21, 2022, NantCell and NANTibody filed petitions in the Superior Court to confirm the arbitration award; on January 16, 2023, Sorrento filed a response to the petitions and moved to vacate the award. On February 7, 2023, after a hearing, the Superior Court entered orders confirming the arbitration award and denying Sorrento’s motion to vacate. The Superior Court entered judgments against Sorrento in the aggregate amount of approximately $176.4 million plus 10% post-judgment interest, of which approximately $159.4 million was payable to NantCell, and the remainder of which was payable to NANTibody. On February 13, 2023, Sorrento informed counsel to the company that it had filed a Chapter 11 proceeding in the U.S. District Court for the Southern District of Texas, In re: Sorrento Therapeutics, Inc., et al., Case No. 23-90085 (DRJ), Docket Entry 810. On June 6, 2023, Sorrento filed a motion in its Chapter 11 proceeding for entry of an order approving and implementing a mediation settlement reached with the company and other entities. The settlement involved two possible scenarios: Either, if Sorrento were to raise an amount needed to pay its debtor in possession lender and its unsecured creditors by August 31, 2023, Sorrento would pay those obligations, including the judgments held by NantCell and NANTibody, by 2:00 p.m. ET on August 31, 2023 and be free to proceed with pending litigation; or, failing that, the judgments would be released, the litigation claims would be released, including, without limitation, the Superior Court action discussed above, Sorrento would relinquish its interests in NANTibody and certain other entities, Sorrento would forfeit its rights to any payments from NantCell arising out of its antibody exclusive license agreement with NantCell (rights to PD-L1), and certain other provisions not impacting the company would be implemented as described in the motion. On August 14, 2023, the United States Bankruptcy Court for the Southern District of Texas issued an order approving the settlement described above, such that the settlement became binding on the parties. As of 2:00 p.m. ET on August 31, 2023, Sorrento had not paid the judgments held by NantCell and NANTibody. Accordingly, in relevant part to the company and NantCell, a mutual release of claims became effective such that the aforementioned judgments were released, the litigation claims were released including, without limitation, the derivative litigation against NantCell described above, Sorrento relinquished its interests in NANTibody, and Sorrento forfeited its rights to any payments from NantCell arising out of its antibody exclusive license agreement with NantCell, including any royalties associated with the company’s engineered NK cell therapy in Phase 2 clinical trials, PD-L1 t-haNK. As a result of the settlement, the parties filed dismissals of the litigation matters discussed above. After the settlement, the company’s ownership in NANTibody increased from 60% to 100%, and, as a result, the carrying amount of the noncontrolling interest of $4.2 million was adjusted and recognized in additional paid-in capital attributable to the company. Shenzhen Beike Biotechnology Co. Ltd. Arbitration In 2020, we received a Request for Arbitration before the International Chamber of Commerce, International Court of Arbitration. The arbitration relates to a license, development, and commercialization agreement that Altor entered into with Beike in 2014, which agreement was amended and restated in 2017, pursuant to which Altor granted to Beike an exclusive license to use, research, develop and commercialize products based on N-803 in China for human therapeutic uses. In the arbitration, Beike is asserting a claim for breach of contract under the license agreement. Among other things, Beike alleges that we failed to use commercially reasonable efforts to deliver to Beike materials and data related to N-803. Beike is seeking specific performance and declaratory relief for the alleged breaches. On September 25, 2020, the parties entered into a standstill and tolling agreement (standstill agreement) under which, among other things, the parties affirmed they would perform certain of their obligations under the license agreement by specified dates and agreed that all deadlines in the arbitration were indefinitely extended. The standstill agreement could be terminated by any party on ten calendar days’ notice, and upon termination, the parties had the right to pursue claims arising from the license agreement in any appropriate tribunal. On March 20, 2023, we terminated the standstill agreement, and on April 11, 2023, Beike served an amended Request for Arbitration. We served an Answer and Counterclaims on May 19, 2023. Beike served a Reply to our counterclaims on June 21, 2023. Given that no discovery has occurred, it remains too early to evaluate the likely outcome of the case or to estimate any range of potential loss. We believe the claims asserted against the company lack merit and intend to defend the case, and to pursue or counterclaims, vigorously. Securities Class Action On June 30, 2023, a putative securities class action complaint, captioned Salzman v. ImmunityBio, Inc. et al., No. 3:23-cv-01216-BEN-WVG, was filed in the U.S. District Court for the Southern District of California against the company and three of its officers and/or directors, asserting violations of Sections 10(b) and 20(a) of the Exchange Act. Stemming from the company’s disclosure on May 11, 2023 that it had received an FDA CRL stating, among other things, that it could not approve the company’s BLA for its product candidate, Anktiva in combination with BCG for the treatment of patients with BCG-unresponsive NMIBC with CIS with or without Ta or T1 disease, in its present form due to deficiencies related to its pre-license inspection of the company’s third-party CMOs, the complaint alleges that the defendants had previously made materially false and misleading statements and/or omitted material adverse facts regarding its third-party clinical manufacturing organizations and the prospects for regulatory approval of the BLA. The district court appointed a lead plaintiff and approved lead counsel on September 27, 2023. Lead plaintiff must file or designate a consolidated complaint by November 17, 2023. Defendants must file their anticipated motion to dismiss the consolidated complaint by January 8, 2024. The company believes the lawsuit is without merit and intends to defend the case vigorously. The company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in this action. If an unfavorable outcome were to occur, it is possible that the impact could be material to the company’s results of operations in the period(s) in which any such outcome becomes probable and estimable. Stipulation of Settlement In 2019, following approval by our Board of Directors, we entered into a settlement agreement (the Stipulation of Settlement) with three stockholders of the company, each of whom had submitted a stockholder demand for the Board of Directors to take action to remedy purported harm to the company resulting from certain alleged wrongful conduct concerning, among other things, disclosures about Dr. Soon-Shiong’s compensation and a related-party lease agreement. The Stipulation of Settlement called for us to adopt certain governance changes, and for the three stockholders to file a stockholder derivative action in the Superior Court of the State of California, County of San Diego, followed by an application for court approval of the Stipulation of Settlement. The court entered an order preliminarily approving the Stipulation of Settlement. Pursuant to the Stipulation of Settlement, we provided stockholders with notice of the settlement and the final settlement hearing. Commitments We did not enter into any significant contracts during the nine months ended September 30, 2023, other than those disclosed in these condensed consolidated financial statements. In addition, we are also a party to various contracts with CROs and contract manufacturers that generally provide for termination on notice, with the exact amounts in the event of termination to be based on the timing of the termination and the terms of the agreement. There have been no material changes in unconditional purchase commitments from those disclosed in Note 7, Commitments and Contingencies, of the “Notes to Consolidated Financial Statements” that appears in Part II, Item 8. “Financial Statements and Supplementary Data” of our Annual Report on Form 10-K filed with the SEC on March 1, 2023.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities:
Net loss	$ (350,438)	$ (308,994)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	36,389	30,829
Amortization of related-party notes discounts	35,278	5,242
Change in fair value of warrant liabilities	(31,800)	0
Depreciation and amortization	13,948	13,034
Non-cash interest items, net (including amounts with related parties)	8,988	8,528
Non-cash lease expense related to operating lease right-of-use assets	4,786	4,280
Transaction costs allocated to warrant liabilities	2,010	0
Unrealized losses (gains) on equity securities	851	(162)
Change in fair value of convertible note	(749)	0
Amortization of net premiums, net of discounts, on marketable debt securities	(16)	1,318
Impairment of intangible assets	0	681
Other	(459)	(127)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	9,463	(14,420)
Other assets	1,385	2,138
Accounts payable	(3,599)	7,563
Accrued expenses and other liabilities	26,205	7,253
Related parties	(1,299)	(1,639)
Operating lease liabilities	(2,429)	(2,306)
Net cash used in operating activities	(251,486)	(246,782)
Investing activities:
Purchases of property, plant and equipment	(22,629)	(59,231)
Purchases of marketable debt securities, available-for-sale	(10,192)	(34,293)
Proceeds from sales of marketable debt and equity securities	102	33,756
Maturities of marketable debt securities, available for sale	0	128,188
Purchase of intangible assets	0	(21,229)
Investment in joint venture – an equity method investment	0	(1,000)
Net cash (used in) provided by investing activities	(32,719)	46,191
Financing activities:
Proceeds from issuance of related-party promissory notes, net of issuance costs paid	258,700	124,375
Net share settlement for RSUs vesting	(1,881)	(397)
Proceeds from exercises of stock options	293	74
Principal payments of finance leases	(57)	(40)
Payment for contingent consideration	0	(339)
Net cash provided by financing activities	357,802	123,673
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(265)	123
Net change in cash, cash equivalents, and restricted cash	73,332	(76,795)
Cash, cash equivalents, and restricted cash, beginning of period	104,965	181,280
Cash, cash equivalents, and restricted cash, end of period	178,297	104,485
Reconciliation of cash, cash equivalents, and restricted cash, end of period:
Cash and cash equivalents	177,963	104,161
Restricted cash	334	324
Cash, cash equivalents, and restricted cash, end of period	178,297	104,485
Supplemental disclosure of cash flow information:
Interest	32,902	21,000
Income taxes	0	3
Supplemental disclosure of non-cash activities:
Conversion of note payable into common stock	269,987	0
Gain on extinguishment of debt with related parties under common control	0	82,858
Initial measurement of warrants issued in connection with registered direct offerings accounted for as liabilities	49,534	0
Increase in fair value of embedded conversion feature from debt modification with entities under common control (Note 9)	31,179	0
Property and equipment purchases included in accounts payable, accrued expenses and due to related parties	10,902	12,469
Unpaid offering costs included in accounts payable and accrued expenses	186	0
Unrealized gains (losses) on marketable debt securities, net	34	(64)
Common stock issued pursuant to litigation settlement	0	10,656
Right-of-use assets obtained in exchange for finance lease liabilities	0	199
Right-of-use assets obtained in exchange for operating lease liabilities	0	13,787
Registered Direct Offering
Financing activities:
Proceeds from equity offerings and issuance of common stock, net of discounts, issuance costs, and offering costs	84,641	0
ATM Offering Program
Financing activities:
Proceeds from equity offerings and issuance of common stock, net of discounts, issuance costs, and offering costs	$ 16,106	$ 0

Commitments and Contingencies - Litigation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	Feb. 07, 2023	Dec. 08, 2022	Dec. 02, 2022	Jul. 09, 2022	Sep. 30, 2023	Aug. 31, 2023	Aug. 30, 2023	Dec. 31, 2022	Apr. 30, 2022	Mar. 31, 2022
Litigation [Line Items]
Noncontrolling interests					$ 1,072			$ (2,493)
NANTibody, LLC
Litigation [Line Items]
Percentage of ownership interest						100.00%	60.00%
Registered Direct Offering
Litigation [Line Items]
Shares to be issued in private placement (in shares)				2,229,296
Value of shares to be issued in private placement				$ 10,700
Altor BioScience, LLC
Litigation [Line Items]
Dissenting shares to be released (in shares)										3,167,565
Shares issued for litigation settlement (in shares)										2,229,296
Cash to be distributed in lieu of fractional shares (in dollars per share)										$ 21.13
Accrued litigation expense									$ 5,000
Settlement payment		$ 5,000
Sorrento Therapeutics, Inc. Litigation
Litigation [Line Items]
Amount awarded from other party in litigation settlement	$ 176,400
Interest related to litigation settlement (as a percent)	10.00%
Nant Cell Inc \| Sorrento Therapeutics, Inc. Litigation
Litigation [Line Items]
Amount awarded from other party in litigation settlement	$ 159,400		$ 156,800
NANTibody, LLC
Litigation [Line Items]
Noncontrolling interests						$ 4,200
NANTibody, LLC \| Sorrento Therapeutics, Inc. Litigation
Litigation [Line Items]
Amount awarded from other party in litigation settlement			$ 16,700

Financial Instruments - Available-for-Sale Marketable Debt Securities (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	$ 11,076	$ 970
Gross Unrealized Gains	3	0
Gross Unrealized Losses	(85)	(94)
Fair Value	10,994	876
Current Assets
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	10,176
Gross Unrealized Gains	3
Gross Unrealized Losses	(2)
Fair Value	$ 10,177
Current Assets \| U.S. Treasury securities
Schedule Of Available For Sale Securities [Line Items]
Weighted- Average Remaining Contractual Life (in years)	2 months 12 days
Amortized Cost	$ 9,980
Gross Unrealized Gains	1
Gross Unrealized Losses	0
Fair Value	$ 9,981
Current Assets \| Foreign bonds
Schedule Of Available For Sale Securities [Line Items]
Weighted- Average Remaining Contractual Life (in years)	3 months 18 days
Amortized Cost	$ 156
Gross Unrealized Gains	2
Gross Unrealized Losses	0
Fair Value	158
Current Assets \| Mutual funds
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	40	38
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(2)	(2)
Fair Value	$ 38	$ 36
Noncurrent Assets \| Foreign bonds
Schedule Of Available For Sale Securities [Line Items]
Weighted- Average Remaining Contractual Life (in years)	3 years 9 months 18 days	4 years 6 months
Amortized Cost	$ 900	$ 932
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(83)	(92)
Fair Value	$ 817	$ 840

Financial Statement Details - Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands		1 Months Ended	9 Months Ended
	Oct. 03, 2023	Nov. 07, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Financial Statement Details [Line Items]
Accrued professional and service fees			$ 10,644		$ 6,685
Accrued bonus			8,896		12,068
Accrued research and development costs			8,704		1,930
Accrued compensation			5,969		6,040
Accrued preclinical and clinical trial costs			4,575		4,985
Accrued construction costs			3,120		7,072
Financing obligation – current portion			2,338		1,417
Other			1,103		1,628
Accrued expenses and other liabilities			64,871		41,825
Interest paid			32,902	$ 21,000
Subsequent Event
Financial Statement Details [Line Items]
Interest paid		$ 19,500
Affiliated Entity
Financial Statement Details [Line Items]
Interest payable on related-party notes			$ 19,522		$ 0
Affiliated Entity \| Subsequent Event
Financial Statement Details [Line Items]
Interest paid	$ 19,500

Collaboration and License Agreements and Acquisition - License Agreements - Additional Information (Detail) - USD ($)	1 Months Ended			3 Months Ended		9 Months Ended
	Jun. 30, 2023	Sep. 30, 2021	May 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	May 01, 2022
Licensing Agreement [Line Items]
Research and development expense				$ 48,402,000	$ 71,612,000	$ 180,834,000	$ 190,072,000
3M IPC and Access to Advanced Health Institute License Agreement \| License Agreement Terms \| 2022
Licensing Agreement [Line Items]
Periodic license payments	$ 2,250,000
Annual minimum licensing payment						1,000,000
Research and development expense				600,000	400,000	1,500,000	600,000
Access to Advanced Health Institute (formerly IDRI)
Licensing Agreement [Line Items]
Non-refundable upfront cash payments			$ 2,000,000
Milestone payment, aggregate maximum									$ 2,500,000
Milestone fees						0	0
Access to Advanced Health Institute (formerly IDRI) \| License Agreement Terms
Licensing Agreement [Line Items]
Non-refundable upfront cash payments		$ 1,500,000
Milestone payment, aggregate maximum		$ 4,000,000
Termination fee				10,000,000		10,000,000
Access to Advanced Health Institute (formerly IDRI) \| License Agreement Terms \| 2022
Licensing Agreement [Line Items]
Research and development expense				1,400,000	$ 800,000	3,100,000	$ 1,000,000
License maintenance fees								$ 3,000,000
Access to Advanced Health Institute (formerly IDRI) \| License Agreement Terms \| 2023 through 2030
Licensing Agreement [Line Items]
License maintenance fees				5,500,000		5,500,000
License maintenance fees payable				300,000		300,000
Access to Advanced Health Institute (formerly IDRI) \| Sponsored Research Agreement
Licensing Agreement [Line Items]
Research and development expense				$ 500,000		700,000
Access to Advanced Health Institute (formerly IDRI) \| Sponsored Research Agreement \| Minimum
Licensing Agreement [Line Items]
Annual payment for support of research activities						$ 2,000,000

Collaboration and License Agreements and Acquisition - Acquisition - Additional Information (Detail)	Feb. 14, 2022 USD ($) ft² renewal_options employee	Sep. 30, 2023 USD ($)
Minimum
Asset Acquisition [Line Items]
Initial term of lease arrangement		2 years
Optional extended lease term		1 year
Maximum
Asset Acquisition [Line Items]
Initial term of lease arrangement		10 years
Optional extended lease term		10 years
Dunkirk Facility
Asset Acquisition [Line Items]
Number of square foot of facility leased \| ft²	409,000
Annual lease payment	$ 2.00
Initial term of lease arrangement	10 years
Number of lease renewal options \| renewal_options	1
Optional extended lease term	10 years
Commitment to spend, operational expenses, initial lease term	$ 1,520,000,000
Commitment to spend, operational expenses, renewal lease term	$ 1,500,000,000
Commitment to hire, number of employees, first five years \| employee	450
Commitment to hire, number of employees, first two and a half years \| employee	300
Dunkirk Facility \| State Of New York \| Minimum
Asset Acquisition [Line Items]
Government funding for leasehold build-out		$ 8,000,000
Dunkirk Facility \| State Of New York \| Maximum
Asset Acquisition [Line Items]
Government funding for leasehold build-out		$ 10,000,000

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 177,963	$ 104,641
Marketable securities	11,833	2,543
Due from related parties	2,325	1,890
Prepaid expenses and other current assets (including amounts with related parties)	22,961	31,503
Total current assets	215,082	140,577
Marketable securities, noncurrent	817	840
Property, plant and equipment, net	152,000	143,659
Intangible assets, net	18,467	20,003
Convertible note receivable	6,816	6,629
Operating lease right-of-use assets, net (including amounts with related parties)	35,810	45,788
Other assets (including amounts with related parties)	3,427	4,860
Total assets	432,419	362,356
Current liabilities:
Accrued expenses and other liabilities	64,871	41,825
Related-party promissory notes, net of discounts and deferred issuance costs (Note 9)	0	431,901
Operating lease liabilities (including amounts with related parties)	4,363	2,650
Total current liabilities	90,324	500,861
Related-party promissory notes, less current portion (Note 9)	480,020	0
Related-party convertible notes and accrued interest, net of discount (Note 9)	165,289	241,271
Related-party convertible note payable at fair value (Note 5 and Note 9)	28,281	0
Operating lease liabilities, less current portion (including amounts with related parties)	39,313	47,951
Warrant liabilities	39,370	21,636
Other liabilities	467	457
Total liabilities	843,064	812,176
Commitments and contingencies (Note 7)
Stockholders’ deficit:
Common stock, $0.0001 par value; 900,000,000 shares authorized as of September 30, 2023 and December 31, 2022, respectively; 667,703,040 and 421,569,115 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively; excluding treasury stock, 163,800 shares outstanding as of September 30, 2023 and December 31, 2022, respectively	67	42
Additional paid-in capital	2,315,716	1,930,936
Accumulated deficit	(2,728,292)	(2,378,488)
Accumulated other comprehensive income	792	183
Total ImmunityBio stockholders’ deficit	(411,717)	(447,327)
Noncontrolling interests	1,072	(2,493)
Total stockholders’ deficit	(410,645)	(449,820)
Total liabilities and stockholders’ deficit	432,419	362,356
Non-related Party
Current liabilities:
Accounts payable and due to related parties	19,818	21,016
Related Party
Current assets:
Due from related parties	2,325	1,890
Current liabilities:
Accounts payable and due to related parties	$ 1,272	$ 3,469

Financial Statement Details - Interest Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Financial Statement Details [Line Items]
Other interest expense	$ (19)	$ (26)	$ (44)	$ (51)
Interest expense	(35,021)	(16,764)	(97,072)	(34,953)
Affiliated Entity
Financial Statement Details [Line Items]
Interest expense on related-party notes	(23,548)	(12,240)	(61,750)	(29,660)
Amortization of related-party notes discounts	$ (11,454)	$ (4,498)	$ (35,278)	$ (5,242)

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

2015 Equity Incentive Plan

As of September 30, 2023, approximately 12.9 million shares were available for future grants under the 2015 Plan.

Stock-Based Compensation

The following table presents stock-based compensation included in the condensed consolidated statements of operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)

Stock-based compensation expense:
Stock options	$	3,408	$	3,790	$	10,496	$	9,554
RSUs	11,041		6,840		25,893		21,275
	$	14,449	$	10,630	$	36,389	$	30,829
Stock-based compensation expense in operating expenses:
Research and development	$	5,218	$	3,915	$	12,725	$	10,116
Selling, general and administrative	9,231		6,715		23,664		20,713
	$	14,449	$	10,630	$	36,389	$	30,829

Stock Options

The following table summarizes stock option activity and related information for the nine months ended September 30, 2023:


	Number of Options	Weighted- Average Exercise Price		Aggregate Intrinsic Value (in thousands)		Weighted- Average Remaining Contractual Life (in years)

Outstanding at December 31, 2022	9,262,926	$	9.87	$	4,848	7.2
Granted	949,578	$	2.99
Exercised	(183,236)	$	1.60
Forfeited/expired	(167,592)	$	5.48
Outstanding at September 30, 2023	9,861,676	$	9.44	$	105	6.9
Vested and exercisable at September 30, 2023	5,877,381	$	11.53	$	105	5.6

As of September 30, 2023, the unrecognized compensation cost related to outstanding stock options was $11.9 million, which is expected to be recognized over a remaining weighted-average period of 1.2 years.

The total intrinsic value of stock options exercised during the nine months ended September 30, 2023 was $0.3 million. Cash proceeds received from stock option exercises during the nine months ended September 30, 2023 and 2022 totaled $0.3 million and $0.1 million, respectively.

As of December 31, 2022, a total of 3,445,499 vested and exercisable shares were outstanding.

Restricted Stock Units

The following table summarizes RSU activity during the nine months ended September 30, 2023:


	Number of Units	Weighted- Average Grant Date Fair Value

Nonvested balance at December 31, 2022	6,551,388	$	18.27
Granted	6,277,569	$	1.66
Vested	(3,490,089)	$	3.65
Forfeited/canceled	(735,052)	$	8.34
Nonvested balance at September 30, 2023	8,603,816	$	12.94

As of September 30, 2023, there was $48.2 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.1 years. The total intrinsic value of RSUs vested during the nine months ended September 30, 2023 was $6.0 million.

Effective as of August 25, 2023, the Compensation Committee of the Board of Directors granted 5,727,159 RSUs to eligible employees of the company, with the intention of retaining such employees (the “retention award”). The retention award vests according to the following schedule: ½ (one-half) was to vest and vested on September 1, 2023 and ½ (one-half) will vest on January 31, 2024, subject to the recipients continuing to be a “service provider” as defined in the 2015 Plan through each applicable vesting date. With respect to RSUs granted, compensation cost was measured using the grant date fair value of $1.65 per share, the closing price of the company’s common stock on August 25, 2023.

RSUs awarded to employees and consultants of affiliated companies are accounted for as stock-based compensation in accordance with ASU 2018-07, Compensation—Stock Compensation (Topic 718), as the compensation was in exchange for continued support or services expected to be provided to the company over the vesting periods under the NantWorks shared services agreement discussed in Note 10, Related-Party Agreements. We have evaluated the associated benefit of these awards to the affiliated companies under common control and determined that the benefit is limited to the retention of their employees. We estimated such benefit at the grant date fair value of $4.0 million on March 4, 2021 and recorded $0.3 million of deemed dividends during the nine months ended September 30, 2023 and 2022 in additional paid-in capital, on the condensed consolidated balance sheets, with a corresponding credit to stock-based compensation expense.

Related-Party Warrants

In connection with the March 2021 merger between NantKwest and NantCell, warrants issued to NantWorks, a related party, in connection with NantCell’s acquisition of Altor were assumed by the company. A total of 1,638,000 warrants with an exercise price of $3.24 per share were outstanding as of September 30, 2023. The fair value of $18.0 million assigned to the warrants will be recognized in equity upon achievement of a performance-based vesting condition pertaining to building manufacturing capacity to support supply requirements for one of our product candidates.

Warrant Liabilities (Detail) - USD ($) $ / shares in Units, $ in Thousands				2 Months Ended	7 Months Ended	9 Months Ended
	Jul. 20, 2023	Feb. 15, 2023	Dec. 12, 2022	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Jul. 25, 2023	Feb. 17, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Transaction costs allocated to warrant liabilities						$ 2,010	$ 0
December 2022 Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)			$ 6.60
Estimated fair value of warrants			$ 35,100	$ 5,000	$ 5,000	5,000				$ 21,636
Transaction costs allocated to warrant liabilities			$ 1,100
Decrease in fair value						16,636
February 2023 Warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)								$ 3.2946	$ 4.2636
Estimated fair value of warrants		$ 23,700		16,888	16,888	16,888			$ 23,698
Transaction costs allocated to warrant liabilities		$ 1,000
Decrease in fair value					6,810	6,800
July 2023 Warrants
Class of Warrant or Right [Line Items]
Estimated fair value of warrants	$ 25,800			17,482	$ 17,482	17,482		$ 25,836
Transaction costs allocated to warrant liabilities	$ 1,000
Decrease in fair value				$ 8,354		$ 8,400
Registered Direct Offering
Class of Warrant or Right [Line Items]
Sale of stock issued in transaction (in shares)	14,569,296	14,072,615	9,090,909
Placement agent fees and other offering costs	$ 2,500	$ 3,000	$ 3,000
Registered Direct Offering \| December 2022 Warrants
Class of Warrant or Right [Line Items]
Number of shares available for purchase (in shares)			9,090,909
Number of warrants outstanding (in units)				9,090,909	9,090,909	9,090,909
Registered Direct Offering \| February 2023 Warrants
Class of Warrant or Right [Line Items]
Number of shares available for purchase (in shares)		14,072,615
Number of warrants outstanding (in units)				14,072,615	14,072,615	14,072,615
Registered Direct Offering \| July 2023 Warrants
Class of Warrant or Right [Line Items]
Number of shares available for purchase (in shares)	14,569,296
Exercise price of warrants (in dollars per share)	$ 3.2946
Number of warrants outstanding (in units)				14,569,296	14,569,296	14,569,296

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (95,642)	$ (111,161)	$ (350,438)	$ (308,994)
Other comprehensive income (loss), net of income taxes:
Net unrealized gains (losses) on available-for-sale securities	48	(22)	46	(183)
Reclassification of net realized (gains) losses on available-for-sale securities included in net loss	(18)	0	(12)	119
Foreign currency translation adjustments	(18)	(58)	(245)	(130)
Change in fair value of convertible note related to instrument-specific credit risk	820	0	820	0
Total other comprehensive income (loss)	832	(80)	609	(194)
Comprehensive loss	(94,810)	(111,241)	(349,829)	(309,188)
Less: Comprehensive loss attributable to noncontrolling interests	(60)	(223)	(634)	(642)
Comprehensive loss attributable to ImmunityBio common stockholders	$ (94,750)	$ (111,018)	$ (349,195)	$ (308,546)

Stockholders’ Deficit	9 Months Ended
Stockholders’ Deficit	Sep. 30, 2023
Equity [Abstract]
Stockholders’ Deficit	Stockholders’ Deficit Increase in Shares of Common Stock Authorized for Issuance Effective October 18, 2023, we amended our Amended and Restated Certificate of Incorporation to increase the number of shares that the company is authorized to issue from 900.0 million shares of common stock, $0.0001 par value per share, to 1.350 billion shares of common stock, $0.0001 par value per share. The number of shares of preferred stock, $0.0001 par value per share, that the company is authorized to issue remains unchanged at 20.0 million shares. See Note 15, Subsequent Event, for further information. Stock Repurchases No shares of our common stock were repurchased during the nine months ended September 30, 2023 and 2022 under the company’s 2015 Share Repurchase Program. As of September 30, 2023, $18.3 million remained authorized to use for share repurchases under the program. Shelf Registration Statement During February 2023, we filed a $750.0 million shelf registration statement with the SEC on Form S-3 for the offering and sale of equity and equity-linked securities, including common stock, preferred stock, debt securities, depositary shares, warrants to purchase common stock, preferred stock or debt securities, subscription rights, purchase contracts, and units. During the nine months ended September 30, 2023, we sold shares of our common stock and warrants valued at $184.4 million under the shelf. As of September 30, 2023, we had $565.6 million available for use under the shelf. This available shelf is in addition to the Open Market Sale Agreement described below. Open Market Sale Agreement In April 2021, we entered into the Sale Agreement with respect to an ATM offering program under which we may offer and sell, from time to time at our sole discretion, shares of our common stock through our sales agent. We pay our sales agent a commission of up to 3.0% of the gross sales proceeds of any shares of our common stock sold through them under the Sale Agreement, and also have provided them with customary indemnification and contribution rights. During the three and nine months ended September 30, 2023, we received net proceeds totaling $2.5 million and $16.1 million, respectively, from the issuance of shares under the ATM. As of September 30, 2023, we had $208.8 million available for future stock issuances under the ATM. We are not obligated to sell any shares and may at any time suspend solicitation and offers under the Sale Agreement. The Sale Agreement may be terminated by us at any time given written notice to the sales agent for any reason or by the sales agent at any time by giving written notice to us for any reason or immediately under certain circumstances and shall automatically terminate upon the issuance and sale of all of the shares. Registered Direct Offerings 2022 Offering On December 12, 2022, we entered into a securities purchase agreement with an institutional investor for the sale of 9,090,909 shares of our common stock, as well as warrants that allow such investor to purchase an additional 9,090,909 shares of common stock at an exercise price of $6.60 per share, for a purchase price of $5.50 per share and accompanying warrant. This transaction generated net proceeds of approximately $47.0 million, after deducting placement agent fees and other offering costs of $3.0 million, of which $1.9 million was allocated to the sale of our common stock and recorded in additional paid-in capital, on the consolidated statement of stockholders’ deficit during the year ended December 31, 2022. The warrants became immediately exercisable on December 12, 2022 and expire on December 12, 2024. 2023 Offerings February 2023 On February 15, 2023, we entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 14,072,615 shares of our common stock, as well as warrants that allow such investors to purchase an additional 14,072,615 shares of common stock at an exercise price of $4.2636 per share, for a purchase price of $3.5530 per share and accompanying warrant. This transaction generated net proceeds of approximately $47.0 million, after deducting placement agent fees and other offering costs of $3.0 million, of which $2.0 million was allocated to the sale of our common stock and recorded in additional paid-in capital, on the condensed consolidated statement of stockholders’ deficit during the three months ended March 31, 2023. The warrants became immediately exercisable on February 17, 2023. On July 25, 2023, pursuant to the terms of a letter amendment, the company and the purchasers agreed to reduce the exercise price of the outstanding February 2023 Warrants from $4.2636 per share to $3.2946 per share and extend the expiration date of the warrants to July 24, 2026. See Note 11, Warrant Liabilities, for further information. July 2023 On July 20, 2023, we entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 14,569,296 shares of our common stock, as well as warrants that allow such investors to purchase an additional 14,569,296 shares of common stock at an exercise price of $3.2946 per share, for a purchase price of $2.7455 per share and accompanying warrant. This transaction generated net proceeds of approximately $37.5 million, after deducting placement agent fees and other estimated offering costs of $2.5 million, of which $12.7 million was allocated to the sale of our common stock and recorded in additional paid-in capital, on the condensed consolidated statement of stockholders’ deficit during the three months ended September 30, 2023. The warrants became immediately exercisable on July 25, 2023 and expire on July 24, 2026.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Related-Party Agreements - Additional Information (Detail)							1 Months Ended				3 Months Ended		9 Months Ended
	Oct. 03, 2023 renewal_options	May 01, 2022 USD ($) ft²	Jan. 01, 2022 USD ($)	Oct. 01, 2021 USD ($) ft² renewal_options	Apr. 01, 2021 USD ($) ft² renewal_options	Jan. 01, 2021 USD ($) ft² renewal_options	Jan. 31, 2019 USD ($) renewal_options lease	Aug. 31, 2018	Feb. 28, 2017 USD ($) ft² renewal_options	Sep. 30, 2016 USD ($) ft² renewal_options	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Aug. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Jan. 01, 2019 ft²	Dec. 31, 2015 ft²
Related Party Transaction [Line Items]
Selling, general and administrative (including amounts with related parties)											$ 31,816,000	$ 19,310,000	$ 96,510,000	$ 76,493,000
Research and development expense											48,402,000	71,612,000	180,834,000	190,072,000
Related Party
Related Party Transaction [Line Items]
Accounts payable and due to related parties											1,272,000		1,272,000				$ 3,469,000
NantWorks \| Related Party
Related Party Transaction [Line Items]
Accounts payable and due to related parties											0		0				986,000
Number of square foot of facility leased \| ft²		46,330																	9,500
Percentage of annual increases of base rent		3.00%	3.00%
Base rent - monthly		$ 273,700	$ 56,120
Expansion of licensed premises (in square feet) \| ft²		36,830
NantWorks \| Related Party \| Research and development expense
Related Party Transaction [Line Items]
Lease expense											800,000	800,000	2,500,000	1,600,000
NantWorks \| Related Party \| Shared Services Agreement
Related Party Transaction [Line Items]
Selling, general and administrative (including amounts with related parties)											500,000	600,000	2,400,000	3,000,000
Accounts receivable											900,000		900,000
Accounts payable and due to related parties																	1,000,000
Prepaid expenses											2,100,000		2,100,000				2,000,000
NantWorks \| Related Party \| Shared Services Agreement \| Reimbursements
Related Party Transaction [Line Items]
Research and development expense											600,000	300,000	1,600,000	600,000
Immuno-Oncology Clinic, Inc. \| Related Party
Related Party Transaction [Line Items]
Research and development expense											500,000	600,000	1,900,000	2,000,000
Accounts payable and due to related parties											200,000		200,000				100,000
NantBio \| Related Party
Related Party Transaction [Line Items]
Accounts payable and due to related parties											943,000		943,000				943,000
NantBio \| Related Party \| NCSC
Related Party Transaction [Line Items]
Accounts payable and due to related parties											900,000		900,000				900,000
Initial term of supply agreement								5 years
Optional extended term of supply agreement								1 year
Revenue recognized											0	0	0	0
Deferred revenue											100,000		100,000				100,000
NantBio \| Related Party \| Shared Services Agreement
Related Party Transaction [Line Items]
Accounts receivable											1,300,000		1,300,000				1,300,000
605 Doug St, LLC \| Related Party
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²										24,250
Percentage of annual increases of base rent										3.00%
Base rent - monthly										$ 72,385
Options to extend number of terms \| renewal_options										1
Optional extended lease term										3 years
605 Doug St, LLC \| Related Party \| Research and development expense
Related Party Transaction [Line Items]
Lease expense											200,000	200,000	700,000	700,000
Duley Road, LLC \| Related Party
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²									11,980
Percentage of annual increases of base rent							3.00%		3.00%
Base rent - monthly							$ 35,800		$ 40,700
Lease expense											200,000	200,000	600,000	600,000
Options to extend number of terms \| renewal_options							2		2
Optional extended lease term							5 years		5 years
Number of leases \| lease							2
Duley Road, LLC \| Related Party \| Subsequent Event
Related Party Transaction [Line Items]
Options to extend number of terms \| renewal_options	1
Optional extended lease term	5 years
Duley Road, LLC \| Related Party \| Due to related parties
Related Party Transaction [Line Items]
Lease-related payables											100,000		100,000				$ 1,400,000
Duley Road, LLC \| Related Party \| September 2019 Lease
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²																		5,650
Initial term of lease arrangement																		7 years
Duley Road, LLC \| Related Party \| July 2019 Lease
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²																		6,488
Initial term of lease arrangement																		7 years
605 Nash, LLC \| Related Party \| Initial Premises
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²						6,883
Percentage of annual increases of base rent						3.00%
Base rent - monthly						$ 20,300
Options to extend number of terms \| renewal_options						1
Optional extended lease term						3 years
605 Nash, LLC \| Related Party \| Expansion Premises
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²					57,760
Percentage of annual increases of base rent					3.00%
Base rent - monthly					$ 170,400
Options to extend number of terms \| renewal_options					1
Optional extended lease term					3 years
605 Nash, LLC \| Related Party \| Initial and Expansion Premises
Related Party Transaction [Line Items]
Tenant improvements incentive																$ 2,900,000
605 Nash, LLC \| Related Party \| Research and development expense \| Initial and Expansion Premises
Related Party Transaction [Line Items]
Lease expense											500,000	500,000	1,600,000	1,600,000
420 Nash, LLC \| Related Party
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²				19,125
Percentage of annual increases of base rent				3.00%
Base rent - monthly				$ 38,250
Options to extend number of terms \| renewal_options				2
Optional extended lease term				5 years
420 Nash, LLC \| Related Party \| Research and development expense
Related Party Transaction [Line Items]
Lease expense											100,000	100,000	400,000	400,000
23 Alaska, LLC \| Related Party
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²		47,265
Percentage of annual increases of base rent		3.00%
Base rent - monthly		$ 139,400
Base monthly rent, parking		$ 7,600
Security deposits															$ 100,000
Gain on disposal of lease											600,000
23 Alaska, LLC \| Related Party \| Research and development expense
Related Party Transaction [Line Items]
Lease expense											$ 300,000	$ 400,000	$ 1,200,000	$ 600,000

Commitments and Contingencies - Contingent Consideration Related to Business Combinations - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2022	Apr. 30, 2015	Sep. 30, 2023	Dec. 31, 2021	Dec. 31, 2017
Altor BioScience Corporation \| Contingent Value Rights Payable, Regulatory Milestone
Business Acquisition [Line Items]
Potential contingent value rights to be earned					$ 304.0
Altor BioScience Corporation \| Contingent Value Rights Payable, Sales Milestone
Business Acquisition [Line Items]
Potential contingent value rights to be earned					304.0
Minimum net sales milestone for contingent value rights payable					$ 1,000.0
Altor BioScience Corporation \| Contingent Value Rights Payable, Sales Milestone \| Dr. Soon-Shiong and Related Party
Business Acquisition [Line Items]
Potential contingent value rights to be earned			$ 139.8
Altor BioScience Corporation \| Contingent Value Rights Payable, Sales Milestone \| Altor Stockholders
Business Acquisition [Line Items]
Potential contingent value rights to be earned			164.2
VivaBioCell
Business Acquisition [Line Items]
Ownership percentage acquired		100.00%
Business combination, consideration transferred		$ 0.7
Contingent consideration arrangements, earned				$ 0.8
Contingent consideration arrangements, paid	$ 0.4			$ 0.4
Maximum milestone payment due if certain conditions are met			$ 2.1

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes We are subject to U.S. federal income tax, as well as income tax in Italy, South Korea, California and other states. From inception through September 30, 2023, we have not been required to pay U.S. federal and state income taxes because of current and accumulated NOLs. The company computes its quarterly income tax provision by using a forecasted annual effective tax rate and adjusts for any discrete items arising during the quarter. No tax benefit was provided for losses incurred in the U.S., Italy, and South Korea because those losses are offset by a full valuation allowance. Our federal returns for tax years 2019 through 2021 remain open to examination, and our state returns remain subject to examination for tax years 2018 through 2021. The Italian and South Korea returns for tax years 2017 through 2021 remain open to examination. Carryforward attributes that were generated in years where the statute of limitations is closed may still be adjusted upon examination by the IRS or other respective tax authorities. No income tax returns are currently under examination by taxing authorities. Inflation Reduction Act of 2022 The Inflation Reduction Act of 2022, which incorporates a CAMT, was signed on August 16, 2022. The changes are effective for the tax years beginning after December 31, 2022. The new tax requires companies to compute two separate calculations for federal income tax purposes and pay the greater of the new minimum tax or their regular tax liability. The company is monitoring the impact of the act to determine if it will have an impact on the company for years beginning after December 31, 2022. We currently do not expect this act will have a material effect on our consolidated financial statements.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands):


	Fair Value Measurements at September 30, 2023
	(Unaudited)
	Total			Level 1		Level 2		Level 3

Assets at Fair Value:
Current:
Cash and cash equivalents	$	177,963		$	177,963	$	—	$	—
Equity securities	1,656			1,656		—		—
U.S. Treasury securities	9,981			9,981		—		—
Foreign bonds	158			—		158		—
Mutual funds	38			38		—		—
Noncurrent:
Foreign bonds	817			—		817		—
Total assets measured at fair value	$	190,613		$	189,638	$	975	$	—
Liabilities at Fair Value:
Current:
Contingent consideration obligations	$	(19)		$	—	$	—	$	(19)
Noncurrent:
Warrant liabilities	(39,370)		(1)	—		—		(39,370)
Related-party convertible note payable	(28,281)		(2)	—		—		(28,281)
Total liabilities measured at fair value	$	(67,670)		$	—	$	—	$	(67,670)


	Fair Value Measurements at December 31, 2022
	Total			Level 1		Level 2		Level 3

Assets at Fair Value:
Current:
Cash and cash equivalents	$	104,641	(3)	$	63,860	$	40,781	$	—
Equity securities	2,507			2,507		—		—


Mutual funds	36			36		—		—
Noncurrent:
Foreign bonds	840			—		840		—
Total assets measured at fair value	$	108,024		$	66,403	$	41,621	$	—
Liabilities at Fair Value:
Current:
Contingent consideration	$	(19)		$	—	$	—	$	(19)
Noncurrent:
Warrant liability	(21,636)		(1)	—		—		(21,636)
Total liabilities measured at fair value	$	(21,655)		$	—	$	—	$	(21,655)

_______________


(1)			Third-Party Warrant Liabilities

December 2022 Warrants


	September 30, 2023		December 31, 2022
	(Unaudited)

Exercise price per share	$6.60		$6.60
Expected term	1.2 years		2.0 years
Expected average volatility	152.0	%	99.4	%
Expected dividend yield	—		—
Risk-free interest rate	5.3	%	4.4	%

The change in the carrying amount of the December 2022 Warrants was as follows (in thousands):




	(Unaudited)

Beginning fair value, at December 31, 2022	$	21,636
Change in fair value	(16,636)
Ending fair value, at September 30, 2023	$	5,000

February 2023 Warrants


	September 30, 2023		Issuance Date February 17, 2023
	(Unaudited)

Exercise price per share	$3.2946		$4.2636
Expected term	2.8 years		2.0 years
Expected average volatility	144.8	%	97.0	%
Expected dividend yield	—		—
Risk-free interest rate	4.8	%	4.6	%

The change in the carrying amount of the February 2023 Warrants was as follows (in thousands):


	(Unaudited)

Fair value at issuance date, February 17, 2023	$	23,698
Change in fair value	(6,810)
Ending fair value, at September 30, 2023	$	16,888

July 2023 Warrants


	September 30, 2023		Issuance Date July 25, 2023
	(Unaudited)

Exercise price per share	$3.2946		$3.2946
Expected term	2.8 years		3.0 years
Expected average volatility	144.8	%	121.0	%
Expected dividend yield	—		—
Risk-free interest rate	4.8	%	4.5	%

The change in the carrying amount of the July 2023 Warrants was as follows (in thousands):


	(Unaudited)

Fair value at issuance date, July 25, 2023	$	25,836
Change in fair value	(8,354)
Ending fair value, at September 30, 2023	$	17,482


(2)			As of September 30, 2023, the company had a related-party convertible note payable with a principal amount of $30.0 million, which is accounted for under the ASC 825-10-15-4 FVO election. Under the FVO election, the financial instrument was initially measured at its issue-date estimated fair value and subsequently re-measured at estimated fair value on a recurring basis at each reporting period date. The company’s other related-party notes are not accounted for under the FVO election. See Note 9, Related-Party Debt, for further information. The estimated fair value of the convertible note was computed using the binomial lattice model with the following unobservable assumptions:


	September 30, 2023
	(Unaudited)

Expected market yield	25.2	%
Expected volatility	100.8	%
Risk-free rate	5.4	%

The change in the carrying amount of the related-party convertible note at fair value was as follows (in thousands):




	(Unaudited)

Fair value at issuance date, March 31, 2023	$	29,850
Change in fair value, including $0.8 million related to the instrument-specific credit risk	(1,569)

Ending fair value, at September 30, 2023	$	28,281


(3)			As of December 31, 2022, the Level 2 measurements include $32.0 million in U.S. government agency securities and $8.8 million in corporate debt securities with original maturities of less than 90 days.

Related-Party Debt - Estimated Material Contractual Obligations Related to Related-Party Promissory Notes (Detail) - USD ($) $ in Thousands		1 Months Ended	9 Months Ended
	Oct. 03, 2023	Nov. 07, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 11, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Interest paid			$ 32,902	$ 21,000
Subsequent Event
Related Party Transaction [Line Items]
Interest paid		$ 19,500
Affiliated Entity \| Subsequent Event
Related Party Transaction [Line Items]
Interest paid	$ 19,500
Affiliated Entity \| Convertible Notes
Related Party Transaction [Line Items]
Total principal and estimated interest due on related-party debt						$ 241,271
Affiliated Entity \| Nonconvertible Notes
Related Party Transaction [Line Items]
Total principal and estimated interest due on related-party debt						$ 431,901
Affiliated Entity \| Nonconvertible Notes and Convertible Note at Fair Value
Related Party Transaction [Line Items]
Interest rate			13.39%
Affiliated Entity \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC, Executed 9/11/2023 \| Convertible Notes
Related Party Transaction [Line Items]
Total principal and estimated interest due on related-party debt			$ 165,289
Principal Amount					$ 200,000
Interest rate			13.31%
Affiliated Entity \| Related Party Notes
Related Party Transaction [Line Items]
2023 (excluding the nine months ended September 30, 2023)			$ 44,297
2024			633,561
2025			26,629
2026			218,531
Total principal and estimated interest due on related-party debt			923,018
Affiliated Entity \| Principal Payments \| Convertible Notes
Related Party Transaction [Line Items]
2023 (excluding the nine months ended September 30, 2023)			0
2024			30,000
2025			0
2026			200,000
Total principal and estimated interest due on related-party debt			230,000
Affiliated Entity \| Principal Payments \| Nonconvertible Notes
Related Party Transaction [Line Items]
2023 (excluding the nine months ended September 30, 2023)			0
2024			505,000
2025			0
2026			0
Total principal and estimated interest due on related-party debt			505,000
Affiliated Entity \| Interest Payments \| Convertible Notes
Related Party Transaction [Line Items]
2023 (excluding the nine months ended September 30, 2023)			10,197
2024			30,732
2025			26,629
2026			18,531
Total principal and estimated interest due on related-party debt			86,089
Affiliated Entity \| Interest Payments \| Nonconvertible Notes
Related Party Transaction [Line Items]
2023 (excluding the nine months ended September 30, 2023)			34,100
2024			67,829
2025			0
2026			0
Total principal and estimated interest due on related-party debt			$ 101,929

Lease Arrangements - Summary of Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Operating Leases
2023 (excluding the nine months ended September 30, 2023)	$ 1,727
2024	10,199
2025	10,231
2026	8,334
2027	7,552
Thereafter	23,248
Total future minimum lease payments	61,291
Less: Interest	16,945
Less: Tenant improvement allowance receivable	670
Present value of lease liabilities	43,676
Finance Leases
2023 (excluding the nine months ended September 30, 2023)	22
2024	66
2025	0
2026	0
2027	0
Thereafter	0
Total future minimum lease payments	88
Less: Interest	4
Less: Tenant improvement allowance receivable	0
Present value of lease liabilities	84
Total
2023 (excluding the nine months ended September 30, 2023)	1,749
2024	10,265
2025	10,231
2026	8,334
2027	7,552
Thereafter	23,248
Total future minimum lease payments	61,379
Less: Interest	16,949
Less: Tenant improvement allowance receivable	670
Total lease liabilities	$ 43,760	$ 50,742

Related-Party Agreements

9 Months Ended

Sep. 30, 2023

Related-Party Agreements

Related-Party Debt

Our related-party debt is summarized below (in thousands):


	Balances at September 30, 2023
	Maturity Year	Interest Rate	Principal Amount		Less: Unamortized Discounts		Total
	(Unaudited)

Related-Party Nonconvertible Notes (1):


Nant Capital (2)	2024	Term SOFR + 8.0%	$	505,000	$	24,980	$	480,020
Related-Party Convertible Note at Fair Value:
Nant Capital (2)	2024	Term SOFR + 8.0%	$	30,000	$	—	$	28,281
Related-Party Convertible Note:
Nant Capital (3)	2026	Term SOFR + 8.0%	$	200,000	$	34,711	$	165,289

_______________


(1)			Includes $300.0 million note that is convertible at the company’s sole option in an event of default.
(2)			As of September 30, 2023, the interest rate on the related-party nonconvertible notes and convertible note at fair value was 13.39%.
(3)			As of September 30, 2023, the interest rate on the related-party convertible note was 13.31%.


	Balances at December 31, 2022
	Maturity Year	Interest Rate	Principal Amount		Accrued PIK Interest Added to Note		Less: Unamortized Discounts		Total

Related-Party Nonconvertible Notes:
Nant Capital (1)	2022	Term SOFR + 8.0%	$	475,000	$	—	$	43,099	$	431,901
Related-Party Convertible Notes:
Nant Capital	2025	5.0%	$	55,226	$	9,320	$	5,188	$	59,358
Nant Capital	2025	6.0%	50,000		7,039		4,068		52,971
Nant Capital	2025	6.0%	40,000		—		2,580		37,420
NantMobile	2025	3.0%	55,000		5,110		5,978		54,132
NCSC	2025	5.0%	33,000		7,684		3,294		37,390
Total related-party convertible notes			$	233,226	$	29,153	$	21,108	$	241,271

_______________


(1)			The interest rate on our related-party nonconvertible notes as of December 31, 2022 was 12.59%.

The following table summarizes the estimated future contractual obligations for our related-party debt as of September 30, 2023 (unaudited; in thousands):


	Principal Payments				Interest Payments (1)(2)
	Convertible Notes		Nonconvertible Notes		Convertible Notes		Nonconvertible Notes		Total

2023 (excluding the nine months ended September 30, 2023)	$	—	$	—	$	10,197	$	34,100	$	44,297
2024	30,000		505,000		30,732		67,829		633,561
2025	—		—		26,629		—		26,629
2026	200,000		—		18,531		—		218,531
Total principal and estimated interest due on related-party debt	$	230,000	$	505,000	$	86,089	$	101,929	$	923,018

_______________


(1)			Interest payments on our variable-rate notes are calculated based on Term SOFR plus the contractual spread per the loan agreements. As of September 30, 2023, the interest rate on the $200.0 million convertible note entered on September 11, 2023 was 13.31%, and the interest rate on the related-party nonconvertible notes and convertible note at fair value was 13.39%.
(2)			The 2023 interest payments include $19.5 million of interest expense for the three months ended September 30, 2023 that was paid subsequently to the financial statement date.

Related-Party Convertible Note at Fair Value

Additional Related-Party Convertible Notes

Related-Party Nonconvertible Notes


	September 30, 2023		December 31, 2022
	(Unaudited)


Due from related party–NantBio	$	1,294	$	1,294
Due from related party–NantWorks	867		—
Due from related party–Brink	41		271
Due from related parties–Various	123		325
Total due from related parties	$	2,325	$	1,890

Due to related party–NantBio	$	943	$	943
Due to related party–Duley Road	121		1,431
Due to related party–the Clinic	208		109
Due to related party–NantWorks	—		986


Total due to related parties	$	1,272	$	3,469

NantWorks, LLC

Shared Services Agreement

Facility License Agreement

Immuno-Oncology Clinic, Inc.

NantBio, Inc.

605 Doug St, LLC

Duley Road, LLC

605 Nash, LLC

420 Nash, LLC

23 Alaska, LLC

- Definition

+ References

+ Details

Financial Statement Details (Tables)

9 Months Ended

Sep. 30, 2023

Financial Statement Details [Abstract]

Summary of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):


	September 30, 2023		December 31, 2022
	(Unaudited)

Prepaid research and development costs	$	8,462	$	11,704
Prepaid services	3,813		8,013
Insurance premium financing asset	2,338		1,417
Prepaid insurance	2,015		2,282

Prepaid software license fees	1,949		2,195
Prepaid supplies	—		2,160








Other	4,384		3,732
Prepaid expenses and other current assets	$	22,961	$	31,503

Summary of Property, Plant and Equipment, Net

Property, plant and equipment, net, consist of the following (in thousands):


	September 30, 2023		December 31, 2022
	(Unaudited)

Leasehold improvements	$	72,440	$	68,710
Equipment	70,849		67,945
Construction in progress	86,255		72,693
Furniture & fixtures	1,838		1,906
Software	1,668		1,657

Gross property, plant and equipment	233,050		212,911
Less: Accumulated depreciation and amortization	81,050		69,252
Property, plant and equipment, net	$	152,000	$	143,659

Summary of Intangible Assets, Net

The gross carrying amounts and accumulated amortization of intangible assets are as follows at the dates indicated (in thousands):


	September 30, 2023
	Weighted- Average Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount

Finite-lived: Favorable leasehold rights	8.4	$	20,398	$	(3,315)	$	—	$	17,083
Indefinite-lived: IPR&D		1,384		—		—		1,384
Total intangible assets		$	21,782	$	(3,315)	$	—	$	18,467


	December 31, 2022
	Weighted- Average Life (in years)	Gross Carrying Amount		Accumulated Amortization		Impairment		Net Carrying Amount

Finite-lived: Favorable leasehold rights	9.1	$	20,398	$	(1,785)	$	—	$	18,613
Finite-lived: Organized workforce		831		(150)		(681)		—
Total finite-lived intangible assets		21,229		(1,935)		(681)		18,613
Indefinite-lived: IPR&D		1,390		—		—		1,390
Total intangible assets		$	22,619	$	(1,935)	$	(681)	$	20,003

Summary of Future Amortization Expense Associated with Finite-Lived Intangible Assets

Future amortization expense associated with our finite-lived intangible assets is as follows (in thousands):


Years ending December 31:	Finite-lived Intangible Assets

2023 (excluding the nine months ended September 30, 2023)	$	510
2024	2,040
2025	2,040
2026	2,040
2027	2,040
Thereafter	8,413
Total	$	17,083

Summary of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following (in thousands):


	September 30, 2023		December 31, 2022
	(Unaudited)

Interest payable on related-party notes (1)	$	19,522	$	—
Accrued professional and service fees	10,644		6,685
Accrued bonus	8,896		12,068
Accrued research and development costs	8,704		1,930
Accrued compensation	5,969		6,040
Accrued preclinical and clinical trial costs	4,575		4,985

Accrued construction costs	3,120		7,072
Financing obligation – current portion	2,338		1,417








Other	1,103		1,628
Accrued expenses and other liabilities	$	64,871	$	41,825

_______________


(1)			On October 3, 2023, we paid the accrued interest payable to Nant Capital as of September 30, 2023 that totaled approximately $19.5 million, with no penalty or incremental interest due.

Summary of Interest and Investment Income, Net

Interest and investment income, net consists of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)

Interest income	$	610	$	253	$	1,486	$	2,193
Unrealized (losses) gains from equity securities	(593)		614		(851)		162
Investment amortization expense, net	—		(10)		—		(1,513)
Net realized gains (losses) on investments	18		—		12		(119)
Interest and investment income, net	$	35	$	857	$	647	$	723

Summary of Interest expense

Interest expense consists of the following (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(Unaudited)				(Unaudited)

Interest expense on related-party notes	$	(23,548)	$	(12,240)	$	(61,750)	$	(29,660)
Amortization of related-party notes discounts	(11,454)		(4,498)		(35,278)		(5,242)
Other interest expense	(19)		(26)		(44)		(51)
Interest expense	$	(35,021)	$	(16,764)	$	(97,072)	$	(34,953)

Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Investments, Debt and Equity Securities [Abstract]
Investments in marketable equity securities with readily determinable fair values	$ 1,700		$ 1,700		$ 2,500
Unrealized gains (losses) from equity securities	$ (600)	$ 600	$ (851)	$ 162

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2023

Investments, Debt and Equity Securities [Abstract]

Summary of Available-for-Sale Marketable Debt Securities


	September 30, 2023
	(Unaudited)
	Weighted- Average Remaining Contractual Life (in years)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Current:
U.S. Treasury securities	0.2	$	9,980	$	1	$	—	$	9,981
Foreign bonds	0.3	156		2		—		158
Mutual funds		40		—		(2)		38
Current portion		10,176		3		(2)		10,177
Noncurrent:
Foreign bonds	3.8	900		—		(83)		817

Total		$	11,076	$	3	$	(85)	$	10,994


	December 31, 2022
	Weighted- Average Remaining Contractual Life (in years)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Current:


Mutual funds		$	38	$	—	$	(2)	$	36

Noncurrent:
Foreign bonds	4.5	932		—		(92)		840

Total		$	970	$	—	$	(94)	$	876

Summary of Accumulated Unrealized Losses on Debt Securities Classified as Available-for-Sale in Continuous Loss Position

Accumulated unrealized losses on marketable debt securities that have been in a continuous loss position for less than 12 months and more than 12 months were as follows (in thousands):


	September 30, 2023
	(Unaudited)
	Less than 12 months				More than 12 months
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses


Mutual funds	$	—	$	—	$	37	$	(2)
Foreign bonds	496		(58)		345		(25)
Total	$	496	$	(58)	$	382	$	(27)


	December 31, 2022
	Less than 12 months				More than 12 months
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses


Mutual funds	$	—	$	—	$	36	$	(2)
Foreign bonds	—		—		840		(92)
Total	$	—	$	—	$	876	$	(94)

Lease Arrangements - Supplemental Balance Sheet Information (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating lease assets	$ 35,810	$ 45,788
Finance lease assets	77	135
Total lease assets	35,887	45,923
Operating lease liabilities	4,363	2,650
Finance lease liabilities	84	77
Operating lease liabilities	39,313	47,951
Finance lease liabilities	0	64
Total lease liabilities	$ 43,760	$ 50,742
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets (including amounts with related parties)	Other assets (including amounts with related parties)
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accrued expenses and other liabilities	Accrued expenses and other liabilities
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other liabilities	Other liabilities

Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Financial Statement Details [Abstract]
Prepaid research and development costs	$ 8,462	$ 11,704
Prepaid services	3,813	8,013
Insurance premium financing asset	2,338	1,417
Prepaid insurance	2,015	2,282
Prepaid software license fees	1,949	2,195
Prepaid supplies	0	2,160
Other	4,384	3,732
Prepaid expenses and other current assets	$ 22,961	$ 31,503

Related-Party Debt - Narrative (Detail) $ / shares in Units, $ in Thousands						1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 03, 2023 USD ($)	Sep. 11, 2023 USD ($) $ / shares shares	Jun. 13, 2023 USD ($) advance	Mar. 31, 2023 USD ($) $ / shares	Dec. 12, 2022 USD ($) $ / shares shares	Nov. 07, 2023 USD ($)	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares	Oct. 18, 2023 shares	Aug. 31, 2022 USD ($) $ / shares
Related Party Transaction [Line Items]
Conversion price (in dollars per share) \| $ / shares		$ 1.29
Proceeds from issuance of related-party promissory notes, net of issuance costs paid									$ 258,700	$ 124,375
Change in estimated fair value related to convertible promissory note							$ 8,300		1,600
Change in fair value of convertible note related to instrument-specific credit risk							$ 820	$ 0	$ 820	0
Issuance of common stock in exchange for notes payable (in shares) \| shares		209,291,936
Common stock, shares authorized (in shares) \| shares							900,000,000		900,000,000		900,000,000
Interest paid									$ 32,902	21,000
Increase in fair value of embedded conversion feature from debt modification with entities under common control (Note 9)							$ 31,179		31,179	0
Subsequent Event
Related Party Transaction [Line Items]
Common stock, shares authorized (in shares) \| shares												1,350,000,000
Interest paid						$ 19,500
Affiliated Entity
Related Party Transaction [Line Items]
Interest expense on related-party notes							23,548	12,240	61,750	29,660
Amortization of debt discount							11,454	4,498	$ 35,278	5,242
Affiliated Entity \| Subsequent Event
Related Party Transaction [Line Items]
Interest paid	$ 19,500
Nant Capital \| Affiliated Entity \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread									8.00%		8.00%
Nant Capital \| Affiliated Entity \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread			8.00%
Nant Capital \| Affiliated Entity
Related Party Transaction [Line Items]
Interest rate											12.59%
Option to convert accrued and unpaid interest to shares of common stock (in dollars per share) \| $ / shares									$ 5.67
Nant Capital \| Affiliated Entity \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread									8.00%
Nant Capital \| Affiliated Entity \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread									8.00%
Nant Capital \| Affiliated Entity \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread									8.00%
Convertible Notes \| Affiliated Entity
Related Party Transaction [Line Items]
Carrying value of debt											$ 241,271
Principal amount outstanding											233,226
Debt discount											21,108
Convertible Notes \| Nant Capital \| Affiliated Entity
Related Party Transaction [Line Items]
Principal Amount							30,000		$ 30,000
Conversion price (in dollars per share) \| $ / shares				$ 2.28
Proceeds from issuance of related-party promissory notes, net of issuance costs paid				$ 29,900
Lender origination fee				$ 100
Carrying value of debt							28,281		28,281
Interest expense on related-party notes							2,600		3,600
Principal amount outstanding							30,000		30,000
Debt discount							0		0
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC
Related Party Transaction [Line Items]
Conversion price (in dollars per share) \| $ / shares					$ 5.67
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC \| Affiliated Entity
Related Party Transaction [Line Items]
Conversion price (in dollars per share) \| $ / shares													$ 5.67
Interest expense on related-party notes							3,900	3,800	10,300	11,200
Aggregate principal and accrued interest		$ 270,000			$ 56,600								$ 315,100
Amortization of debt discount							$ 1,900	700	$ 5,600	700
Effective interest rate							21.30%		21.30%
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC \| Affiliated Entity \| Minimum
Related Party Transaction [Line Items]
Interest rate													3.00%
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC \| Affiliated Entity \| Maximum
Related Party Transaction [Line Items]
Interest rate													6.00%
Convertible Notes \| NantWorks
Related Party Transaction [Line Items]
Debt converted, shares issued (in shares) \| shares					9,986,920
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC, Executed 9/11/2023 \| Affiliated Entity
Related Party Transaction [Line Items]
Principal Amount		$ 200,000
Conversion price (in dollars per share) \| $ / shares		$ 1.935
Proceeds from issuance of related-party promissory notes, net of issuance costs paid		$ 199,000
Lender origination fee		$ 1,000
Carrying value of debt							$ 165,289		$ 165,289
Interest rate							13.31%		13.31%
Principal amount outstanding							$ 200,000		$ 200,000
Debt discount							34,711		$ 34,711
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC, Executed 9/11/2023 \| Affiliated Entity \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread									8.00%
Promissory Notes \| Affiliated Entity
Related Party Transaction [Line Items]
Carrying value of debt											431,901
Interest expense on related-party notes							1,600
Principal amount outstanding											475,000
Debt discount							29,600		$ 29,600		$ 43,099
Promissory Notes \| Nant Capital \| Affiliated Entity
Related Party Transaction [Line Items]
Principal Amount			$ 30,000
Proceeds from issuance of related-party promissory notes, net of issuance costs paid			29,900
Lender origination fee			$ 100
Interest expense on related-party notes							1,000		1,100
Amortization of debt discount							$ 100		$ 100
Effective interest rate							15.60%		15.60%
Number of advances \| advance			3
Amount per advance			$ 10,000
Promissory Notes \| Nant Capital \| Affiliated Entity
Related Party Transaction [Line Items]
Carrying value of debt							$ 281,900		$ 281,900
Interest expense on related-party notes							10,100	7,200	29,600	17,300
Amortization of debt discount							$ 7,800	3,200	$ 24,500	3,900
Effective interest rate							18.80%		18.80%
Principal amount outstanding							$ 300,000		$ 300,000
Debt discount							18,100		18,100
Promissory Notes \| Nant Capital \| Affiliated Entity
Related Party Transaction [Line Items]
Carrying value of debt							120,000		120,000
Interest expense on related-party notes							4,200	1,200	12,300	1,200
Amortization of debt discount							$ 1,600	$ 600	$ 4,900	$ 600
Effective interest rate							17.00%		17.00%
Principal amount outstanding							$ 125,000		$ 125,000
Debt discount							5,000		5,000
Promissory Notes \| Nant Capital \| Affiliated Entity
Related Party Transaction [Line Items]
Carrying value of debt							48,800		48,800
Interest expense on related-party notes							1,700		4,900
Amortization of debt discount							$ 100		$ 200
Effective interest rate							15.50%		15.50%
Principal amount outstanding							$ 50,000		$ 50,000
Debt discount							$ 1,200		$ 1,200

Lease Arrangements - Summary of Information Regarding Leases (Detail)	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term, operating leases	6 years 3 months 18 days	6 years 7 months 6 days
Weighted average remaining lease term, finance leases	1 year	1 year 9 months 18 days
Weighted average discount rate, operating leases	10.50%	10.50%
Weighted average discount rate, finance leases	11.70%	11.70%

Financial Instruments - Accumulated Unrealized Losses on Marketable Debt Securities in Continuous Loss Position (Detail) $ in Thousands	Sep. 30, 2023 USD ($) security	Dec. 31, 2022 USD ($)
Investments, Debt and Equity Securities [Abstract]
Number of securities in an unrealized loss position \| security	12
Schedule Of Available For Sale Securities [Line Items]
Less than 12 months, Estimated Fair Value	$ 496	$ 0
Less than 12 months, Gross Unrealized Losses	(58)	0
More than 12 months, Estimated Fair Value	382	876
More than 12 months, Gross Unrealized Losses	(27)	(94)
Mutual funds
Schedule Of Available For Sale Securities [Line Items]
Less than 12 months, Estimated Fair Value	0	0
Less than 12 months, Gross Unrealized Losses	0	0
More than 12 months, Estimated Fair Value	37	36
More than 12 months, Gross Unrealized Losses	(2)	(2)
Foreign bonds
Schedule Of Available For Sale Securities [Line Items]
Less than 12 months, Estimated Fair Value	496	0
Less than 12 months, Gross Unrealized Losses	(58)	0
More than 12 months, Estimated Fair Value	345	840
More than 12 months, Gross Unrealized Losses	$ (25)	$ (92)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Subparagraph (aa)
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (aaa)
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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-Section 50
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-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
-SubTopic 10
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-Subparagraph (c)
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 320
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-Section 50
-Paragraph 3
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481800/320-10-50-3

+ Details

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ (95,582)	$ (110,938)	$ (349,804)	$ (308,352)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) $ in Thousands		2 Months Ended	3 Months Ended		6 Months Ended	7 Months Ended	9 Months Ended
	Jul. 25, 2023 USD ($) $ / shares yr	Sep. 30, 2023 USD ($) $ / shares yr	Sep. 30, 2023 USD ($) $ / shares yr	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares yr	Sep. 30, 2023 USD ($) $ / shares yr	Sep. 30, 2023 USD ($) $ / shares yr	Sep. 30, 2022 USD ($)	Jul. 20, 2023 $ / shares shares	Feb. 17, 2023 $ / shares yr	Feb. 15, 2023 shares	Dec. 31, 2022 USD ($) $ / shares yr	Dec. 12, 2022 $ / shares shares
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value of convertible note related to instrument-specific credit risk			$ 820	$ 0			$ 820	$ 0
Change in fair value of warrant liabilities			(14,265)	$ 0			(31,800)	$ 0
Convertible Notes \| Nant Capital \| Affiliated Entity
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal Amount		$ 30,000	$ 30,000		$ 30,000	$ 30,000	$ 30,000
Expected volatility \| Convertible Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Significant unobservable inputs, Level 3 valuations		1.008	1.008		1.008	1.008	1.008
Expected market yield \| Convertible Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Significant unobservable inputs, Level 3 valuations		0.252	0.252		0.252	0.252	0.252
Risk-free rate \| Convertible Notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Significant unobservable inputs, Level 3 valuations		0.054	0.054		0.054	0.054	0.054
December 2022 Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of period							$ 21,636
Change in fair value							(16,636)
Fair value, end of period		$ 5,000	$ 5,000		$ 5,000	$ 5,000	$ 5,000
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]							Change in fair value of warrant liabilities
Exercise price of warrants (in dollars per share) \| $ / shares													$ 6.60
December 2022 Warrants \| Registered Direct Offering
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Number of shares available for purchase (in shares) \| shares													9,090,909
December 2022 Warrants \| Exercise price per share
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input \| $ / shares		6.60	6.60		6.60	6.60	6.60					6.60
December 2022 Warrants \| Expected term
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input \| yr		1,200	1,200		1,200	1,200	1,200					2,000
December 2022 Warrants \| Expected volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input		1.520	1.520		1.520	1.520	1.520					0.994
December 2022 Warrants \| Expected dividend yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input		0	0		0	0	0					0
December 2022 Warrants \| Risk-free interest rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input		0.053	0.053		0.053	0.053	0.053					0.044
February 2023 Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of period						$ 23,698
Change in fair value						(6,810)	$ (6,800)
Fair value, end of period		$ 16,888	$ 16,888		$ 16,888	$ 16,888	$ 16,888
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]						Change in fair value of warrant liabilities
Exercise price of warrants (in dollars per share) \| $ / shares	$ 3.2946									$ 4.2636
Change in fair value of warrant liabilities	$ 7,300
February 2023 Warrants \| Registered Direct Offering
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Number of shares available for purchase (in shares) \| shares											14,072,615
February 2023 Warrants \| Exercise price per share
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input \| $ / shares		3.2946	3.2946		3.2946	3.2946	3.2946			4.2636
February 2023 Warrants \| Expected term
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input \| yr		2,800	2,800		2,800	2,800	2,800			2,000
February 2023 Warrants \| Expected volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input		1.448	1.448		1.448	1.448	1.448			0.970
February 2023 Warrants \| Expected dividend yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input		0	0		0	0	0			0
February 2023 Warrants \| Risk-free interest rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input		0.048	0.048		0.048	0.048	0.048			0.046
July 2023 Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of period		$ 25,836
Change in fair value		(8,354)					$ (8,400)
Fair value, end of period	$ 25,836	$ 17,482	$ 17,482		$ 17,482	$ 17,482	$ 17,482
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]						Change in fair value of warrant liabilities
July 2023 Warrants \| Registered Direct Offering
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Number of shares available for purchase (in shares) \| shares									14,569,296
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Exercise price of warrants (in dollars per share) \| $ / shares									$ 3.2946
July 2023 Warrants \| Exercise price per share
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input \| $ / shares	3.2946	3.2946	3.2946		3.2946	3.2946	3.2946
July 2023 Warrants \| Expected term
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input \| yr	3,000	2,800	2,800		2,800	2,800	2,800
July 2023 Warrants \| Expected volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input	1.210	1.448	1.448		1.448	1.448	1.448
July 2023 Warrants \| Expected dividend yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input	0	0	0		0	0	0
July 2023 Warrants \| Risk-free interest rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Measurement input	0.045	0.048	0.048		0.048	0.048	0.048
Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of period					$ 29,850
Change in fair value					(1,569)
Fair value, end of period		$ 28,281	$ 28,281		$ 28,281	$ 28,281	$ 28,281
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]					Change in fair value of warrant liabilities
Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		190,613	190,613		$ 190,613	190,613	190,613					$ 108,024
Liabilities measured at fair value		(67,670)	(67,670)		(67,670)	(67,670)	(67,670)					(21,655)
Fair Value, Measurements, Recurring \| Current Assets \| Equity securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		1,656	1,656		1,656	1,656	1,656					2,507
Fair Value, Measurements, Recurring \| Current Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		158	158		158	158	158
Fair Value, Measurements, Recurring \| Current Assets \| Mutual funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		38	38		38	38	38					36
Fair Value, Measurements, Recurring \| Current Assets \| Cash and cash equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		177,963	177,963		177,963	177,963	177,963					104,641
Fair Value, Measurements, Recurring \| Current Assets \| Cash and cash equivalents \| Government-sponsored securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value												32,000
Fair Value, Measurements, Recurring \| Current Assets \| Cash and cash equivalents \| Corporate debt securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value												8,800
Fair Value, Measurements, Recurring \| Current Assets \| U.S. Treasury securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		9,981	9,981		9,981	9,981	9,981
Fair Value, Measurements, Recurring \| Noncurrent Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		817	817		817	817	817					840
Fair Value, Measurements, Recurring \| Current Liabilities \| Contingent consideration obligations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		(19)	(19)		(19)	(19)	(19)					(19)
Fair Value, Measurements, Recurring \| Noncurrent Liabilities \| Outstanding third-party warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		(39,370)	(39,370)		(39,370)	(39,370)	(39,370)					(21,636)
Fair Value, Measurements, Recurring \| Noncurrent Liabilities \| Related-party convertible notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		(28,281)	(28,281)		(28,281)	(28,281)	(28,281)
Fair Value, Measurements, Recurring \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		189,638	189,638		189,638	189,638	189,638					66,403
Liabilities measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 1 \| Current Assets \| Equity securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		1,656	1,656		1,656	1,656	1,656					2,507
Fair Value, Measurements, Recurring \| Level 1 \| Current Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0
Fair Value, Measurements, Recurring \| Level 1 \| Current Assets \| Mutual funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		38	38		38	38	38					36
Fair Value, Measurements, Recurring \| Level 1 \| Current Assets \| Cash and cash equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		177,963	177,963		177,963	177,963	177,963					63,860
Fair Value, Measurements, Recurring \| Level 1 \| Current Assets \| U.S. Treasury securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		9,981	9,981		9,981	9,981	9,981
Fair Value, Measurements, Recurring \| Level 1 \| Noncurrent Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 1 \| Current Liabilities \| Contingent consideration obligations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 1 \| Noncurrent Liabilities \| Outstanding third-party warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 1 \| Noncurrent Liabilities \| Related-party convertible notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		0	0		0	0	0
Fair Value, Measurements, Recurring \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		975	975		975	975	975					41,621
Liabilities measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 2 \| Current Assets \| Equity securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 2 \| Current Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		158	158		158	158	158
Fair Value, Measurements, Recurring \| Level 2 \| Current Assets \| Mutual funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 2 \| Current Assets \| Cash and cash equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0					40,781
Fair Value, Measurements, Recurring \| Level 2 \| Current Assets \| U.S. Treasury securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0
Fair Value, Measurements, Recurring \| Level 2 \| Noncurrent Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		817	817		817	817	817					840
Fair Value, Measurements, Recurring \| Level 2 \| Current Liabilities \| Contingent consideration obligations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 2 \| Noncurrent Liabilities \| Outstanding third-party warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 2 \| Noncurrent Liabilities \| Related-party convertible notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		0	0		0	0	0
Fair Value, Measurements, Recurring \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0					0
Liabilities measured at fair value		(67,670)	(67,670)		(67,670)	(67,670)	(67,670)					(21,655)
Fair Value, Measurements, Recurring \| Level 3 \| Current Assets \| Equity securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 3 \| Current Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0
Fair Value, Measurements, Recurring \| Level 3 \| Current Assets \| Mutual funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 3 \| Current Assets \| Cash and cash equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 3 \| Current Assets \| U.S. Treasury securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0
Fair Value, Measurements, Recurring \| Level 3 \| Noncurrent Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total assets measured at fair value		0	0		0	0	0					0
Fair Value, Measurements, Recurring \| Level 3 \| Current Liabilities \| Contingent consideration obligations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		(19)	(19)		(19)	(19)	(19)					(19)
Fair Value, Measurements, Recurring \| Level 3 \| Noncurrent Liabilities \| Outstanding third-party warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		(39,370)	(39,370)		(39,370)	(39,370)	(39,370)					$ (21,636)
Fair Value, Measurements, Recurring \| Level 3 \| Noncurrent Liabilities \| Related-party convertible notes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		$ (28,281)	$ (28,281)		$ (28,281)	$ (28,281)	$ (28,281)

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 82	$ 118	$ 483	$ 167
Operating expenses:
Research and development (including amounts with related parties)	48,402	71,612	180,834	190,072
Selling, general and administrative (including amounts with related parties)	31,816	19,310	96,510	76,493
Total operating expenses	80,218	90,922	277,344	266,565
Loss from operations	(80,136)	(90,804)	(276,861)	(266,398)
Other expense, net:
Interest and investment income, net	35	857	647	723
Interest expense (including amounts with related parties)	(35,021)	(16,764)	(97,072)	(34,953)
Loss on equity method investment	(1,255)	(4,456)	(7,549)	(8,553)
Change in fair value of warrant liabilities	14,265	0	31,800	0
Change in fair value of convertible note	7,517	0	749	0
Other (expense) income, net (including amounts with related parties)	(1,047)	6	(2,152)	187
Total other expense, net	(15,506)	(20,357)	(73,577)	(42,596)
Loss before income taxes and noncontrolling interests	(95,642)	(111,161)	(350,438)	(308,994)
Income tax expense	0	0	0	0
Net loss	(95,642)	(111,161)	(350,438)	(308,994)
Net loss attributable to noncontrolling interests, net of tax	(60)	(223)	(634)	(642)
Net loss attributable to ImmunityBio common stockholders	$ (95,582)	$ (110,938)	$ (349,804)	$ (308,352)
Net loss per ImmunityBio common share – basic (in dollars per share)	$ (0.19)	$ (0.28)	$ (0.77)	$ (0.77)
Net loss per ImmunityBio common share - diluted (in dollars per share)	$ (0.19)	$ (0.28)	$ (0.77)	$ (0.77)
Weighted-average number of common shares used in computing net loss per share – basic (in shares)	498,375,316	400,059,707	454,994,192	398,652,562
Weighted-average number of common shares used in computing net loss per share – diluted (in shares)	498,375,316	400,059,707	454,994,192	398,652,562

Financial Statement Details - Interest and Investment Income, Net (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Financial Statement Details [Abstract]
Interest income	$ 610	$ 253	$ 1,486	$ 2,193
Unrealized (losses) gains from equity securities	(593)	614	(851)	162
Investment amortization expense, net	0	(10)	0	(1,513)
Net realized gains (losses) on investments	18	0	12	(119)
Interest and investment income, net	$ 35	$ 857	$ 647	$ 723

- Definition

Amount of unrealized gain (loss) on investment in debt and equity securities.

+ References + Details

Collaboration and License Agreements and Acquisition	9 Months Ended
Collaboration and License Agreements and Acquisition	Sep. 30, 2023
Research and Development [Abstract]
Collaboration and License Agreements and Acquisition	Collaboration and License Agreements and Acquisition Collaboration Agreement Amyris Joint Venture In December 2021, ImmunityBio and Amyris entered into a 50:50 joint venture arrangement and formed a new limited liability company to conduct the business of the joint venture. The purpose of the joint venture is to accelerate commercialization of a next-generation COVID-19 vaccine utilizing an RNA vaccine-platform. As part of the limited liability agreement, Amyris contributed $1.0 million in cash and rights to its license agreement with AAHI for an RNA platform for the field of COVID-19. ImmunityBio contributed $1.0 million in cash and priority access to its manufacturing capacity for the joint venture product. Both parties agreed to enter into a separate manufacturing and supply agreement and a sublicense agreement following the execution of the joint venture agreement. The joint venture agreement stipulates the initial terms for equal representation in the management of the newly-formed joint venture. The joint venture is managed by a board of directors consisting of four directors: two appointed by the company and two appointed by Amyris. Both parties agreed to make additional capital contributions in cash, in proportion to their respective interests, as determined by the board of directors of the joint venture. We considered the joint venture entity as a VIE and determined that we are not the primary beneficiary of the VIE. We account for our investment in the joint venture using the equity method of accounting and recorded our 50% share of the net loss from the joint venture totaling $1.3 million and $4.5 million during the three months ended September 30, 2023 and 2022, and $7.5 million and $8.6 million during the nine months ended September 30, 2023 and 2022, respectively, in other expense, net, on the condensed consolidated statements of operations. Such losses incurred during the three and nine months ended September 30, 2023 and 2022 were attributed to expenses incurred by us on behalf of the joint venture. We are not obligated to fund the joint venture’s potential future losses. In August 2023, Amyris announced that it filed for Chapter 11 bankruptcy protection. There can be no assurance that we will receive any recovery on account of our claims against Amyris, including for Amyris’ portion of expenses incurred by the joint venture. As of September 30, 2023, the carrying amount of our equity investment in the joint venture was zero. License Agreements 3M IPC and AAHI License Agreement We have licensed rights to 3M-052, a synthetic TLR7/8 agonist, 3M-052 formulations and related technology from 3M IPC and its affiliates and AAHI. In November 2021 we obtained nonexclusive rights in the field of SARS-CoV-2 and in June 2022 we modified those rights and expanded the scope of the license to include (1) SARS-CoV-2 and other infectious diseases including malaria, HIV, tuberculosis, hookworm and varicella zoster on an exclusive basis in countries other than LMIC, and (2) oncology applications, when used in combination with our proprietary technology and/or IL-15 agonists. In consideration for the license, we agreed to make certain periodic license payments, including $2.25 million each year through June 2025. We have also agreed to make payments upon the achievement of certain regulatory milestone events and tiered royalties ranging from the low to high single-digits as a percentage of net sales. Beginning in April 2026, the annual minimum licensing payment is $1.0 million, which can be credited against any royalty payments due under this agreement. In June 2023, we made an annual license maintenance fee payment of $2.25 million. For the three months ended September 30, 2023 and 2022, we expensed $0.6 million and $0.4 million, respectively, in research and development expense, on the condensed consolidated statements of operations. For the nine months ended September 30, 2023 and 2022, we expensed $1.5 million and $0.6 million, respectively, in research and development expense, on the condensed consolidated statements of operations. AAHI License Agreements In May 2021, we entered into two license agreements with AAHI pursuant to which we received a license to certain patents and know-how relating to AAHI’s (i) adjuvant formulations for the treatment, prevention and/or diagnosis of SARS-CoV-2 (the AAHI Adjuvant Formulation License Agreement) and (ii) RNA vaccine platform as further described below (the AAHI RNA License Agreement). Under both agreements, we were obligated to pay one-time, non-creditable, non-refundable upfront cash payments totaling $2.0 million. In addition, under the AAHI Adjuvant Formulation License Agreement we owe milestone payments to a total of up to $2.5 million based on the achievement of certain development and regulatory milestones for the first licensed product and royalties on annual net sales of licensed products on a country-by-country and product-by-product basis of a low-single digit percentage, subject to certain royalty-reduction provisions. No milestone fees were incurred during the nine months ended September 30, 2023 and 2022, respectively. In September 2021, we amended and restated the AAHI RNA License Agreement, pursuant to which AAHI granted us an exclusive, worldwide, sublicensable license to AAHI’s rights to an RNA vaccine platform for the development and commercialization of certain therapeutic, diagnostic or prophylactic products for the prevention, treatment or diagnosis of any indication, other than those subject to pre-existing third-party license grants, including, without limitation, SARS-CoV-2. Pursuant to the terms of the amended and restated AAHI RNA License Agreement, we made a one-time, non-creditable, non-refundable, upfront payment to AAHI of $1.5 million and a license maintenance fee of $3.0 million in June 2022. The company is required to pay license maintenance fees to AAHI of $5.5 million annually from 2023 through 2030. The company may terminate the restated agreement without cause by paying AAHI a $10.0 million one-time early termination fee. In addition, the milestone payments to AAHI based on the achievement of certain development and regulatory milestones for the first licensed product were amended to a total of up to $4.0 million. We are required to pay royalties on annual net sales of licensed products on a country-by-country and product-by-product basis of a low- to mid-single digit percentage. As of September 30, 2023, $0.3 million of license payable was recorded in accrued expenses and other liabilities, on the condensed consolidated balance sheet. During the three months ended September 30, 2023 and 2022, respectively, $1.4 million and $0.8 million were recorded in research and development expense, on the condensed consolidated statements of operations related to the license agreement. During the nine months ended September 30, 2023 and 2022, respectively, $3.1 million and $1.0 million were recorded in research and development expense, on the condensed consolidated statements of operations related to the license agreement. In connection with the license agreements, in May 2021 we also entered into a sponsored research agreement with AAHI pursuant to which we will fund continued research of at least $2.0 million per year, payable in four equal quarterly installments each year until May 2024, or such year of earlier termination. We recorded $0.5 million and $0.7 million, respectively, during the three and nine months ended September 30, 2023 in research and development expense, on the condensed consolidated statement of operations related to the sponsored research agreement. Acquisition Dunkirk Facility Leasehold Interest On February 14, 2022, we completed the acquisition of the Dunkirk Facility (approximately 409,000 rentable square feet of cGMP ISO Class 5 pharmaceutical manufacturing space) from Athenex (the Seller), which we believe will provide us with a state-of-the-art biotech production center that will substantially expand and diversify our manufacturing capacity in the U.S. and ability to scale production associated with certain of our product candidates. The company accounted for the transaction as an asset acquisition because the Dunkirk Facility’s integrated set of assets and activities did not meet the definition of a business. Upon the closing of the Dunkirk transaction, the company became the tenant of the Dunkirk Facility under the Fort Schuyler Management Corporation Lease, dated October 1, 2021 and as amended as of the February 14, 2022 closing date (as amended, the Dunkirk Lease), with FSMC as landlord. The Dunkirk Facility, as well as certain equipment, is owned by FSMC and is leased to us under the Dunkirk Lease. Our annual lease payment is $2.00 per year for an initial 10-year term, with one option to renew the lease under substantially the same terms and conditions for an additional 10-year term. As part of the transaction, we assumed certain of the Seller’s obligations under various third-party agreements (the Facility Agreements), subject to the terms and conditions of the purchase agreement by and between the company and the Seller dated as of January 7, 2022, and committed to spend an aggregate of $1.52 billion on operational expenses during the initial term, and an additional $1.50 billion on operational expenses if we elect to renew the lease for one additional 10-year term. We also committed to hiring 450 employees at the Dunkirk Facility within the first five years of operations, with 300 such employees to be hired within the first 2.5 years of operation. We are eligible for certain sales-tax exemption savings during the development of the Dunkirk Facility, and certain property tax savings over the next 20 years, subject to certain terms and conditions, including performance of certain of the obligations described above. Failure to satisfy the obligations over the lease term may give rise to certain rights and remedies of governmental authorities including, for example, termination of the Dunkirk Lease and other Facility Agreements and potential recoupment of a percentage of the grant funding received by the Seller for construction of the facility and other benefits received, subject to the terms and conditions of the applicable agreements. Although we believe that governmental funding will assist in funding a portion of the further build-out of the Dunkirk Facility, which we estimate to be approximately $8.0 million to $10.0 million of governmental funding remaining available as of September 30, 2023, there can be no assurance as to the final acceptance and timing of the requests for governmental funding that we submit, and we will need to plan and fund most of the additional build-out of, and purchase additional equipment for, the Dunkirk Facility in connection with our planned full operations. In addition, any future governmental funding will be subject to the eligibility of submitted expenses, as well as our compliance with the obligations that we are subject to pursuant to the agreements with parties regarding the Dunkirk Facility as described above. Further, on May 14, 2023, Athenex, together with certain of its subsidiaries, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Court for the Southern District of Texas (the Athenex Proceedings). We do not know what, if any, impact the Athenex Proceedings will have on any portion of the potential governmental funding remaining for the Dunkirk Facility.

Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	174,353,379	73,611,704
Related-party convertible notes
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	116,517,067	55,685,000
Outstanding third-party warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	37,732,820	0
Outstanding stock options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	9,861,676	9,340,177
Outstanding RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	8,603,816	6,948,527
Outstanding related-party warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,638,000	1,638,000

Stockholders' Deficit - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions				1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 20, 2023	Feb. 15, 2023	Dec. 12, 2022	Apr. 30, 2021	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Oct. 18, 2023	Jul. 25, 2023	Feb. 28, 2023	Feb. 17, 2023
Class Of Stock [Line Items]
Common stock, shares authorized (in shares)					900,000,000		900,000,000		900,000,000
Common stock, par value (in dollars per share)					$ 0.0001		$ 0.0001		$ 0.0001
December 2022 Warrants
Class Of Stock [Line Items]
Exercise price of warrants (in dollars per share)			$ 6.60
February 2023 Warrants
Class Of Stock [Line Items]
Exercise price of warrants (in dollars per share)											$ 3.2946		$ 4.2636
ATM Offering Program
Class Of Stock [Line Items]
Sale of stock issued in transaction					$ 2.5		$ 16.1
Available for future stock issuance					208.8		208.8
ATM Offering Program \| Maximum
Class Of Stock [Line Items]
Percentage of sales agent commission				3.00%
February 2023 Shelf Registration Statement
Class Of Stock [Line Items]
Maximum offering												$ 750.0
Sale of stock issued in transaction							184.4
Available for future stock issuance					565.6		$ 565.6
Registered Direct Offering
Class Of Stock [Line Items]
Sale of stock issued in transaction		$ 47.0	$ 47.0
Sale of stock issued in transaction (in shares)	14,569,296	14,072,615	9,090,909
Sale of stock (in dollars per share)		$ 3.5530	$ 5.50
Placement agent fees and other offering costs	$ 2.5	$ 3.0	$ 3.0
Stock issuance costs						$ 2.0			$ 1.9
Registered Direct Offering \| December 2022 Warrants
Class Of Stock [Line Items]
Number of shares available for purchase (in shares)			9,090,909
Registered Direct Offering \| February 2023 Warrants
Class Of Stock [Line Items]
Number of shares available for purchase (in shares)		14,072,615
Registered Direct Offering \| July 2023 Warrants
Class Of Stock [Line Items]
Sale of stock issued in transaction	$ 37.5
Number of shares available for purchase (in shares)	14,569,296
Exercise price of warrants (in dollars per share)	$ 3.2946
Sale of stock (in dollars per share)	$ 2.7455
Stock issuance costs	$ 12.7
2015 Share Repurchase Plan
Class Of Stock [Line Items]
Repurchase of common stock, shares (in shares)							0	0
Remaining authorized repurchase amount					$ 18.3		$ 18.3
Subsequent Event
Class Of Stock [Line Items]
Common stock, shares authorized (in shares)										1,350,000,000
Common stock, par value (in dollars per share)										$ 0.0001
Preferred stock, par value (in dollars per share)										$ 0.0001
Preferred stock, shares authorized (in shares)										20,000,000

Stock-Based Compensation - Stock Option Activity (Detail) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Number of Options
Outstanding, beginning balance (in shares) \| shares	9,262,926
Granted (in shares) \| shares	949,578
Exercised (in shares) \| shares	(183,236)
Forfeited/expired (in shares) \| shares	(167,592)
Outstanding, ending balance (in shares) \| shares	9,861,676	9,262,926
Vested and exercisable (in shares) \| shares	5,877,381	3,445,499
Weighted- Average Exercise Price
Outstanding, beginning balance (in dollars per share) \| $ / shares	$ 9.87
Granted (in dollars per share) \| $ / shares	2.99
Exercised (in dollars per share) \| $ / shares	1.60
Forfeited/expired (in dollars per share) \| $ / shares	5.48
Outstanding, ending balance (in dollars per share) \| $ / shares	9.44	$ 9.87
Vested and exercisable (in dollars per share) \| $ / shares	$ 11.53
Aggregate Intrinsic Value
Outstanding, beginning balance \| $	$ 4,848
Outstanding, ending balance \| $	105	$ 4,848
Vested and exercisable \| $	$ 105
Weighted- Average Remaining Contractual Life (in years)
Outstanding	6 years 10 months 24 days	7 years 2 months 12 days
Vested and exercisable	5 years 7 months 6 days

Lease Arrangements - Additional Information (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Lessee Lease Description [Line Items]
Operating lease payments related to options to extend lease terms	$ 11.5
Minimum
Lessee Lease Description [Line Items]
Initial term of lease arrangement	2 years
Optional extended lease term	1 year
Maximum
Lessee Lease Description [Line Items]
Initial term of lease arrangement	10 years
Optional extended lease term	10 years