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Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2022
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, LLC (NantWorks), a related party, acquired a 100% interest in VivaBioCell, S.p.A. (VivaBioCell) through its wholly-owned subsidiary, VBC Holdings, LLC, (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 the year ended December 31, 2021. The remaining $0.3 million, net of foreign exchange adjustment, was paid during the year ended December 31, 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 our 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. In July 2022 we announced that the FDA had accepted our BLA for review and set a target PDUFA action date of May 23, 2023. It is unclear if the FDA will approve our BLA, if at all. 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 December 31, 2022, Dr. Soon-Shiong 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 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 BioScience Corporation. 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 BioScience 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. As of December 31, 2021, we had accrued $7.1 million related to the dissenting share obligation. 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 Therapeutics, Inc. (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, Inc. from NantPharma, LLC (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. The company believes the case is without merit and intends to vigorously defend against the claims asserted. Trial has been set to commence in Sorrento’s Superior Court action on July 17, 2023. 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 have 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 is payable to NantCell, and the remainder of which is 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-bk-90085 (Bankr. S.D. Tex.) (DRJ). The company intends to continue to pursue vigorously, consistent with its rights in light of Sorrento’s Chapter 11 filing, the collection of the judgments and 10% post-judgment interest from Sorrento, but we make no assurances that we will receive the full amount or with respect to the timing of our receipt of any funds. The Superior Court actions remain pending, and it remains to be determined how, if at all, the awards in the arbitrations will affect the Superior Court actions. A July 17, 2023 trial date has been set in the first-filed Superior Court action. An estimate of the possible loss or range of loss resulting from the Superior Court litigation cannot be made at this time. 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, or in the alternative, damages for the alleged breaches. On September 25, 2020, the parties entered into a standstill and tolling agreement under which, among other things, the parties affirmed they will perform certain of their obligations under the license agreement by specified dates and agreed that all deadlines in the arbitration are indefinitely extended. The standstill agreement may be terminated by any party on ten calendar days’ notice, and upon termination, the parties will have the right to pursue claims arising from the license agreement in any appropriate tribunal. The parties have been providing periodic updates to the International Chamber of Commerce confirming a stay of all proceedings during the standstill. Given that this action remains at the pleading stage and 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 lack merit and intend to defend the case vigorously and that we may have counterclaims. Litigation Related to the Merger with ImmunityBio, Inc. In connection with the Merger with NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company), a Delaware corporation, via a wholly-owned subsidiary of NantKwest, several complaints were filed as individual actions in the United States District Courts, and subsequently were voluntarily dismissed (the Merger Actions). The Merger Actions generally alleged that the Definitive Proxy Statement filed with the SEC on February 2, 2021 misrepresented and/or omitted certain purportedly material information relating to financial projections, analysis performed by the financial advisor to NantKwest’s Special Committee, alleged past engagements of the Special Committee’s financial advisor and industry consultant, and the terms of the engagement of such consultant. The Merger Actions asserted violations of Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Rule 14a-9 promulgated thereunder against all defendants and violations of Section 20(a) of the Exchange Act against NantKwest’s directors. The Merger Actions sought, among other things, an injunction enjoining the stockholder vote on the Merger and the consummation of the Merger unless and until certain additional information was disclosed to NantKwest’s stockholders, costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees, and other relief the Court may deem just and proper. Neither the stockholder vote on the Merger nor the Merger were enjoined and both occurred on March 8 and March 9, 2021, respectively. The Merger Actions were voluntarily dismissed on March 25, 2022. 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. Unconditional Purchase Obligations Unconditional purchase obligations are defined as an agreement to purchase goods or services that are enforceable and legally binding (non-cancelable, or cancelable only in certain circumstances). In the normal course of business, we enter into unconditional purchase obligation arrangements with a CMO to reserve manufacturing slots in its cGMP manufacturing facility for the manufacture and supply of cGMP batches per FDA and European Medicines Agency (EMA) regulations for commercial use. The total amount of future non-cancelable purchase commitments related to the manufacture of cGMP batches is $19.5 million and $5.6 million for the years ending December 31, 2023 and 2024, respectively. Commitments We did not enter into any significant contracts or material unconditional purchase commitments during the year ended December 31, 2022, other than those disclosed in these consolidated financial statements.

Subsequent Event	12 Months Ended
Subsequent Event	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Event Registered Direct Offering On February 15, 2023, we entered into a securities purchase agreement with certain institutional investors for the sale of 14,072,615 shares of our common stock, as well as warrants 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, generating net proceeds of approximately $47.0 million, after deducting placement agent fees and other estimated offering costs. The warrants are immediately exercisable after the issuance date and expire two years after the initial issuance date. The closing of the offering occurred on February 17, 2023. We currently intend to use the net proceeds from this offering, together with other available funds, to progress our pre-commercialization efforts and clinical development programs, fund other research and development activities, for capital expenditures, and for other general corporate purposes. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments.

Collaboration and License Agreements

12 Months Ended

Dec. 31, 2022

Research and Development [Abstract]

Collaboration and License Agreements

Collaboration and License Agreements and Acquisition

Collaboration Agreements

National Cancer Institute

2015 NCI CRADA

In May 2015, Etubics Corporation (Etubics) entered into a Cooperative Research and Development Agreement (CRADA) with the U.S. Department of Health and Human Services (HHS) as represented by the National Cancer Institute (NCI) of the National Institutes of Health (NIH) to collaborate on the preclinical and clinical development of an adenovirus technology expressing tumor-associated antigens (TAAs) for cancer immunotherapy. In January 2016, we acquired all of the outstanding equity interests in Etubics and Etubics became a wholly-owned subsidiary.

Effective January 2018, our subsidiary NantCell assumed the CRADA and it was amended to cover a collaboration for the preclinical and clinical development of our proprietary yeast-based Tarmogens expressing TAAs and proprietary adenovirus technology expressing TAAs for cancer immunotherapy. Pursuant to the CRADA, the NCI provides scientific staff and other support necessary to conduct research and related activities as described in the CRADA. During the term of the CRADA, we were required to make annual payments of $0.6 million to the NCI for support of research activities.

In November 2021, NantCell entered into a third amendment to the CRADA, which was effective as of March 16, 2021. The principal changes effected by the third amendment are the following: (i) assignment of the CRADA from NantCell to ImmunityBio; (ii) modification of the research plan; (iii) extension of the CRADA term through May 2026; and (iv) an increase in funding for a total of $1.3 million per year, payable in semi-annual installments from 2022 through 2025.

We recorded R&D expense of $1.2 million, $1.1 million and $0.6 million in research and development expense on the consolidated statements of operations for the year ended December 31, 2022, 2021 and 2020, respectively.

Pursuant to the updated CRADA research plan, NCI and ImmunityBio will collaborate on the preclinical and clinical development of ImmunityBio’s proprietary adenovirus platform expressing TAAs; proprietary yeast platform expressing TAAs; proprietary agent N-803 and derivatives, agent N-809 and derivatives, and/or TxM product candidates; proprietary recombinant NK cells and mAbs; proprietary RNA vaccines and adjuvants; and other proprietary agents owned or controlled by ImmunityBio as contemplated in the research plan, for cancer immunotherapy.

Under any of the CRADAs, any party may unilaterally terminate the agreement by providing timely advance written notice to the other party before the desired termination date.

Pursuant to the terms of the CRADAs, we have an option to elect to negotiate an exclusive or non-exclusive commercialization license to any inventions discovered in the performance of any of the CRADAs. The parties jointly own any inventions and materials that are jointly produced by employees of both parties in the course of performing activities under the CRADAs.

Amyris Joint Venture

In December 2021, ImmunityBio and Amyris, Inc. (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 license. 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 our 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. In February 2022, we made a cash investment totaling $1.0 million in the joint venture’s common stock. 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 $12.1 million and $0.8 million in other expense, net, on the consolidated statements of operations for the years ended December 31, 2022 and 2021, respectively. Such losses include $11.9 million of expenses incurred by us on behalf of the joint venture during the year ended December 31, 2022. We are not obligated to fund the joint venture’s potential future losses, and therefore will not record additional equity method losses that would result in our equity investment in the joint venture to be reduced to below zero. As of December 31, 2022, the carrying amount of our equity investment in the joint venture was zero.

License Agreements

3M Innovative Properties Company (3M IPC) and the Access to Advanced Health Institute (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 low- and middle-income countries (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, with the June 2022 payment being partially offset by the $0.5 million previously paid under the initial November 2021 license agreement. 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 2022, we made a payment of $1.75 million for the annual license maintenance fee. We expensed $1.0 million and $0.5 million in research and development expense, on the consolidated statements of operations, for the years ended December 31, 2022 and 2021, respectively.

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 for the year ended December 31, 2022.

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 an additional one-time, non-creditable, non-refundable, upfront payment to AAHI of $1.5 million. The company is also required to pay license maintenance fees to AAHI as follows: $3.0 million in 2022 and $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. In June 2022, we made a payment of $3.0 million for the annual license maintenance fee. We recorded $1.8 million and $1.5 million in research and development expense, on the consolidated statements of operations during the years ended December 31, 2022 and 2021, respectively.

In connection with the license agreements, in May 2021 we also entered into a sponsored research agreement with the 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.

Viracta License Agreement

In 2017, we entered into an agreement with Viracta under which we were granted exclusive worldwide rights to Viracta’s Phase 2 drug candidate, VRx-3996 (nanatinostat), for use in combination with our platform of NK cell therapies. In consideration for the license, we are obligated to pay Viracta mid-single digit percentage royalties on net sales of licensed products for therapeutic use and milestone payments ranging from $10.0 million to $25.0 million up to an aggregate maximum of $100.0 million for various regulatory approvals and cumulative net sales levels. We may terminate the agreement, at our sole discretion, in whole or on a product by product and/or country by country basis, at any time upon 90 days’ prior written notice. In addition, either party may terminate the agreement in the event of a material breach or for bankruptcy of the other party. To date, we have not had incurred any royalty or milestone payment obligations under this agreement, including during the years ended December 31, 2022, 2021 and 2020.

Acquisition

Dunkirk Facility Leasehold Interest

On February 14, 2022, we completed the acquisition of a leasehold interest in approximately 409,000 rentable square feet of current Good Manufacturing Practice (cGMP) ISO Class 5 pharmaceutical manufacturing space in western New York (the Dunkirk Facility) from Athenex, Inc. (the Seller). We believe this facility will provide us with a state-of-the-art biotech production center that will substantially expand and diversify our existing manufacturing capacity in the U.S. and the ability to scale production across all of our key platforms. The company accounted for the transaction as an asset acquisition because the Dunkirk Facility’s integrated set of assets and activities does not meet the definition of a business.

The total consideration for the acquisition was approximately $40.5 million, including a cash payment of $40.0 million, and transaction costs of approximately $0.5 million. The following table summarizes the fair value of assets acquired as of the acquisition date (in thousands):


Construction in progress	$	10,043
Leasehold improvements	6,253
Definite-lived intangible assets (1)	21,229
Other depreciable assets and prepaid expenses	2,983
Total consideration	$	40,508

_______________

(1)Definite-lived intangible assets consist of favorable leasehold rights totaling $20.4 million and organized workforce totaling $0.8 million as of the acquisition date.

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 Fort Schuyler Management Corporation, a not-for-profit corporation affiliated with the State of New York (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 will be $2.00 per year for an initial 10-year term, with an 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 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 the additional 10-year term. We also committed to hiring 450 employees at the Dunkirk Facility within the first 5 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.

In connection with the ongoing partnership with the State of New York (the State) to construct the Dunkirk Facility, we received funds from the State as reimbursement for certain expenses incurred related to such construction totaling $1.1 million for the year ended December 31, 2022. 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 December 31, 2022, 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.

Dunkirk Facility Workforce Reduction

In September 2022, the company initiated a workforce reduction at the Dunkirk Facility as a result of upcoming construction at the project, which we believe may take approximately 12 to 18 months. In connection with the workforce reduction, we recorded severance and retention benefits for the terminated employees totaling $1.0 million during the year ended December 31, 2022 in selling, general and administrative expense, on the consolidated statement of operations. The terminated employees were not required to render service through their termination date in December 2022 to receive these benefits.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC. The 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.

Principles of Consolidation

The consolidated financial statements include the accounts of the company and its subsidiaries in which the company has a controlling financial interest. The consolidated financial statements also include certain variable interest entities in which we are the primary beneficiary (as described in more detail below). For consolidated entities where we have less than 100% of ownership, we record net loss attributable to noncontrolling interest on the consolidated statement of operations equal to the percentage of the ownership interest retained in such entities by the respective noncontrolling parties. Any material intercompany transactions and balances have been eliminated upon consolidation.

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.

If the entity is within the scope of the variable interest model and meets the definition of a variable interest entity (VIE), we consider whether we must consolidate the VIE or provide additional disclosures regarding our involvement with the VIE. If we determine that we are the primary beneficiary of the VIE, we will consolidate the VIE. This analysis is performed at the initial investment in the entity or upon any reconsideration event.

For entities we hold as an equity investment that are not consolidated under the VIE model, we consider whether our investment constitutes a controlling financial interest in the entity and therefore should be considered for consolidation under the voting interest model.

Liquidity

As of December 31, 2022, the company had an accumulated deficit of $2.4 billion. We also had negative cash flows from operations of $337.5 million for the year ended December 31, 2022. 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 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 “at-the-market” sales agreement with Jefferies LLC (the ATM), of which we had $225.4 million available for future issuance as of December 31, 2022), 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 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 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 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, contingent value right 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, 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 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.

Acquisitions

We make certain judgments to determine whether transactions should be accounted for as acquisitions of assets or as business combinations. If it is determined that substantially all of the fair value of gross assets acquired in a transaction is concentrated in a single asset (or a group of similar assets), the transaction is treated as an acquisition of assets. We evaluate the inputs, processes, and outputs associated with the acquired set of activities and assets. If the assets in a transaction include an input and a substantive process that together significantly contribute to the ability to create outputs, the transaction is treated as an acquisition of a business.

We account for business combinations using the acquisition method of accounting, which requires that assets acquired and liabilities assumed generally be recorded at their fair values as of the acquisition date. Excess of consideration over the fair value of net assets acquired is recorded as goodwill. Estimating fair value requires us to make significant judgments and assumptions. We perform impairment testing of goodwill annually or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

In transactions accounted for as asset acquisitions, the cost of an asset acquisition, including transaction costs, are allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition. Any difference between the cost of an asset acquisition and the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on their relative fair values. In an asset acquisition, upfront payments allocated to in-process research and development projects at the acquisition date are expensed unless there is an alternative future use. In addition, product development milestones are expensed upon achievement. Any contingent consideration, such as payments upon achievement of various developmental, regulatory and commercial milestones, generally is not recognized at the acquisition date.

Contingencies

We record accruals for loss contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We accrue for the best estimate of a loss within a range; however, if no estimate in the range is better than any other, then we accrue the minimum amount in the range. If we determine that a material loss is reasonably possible, we disclose the possible loss or range of loss, or that the amount of loss cannot be estimated at this time. We evaluate, on a quarterly basis, developments in legal proceedings and other matters that could cause a change in the potential amount of the liability recorded or the range of potential losses disclosed. Moreover, we record gain contingencies only when they are realizable and the amount is known. Additionally, we record our rights to insurance recoveries, limited to the extent of incurred or probable losses, as a receivable when such recoveries have been agreed to with our third-party insurers and when receipt is deemed probable. This includes instances when our third-party insurers have agreed to pay, on our behalf, certain legal defense costs and settlement amounts directly to applicable law firms and a settlement fund.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, marketable securities, and a convertible note receivable.

We attempt to minimize credit risk associated with our cash and cash equivalents by periodically evaluating the credit quality of our primary financial institutions. Our investment portfolio is maintained in accordance with our investment policy. While we maintain cash deposits in FDIC insured financial institutions in excess of federally insured limits, we do not believe that we are exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. We have not experienced any losses on such accounts.

We also monitor the creditworthiness of the borrower of the convertible promissory note. We believe that any concentration of credit risk in its convertible note receivable was mitigated in part by our ability to convert, if necessary, at the qualifying financing event or upon a payment default into shares of the senior class of equity securities of the borrower.

Product candidates developed by us will require approvals or clearances from the FDA or international regulatory agencies prior to commercial sales. There can be no assurance that any of our product candidates will receive any of the required approvals or clearances. If we were to be denied approval or clearance or any such approval or clearance was to be delayed, it would have a material adverse impact on us.

Cash, Cash Equivalents and Restricted Cash

Cash equivalents include highly liquid investments with an original maturity of three months or less from the date of purchase.

Restricted cash includes a certificate of deposit held as a substitute letter of credit for one of our leased properties. This certificate of deposit is included in other assets, on the consolidated balance sheet as the landlord is the beneficiary of the account and we are not able to access the funds during the term of the lease.

A reconciliation of cash, cash equivalents, and restricted cash is included on the consolidated statements of cash flows as of December 31, 2022, 2021 and 2020.

Marketable Securities and Other Investments

Marketable Debt Securities

We invest our excess funds in investment grade short- to intermediate-term corporate debt securities, government-sponsored securities, and foreign government bonds and classify these investments as available-for-sale. Marketable debt securities with remaining maturities of 12 months or less are classified as short-term and marketable securities with remaining maturities greater than 12 months are classified as long-term. All marketable debt securities are reported at fair value and any unrealized gains and losses are reported as a component of accumulated other comprehensive loss, on the consolidated statement of stockholders’ deficit, with the exception of unrealized losses believed to be other-than-temporary, which are recorded in interest and investment income, net, on the consolidated statement of operations. Realized gains and losses from sales of securities and the amounts, net of tax, reclassified out of accumulated other comprehensive loss, if any, are determined on a specific identification basis.

Marketable Equity Securities

Investments in mutual funds and equity securities, other than equity method investments, are recorded at fair market value, if fair value is readily determinable and any unrealized gains and losses are included in other income (expense), net, on the consolidated statement of operations. Realized gains and losses from the sale of the securities are determined on a specific identification basis and the amounts are included in other income (expense), net, on the consolidated statement of operations.

Evaluating Investments for Other-than-Temporary Impairments

We periodically evaluate whether declines in fair values of our investments below their book value are other-than-temporary. This evaluation consists of several qualitative and quantitative factors regarding the severity and duration of the unrealized loss, as well as our ability and intent to hold the investment until a forecasted recovery occurs. Additionally, we assess whether we have plans to sell the security or whether it is more likely than not we will be required to sell any investment before recovery of its amortized cost basis. Factors considered include quoted market prices, recent financial results and operating trends, implied values from any recent transactions or offers of investee securities, credit quality of debt instrument issuers, other publicly available information that may affect the value of our investments, duration and severity of the decline in value, and our strategy and intentions for holding the investment. There were no other-than-temporary impairments recorded during the years ended December 31, 2022, 2021 and 2020.

Equity Method of Accounting

In circumstances where we have the ability to exercise significant influence over the operating and financial policies of a company in which we have an investment, we utilize the equity method of accounting for recording investment activity. In assessing whether we exercise significant influence, we consider the nature and magnitude of our investment, the voting and protective rights we hold, any participation in the governance of the other company and other relevant factors such as the presence of a collaborative or other business relationship. Under the equity method of accounting, we record our share of the income or loss of the other company as gain (loss) on equity method investment, in our consolidated statement of operations.

Property, Plant and Equipment, Net

Property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to net loss during the financial period in which they are incurred. Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows:


Buildings						39 years
Software						3 years
Laboratory equipment						5 to 7 years
Furniture & fixtures						5 years
IT equipment						3 years
Leasehold improvements						The lesser of the lease term or life of the asset

Upon disposal of property, plant and equipment, the cost and related accumulated depreciation are removed from the consolidated financial statements and the net amount, less any proceeds, is included in other income (expense), net, on the consolidated statement of operations.

We review impairment of property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the future net cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected undiscounted future cash flows arising from the assets using a discount rate determined by management to be commensurate with the risk inherent to our current business model.

Business Combinations

Business combinations are accounted for using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (ASC 805). These standards require that the total cost of acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition, with the excess purchase price recorded as goodwill. The allocation of the purchase price is dependent upon certain valuations and other studies. Acquisition costs are expensed as incurred.

Contingent consideration incurred in connection with a business combination are recorded at their fair values on the acquisition date and re-measured at their fair values each subsequent reporting period until the related contingencies are resolved. The resulting changes in fair value are recorded as research and development expense, on the consolidated statements of operations and comprehensive loss. Changes in fair value reflect changes to our assumptions regarding probabilities of successful achievement of related milestones, the timing in which the milestones are expected to be achieved, and the discount rate used to estimate the fair value of the obligation.

Common Control Transactions

Transactions between us and entities where Dr. Soon-Shiong and his affiliates are the controlling stockholders are accounted for as common control transactions whereby the net assets acquired or transferred are accounted at their carrying value. Any difference between the carrying value and consideration recognized is treated as a capital transaction. Cash consideration up to the carrying value of the net assets acquired or transferred is presented as an investing activity in our consolidated statement of cash flows. Cash consideration in excess of the carrying value of the net assets acquired or transferred is presented as a financing activity in our consolidated statement of cash flows.

Intangible Assets, Net

Intangible assets acquired in a business combination or an asset acquisition are initially recognized at their fair value on the acquisition date. Acquired indefinite-lived assets, such as in-process research and development (IPR&D), are not amortized until they become definite-lived assets, upon the successful completion of the associated research and development effort. At that time, we evaluate whether the recorded amounts are impaired and make any necessary adjustments, and then determine the useful life of the asset and begin amortization. If the associated research and development effort is abandoned, the related IPR&D assets is written-off and an impairment charge recorded.

Acquired definite-lived intangible assets are amortized using the straight-line method over their respective estimated useful lives. The amortization of these intangible assets is included in amortization expense, on the consolidated statement of operations. Intangible assets are tested for impairment at least annually or more frequently if indicators of potential impairment exist. In connection with a workforce reduction at the Dunkirk Facility, we wrote off the remaining unamortized organized workforce intangible asset totaling $0.7 million during the year ended December 31, 2022 in impairment of intangible assets, on the consolidated statement of operations. See Note 6, Collaboration and License Agreements and Acquisition, for further information.

Patents

Patent costs, including related legal costs, are expensed as incurred and recorded in selling, general and administrative expense on the consolidated statement of operations.

Fair Value of Financial Instruments

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.

During the years ended December 31, 2022, 2021 and 2020, no transfers were made into or out of the Level 1, 2 or 3 categories. We will continue to review the fair value inputs on a quarterly basis.

Collaboration Arrangements

We analyze our collaboration arrangements to assess whether they are within the scope of ASC Topic 808, Collaborative Arrangements (ASC 808). A collaborative arrangement is a contractual arrangement that involves a joint operating activity. These arrangements involve two or more parties who are active participants in the activity, and are exposed to significant risks and rewards dependent on the commercial success of the activity. This assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement. To the extent the collaboration agreement is within the scope of ASC 808, we also assess whether the arrangement contains multiple elements that are within the scope of other accounting literature. If we conclude that some or all aspects of the agreement are distinct and represent a transaction with a customer, we account for those aspects of the arrangement within the scope of ASC Topic 606, Revenue from Contracts with Customers (ASC 606). Amounts that are owed by collaboration partners within the scope of ASC 808 are recognized as an offset to research and development expense as such amounts are incurred by the collaboration partner. The amounts owed to a collaboration partner are classified as research and development expense.

Our collaboration arrangements require us to acquire certain equipment for exclusive use in the joint operating activities. These equipment purchases do not have an alternative use and are therefore expensed as incurred within research and development expense.

Our collaboration arrangements are further discussed in Note 6, Collaboration and License Agreements and Acquisition.

Preclinical and Clinical Trial Accruals

As part of the process of preparing the consolidated financial statements, we are required to estimate expenses resulting from obligations under contracts with vendors, clinical research organizations and consultants. The financial terms of these contracts vary and may result in payment flows that do not match the periods over which materials or services are provided under such contracts.

We estimate clinical trial and research agreement-related expenses based on the services performed, pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on our behalf. In accruing clinical and research-related fees, we estimate the time period over which services will be performed and activity expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, we will adjust the accrual accordingly. Payments made under these arrangements in advance of the receipt of the related services are recorded as prepaid expenses until the services are rendered.

Transactions with Related Parties

As outlined in Note 9, Related-Party Debt, and Note 10, Related-Party Agreements, we have various agreements with related parties. These arrangements can be billed and settled in cash monthly, billed quarterly and settled in cash the following month, or estimated in advance and collected or paid upfront based on expected utilization. Monthly accruals are made for all quarterly billing arrangements.

Lease Obligations

For all leases other than short-term leases, at the lease commencement date, a right-of-use asset and a lease liability are recognized and included in operating lease right-of-use assets, net, and current and non-current operating lease liabilities, respectively, on the consolidated balance sheet. The right-of-use asset represents the right to use the leased asset for the lease term. At the commencement date, operating lease right-of-use assets and operating lease liabilities are determined based on the present value of lease payments to be made over the lease term. Leases are classified as either finance leases or operating leases. We do not currently have any leases classified as finance leases.

As the rate implicit in lease contracts are not readily determinable, we utilize its incremental borrowing rate as a discount rate for purposes of determining the present value of lease payments, which is based on the estimated interest rate at which we could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. Prospectively, we will remeasure the lease liability at the net present value of the remaining lease payments using the same incremental borrowing rate that was in effect as of the lease commencement or transition date.

Operating lease right-of-use assets also include any rent paid prior to the commencement date, less any lease incentives received, and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We determine the lease term by assuming the exercise of renewal options that are reasonably assured. The exercise of lease renewal options is at our sole discretion. Several of our leases have renewal options, however, the exercise of renewal is only assured for five of our current Good Manufacturing Practices (cGMP) facilities where we have made significant improvements or extended the lease.

We combine our lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) with non-lease components (e.g., common-area maintenance costs and equipment maintenance costs) and as such, we account for lease and non-lease components as a single component. Lease expense also includes amounts relating to variable lease payments. Variable lease payments include amounts relating to common area maintenance and real estate taxes.

We do not recognize right-of-use assets and lease liabilities for qualifying short-term leases with an initial lease term of 12 months or less at lease inception. Such leases are expensed on a straight-line basis over the lease term. The lease term includes the non-cancellable period of the lease and any additional periods covered by either options to renew or not to terminate when the company is reasonably certain to exercise.

The depreciable life of operating right-of-use-assets and leasehold improvements is limited by the expected lease term.

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 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 recognized as a non-cash gain or loss in other income (expense), net, on the consolidated statement of operations. The fair value of the warrants was estimated using the Black-Scholes option pricing model.

Income Taxes

We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record valuation allowances to reduce deferred tax assets to the amount we believe is more likely than not to be realized.

We recognize uncertain tax positions when the position will more likely than not be upheld on examination by the taxing authorities based solely upon the technical merits of the positions. We recognize interest and penalties, if any, related to unrecognized income tax uncertainties in income tax (expense) benefit, on the consolidated statement of operations. We did not have any accrued interest or penalties associated with uncertain tax positions as of December 31, 2022 and 2021.

Stock Repurchases

In 2015, the Board of Directors approved a share repurchase program (the 2015 Share Repurchase Program). As it is our intent for the repurchased shares to be retired, we have elected to account for the shares repurchased using the constructive retirement method. For shares repurchased in excess of par, we record the purchase price in excess of par value in accumulated deficit, on the consolidated balance sheet.

Revenue Recognition

We have primarily generated revenues from non-exclusive license agreements related to our cell lines, the sale of our bioreactors and related consumables and grant programs. The nonexclusive license agreements with a limited number of pharmaceutical and biotechnology companies grant them the right to use our cell lines and intellectual property for non-clinical use. These agreements generally include upfront fees and annual research license fees for such use, as well as commercial license fees for sales of the licensee products developed or manufactured using our intellectual property and cell lines. We have generated revenues from product sales of our proprietary GMP-in-a-Box bioreactors and related consumables, primarily to related parties. Additionally, we also generated revenues from grant programs.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation based on relative standalone selling price and recognized as revenue when, or as, the performance obligation is satisfied.

Under our license agreements with customers, we typically promise to provide a license to use certain cell lines and related patents, the related know-how, and future research and development data that affect the license. We have concluded that these promises represent one performance obligation due to the highly interrelated nature of the promises. We provide the cell lines and know-how immediately upon entering into the contracts. Research and development data are provided throughout the term of the contract when and if available.

The license agreements may include non-refundable upfront payments, event-based milestone payments, sales-based royalty payments, or some combination of these. The event-based milestone payments represent variable consideration and we use the most likely amount method to estimate this variable consideration. Given the high degree of uncertainly around the achievement of these milestones, we do not recognize revenue from these milestone payments until the uncertainty associated with these payments is resolved. We currently estimate variable consideration related to milestone payments to be zero and, as such, no revenue has been recognized for milestone payments. We recognize revenue from sales-based royalty payments when or as the sales occur. On a quarterly basis, we re-evaluate our estimate of milestone variable consideration to determine whether any amount should be included in the transaction price and recorded in revenue prospectively.

We also have sold our proprietary GMP-in-a-Box bioreactors and related consumables to affiliated companies. The arrangements typically include delivery of bioreactors, consumables, and providing installation service and perpetual software licenses for using the equipment. We recognize revenue when customers obtain control and can benefit from the promised goods or services, generally upon installation of the bioreactors, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. Upfront payments and fees are recorded as deferred revenue upon receipt and recognized as revenue when we satisfy our performance obligations under these arrangements.

Grant revenue is typically paid for reimbursable costs incurred over the duration of the associated research project or clinical trial and is recognized when expenses reimbursable under the grants have been incurred and payments under the grants become contractually due.

From inception through December 31, 2022, we have generated minimal revenue from non-exclusive license agreements related to our cell lines, the sale of our bioreactors and related consumables, and grant programs. We have no clinical products approved for commercial sale and have not generated any revenue from therapeutic and vaccine product candidates that are under development.

Research and Development Costs

Major components of research and development costs include cash compensation and other personnel-related expenses, stock-based compensation, depreciation and amortization expense on research and development property and equipment and intangible assets, costs of preclinical studies, clinical trials costs, including contract research organizations (CROs) and related clinical manufacturing, including contract manufacturing organizations (CMOs), costs of drug development, costs of materials and supplies, facilities cost, overhead costs, regulatory and compliance costs, and fees paid to consultants and other entities that conduct certain research and development activities on our behalf. Costs incurred in research and development are expensed as incurred.

The company classifies its research and development expenses as either external or internal. The company’s external research and development expenses support its various preclinical and clinical programs. The company’s internal research and development expenses include payroll and benefits expenses, facilities and equipment expense, and other indirect research and development expenses incurred in support of its research and development activities. The company’s external and internal resources are not directly tied to any one research or drug discovery program and are typically deployed across multiple programs and are not allocated to specific product candidates or development programs.

Included in research and development costs are clinical trial and research expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations and other vendors that conduct clinical trials and research on our behalf. We record accruals for estimated costs under these contracts. When evaluating the adequacy of the accrued liabilities, we analyze the progress of the preclinical studies or clinical trials, including the phase or completion of events, invoices received, contracted costs and purchase orders. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period based on the facts and circumstances known at that time. Although we do not expect the estimates to be materially different from the amounts actually incurred, if the estimates of the status and timing of services performed differ from the actual status and timing of services performed, we may report amounts that are too high or too low in any particular period. Actual results could differ from our estimates. We adjust the accruals in the period when actual costs become known.

Stock-Based Compensation

We account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation (ASC 718). We estimate fair value of each stock option award on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the use of highly subjective assumptions, including, but not limited to, expected stock price volatility over the term of the awards and the expected term of the stock options. We measure the fair value of an equity-classified award at the grant date and recognize the stock-based compensation expense over the period of vesting on the straight-line basis for our outstanding share awards that do not contain a performance condition. For awards subject to performance-based vesting conditions, we assess the probability of the individual milestones under the award being achieved and stock-based compensation expense is recognized over the service period using the graded vesting method once management believes the performance criteria is probable of being met. For awards with service or performance conditions, we recognize the effect of forfeitures in compensation cost in the period that the award was forfeited. See Note 13, Stock-Based Compensation.

Sale-Leaseback Transaction

A sale-leaseback transaction occurs when an entity sells an asset it owns and immediately leases the asset back from the buyer. The seller then becomes the lessee and the buyer becomes the lessor. When entering into a sale-leaseback transaction as a seller-lessee, the requirements in ASC Topic 606, Revenue from Contracts with Customers, and all related accounting standards updates to such Topic are applied in determining whether the transfer of an asset shall be accounted for as a sale of the asset by assessing whether it satisfies a performance obligation under the contract by transferring control of an asset. If the company transfers control of an asset to the buyer-lessor, the transfer is accounted for as a sale and the company derecognizes the transferred asset. The subsequent leaseback of the asset is accounted for in accordance with ASC Topic 842, Leases, in the same manner as any third-party lease. If the company does not transfer control of an asset to the buyer-lessor, the sale-leaseback transaction is accounted for as a financing arrangement.

In September 2021, we entered into a sale transaction with Nant Capital, LLC (Nant Capital), a related party, for a building located at 557 South Douglas Street, El Segundo, California. We subsequently leased back the building for an initial seven-year lease term with an option to extend the lease for two additional seven-year periods. There was no purchase option at the end of the lease term. Since we transferred the legal title and all benefits and risks incidental to the ownership of the property to Nant Capital, we accounted for the transfer as a sale. We have classified the leaseback of the building as an operating lease and accordingly, a right-of-use asset and an operating lease liability were established on the lease commencement date that will be amortized through the end of the lease term. Effective May 31, 2022, we executed a termination agreement on this lease. See Note 10, Related-Party Agreements, for further information.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income or loss is composed of net income (loss) and other comprehensive income (loss). Our other comprehensive income or loss consists of net unrealized gains (losses) on marketable debt securities classified as available-for-sale, net of income taxes and foreign currency translation adjustments.

Noncontrolling Interests

Noncontrolling interests are recorded for the entities that we consolidate but are not wholly-owned by the company. Noncontrolling interests are classified as a separate component of equity on the consolidated balance sheet and consolidated statement of stockholders’ deficit. Additionally, net loss attributable to noncontrolling interests is reflected separately from consolidated net loss on the consolidated statement of operations and the consolidated statement of stockholders’ deficit. We record the noncontrolling interests’ share of loss based on the percentage of ownership interest retained by the respective noncontrolling interest holders. Noncontrolling interests recorded on the consolidated financial statements result from the company’s share of GlobeImmune, Inc. (GlobeImmune), of which we controlled 69.1%, and Immunotherapy NANTibody, LLC (NANTibody), of which we controlled 60.0% as of December 31, 2022, 2021 and 2020. Noncontrolling interest stockholders are common stockholders.

GlobeImmune was determined to be a VIE as it does not have sufficient equity investment at risk to finance its operations without additional subordinated financial support and we are deemed the primary beneficiary of GlobeImmune and, accordingly, consolidates GlobeImmune into the consolidated financial statements under the VIE model. The company also supports GlobeImmune through a promissory note agreement, in which the company provides advances to GlobeImmune from time to time up to $6.0 million with a per annum interest rate of five percent (5%). As of December 31, 2022 and 2021, there were no outstanding advances due from GlobeImmune under the promissory note agreement.

GlobeImmune recognized no revenue for the years ended December 31, 2022, 2021, and 2020, respectively, and recognized $0.5 million, $0.7 million and $2.0 million of operating expenses for the years ended December 31, 2022, 2021 and 2020, respectively. The consolidated balance sheets include approximately $1.4 million and $0.8 million of total assets and no liabilities as of December 31, 2022 and 2021, respectively, related to GlobeImmune.

Foreign Currencies

We have operations and hold assets in Italy and South Korea. The functional currency of the subsidiary in Italy is the Euro, based on the nature of the transactions occurring within this entity, and accordingly, assets and liabilities of this subsidiary are translated into U.S. dollars at exchange rates prevailing as of the balance sheet dates, while the operating results are translated into U.S. dollars using the average exchange rates for the period correlating with those operating results. Adjustments resulting from translating the financial statements of the foreign subsidiary into U.S. dollars are recorded as a component of other comprehensive income (loss), on the consolidated statement of comprehensive loss. Transaction gains and losses are recorded in other income (expense), net, on the consolidated statement of operations.

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 December 31,
	2022	2021	2020

Outstanding stock options	9,262,926	4,124,930	4,996,284
Outstanding third-party warrants	9,090,909	—	—
Outstanding RSUs	6,551,388	6,515,889	466,842
Outstanding related-party warrants	1,638,000	1,638,000	1,638,000
Total	26,543,223	12,278,819	7,101,126

Amounts in the table above reflect the common stock equivalents of the noted instruments, including awards issued under the NantKwest 2015 Equity Incentive Plan (the 2015 Plan), the NantKwest 2014 Equity Incentive Plan (the 2014 Plan), and awards issued under the NantCell, Inc. 2015 Stock Incentive Plan (the NC 2015 Plan) that, in the case of December 31, 2021, were outstanding immediately prior to the Effective Time of the Merger and in the case of December 31, 2020 have been adjusted to include the combined NC 2015 Plan and NantCell warrants then outstanding (in both cases adjusted using the Exchange Ratio of 0.8190). See Note 13, Stock-Based Compensation, for further information.

Segment and Geographic Information

We operate in one reporting segment focused on creating the next generation of immunotherapies to address serious unmet needs within oncology and infectious diseases. Our chief executive officer (CEO) is the chief operating decision-maker (CODM) of the company, and manages and allocates resources to our operations on a company-wide basis. Consistent with this decision-making process, our CEO uses consolidated, single-segment financial information for purposes of evaluating performance, forecasting future-period financial results, allocating resources and setting incentive targets.

We generate a portion of our revenues from outside of the U.S. Information about our revenues by geographic region is as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

United States	$	42	$	373	$	513
Europe	198		561		92
Total segment revenue	$	240	$	934	$	605

Recent Accounting Pronouncements

Application of New or Revised Accounting Standards – Adopted

In May 2021, the FASB issued Accounting Standards Update (ASU) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update provides guidance to clarify and reduce diversity in an accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. This update additionally provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. This guidance is effective for the fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The company adopted this guidance on January 1, 2022 on a prospective basis.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU 2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removes the requirement to account for beneficial conversion features on such instruments. In addition, ASU 2020-06 eliminates the treasury stock method when calculating diluted earnings per share for convertible instruments that can be settled in whole or in part with equity and requires the use of the if-converted method. The guidance is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The company adopted this guidance on January 1, 2022 on a modified prospective basis.

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 consolidated financial statements.

Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the SEC during the year ended December 31, 2022 did not, or are not expected to, have a material effect on our consolidated financial statements.

Lease Arrangements - Components of Lease Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Leases [Abstract]
Operating lease costs	$ 11,093	$ 7,977	$ 5,668
Short-term lease costs	3,060	0	0
Finance lease costs (including amortization and interest costs)	80	0	0
Variable lease costs	3,880	2,862	3,564
Total lease costs	$ 18,113	$ 10,839	$ 9,232

Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Feb. 15, 2023	Dec. 12, 2022	Dec. 31, 2022	Dec. 31, 2020
Subsequent Event [Line Items]
Number of warrants outstanding (in shares)			9,090,909
Sale of stock issued in transaction (in dollars per share)				$ 9.50
Third-party warrants
Subsequent Event [Line Items]
Exercise price of warrants (in dollars per share)		$ 6.60
Registered Direct Offering
Subsequent Event [Line Items]
Sale of stock issued in transaction (in shares)		9,090,909
Number of warrants outstanding (in shares)		9,090,909
Sale of stock issued in transaction (in dollars per share)		$ 5.50
Sales of stock issued in transaction			$ 47.0
Subsequent Event \| Third-party warrants
Subsequent Event [Line Items]
Exercise price of warrants (in dollars per share)	$ 4.2636
Term of warrants outstanding	2 years
Subsequent Event \| Registered Direct Offering
Subsequent Event [Line Items]
Sale of stock issued in transaction (in shares)	14,072,615
Number of warrants outstanding (in shares)	14,072,615
Sale of stock issued in transaction (in dollars per share)	$ 3.5530
Sales of stock issued in transaction	$ 47.0

Financial Instruments

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Financial Instruments

Investments in Marketable Debt Securities

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

As of December 31, 2021, the 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, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Current:
Corporate debt securities	$	129,190	$	10	$	(36)	$	129,164
Foreign bonds	116		—		(1)		115
Mutual funds	35		3		—		38
Current portion	129,341		13		(37)		129,317
Noncurrent:
Foreign bonds	719		103		—		822
Noncurrent portion	719		103		—		822
Total	$	130,060	$	116	$	(37)	$	130,139

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):


	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)


	December 31, 2021
	Less than 12 months				More than 12 months
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses

Corporate debt securities	$	86,158	$	(36)	$	—	$	—
Mutual funds	—		—		34		(2)
Foreign bonds	115		(1)		113		(1)
Total	$	86,273	$	(37)	$	147	$	(3)

We evaluated our securities for other-than-temporary impairment, and we did not recognize any other-than-temporary impairment losses for the years ended December 31, 2022, 2021 and 2020.

Collaboration and License Agreements - Acquisition (Details) - USD ($) $ in Thousands	Feb. 14, 2022	Dec. 31, 2022
Asset Acquisition [Line Items]
Gross Carrying Amount		$ 21,229
Favorable Leasehold Rights
Asset Acquisition [Line Items]
Gross Carrying Amount		20,398
Organized workforce
Asset Acquisition [Line Items]
Gross Carrying Amount		$ 831
Dunkirk Facility
Asset Acquisition [Line Items]
Construction in progress	$ 10,043
Leasehold improvements	6,253
Gross Carrying Amount	21,229
Other depreciable assets and prepaid expenses	2,983
Total consideration	40,508
Dunkirk Facility \| Favorable Leasehold Rights
Asset Acquisition [Line Items]
Finite-lived intangible assets acquired	20,400
Dunkirk Facility \| Organized workforce
Asset Acquisition [Line Items]
Finite-lived intangible assets acquired	$ 800

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Accounting Treatment of the Merger

The Merger represents a business combination pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 805-50, Mergers, which was accounted for as a transaction between entities under common control as Dr. Soon-Shiong and his affiliates were the controlling stockholders of both the company and NantCell for all of the periods presented in this report. As a result, all of the assets and liabilities of NantCell were combined with ours at their historical carrying amounts on the closing date of the Merger. We recast our prior period financial statements for the years ended December 31, 2021 and 2020 to reflect the conveyance of NantCell’s common shares as if the Merger had occurred as of the earliest date of the consolidated financial statements presented. All material intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation

Basis of PresentationThe consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC. The 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.

Principles of Consolidation

Use of Estimates

Contingencies

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject us to concentrations of risk consist principally of cash and cash equivalents, marketable securities, and a convertible note receivable.

Cash, Cash Equivalents and Restricted Cash

Cash equivalents include highly liquid investments with an original maturity of three months or less from the date of purchase.

Marketable Securities and Other Investments

Marketable Debt Securities

Marketable Equity Securities

Evaluating Investments for Other-than-Temporary Impairments

Equity Method of Accounting

Equity Method of AccountingIn circumstances where we have the ability to exercise significant influence over the operating and financial policies of a company in which we have an investment, we utilize the equity method of accounting for recording investment activity. In assessing whether we exercise significant influence, we consider the nature and magnitude of our investment, the voting and protective rights we hold, any participation in the governance of the other company and other relevant factors such as the presence of a collaborative or other business relationship. Under the equity method of accounting, we record our share of the income or loss of the other company as gain (loss) on equity method investment, in our consolidated statement of operations.

Property, Plant and Equipment, Net


Buildings						39 years
Software						3 years
Laboratory equipment						5 to 7 years
Furniture & fixtures						5 years
IT equipment						3 years
Leasehold improvements						The lesser of the lease term or life of the asset

Property, Plant and Equipment, Net, Impairment

Business Combinations

Common Control Transactions

Common Control TransactionsTransactions between us and entities where Dr. Soon-Shiong and his affiliates are the controlling stockholders are accounted for as common control transactions whereby the net assets acquired or transferred are accounted at their carrying value. Any difference between the carrying value and consideration recognized is treated as a capital transaction. Cash consideration up to the carrying value of the net assets acquired or transferred is presented as an investing activity in our consolidated statement of cash flows. Cash consideration in excess of the carrying value of the net assets acquired or transferred is presented as a financing activity in our consolidated statement of cash flows.

Intangible Assets, Net

Patents

Patent costs, including related legal costs, are expensed as incurred and recorded in selling, general and administrative expense on the consolidated statement of operations.

Fair Value of Financial Instruments

The three tiers are defined as follows:

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

During the years ended December 31, 2022, 2021 and 2020, no transfers were made into or out of the Level 1, 2 or 3 categories. We will continue to review the fair value inputs on a quarterly basis.

Collaboration Arrangements

Preclinical and Clinical Trial Accruals

Transactions with Related Parties

Lease Obligations

The depreciable life of operating right-of-use-assets and leasehold improvements is limited by the expected lease term.

Sale-Leaseback Transaction

Research and Development Costs

Stock-Based Compensation

Stock-Based CompensationWe account for stock-based compensation under the provisions of ASC Topic 718, Compensation—Stock Compensation (ASC 718). We estimate fair value of each stock option award on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the use of highly subjective assumptions, including, but not limited to, expected stock price volatility over the term of the awards and the expected term of the stock options. We measure the fair value of an equity-classified award at the grant date and recognize the stock-based compensation expense over the period of vesting on the straight-line basis for our outstanding share awards that do not contain a performance condition. For awards subject to performance-based vesting conditions, we assess the probability of the individual milestones under the award being achieved and stock-based compensation expense is recognized over the service period using the graded vesting method once management believes the performance criteria is probable of being met. For awards with service or performance conditions, we recognize the effect of forfeitures in compensation cost in the period that the award was forfeited. See Note 13, Stock-Based Compensation.

Sale-Leaseback Transaction

Lease Obligations

The depreciable life of operating right-of-use-assets and leasehold improvements is limited by the expected lease term.

Sale-Leaseback Transaction

Comprehensive Income (Loss)

Noncontrolling Interests

Noncontrolling InterestsNoncontrolling interests are recorded for the entities that we consolidate but are not wholly-owned by the company. Noncontrolling interests are classified as a separate component of equity on the consolidated balance sheet and consolidated statement of stockholders’ deficit. Additionally, net loss attributable to noncontrolling interests is reflected separately from consolidated net loss on the consolidated statement of operations and the consolidated statement of stockholders’ deficit. We record the noncontrolling interests’ share of loss based on the percentage of ownership interest retained by the respective noncontrolling interest holders.

Foreign Currencies

Basic and Diluted Net Loss Per Share of Common Stock

Basic and Diluted Net Loss per Share of Common Stock

Segment and Geographic Information

Segment and Geographic InformationWe operate in one reporting segment focused on creating the next generation of immunotherapies to address serious unmet needs within oncology and infectious diseases. Our chief executive officer (CEO) is the chief operating decision-maker (CODM) of the company, and manages and allocates resources to our operations on a company-wide basis. Consistent with this decision-making process, our CEO uses consolidated, single-segment financial information for purposes of evaluating performance, forecasting future-period financial results, allocating resources and setting incentive targets.

Recent Accounting Pronouncements

Application of New or Revised Accounting Standards – Adopted

Application of New or Revised Accounting Standards – Not Yet Adopted

Financial Statement Details - Intangible Assets, Net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 14, 2022
Total definite-lived intangible assets
Gross Carrying Amount	$ 21,229,000
Accumulated Amortization	(1,935,000)
Impairment	(681,000)
Net Carrying Amount	18,613,000
Indefinite-lived intangible assets
Net Carrying Amount	1,390,000	$ 1,400,000
Gross Carrying Amount	22,619,000
Intangible asset, net	20,003,000	1,420,000
Future amortization expense
Impairment of intangible assets	681,000	0	$ 10,660,000
IPR&D
Future amortization expense
Impairment of intangible assets	0	$ 0
Dunkirk Facility
Total definite-lived intangible assets
Gross Carrying Amount				$ 21,229,000
Indefinite-lived intangible assets
Amortization expense	$ 1,900,000
Favorable Leasehold Rights
Total definite-lived intangible assets
Weighted- Average Life (in years)	9 years 1 month 6 days
Gross Carrying Amount	$ 20,398,000
Accumulated Amortization	(1,785,000)
Impairment	0
Net Carrying Amount	18,613,000
Favorable Leasehold Rights \| Dunkirk Facility
Future amortization expense
2023	2,000,000
2024	2,000,000
2025	2,000,000
2026	2,000,000
2027	2,000,000
Thereafter	8,400,000
Organized workforce
Total definite-lived intangible assets
Gross Carrying Amount	831,000
Accumulated Amortization	(150,000)
Impairment	(681,000)
Net Carrying Amount	0
Organized workforce \| Dunkirk Facility
Indefinite-lived intangible assets
Write off of remaining unamortized organized workforce intangible assets	$ 700,000

Stockholders’ Deficit	12 Months Ended
Stockholders’ Deficit	Dec. 31, 2022
Equity [Abstract]
Stockholders’ Deficit	Stockholders’ Deficit Stock Authorized for Issuance As of December 31, 2022, the company was authorized to issue up to 900,000,000 shares of its common stock, par value $0.0001 per share, and 20,000,000 shares of our preferred stock, par value $0.0001 per share. As of December 31, 2022, there were 421,569,115 shares of our common stock outstanding (excluding 163,800 shares held by a majority owned subsidiary of the company that are treated as treasury shares for accounting purposes). Effective February 1, 2022, ImmunityBio amended and restated its Amended and Restated Certificate of Incorporation to increase the number of shares of common stock that the company is authorized to issue from 500,000,000 shares, $0.0001 par value per share, to 900,000,000 shares, $0.0001 par value per share. The number of shares of preferred stock that the company is authorized to issue remains unchanged at 20,000,000 shares. Common Stock Issued in Connection with the Merger Under the terms of the Merger Agreement, at the Effective Time of the Merger, each share of NantCell common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as set forth in the Merger Agreement, was converted automatically into a right to receive 0.8190 newly issued shares of common stock, par value $0.0001 per share, resulting in the issuance of approximately 273.7 million shares of Company Common Stock. From and after the Effective Time, all of such NantCell shares ceased to be outstanding, were canceled and ceased to exist. At the Effective Time, each share of our common stock issued and outstanding immediately prior to the Effective Time, remained an issued and outstanding share of the combined company. Since the Merger was accounted for as a transaction between entities under common control, the outstanding shares presented on the consolidated financial statements assume that NantCell outstanding common stock was converted into shares of Company Common Stock for the periods ending December 31, 2021 and 2020, and in connection with the conversion, those shares of common stock were recorded at the company’s par value of $0.0001 per share. Stock Repurchases 2015 Share Repurchase Program In 2015, the Board of Directors approved the 2015 Share Repurchase Program, which allows our CEO or chief financial officer (CFO), to repurchase on behalf of the company, from time to time in the open market or in privately negotiated transactions, up to $50.0 million of our outstanding shares of common stock, exclusive of any commissions, markups or expenses. The timing and amounts of any purchases were and will continue to be based on market conditions and other factors, including price, regulatory requirements and other corporate considerations. The 2015 Share Repurchase Program does not require the purchase of any minimum number of shares and may be suspended, modified, or discontinued at any time without prior notice. We have financed, and expect to continue to finance, the purchases with existing cash balances. Shares repurchased under this program are formally retired through approval of the Board of Directors upon repurchase. No shares of our common stock were repurchased during the years ended December 31, 2022, 2021 and 2020 under the program. Since the plan’s inception, we have repurchased a total of 6,403,489 shares at a total cost of $31.7 million. As of December 31, 2022, $18.3 million remained authorized to use for share repurchases under the program. Open Market Sale Agreement On April 30, 2021, we entered into an open market sale agreement (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, having an initial aggregate offering price of up to $500.0 million through our sales agent, which was subsequently reduced by $92.0 million during December 2022 in connection with a sale of our common stock described below. See “—Other Sales of Common Stock.” 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. As of December 31, 2022, we had $225.4 million available for future stock issuances under the ATM. For the year ended December 31, 2022, we received net proceeds totaling $13.1 million from the issuance of 2,051,894 shares under the ATM. We currently intend to use the net proceeds from this offering, together with other available funds, to progress our pre-commercialization efforts and clinical development programs, fund other research and development activities, for capital expenditures, and for other general corporate purposes. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. During the year ended December 31, 2021, we received net proceeds totaling $164.5 million from the issuance of 13,295,817 shares under the ATM, which were used for general corporate purposes, including to progress our clinical development programs, fund other research and development activities, make capital expenditures and fund working capital. 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 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 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, generating 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 recognized as additional-paid-in capital, on the consolidated statement of stockholders’ deficit for the year ended December 31, 2022. We currently intend to use the net proceeds from this offering, together with other available funds, to progress our pre-commercialization efforts and clinical development programs, fund other research and development activities, for capital expenditures, and for other general corporate purposes. See Note 11, Warrant Liability, for further information. Underwritten Public Offering During the year ended December 31, 2020, we closed an underwritten public offering of an aggregate of 8,521,500 shares of common stock, which included 4,811,500 shares issued to the public at a price of $9.50 per share (including 1,111,500 shares sold to the public upon full exercise of the underwriters’ option to purchase additional shares at a public offering price of $9.50 per share), less underwriting discounts and commissions, and 3,710,000 shares issued to Dr. Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer, at a price of $12.12 per share, less underwriting discounts and commissions. All of the shares were offered by the company. Including the underwriters’ option exercise, the aggregate gross proceeds from the offering were $90.7 million, before deducting underwriting discounts, commissions and other offering costs of $4.4 million. Conversion of Fixed-Rate Promissory Note into Common Stock On December 12, 2022, the company received written notice from NantWorks, the holder of the Existing Note, of its election to convert the entire outstanding principal and accrued interest under the Existing 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 Existing Note of approximately $56.6 million and an unamortized debt discount of $4.7 million were 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 Existing Note. We recorded a net increase of $51.9 million in additional paid-in capital, on the consolidated balance sheet related to this transaction.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-Paragraph 13
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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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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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-Subparagraph (SX 210.3-04)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
Net loss	$ (417,320)	$ (349,848)	$ (224,187)
Other comprehensive income (loss), net of income taxes:
Net unrealized (losses) gains on available-for-sale securities	(183)	(13)	140
Reclassification of net realized gains on available-for-sale securities included in net loss	124	0	9
Foreign currency translation adjustments	238	(105)	60
Total other comprehensive income (loss)	179	(118)	209
Comprehensive loss	(417,141)	(349,966)	(223,978)
Less: Comprehensive loss attributable to noncontrolling interests	(753)	(3,058)	(2,336)
Comprehensive loss attributable to ImmunityBio common stockholders	$ (416,388)	$ (346,908)	$ (221,642)

Stock-Based Compensation - Stock-Based Compensation Expenses Related to Statement of Operations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 40,179	$ 57,181	$ 2,187
Research and Development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	11,669	18,819	261
Selling, general and administrative
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	28,510	38,362	1,926
Stock options
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	13,280	11,623	1,426
RSUs
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 26,899	$ 45,558	$ 761

Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Thousands				12 Months Ended
	Jun. 14, 2022 shares	Mar. 23, 2022 $ / shares shares	Mar. 09, 2021 shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense \| $				$ 40,179	$ 57,181	$ 2,187
Granted (in shares)		4,728,634		5,736,256
Granted (in dollars per share) \| $ / shares		$ 5.83		$ 5.33
Proceeds from stock options exercised \| $				$ 74	$ 5,461	1,176
Vested and exercisable (in shares)				3,445,499	3,038,322
Number of warrants outstanding (in shares)				9,090,909
Employees \| Time Based
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted (in shares)		3,903,634
Employees \| First Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting rights, percentage		33.00%
Employees \| Second Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting rights, percentage		33.00%
Employees \| Third Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting rights, percentage		33.00%
Named Executive Officers \| Time Based
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted (in shares)		825,000
Named Executive Officers \| First Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting rights, percentage		33.00%
Named Executive Officers \| Second Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting rights, percentage		33.00%
Named Executive Officers \| Third Anniversary
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting rights, percentage		33.00%
Named Executive Officers \| Performance Based
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Granted (in shares)		825,000
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock options \| $				$ 20,400
Weighted-average period for recognition				1 year 9 months 18 days
Aggregate intrinsic value of stock option exercised \| $				$ 0
Proceeds from stock options exercised \| $				$ 100
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Grants of restricted stock (in units)				1,772,562
Stock-based compensation expense \| $				$ 26,899	$ 45,558	$ 761
Weighted-average period for recognition				2 years 8 months 12 days
Unrecognized compensation cost related to non-vested stock options \| $				$ 70,100
Aggregate intrinsic value, vested \| $				2,600
Estimated benefit at grant date fair value \| $				4,000
Restricted Stock Units \| Additional Paid-in Capital
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Deemed dividends \| $				$ 400	$ 900
Related-party warrants
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of warrants outstanding (in shares)				1,638,000
Exercise price of warrants (in dollars per share) \| $ / shares				$ 3.24
Fair value of warrants \| $				$ 18,000
2014 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vested number of shares (in shares)				503,493
2015 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional shares authorized for issuance (in shares)	19,900,000
Shares available for future grants (in shares)				18,400,000
NantCell
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Merger exchange ratio			0.8190
NantCell \| NC 2015 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Grants of restricted stock (in units)			7,121,110

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

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 December 31, 2022, we have not been required to pay U.S. federal and state income taxes because of current and accumulated net operating losses (NOLs). 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 Internal Revenue Service (IRS) or other respective tax authorities. No income tax returns are currently under examination by taxing authorities. There are no cumulative earnings in our Italian and South Korean subsidiaries as of December 31, 2022 that would be subject to U.S. income tax or foreign withholding tax. We plan to indefinitely reinvest any future earnings of our foreign subsidiaries.

On March 9, 2021, the company completed the Merger with NantCell. The Merger is accounted for as a transaction between entities under common control, and is considered a nontaxable transaction for U.S. income tax purposes, as it is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code).

Our loss before income taxes is as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

U.S. loss before income taxes	$	(413,653)	$	(347,226)	$	(223,519)
Foreign loss before income taxes	(3,633)		(2,613)		(2,514)
Loss before income taxes	$	(417,286)	$	(349,839)	$	(226,033)

Income tax (expense) benefit consists of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020

Current:
Federal	$	—	$	—	$	—
State	(38)		(9)		(5)
Foreign	—		—		—
Total current	(38)		(9)		(5)
Deferred:
Federal	2		—		1,187
State	2		—		664
Foreign	—		—		—
Total deferred	4		—		1,851
Total income tax (expense) benefit	$	(34)	$	(9)	$	1,846

The components that comprise our net deferred tax liability consist of the following (in thousands):


	As of December 31,
	2022		2021

Deferred tax assets:
Net operating loss carryforwards	$	362,360	$	314,612
Section 174 R&E capitalization	50,571		—
Research and development credits	40,954		17,716
Stock-based compensation	20,927		23,116
Interest expense	19,974		8,531
Operating lease liabilities	12,986		10,316
Investments	5,886		3,227
Amortization	3,969		4,407
Accrued compensation	3,398		2,525
Other accrued liabilities	1,640		905
Other	698		2,055
Total deferred tax assets	523,363		387,410
Deferred tax liabilities:
Debt discount	(16,527)		—
Operating lease right-of-use assets	(11,747)		(9,345)
Depreciation	(3,300)		(2,905)
Indefinite-lived intangible assets	(192)		(162)
Total deferred tax liabilities	(31,766)		(12,412)
Net deferred tax assets	491,597		374,998
Valuation allowance	(491,755)		(375,160)
Net deferred tax liability	$	(158)	$	(162)

As of December 31, 2022, we have federal net operating losses (NOLs) of $1.4 billion, state NOLs of $1.5 billion, and foreign NOLs of $10.1 million. Of the $1.4 billion in federal NOLs, $967.3 million do not expire and will be able to be used to offset 80% of taxable income in future years. Of the $1.5 billion in state NOLs, $49.7 million do not expire and will be able to be used to offset 80% of taxable income in future years. The remaining federal NOL carryforwards expire beginning in 2023, the remaining state NOL carryforwards expire beginning in 2023, the South Korean NOL carryforwards expire beginning in 2023 and the Italian NOLs do not expire.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some or all of our deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of economic conditions, we have recorded a valuation allowance of $491.8 million and $375.2 million as of December 31, 2022 and 2021, respectively. The change in the valuation allowance for the years ended December 31, 2022 and 2021 were increases of $116.6 million and $113.7 million, respectively, which were mainly driven by losses from which we cannot benefit. The portion of the valuation allowance for deferred tax assets for which subsequently recognized tax benefits will be credited directly to contributed capital is $0.2 million.

A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows:


	Year Ended December 31,
	2022		2021		2020

Federal statutory tax rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal tax benefit	9.5	%	7.0	%	7.2	%
Other permanent items	0.4	%	(0.1)	%	(0.1)	%
Tax rate adjustment	(0.4)	%	1.5	%	(0.3)	%
Research and development credits	3.6	%	3.7	%	0.1	%
Stock-based compensation	(0.5)	%	0.5	%	1.3	%
Section 162(m) limitation	(2.1)	%	—	%	—	%
Other	1.5	%	(0.9)	%	(0.2)	%
Valuation allowance	(33.0)	%	(32.7)	%	(28.2)	%
Effective income tax rate	—	%	—	%	0.8	%

Pursuant to Code Sections 382 and 383, annual use of our net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. We have not recognized the deferred tax assets for federal and state NOLs and credits of $274.2 million from our deferred tax asset schedules as of December 31, 2022 due to Section 382/383 limitations. There is no impact to tax expense for the derecognition of net operating losses, and federal and state research and development credits due to the valuation allowance recorded against our deferred tax assets.

As of December 31, 2022, we also had federal research tax credit carryforwards of $36.0 million and state research tax credits of $22.5 million. The federal research tax credit carryforwards expire beginning in 2032 and certain state research tax credit carryforwards expire beginning in 2030. Our California research tax credits can be carried forward indefinitely.

Net operating losses and tax credits also are limited when there is a separate return limitation year (SRLY). These rules generally limit the use of the acquired or departing members’ net operating loss and tax credit carryovers to the amount of taxable income such entity contributes to consolidated taxable income. The 80% limitation also applies to SRLY NOL carryovers and tax credits. Therefore, any SRLY NOLs and tax credits will be subject to this limitation, as well as Section 382 and 383 limitations.

As of December 31, 2022 and 2021, we have $77.6 million and $33.1 million of interest, respectively, that is temporarily disallowed pursuant to IRC Section 163(j). This interest can be carried forward indefinitely and will be deductible when the company generates sufficient adjusted taxable income.

A summary of changes to the amount of unrecognized tax benefits is as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

Unrecognized tax benefits, beginning of year	$	13,504	$	20,413	$	15,656
Additions based on tax positions related to the current year	1,710		536		4,763

Additions based on tax positions related to prior years	1,038		—		—
Reductions for tax positions of prior years	—		(7,445)		(6)

Unrecognized tax benefits, end of year	$	16,252	$	13,504	$	20,413

Included in the balance of unrecognized tax benefits as of December 31, 2022 is $13.8 million that, if recognized, would not impact our income tax benefit or effective tax rate as long as the deferred tax asset remains subject to a full valuation allowance. We do not expect that the unrecognized tax benefits will change within 12 months of December 31, 2022. Due to the existence of the valuation allowance, future changes in our unrecognized tax benefits will not impact our effective tax rate. We have not incurred any material interest or penalties as of the current reporting date with respect to income tax matters.

Inflation Reduction Act of 2022

The Inflation Reduction Act 2022, which incorporates a Corporate Alternative Minimum Tax (CAMT), was signed on August 16, 2022. The changes are effective for the tax years beginning after December 31, 2022. The new tax will require 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 will be 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.

Coronavirus Aid, Relief and Economic Security Act

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief and Economic Security Act (the CARES Act). The Cares Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the U.S. economy and fund a nationwide effort to curtail the effect of COVID-19. The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic. Under the CARES Act, some of the more significant provisions are NOL carrybacks for five years to offset previous years’ income, or can be carried forward indefinitely to offset 100% of taxable income for the tax year beginning before 2021 and 80% of taxable income for tax years 2021 and thereafter, increasing the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. During the years ended December 31, 2022, 2021, and 2020, we did not record any income tax (expense) benefit resulting from the CARES Act, mainly due to our history of net operating losses generated and the maintenance of a full valuation allowance against our net deferred tax assets. There was no material impact from the provisions of the Cares Act for the years ended December 31, 2022 and 2021.

State of California Assembly Bill No. 85

On June 29, 2020, the state of California enacted Assembly Bill No. 85 (AB 85) suspending California NOL utilization and imposing a cap on the amount of business incentive tax credits companies can utilize, effective for tax years 2020, 2021 and 2022. There was no material impact from the provisions of AB 85 for the years ended December 31, 2022, 2021 and 2020. On February 9, 2022, Senate Bill No. 113 was enacted that removed the limitations on the use of NOLs and the cap on the business incentive tax credits that were suspended in accordance with AB 85 effective for tax year 2022.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Financial Statement Details - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financial Statement Details [Abstract]
Depreciation expense	$ 16,300	$ 14,200	$ 12,700
Impairment of intangible assets	681	0	$ 10,660
Intangible asset, net	$ 20,003	$ 1,420

Related-Party Debt - Narrative (Details) $ / shares in Units, $ in Thousands			7 Months Ended	12 Months Ended
	Dec. 12, 2022 USD ($) $ / shares shares	Aug. 31, 2022 USD ($) $ / shares	Jul. 31, 2022	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Related Party Transaction [Line Items]
Proceeds from issuance of related-party promissory notes, net of issuance costs paid				$ 174,125	$ 338,500	$ 63,700
Net proceeds from related party				673,172	605,585
Debt discount				64,207	1,438
Interest paid in cash				35,442	2,106	40
Promissory note				708,226	576,644
Gain on extinguishment of debt with related parties under common control				82,858	$ 0	$ 0
Amortization of debt discount				$ 16,300
Nant Capital \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread				8.00%
Nant Capital
Related Party Transaction [Line Items]
Option to convert accrued and unpaid interest to shares of common stock (in dollars per share) \| $ / shares				$ 5.67
Stated interest rate				12.59%	5.47%
Nant Capital \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread				8.00%	5.40%
Nant Capital \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest rate spread				8.00%
Promissory Notes
Related Party Transaction [Line Items]
Net proceeds from related party				$ 431,901
Debt discount				43,099
Promissory note				475,000
Promissory Notes \| Nant Capital
Related Party Transaction [Line Items]
Proceeds from issuance of related-party promissory notes, net of issuance costs paid		$ 125,000
Net proceeds from related party		124,400
Debt discount		600
Interest paid in cash				5,200
Promissory Notes \| Nant Capital
Related Party Transaction [Line Items]
Net proceeds from related party					$ 299,236
Debt discount					1,438
Interest paid in cash				$ 27,400
Promissory note		300,000			300,000
Promissory Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC \| Risk-free interest rate \| Discounted cash flow analysis
Related Party Transaction [Line Items]
Significant unobservable inputs, Level 3 valuations				0.041
Promissory Notes \| Nant Capital
Related Party Transaction [Line Items]
Proceeds from issuance of related-party promissory notes, net of issuance costs paid	$ 50,000
Net proceeds from related party	49,700
Debt discount	300
Interest paid in cash				$ 300
Convertible Notes
Related Party Transaction [Line Items]
Net proceeds from related party				241,271	306,349
Debt discount				21,108	0
Promissory note				233,226	$ 276,644
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC
Related Party Transaction [Line Items]
Aggregate principal and accrued interest		$ 315,100
Conversion price (in dollars per share) \| $ / shares		$ 5.67
Additional paid in capital				$ 51,900
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC \| Market yield \| Binomial lattice model
Related Party Transaction [Line Items]
Significant unobservable inputs, Level 3 valuations				0.174
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC \| Risk-free interest rate \| Binomial lattice model
Related Party Transaction [Line Items]
Significant unobservable inputs, Level 3 valuations				0.035
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC \| Expected average volatility \| Binomial lattice model
Related Party Transaction [Line Items]
Significant unobservable inputs, Level 3 valuations				0.849
Convertible Notes \| NantWorks, LLC
Related Party Transaction [Line Items]
Debt discount	$ 4,700
Conversion price (in dollars per share) \| $ / shares	$ 5.67
Additional paid in capital				$ 51,900
Conversion of convertible notes (in shares) \| shares	9,986,920
Minimum \| Promissory Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC \| Market yield \| Discounted cash flow analysis
Related Party Transaction [Line Items]
Significant unobservable inputs, Level 3 valuations				0.180
Minimum \| Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC
Related Party Transaction [Line Items]
Stated interest rate			3.00%
Maximum \| Promissory Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC \| Market yield \| Discounted cash flow analysis
Related Party Transaction [Line Items]
Significant unobservable inputs, Level 3 valuations				0.248
Maximum \| Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC
Related Party Transaction [Line Items]
Stated interest rate			6.00%

Lease Arrangements (Tables)

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Schedule of Supplemental Balance Sheet Information Related to Leases

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


		As of December 31,
	Classification	2022		2021

Assets
Operating lease assets	Operating lease right-of-use assets	$	45,788	$	36,304
Finance lease assets	Other assets	135		—
Total lease assets		$	45,923	$	36,304

Liabilities
Current
Operating lease liabilities	Operating lease liabilities	$	2,650	$	3,011
Finance lease liabilities	Accrued expenses and other liabilities	77		—
Non-current
Operating lease liabilities	Operating lease liabilities, less current portion	47,951		37,068
Finance lease liabilities	Other liabilities	64		—
Total lease liabilities		$	50,742	$	40,079

Summary of Information Regarding Leases

Information regarding our lease terms is as follows:


	Year Ended December 31,
	2022		2021

Weighted-average remaining lease term:
Operating leases	6.6 years		7.8 years
Finance leases	1.8 years		—
Weighted-average discount rate:
Operating leases	10.5	%	9.6	%
Finance leases	11.7	%	—

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


	Year Ended December 31,
	2022		2021		2020

Operating lease costs	$	11,093	$	7,977	$	5,668
Short-term lease costs	3,060		—		—
Finance lease costs (including amortization and interest costs)	80		—		—
Variable lease costs	3,880		2,862		3,564
Total lease costs	$	18,113	$	10,839	$	9,232

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


	Year Ended December 31,
	2022		2021

Cash paid for operating leases (excluding variable lease costs)	$	10,241	$	9,034
Financing cash flow from finance leases	58		—
Operating cash flow from finance leases	15		—

Summary of Future Minimum Lease Payments


Years ending December 31:	Operating Leases		Finance Leases		Total

2023	$	9,539	$	88	$	9,627
2024	12,118		66		12,184
2025	12,145		—		12,145
2026	10,289		—		10,289
2027	8,209		—		8,209
Thereafter	23,247		—		23,247
Total future minimum lease payments	75,547		154		75,701
Less: Interest	22,005		13		22,018
Less: Tenant improvement allowance receivable	2,941		—		2,941
Present value of operating lease liabilities	$	50,601	$	141	$	50,742

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Loss Before Taxes, Domestic and Foreign

Our loss before income taxes is as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

U.S. loss before income taxes	$	(413,653)	$	(347,226)	$	(223,519)
Foreign loss before income taxes	(3,633)		(2,613)		(2,514)
Loss before income taxes	$	(417,286)	$	(349,839)	$	(226,033)

Schedule of Components of Income Tax Benefit (Provision)

Income tax (expense) benefit consists of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020

Current:
Federal	$	—	$	—	$	—
State	(38)		(9)		(5)
Foreign	—		—		—
Total current	(38)		(9)		(5)
Deferred:
Federal	2		—		1,187
State	2		—		664
Foreign	—		—		—
Total deferred	4		—		1,851
Total income tax (expense) benefit	$	(34)	$	(9)	$	1,846

Schedule of Deferred Tax Assets and Liabilities

The components that comprise our net deferred tax liability consist of the following (in thousands):


	As of December 31,
	2022		2021

Deferred tax assets:
Net operating loss carryforwards	$	362,360	$	314,612
Section 174 R&E capitalization	50,571		—
Research and development credits	40,954		17,716
Stock-based compensation	20,927		23,116
Interest expense	19,974		8,531
Operating lease liabilities	12,986		10,316
Investments	5,886		3,227
Amortization	3,969		4,407
Accrued compensation	3,398		2,525
Other accrued liabilities	1,640		905
Other	698		2,055
Total deferred tax assets	523,363		387,410
Deferred tax liabilities:
Debt discount	(16,527)		—
Operating lease right-of-use assets	(11,747)		(9,345)
Depreciation	(3,300)		(2,905)
Indefinite-lived intangible assets	(192)		(162)
Total deferred tax liabilities	(31,766)		(12,412)
Net deferred tax assets	491,597		374,998
Valuation allowance	(491,755)		(375,160)
Net deferred tax liability	$	(158)	$	(162)

Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate

A reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows:


	Year Ended December 31,
	2022		2021		2020

Federal statutory tax rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal tax benefit	9.5	%	7.0	%	7.2	%
Other permanent items	0.4	%	(0.1)	%	(0.1)	%
Tax rate adjustment	(0.4)	%	1.5	%	(0.3)	%
Research and development credits	3.6	%	3.7	%	0.1	%
Stock-based compensation	(0.5)	%	0.5	%	1.3	%
Section 162(m) limitation	(2.1)	%	—	%	—	%
Other	1.5	%	(0.9)	%	(0.2)	%
Valuation allowance	(33.0)	%	(32.7)	%	(28.2)	%
Effective income tax rate	—	%	—	%	0.8	%

Schedule of Changes to Unrecognized Tax Benefits

A summary of changes to the amount of unrecognized tax benefits is as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

Unrecognized tax benefits, beginning of year	$	13,504	$	20,413	$	15,656
Additions based on tax positions related to the current year	1,710		536		4,763

Additions based on tax positions related to prior years	1,038		—		—
Reductions for tax positions of prior years	—		(7,445)		(6)

Unrecognized tax benefits, end of year	$	16,252	$	13,504	$	20,413

Income Taxes - Changes to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits, beginning of year	$ 13,504	$ 20,413	$ 15,656
Additions based on tax positions related to the current year	1,710	536	4,763
Additions based on tax positions related to prior years	1,038	0	0
Reductions for tax positions of prior years	0	(7,445)	(6)
Unrecognized tax benefits, end of year	$ 16,252	$ 13,504	$ 20,413

Description of Business - Schedule of Impact of Change in Reporting Entity on Unaudited Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Name Change Event [Line Items]
Revenue	$ 139	$ 240	$ 934	$ 605
Operating expenses:
Research and development (including amounts with related parties)	41,128	248,149	195,958	139,507
Selling, general and administrative (including amounts with related parties)	45,275	102,708	135,256	71,318
Impairment of intangible assets		681	0	10,660
Loss from operations	(86,264)	(351,298)	(330,280)	(220,880)
Other (expense) income, net (including amounts with related parties)	5,789	(65,988)	(19,559)	(5,153)
Income tax expense	(6)	(34)	(9)	1,846
Net loss	(80,481)	$ (417,320)	$ (349,848)	(224,187)
Reportable Legal Entities \| NantCell
Name Change Event [Line Items]
Revenue	183			1,695
Operating expenses:
Research and development (including amounts with related parties)	21,509			75,763
Selling, general and administrative (including amounts with related parties)	24,382			44,099
Impairment of intangible assets				10,660
Loss from operations	(45,708)			(128,827)
Other (expense) income, net (including amounts with related parties)	(848)			(4,401)
Income tax expense	0			1,851
Net loss	(46,556)			(131,377)
Reportable Legal Entities \| NantKwest
Name Change Event [Line Items]
Revenue	0			111
Operating expenses:
Research and development (including amounts with related parties)	19,725			64,483
Selling, general and administrative (including amounts with related parties)	20,903			27,254
Impairment of intangible assets				0
Loss from operations	(40,628)			(91,626)
Other (expense) income, net (including amounts with related parties)	6,637			(752)
Income tax expense	(6)			(5)
Net loss	(33,997)			(92,383)
Intercompany Eliminations
Name Change Event [Line Items]
Revenue	(44)			(1,201)
Operating expenses:
Research and development (including amounts with related parties)	(106)			(739)
Selling, general and administrative (including amounts with related parties)	(10)			(35)
Impairment of intangible assets				0
Loss from operations	72			(427)
Other (expense) income, net (including amounts with related parties)	0			0
Income tax expense	0			0
Net loss	$ 72			$ (427)

Related-Party Debt

12 Months Ended

Dec. 31, 2022

Related-Party Debt

$125.0 million Variable-Rate Promissory Note

On August 31, 2022, the company executed a $125.0 million promissory note with Nant Capital, an affiliated entity of the company due to the common control of our Executive Chairman and Global Chief Scientific and Medical Officer. This note bears interest at Term Secured Overnight Financing Rate (Term SOFR) plus 8.0% per annum. The accrued interest on this note shall be payable quarterly on the last business day of March, June, September and December, commencing on September 30, 2022. The outstanding principal amount and any accrued and unpaid interest are due on December 31, 2023. The company may prepay this note at any time, in whole or in part, without premium or penalty.

The company received net proceeds of $124.4 million, net of a $0.6 million origination fee paid to the lender, which the company intends to use for pre-commercialization efforts and clinical development programs, working capital, and other general corporate purposes. The interest paid in cash amounted to $5.2 million for the year ended December 31, 2022.

$300.0 million Variable-Rate Promissory Note

On August 31, 2022, the company amended and restated its $300.0 million variable-rate promissory note with Nant Capital. Prior to the amendment and restatement, the outstanding balance due under the promissory note was due and payable on December 17, 2022, the loan bore interest at Term SOFR + 5.4%, which was payable quarterly commencing on March 17, 2022, and the company could and can continue to prepay the outstanding principal (together with accrued and unpaid interest), in whole or in part, upon five business days’ prior written notice to the lender.

The terms of this promissory note were amended and restated to extend the maturity date of the loan to December 31, 2023, increase the interest rate on the loan to Term SOFR + 8.0% per annum, and reset the quarterly interest payment date from the 17th of the month to the last business day of March, June, September and December, commencing on September 30, 2022. No other material terms or conditions of this variable-rate promissory note were modified as part of the August 31, 2022 amendment and restatement. The interest paid in cash amounted to $27.4 million for the year ended December 31, 2022.

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 had and continues to have the right, at its sole option, to convert the outstanding principal amount and accrued and unpaid interest due under this note into fully paid and non-assessable shares of the company’s common stock at a price per share equal to $5.67.

Fixed-Rate Convertible Promissory Notes

On August 31, 2022, the company also amended and restated an aggregate of $315.1 million (including outstanding principal and accrued and unpaid interest) of fixed-rate promissory notes held by entities affiliated with Dr. Soon-Shiong. Prior to the amendments and restatements, these notes bore and continue to bear interest at a per annum rate ranging from 3.0% to 6.0%, provide that the outstanding principal was and continues to be due and payable on September 30, 2025, and accrued and unpaid interest was or continues 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 can continue 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, now subject to an advance notice period of at least five business days during which the lender can 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 described below.

The terms of these fixed-rate promissory notes were amended and restated to include a conversion feature that gives each lender the right at any time, including upon notice of prepayment, at its sole option, 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. No other material terms or conditions of these fixed-rate promissory notes were modified as part of the August 31, 2022 amendments and restatements.

Since all of the above promissory notes were entered into or amended at the same time 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. ASC 470-50, Debt – Modifications and Extinguishments, provides that a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date would always be considered substantial and require extinguishment accounting. Accordingly, as a result of the addition of the conversion feature to the fixed-rate promissory notes, the fixed-rate promissory notes and the variable-rate promissory notes were determined to be extinguished given the contemporaneous nature of the amendments. The company performed a valuation of the fixed-rate promissory notes and variable-rate promissory notes before and after amendments. Under this model, the company calculated a gain on extinguishment of $82.9 million, representing the difference between the fair value of the new and amended promissory notes and the carrying value of the extinguished debt, net of any unamortized related-party notes discounts plus the cash proceeds from the new promissory note. Since the debt was obtained from entities under common control, such gain was recorded in additional paid-in capital, on the consolidated statement of stockholders’ deficit for the year ended December 31, 2022. Also, the difference between face values of the new and amended promissory notes (and accrued interest on the date of the amendment) and the fair values of the new and restated promissory notes was recorded as a debt discount to be amortized as interest expense over the remaining term (or until conversion in the case of fixed-rate promissory notes) of the respective promissory notes. The company recorded amortization of related-party notes discounts totaling $16.3 million in interest expense, on the consolidated statement of operations during the year ended December 31, 2022.

The fair values of the promissory notes without a holder conversion option were estimated using discounted cash flow analyses, based on market rates available to the company for similar debt at issuance after consideration of default and credit risk and the level of subordination. The fair values of the fixed-rate promissory notes, which were each modified to include a holder conversion option, were determined based on a binomial lattice convertible note model. The analysis involved the construction of various intermediate lattices: stock price tree, conversion value tree, conversion probability tree, and discount rate tree. Since certain of the factors analyzed are considered to be unobservable inputs, both the discounted cash flow model and the lattice model are considered to be Level 3 valuations. Significant unobservable inputs used for the discounted cash flow analysis included market yields from 18.0% to 24.8% and a risk free rate of 4.1%, and the significant unobservable inputs used for the binomial lattice model included a volatility of 84.9%, a market yield of 17.4% and a risk free rate of 3.5%.

$50.0 million Variable-Rate Promissory Note

On December 12, 2022, the company executed a $50.0 million promissory note with Nant Capital. This note bears interest at Term SOFR plus 8.0% per annum. The accrued interest on this note shall be payable quarterly on the last business day of March, June, September and December, commencing on December 30, 2022. The outstanding principal amount and any accrued and unpaid interest are due on December 31, 2023. The company may prepay the outstanding principal amount, together with any accrued interest at any time, in whole or in part, without premium or penalty. The company must prepay the outstanding principal amount, together with any accrued interest, if requested by the holder, following the successful closing of a strategic collaboration transaction with a large biopharmaceutical company.

The company received net proceeds of $49.7 million, net of a $0.3 million origination fee paid to the lender, which the company intends to use for pre-commercialization efforts and clinical development programs, other research and development activities, capital expenditures, and other general corporate purposes. The interest paid in cash amounted to $0.3 million for the year ended December 31, 2022.

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


	Balances at December 31, 2022
	Maturity Year	Interest Rate	Outstanding Advances		Accrued Interest Added to Note		Less: Unamortized Discounts		Total





Related-Party Notes:
Nant Capital (1)	2023	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, LLC	2025	3.0%	55,000		5,110		5,978		54,132
NantCancerStemCell, LLC	2025	5.0%	33,000		7,684		3,294		37,390
Total related-party convertible notes			233,226		29,153		21,108		241,271
Total related-party debt			$	708,226	$	29,153	$	64,207	$	673,172

_______________


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

Conversion of Fixed-Rate Promissory Note due 2025

On December 12, 2022, the company received written notice from NantWorks, the holder of the existing convertible promissory note of NantCell, Inc., a wholly-owned subsidiary of the company (the Existing Note), of its election to convert the entire outstanding principal and accrued interest under the Existing 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 Existing Note, net of unamortized discount, was approximately $51.9 million, which were 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 Existing Note.


	Balances at December 31, 2021
	Maturity Year	Interest Rate	Outstanding Advances		Accrued Interest Added to Note		Less: Unamortized Debt Issuance Costs		Total

Related-Party Note:
Nant Capital (1)	2022	Term SOFR + 5.4%	$	300,000	$	674	$	1,438	$	299,236

Related-Party Convertible Notes:
Nant Capital	2025	5.0%	55,226		6,141		—		61,367
Nant Capital	2025	6.0%	50,000		3,810		—		53,810
Nant Capital	2025	6.0%	40,000		—		—		40,000
NantMobile	2025	3.0%	55,000		3,359		—		58,359
NantWorks	2025	5.0%	43,418		10,649		—		54,067
NCSC	2025	5.0%	33,000		5,746		—		38,746
Total related-party convertible notes			276,644		29,705		—		306,349

Total related-party debt			$	576,644	$	30,379	$	1,438	$	605,585

_______________


(1)			The interest rate on our related-party variable-rate note as of December 31, 2021 was 5.47%.

The following table summarizes the estimated future contractual obligations for our related-party debt as of December 31, 2022 (in thousands):


	Principal Payments				Interest Payments (1)
	Convertible Notes		Non-convertible Notes		Convertible Notes		Non-convertible Notes		Total

2023	$	—	$	475,000	$	2,400	$	59,622	$	537,022
2024	—		—		2,407		—		2,407
2025	233,226		—		61,050		—		294,276
Total principal and estimated interest due on related-party debt	$	233,226	$	475,000	$	65,857	$	59,622	$	833,705

_______________

(1)

Interest payments on our fixed-rate convertible notes are calculated based on contractual interest rates and scheduled maturity dates. Interest payments on our variable-rate notes are calculated based on Term SOFR plus the contractual spread per the loan agreements. The rate on our variable-rate notes as of December 31, 2022 was 12.59%.

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):


	As of December 31,
	2022		2021

Due from related party–NantBio, Inc.	$	1,294	$	1,294

Due from related party–Brink Biologics	271		—
Due from related parties–Various	325		39
Total due from related parties	$	1,890	$	1,333

Due to related party–Duley Road, LLC	$	1,431	$	1,380
Due to related party–NantWorks	986		1,113
Due to related party–NantBio, Inc.	943		943

Due to related party–Immuno-Oncology Clinic, Inc.	109		507

Total due to related parties	$	3,469	$	3,943

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, including NantBio, Inc., Duley Road, LLC, and 605 Nash, LLC. 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

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. For the years ended December 31, 2022, 2021 and 2020, we recorded $3.8 million, $4.4 million and $6.0 million, respectively, in selling, general and administrative expense, and $0.9 million, $0.4 million and $2.0 million, respectively, of expense reimbursements under this arrangement in research and development expense, on the 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 December 31, 2022 and 2021, we owed NantWorks net amounts of $1.0 million and $1.1 million, respectively, for all agreements between the two affiliates, which are included in due to related parties, on the consolidated balance sheet. We also recorded $2.0 million and $2.2 million of prepaid expenses for services that have been passed through to the company from NantWorks as of December 31, 2022 and 2021, respectively, which are included in prepaid expenses and other current assets, on the consolidated balance sheets.

Facility License Agreement

In November 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. The initial license was effective from May 2015 through December 2020. The base rent for the initial lease term was $47,000 per month, with annual increases of 3% beginning in January 2017. In September 2020, we amended this agreement to extend the term of this lease through December 31, 2021. Commencing 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. License fee expense for this facility totaling $2.4 million, $0.7 million and $0.6 million for the years ended December 31, 2022, 2021 and 2020, respectively, was recorded in research and development expense, on the consolidated statements of operations.

Immuno-Oncology Clinic, Inc.

We entered into multiple agreements with Immuno-Oncology Clinic, Inc. (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. Pursuant to the terms of the Clinic agreement (as amended), we made payments totaling $5.6 million in consideration of future services to be performed by 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. Based on this decision to explore a potential transition, we determined that it was more likely than not that the previously recorded prepaid asset would not result in the collection of fees for services performed by the Clinic as contemplated in the original agreements. As a result, we wrote down the remaining value of our prepaid asset and recorded approximately $4.4 million in research and development expense, on the consolidated statement of operations for the year ended December 31, 2021. We continue productive negotiations with potential partners around alternative structures and expect to complete the process during the year ending December 31, 2023, but there can be no assurance that we will be successful.

For the years ended December 31, 2022, 2021 and 2020, we incurred $2.4 million, $1.6 million and $0.9 million in research and development expense, on the consolidated statements of operations related to the Clinic Agreement. As of December 31, 2022 and 2021, we owed the Clinic $0.1 million and $0.5 million, respectively, for services excluded from the Clinic Agreement.

Brink Biologics, Inc.

In 2015, we entered into an agreement with Brink Biologics, Inc. (Brink) whereby we granted to Brink worldwide exclusive licenses to use of certain cell lines and intellectual property for non-clinical laboratory testing. Brink is a related party as our Executive Chairman, Global Chief Scientific and Medical Officer and our principal stockholder, and our Chief Corporate Affairs Officer and member of our board of directors, collectively own more than 50% of Brink’s outstanding shares. We recognized revenue of an immaterial amount, $0.4 million and $0.1 million for the year ended December 31, 2022, 2021 and 2020, respectively, related to this license.

NantBio, Inc.

In August 2018, we entered into a supply agreement with NantCancerStemCell, LLC (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 for the years ended December 31, 2022 and 2020, and $0.3 million of revenue for the year ended December 31, 2021. We recorded $0.1 million and $0.1 million of deferred revenue for bioreactors that were delivered but not installed as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, we recorded $0.9 million in due to related parties, on the 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 related to the employees providing the services. In April 2019, we agreed with NantBio to transfer certain NantBio employees and associated research and development projects, comprising the majority of NantBio’s business, to the company. After the transfer, we settled certain employee bonuses and benefits that were accrued by NantBio for 2018. As of December 31, 2022 and 2021, we recorded a net receivable from NantBio of $1.3 million, which included $1.0 million for employee bonuses and $0.3 million for vendor costs we paid on behalf of NantBio.

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 runs from July 2016 through July 2023. We have the option to extend the lease for one additional three-year term through July 2026. We have included the first option to extend the lease term for three years as part of the initial lease term as it is reasonably certain that we will exercise the option, which implies lease expiration in July 2026. The base rent is approximately $72,385 per month, with annual increases of 3% that began in July 2017. Lease expense for this facility totaling $0.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, was recorded in research and development expense, on the consolidated statements of operations.

Duley Road, LLC

In February 2017, Altor BioScience Corporation (succeeded by our wholly-owned subsidiary Altor BioScience, LLC), through its wholly-owned subsidiary, 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% that began in November 2018.

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 that increases at a rate of 3% per year.

As of December 31, 2022 and 2021, we recorded $0.9 million and $0.9 million of leasehold improvement payables, respectively, and $0.6 million and $0.5 million of lease-related payables to Duley Road, which were included in due to related parties, on the consolidated balance sheets. For the years ended December 31, 2022, 2021 and 2020, we recorded $0.8 million, $1.0 million and $0.8 million of rent expense for the two leases, respectively, which was included in research and development expense, on the consolidated statements of operations.

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 on 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 lease term. In addition, under the agreement, we are required to pay our share of estimated property taxes and operating expenses. We have included the first option to extend the lease term for three years as part of the initial lease term as it is reasonably certain that we will exercise the option. We received a rent abatement for the first seven months. The lease also provides a tenant improvement incentive of $0.3 million for costs and expenses associated with the construction of tenant improvements for the Initial Premises.

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 the 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 in March 2031. 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. The amended lease provides for a rent abatement for the first seven months, and for a tenant improvement allowance of approximately $2.6 million for costs and expenses related to improvements made by us to the Expansion Premises.

We recorded rent expense for the Initial and Expansion Premises leases totaling $2.2 million and $1.7 million for the years ended December 31, 2022 and 2021, respectively, in research and development expense, on the consolidated statements of operations.

557 Doug St, LLC

On September 27, 2021, we entered into a Membership Interest Purchase Agreement with Nant Capital (the Purchase Agreement). Nant Capital is a related party controlled by Dr. Soon-Shiong. The Purchase Agreement transferred all outstanding membership interests in 557 Doug St, LLC from the company to Nant Capital. The only asset owned by 557 Doug St, LLC is the improved property located at 557 South Douglas Street, El Segundo, California with a building area of approximately 36,434 rentable square feet (the Douglas Property).

The purchase price under the Purchase Agreement was $22.0 million, and after the offset prorated property taxes of $0.1 million, the net proceeds from the sale were $21.9 million. An independent appraisal of the Douglas Property (the Appraisal) assigned the Douglas Property a value of $22.0 million. The net carrying value of the property was $20.5 million as of the closing date. We accounted for the transfer as a sale of an asset to an entity under common control, recorded the transfer at book value and recognized the excess of net consideration over carrying book value of $1.4 million as a capital contribution received from Nant Capital in additional paid-in capital, on the consolidated statement of stockholders’ deficit for the year ended December 31, 2022.

In September 2021, we entered into a lease agreement with Nant Capital under which we leased back 557 South Douglas Street for an initial lease term of seven years, which commenced on September 27, 2021. The monthly base rent under the lease is approximately $81,976 per month with an annual increase of 3% on October 1 of each year beginning in 2022 during the initial term and, if applicable, during the option term. For the first two years under the lease we will not be charged rent; we will begin paying rent on October 1, 2023 at the current monthly base rent. We prepaid the first month rent and security deposit totaling $0.2 million upon the execution of the lease. We have an option to extend the lease for two additional seven-year periods when the prior term expires. We have included the first option to extend the lease term for seven years as part of the initial lease term as it is reasonably certain that we will exercise the option, which implies lease expiration on September 30, 2035. The lease is classified as an operating lease. For the year ended December 31, 2021, we recorded $0.3 million of rent expense for the lease, which was included in research and development expense, on the consolidated statement of operations.

Effective May 31, 2022, we executed a lease termination agreement with Nant Capital under which we received a full refund of the first month’s rent and security deposit totaling $0.2 million that we paid upon execution of the lease. We recorded year-to-date rent expense of $0.4 million prior to the termination of the lease, in research and development expense, on the consolidated statement of operations. We recognized a gain of $0.6 million on the disposal of this lease for the year ended December 31, 2022 in other income, net, on the consolidated statement of operations.

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. We will receive a rent abatement for the first month of the lease, and a one-time improvement allowance of $15,000 from the landlord that will be credited against base rent obligations for the second month 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. For the years ended December 31, 2022 and 2021, we recorded $0.5 million and $0.1 million of rent expense for the lease, respectively, which was included in research and development expense, on the 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 begins on May 1, 2022 and expires on April 30, 2027. The base rent is 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 will receive a rent abatement for the second through sixth month of the lease. We are also required to pay $7,600 per month for parking during the initial term and extension term, if exercised. 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 is responsible for the costs associated with the build-out of the premises and will received a one-time tenant improvement allowance of approximately $0.9 million from the landlord. As of December 31, 2022, we re-evaluated plan of the future development of the facility and deemed it unlikely to claim any of the allowance during the reimbursement time frame. As such, we wrote off the entire allowance receivable of $0.9 million during the year ended December 31, 2022.

The company has an option to extend the lease term for one additional consecutive five-year period. At the beginning of the 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 recorded $1.2 million of rent expense for this lease for the year ended December 31, 2022 in research and development expense, on the consolidated statement of operations.

Description of Business

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

In these notes to the consolidated financial statements, the terms “ImmunityBio,” “the company,” “the combined company,” “we,” “us,” and “our” refer to ImmunityBio and 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—natural killer (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 and to ultimately 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™(N-803), our novel antibody cytokine fusion protein, has received Breakthrough Therapy and Fast Track designations in combination with BCG from the U.S. Food and Drug Administration (FDA) for bacillus Calmette-Guérin (BCG)-unresponsive non-muscle invasive bladder cancer (NMIBC) with carcinoma in situ (CIS). In May 2022, we announced the submission of a Biologics License Application (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. In July 2022, we announced that the FDA had accepted our BLA for review and set a target Prescription Drug User Fee Act (PDUFA) action date of May 23, 2023. It is unclear when the FDA will approve our BLA, if at all.

Our platforms, which include 9 first-in-human therapeutic agents, are being studied in 26 actively recruiting clinical trials—17 of which are in Phase 2 or 3 development—across 12 indications in liquid and solid tumors, including bladder, pancreatic and lung cancers. These are among the most frequent and lethal cancer types for which there are high failure rates for existing standards of care or, in some cases, no available effective treatment. In infectious diseases, our pipeline currently targets such pathogens as the novel strain of the coronavirus (SARS-CoV-2) and human immunodeficiency virus (HIV).

We have established Good Manufacturing Process (GMP) manufacturing capacity at scale with cutting-edge cell manufacturing expertise and ready-to-scale facilities, as well as extensive and seasoned research and development (R&D), clinical trial, and regulatory operations, and development teams.

The Merger

On December 21, 2020, NantKwest, Inc. (NantKwest) and NantCell, Inc. (formerly known as ImmunityBio, Inc., a private company) (NantCell) entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which NantKwest and NantCell agreed to combine their businesses. The Merger Agreement provided that a wholly-owned subsidiary of the company would merge with and into NantCell (the Merger), with NantCell surviving the Merger as a wholly-owned subsidiary of the company.

On March 9, 2021, we completed the Merger pursuant to the terms of the Merger Agreement. Under the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of NantCell common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time, subject to certain exceptions as set forth in the Merger Agreement, was converted automatically into a right to receive 0.8190 (the Exchange Ratio) newly issued shares of common stock, par value $0.0001 per share, of the company (Company Common Stock), with cash paid in lieu of any fractional shares. At the Effective Time, each share of the company’s common stock issued and outstanding immediately prior to the Effective Time, remained an issued and outstanding share of the combined company. At the Effective Time, each outstanding option, RSU or warrant to purchase NantCell common stock was converted using the Exchange Ratio into an option, RSU or warrant, respectively, on the same terms and conditions immediately prior to the Effective Time, to purchase shares of Company Common Stock.

Immediately following the Effective Time, the former stockholders of NantCell held approximately 71.5% of the outstanding shares of Company Common Stock and the stockholders of NantKwest as of immediately prior to the Merger held approximately 28.5% of the outstanding shares of Company Common Stock. As a result of the Merger and immediately following the Effective Time, Dr. Patrick Soon-Shiong, our Executive Chairman and Global Chief Scientific and Medical Officer, and his affiliates beneficially owned, in the aggregate, approximately 81.8% of the outstanding shares of Company Common Stock. Following the consummation of the Merger, the symbol for shares of the company’s common stock was changed to “IBRX.”

We incurred costs totaling $23.3 million in connection with the Merger, consisting of financial advisory, legal and other professional fees, of which $13.0 million and $10.3 million were recorded for the years ended December 31, 2021 and 2020, respectively. Merger-related costs are reported in selling, general and administrative expense, on the consolidated statements of operations.

Accounting Treatment of the Merger

The following tables provide the impact of the change in reporting entity on our unaudited condensed consolidated statement of operations for the three months ended March 31, 2021 and our consolidated statement of operations for the year ended December 31, 2021 (in thousands):


	Three Months Ended March 31, 2021
	(Unaudited)
	NantCell		NantKwest		Intercompany Eliminations		ImmunityBio, Inc.

Revenue	$	183	$	—	$	(44)	$	139
Operating expenses:
Research and development (including amounts with related parties)	21,509		19,725		(106)		41,128
Selling, general and administrative (including amounts with related parties)	24,382		20,903		(10)		45,275
Loss from operations	(45,708)		(40,628)		72		(86,264)
Other (expense) income, net (including amounts with related parties)	(848)		6,637		—		5,789
Income tax expense	—		(6)		—		(6)
Net loss	$	(46,556)	$	(33,997)	$	72	$	(80,481)


	Year ended December 31, 2020
	(Unaudited)
	NantCell		NantKwest		Intercompany Eliminations		ImmunityBio, Inc.

Revenue	$	1,695	$	111	$	(1,201)	$	605
Operating expenses:
Research and development (including amounts with related parties)	75,763		64,483		(739)		139,507
Selling, general and administrative (including amounts with related parties)	44,099		27,254		(35)		71,318
Impairment of intangible assets	10,660		—		—		10,660
Loss from operations	(128,827)		(91,626)		(427)		(220,880)
Other (expense) income, net (including amounts with related parties)	(4,401)		(752)		—		(5,153)
Income tax benefit (expense)	1,851		(5)		—		1,846
Net loss	$	(131,377)	$	(92,383)	$	(427)	$	(224,187)

Lease Arrangements

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

Lease Arrangements

We lease property in multiple facilities across the U.S. (including the Dunkirk Facility in upstate New York) and Italy, including facilities located in El Segundo, CA, which are leased from related parties. 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 additional 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):


		As of December 31,
	Classification	2022		2021

Assets
Operating lease assets	Operating lease right-of-use assets	$	45,788	$	36,304
Finance lease assets	Other assets	135		—
Total lease assets		$	45,923	$	36,304

Liabilities
Current
Operating lease liabilities	Operating lease liabilities	$	2,650	$	3,011
Finance lease liabilities	Accrued expenses and other liabilities	77		—
Non-current
Operating lease liabilities	Operating lease liabilities, less current portion	47,951		37,068
Finance lease liabilities	Other liabilities	64		—
Total lease liabilities		$	50,742	$	40,079

Information regarding our lease terms is as follows:


	Year Ended December 31,
	2022		2021

Weighted-average remaining lease term:
Operating leases	6.6 years		7.8 years
Finance leases	1.8 years		—
Weighted-average discount rate:
Operating leases	10.5	%	9.6	%
Finance leases	11.7	%	—

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


	Year Ended December 31,
	2022		2021		2020

Operating lease costs	$	11,093	$	7,977	$	5,668
Short-term lease costs	3,060		—		—
Finance lease costs (including amortization and interest costs)	80		—		—
Variable lease costs	3,880		2,862		3,564
Total lease costs	$	18,113	$	10,839	$	9,232

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


	Year Ended December 31,
	2022		2021

Cash paid for operating leases (excluding variable lease costs)	$	10,241	$	9,034
Financing cash flow from finance leases	58		—
Operating cash flow from finance leases	15		—

Future minimum lease payments as of December 31, 2022, including $14.8 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	$	9,539	$	88	$	9,627
2024	12,118		66		12,184
2025	12,145		—		12,145
2026	10,289		—		10,289
2027	8,209		—		8,209
Thereafter	23,247		—		23,247
Total future minimum lease payments	75,547		154		75,701
Less: Interest	22,005		13		22,018
Less: Tenant improvement allowance receivable	2,941		—		2,941
Present value of operating lease liabilities	$	50,601	$	141	$	50,742

3530 John Hopkins Court

In April 2022, we extended our existing lease for 44,681 rentable square feet at 3530 John Hopkins Court in San Diego, California from July 31, 2023 to July 31, 2030 (the Extended Lease Term). This facility is used primarily as a research laboratory and our corporate offices. The Extended Lease Term will commence on August 1, 2023, and includes an option to extend the lease for one five-year term through July 31, 2035. The base rent effective during the Extended Lease Term will be approximately $323,937 per month with an annual increase of 3% beginning on August 1, 2024. At the beginning of the option term, the initial monthly base rent will be adjusted to market rent (as defined in the lease agreement). We will receive a rent abatement for the first seven months of the Extended Lease Term beginning on August 1, 2023, and a tenant improvement allowance of $0.7 million from the landlord for costs and expenses associated with the construction of tenant improvements that can be used during the 12-month period ending on August 1, 2024.

In addition to the lease described above, we also acquired a leasehold interest at the Dunkirk Facility discussed in Note 6, Collaboration and License Agreements and Acquisition, and entered into new related-party leases and terminated an existing related-party lease discussed in Note 10, Related-Party Agreements, during the year ended December 31, 2022.

Lease Arrangements

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


		As of December 31,
	Classification	2022		2021

Assets
Operating lease assets	Operating lease right-of-use assets	$	45,788	$	36,304
Finance lease assets	Other assets	135		—
Total lease assets		$	45,923	$	36,304

Liabilities
Current
Operating lease liabilities	Operating lease liabilities	$	2,650	$	3,011
Finance lease liabilities	Accrued expenses and other liabilities	77		—
Non-current
Operating lease liabilities	Operating lease liabilities, less current portion	47,951		37,068
Finance lease liabilities	Other liabilities	64		—
Total lease liabilities		$	50,742	$	40,079

Information regarding our lease terms is as follows:


	Year Ended December 31,
	2022		2021

Weighted-average remaining lease term:
Operating leases	6.6 years		7.8 years
Finance leases	1.8 years		—
Weighted-average discount rate:
Operating leases	10.5	%	9.6	%
Finance leases	11.7	%	—

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


	Year Ended December 31,
	2022		2021		2020

Operating lease costs	$	11,093	$	7,977	$	5,668
Short-term lease costs	3,060		—		—
Finance lease costs (including amortization and interest costs)	80		—		—
Variable lease costs	3,880		2,862		3,564
Total lease costs	$	18,113	$	10,839	$	9,232

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


	Year Ended December 31,
	2022		2021

Cash paid for operating leases (excluding variable lease costs)	$	10,241	$	9,034
Financing cash flow from finance leases	58		—
Operating cash flow from finance leases	15		—


Years ending December 31:	Operating Leases		Finance Leases		Total

2023	$	9,539	$	88	$	9,627
2024	12,118		66		12,184
2025	12,145		—		12,145
2026	10,289		—		10,289
2027	8,209		—		8,209
Thereafter	23,247		—		23,247
Total future minimum lease payments	75,547		154		75,701
Less: Interest	22,005		13		22,018
Less: Tenant improvement allowance receivable	2,941		—		2,941
Present value of operating lease liabilities	$	50,601	$	141	$	50,742

3530 John Hopkins Court

Commitment and Contingencies - Litigation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	Feb. 07, 2023	Dec. 02, 2022	Jul. 09, 2022	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2017
Sorrento Therapeutics, Inc. Litigation \| Subsequent Event
Litigation [Line Items]
Amount awarded from other party in litigation settlement	$ 176.4
Interest related to litigation settlement, as a percent	10.00%
Sorrento Therapeutics, Inc. Litigation \| NantCell
Litigation [Line Items]
Amount awarded from other party in litigation settlement		$ 156.8
Sorrento Therapeutics, Inc. Litigation \| NantCell \| Subsequent Event
Litigation [Line Items]
Amount awarded from other party in litigation settlement	$ 159.4
Sorrento Therapeutics, Inc. Litigation \| NANTibody, LLC
Litigation [Line Items]
Amount awarded from other party in litigation settlement		$ 16.7
Private Placement
Litigation [Line Items]
Shares to be issued in private placement (in shares)			2,229,296
Value of shares to be issued in private placement			$ 10.7
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 distributed in lieu of fractional shares (in dollars per share)					$ 21.13
Accrual for dissenting shares						$ 7.1
Accrued litigation expense				$ 5.0

Related-Party Debt (Tables)

12 Months Ended

Dec. 31, 2022

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


	Balances at December 31, 2022
	Maturity Year	Interest Rate	Outstanding Advances		Accrued Interest Added to Note		Less: Unamortized Discounts		Total





Related-Party Notes:
Nant Capital (1)	2023	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, LLC	2025	3.0%	55,000		5,110		5,978		54,132
NantCancerStemCell, LLC	2025	5.0%	33,000		7,684		3,294		37,390
Total related-party convertible notes			233,226		29,153		21,108		241,271
Total related-party debt			$	708,226	$	29,153	$	64,207	$	673,172

_______________


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


	Balances at December 31, 2021
	Maturity Year	Interest Rate	Outstanding Advances		Accrued Interest Added to Note		Less: Unamortized Debt Issuance Costs		Total

Related-Party Note:
Nant Capital (1)	2022	Term SOFR + 5.4%	$	300,000	$	674	$	1,438	$	299,236

Related-Party Convertible Notes:
Nant Capital	2025	5.0%	55,226		6,141		—		61,367
Nant Capital	2025	6.0%	50,000		3,810		—		53,810
Nant Capital	2025	6.0%	40,000		—		—		40,000
NantMobile	2025	3.0%	55,000		3,359		—		58,359
NantWorks	2025	5.0%	43,418		10,649		—		54,067
NCSC	2025	5.0%	33,000		5,746		—		38,746
Total related-party convertible notes			276,644		29,705		—		306,349

Total related-party debt			$	576,644	$	30,379	$	1,438	$	605,585

_______________


(1)			The interest rate on our related-party variable-rate note as of December 31, 2021 was 5.47%.

Estimated Future Contractual Obligations for Related-Party Notes Payable

The following table summarizes the estimated future contractual obligations for our related-party debt as of December 31, 2022 (in thousands):


	Principal Payments				Interest Payments (1)
	Convertible Notes		Non-convertible Notes		Convertible Notes		Non-convertible Notes		Total

2023	$	—	$	475,000	$	2,400	$	59,622	$	537,022
2024	—		—		2,407		—		2,407
2025	233,226		—		61,050		—		294,276
Total principal and estimated interest due on related-party debt	$	233,226	$	475,000	$	65,857	$	59,622	$	833,705

_______________

(1)

Income Taxes - Components of Income Tax Benefit (Provision) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal		$ 0	$ 0	$ 0
State		(38)	(9)	(5)
Foreign		0	0	0
Total current		(38)	(9)	(5)
Deferred:
Federal		2	0	1,187
State		2	0	664
Foreign		0	0	0
Total deferred		4	0	1,851
Total income tax (expense) benefit	$ (6)	$ (34)	$ (9)	$ 1,846

Income Taxes - Reconciliation of Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal statutory tax rate	21.00%	21.00%	21.00%
State income taxes, net of federal tax benefit	9.50%	7.00%	7.20%
Other permanent items	0.40%	(0.10%)	(0.10%)
Tax rate adjustment	(0.40%)	1.50%	(0.30%)
Research and development credits	3.60%	3.70%	0.10%
Stock-based compensation	(0.50%)	0.50%	1.30%
Section 162(m) limitation	(2.10%)	0.00%	0.00%
Other	1.50%	(0.90%)	(0.20%)
Valuation allowance	(33.00%)	(32.70%)	(28.20%)
Effective income tax rate	0.00%	0.00%	0.80%

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax [Line Items]
Federal net operating losses	$ 1,400,000
State net operating losses	1,500,000
Foreign net operating losses	10,100
Valuation allowance	491,755	$ 375,160
Increase (decrease) in valuation allowance	116,600	113,700
Portion of valuation allowance credited directly to contributed capital	200
Deferred tax assets not recognized due to limitations	274,200
Research and development credits	40,954	17,716
Deferred tax assets, interest expense temporarily disallowed	77,600	$ 33,100
Unrecognized tax benefits that would not impact effective tax rate	13,800
Federal
Income Tax [Line Items]
Net operating losses not subject to expiration	967,300
Research and development credits	36,000
State
Income Tax [Line Items]
Net operating losses not subject to expiration	49,700
Research and development credits	$ 22,500

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation Expenses Related to Statement of Operations

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


	Year Ended December 31,
	2022		2021		2020

Stock-based compensation expense:
Stock options	$	13,280	$	11,623	$	1,426
RSUs	26,899		45,558		761
	$	40,179	$	57,181	$	2,187
Stock-based compensation expense in operating expenses:
Research and development	$	11,669	$	18,819	$	261
Selling, general and administrative	28,510		38,362		1,926
	$	40,179	$	57,181	$	2,187

Summary of Stock Option Activity and Related Information under Equity Plans

The following table summarizes stock option activity and related information for the year ended December 31, 2022:


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

Outstanding at December 31, 2021	4,124,930	$	15.62	$	4,178	5.3
Granted	5,736,256	$	5.33
Exercised	(14,767)	$	5.07
Expired/forfeited	(583,493)	$	5.91
Outstanding at December 31, 2022	9,262,926	$	9.87	$	4,848	7.2
Vested and exercisable at December 31, 2022	3,445,499	$	14.75	$	2,742	3.8

Weighted Average Fair Value of Options Under Black-Scholes Option Pricing Model

The fair value of stock options issued was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2022			2021			2020

Expected term	5.69 years			5.90 years			5.50 years
Risk-free interest rate	2.6		%	0.7		%	0.4		%
Expected volatility	101.8		%	101.0		%	96.8		%
Dividend yield	0.0		%	0.0		%	0.0		%
Weighted-average grant date fair value	$	4.20		$	16.80		$	4.64

Summary of RSU Activity under Equity Plans

The following table summarizes RSU activity during the year ended December 31, 2022:


	Number of Units	Weighted- Average Grant Date Fair Value

Nonvested balance at December 31, 2021	6,515,889	$	21.88
Granted	1,772,562	$	4.29
Vested	(521,296)	$	17.32
Forfeited/canceled	(1,215,767)	$	17.60
Nonvested balance at December 31, 2022	6,551,388	$	18.27

Related-Party Agreements - Additional Information (Detail)						1 Months Ended						3 Months Ended	12 Months Ended
	May 01, 2022 USD ($) ft² Term	Oct. 01, 2021 USD ($) ft² Term	Sep. 27, 2021 USD ($) ft²	Apr. 01, 2021 USD ($) ft²	Jan. 01, 2021 USD ($) ft² Term	Sep. 30, 2021 USD ($) option	Jan. 31, 2019 USD ($) Term lease	Aug. 31, 2018	Feb. 28, 2017 USD ($) ft² Term	Sep. 30, 2016 USD ($) ft² Term	Nov. 30, 2015 USD ($) ft²	Mar. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	May 31, 2022 USD ($)	Jan. 01, 2019 ft²
Related Party Transaction [Line Items]
Selling, general and administrative expense												$ 45,275,000	$ 102,708,000	$ 135,256,000	$ 71,318,000
Research and development expense												$ 41,128,000	248,149,000	195,958,000	139,507,000
Due to related parties													3,469,000	3,943,000
Sale leaseback transaction, capital contribution													0	1,435,000	0
NantWorks
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²	46,330
Base rent - monthly	$ 273,700
Percentage of annual increases of base rent	3.00%
Expansion of leased premises (in square feet) \| ft²	36,830
Brink Biologics, Inc.
Related Party Transaction [Line Items]
Revenue from related parties													0	400,000	100,000
NantBio, Inc.
Related Party Transaction [Line Items]
Due from related parties													1,300,000	1,300,000
420 Nash, LLC
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²		19,125
Base rent - monthly		$ 38,250
Percentage of annual increases of base rent		3.00%
Optional extended lease term		5 years
Options to extend number of terms \| Term		2
Tenant improvements incentive		$ 15,000
23 Alaska, LLC
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²	47,265
Base rent - monthly	$ 139,400
Percentage of annual increases of base rent	3.00%
Optional extended lease term	5 years
Options to extend number of terms \| Term	1
Tenant improvements incentive	$ 900,000												900,000
Monthly parking rent	$ 7,600
Research and Development \| 420 Nash, LLC
Related Party Transaction [Line Items]
Lease expense													500,000	100,000
Research and Development \| 23 Alaska, LLC
Related Party Transaction [Line Items]
Lease expense													1,200,000
Employee Bonuses Payment \| NantBio, Inc.
Related Party Transaction [Line Items]
Due from related parties													1,000,000	1,000,000
Vendor Costs Payments \| NantBio, Inc.
Related Party Transaction [Line Items]
Due from related parties													300,000	300,000
NantWorks
Related Party Transaction [Line Items]
Due to related parties													986,000	1,113,000
Number of square foot of facility leased \| ft²											9,500
Base rent - monthly											$ 47,000
Percentage of annual increases of base rent											3.00%
NantWorks \| Research and Development
Related Party Transaction [Line Items]
Lease expense													2,400,000	700,000	600,000
NantWorks \| Amendment to Extend Lease Term
Related Party Transaction [Line Items]
Base rent - monthly					$ 56,120
Percentage of annual increases of base rent					3.00%
NantWorks \| Shared Services Agreement
Related Party Transaction [Line Items]
Selling, general and administrative expense													3,800,000	4,400,000	6,000,000
Prepaid expenses													2,000,000	2,200,000
NantWorks \| Shared Services Agreement \| Reimbursements
Related Party Transaction [Line Items]
Research and development expense													900,000	400,000	2,000,000
Due to related parties													1,000,000	1,100,000
Consideration for Future Services \| Immuno-Oncology Clinic, Inc.
Related Party Transaction [Line Items]
Consideration for future services																$ 5,600,000
Immuno-Oncology Clinic, Inc.
Related Party Transaction [Line Items]
Research and development expense													2,400,000	1,600,000	900,000
Due to related parties													100,000	500,000
Prepaid expenses														4,400,000
NantBio, Inc.
Related Party Transaction [Line Items]
Due to related parties													943,000	943,000
NCSC
Related Party Transaction [Line Items]
Due to related parties													900,000	900,000
Initial term of lease arrangement								5 years
Optional extended lease term								1 year
Revenue recognized													0	300,000	0
Deferred revenue													100,000	100,000
605 Doug St, LLC
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²										24,250
Base rent - monthly										$ 72,385
Percentage of annual increases of base rent										3.00%
Optional extended lease term										3 years
Options to extend number of terms \| Term										1
605 Doug St, LLC \| Research and Development
Related Party Transaction [Line Items]
Lease expense													900,000	900,000	900,000
Duley Road, LLC
Related Party Transaction [Line Items]
Base rent - monthly							$ 35,800
Percentage of annual increases of base rent							3.00%
Lease expense													800,000	1,000,000	$ 800,000
Optional extended lease term							5 years
Options to extend number of terms \| Term							2
Number of leases \| lease							2
Duley Road, LLC \| Due to Related Parties
Related Party Transaction [Line Items]
Leasehold improvement payables													900,000	900,000
Lease-related payables													600,000	500,000
Duley Road, LLC \| Altor BioScience Corporation
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²									11,980
Base rent - monthly									$ 40,700
Percentage of annual increases of base rent									3.00%
Optional extended lease term									5 years
Options to extend number of terms \| Term									2
Duley Road, LLC \| 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 \| 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 \| Initial Premises
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²					6,883
Base rent - monthly					$ 20,300
Percentage of annual increases of base rent					3.00%
Optional extended lease term					3 years
Options to extend number of terms \| Term					1
Rent abatement period					7 months
Tenant improvements incentive					$ 300,000
605 Nash, LLC \| Expansion Premises
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²				57,760
Base rent - monthly				$ 170,400
Percentage of annual increases of base rent				3.00%
Optional extended lease term				3 years
Rent abatement period				7 months
Tenant improvements incentive				$ 2,600,000
605 Nash, LLC \| Expansion Premises \| Research and Development
Related Party Transaction [Line Items]
Lease expense													2,200,000	1,700,000
557 Doug St, LLC
Related Party Transaction [Line Items]
Number of square foot of facility leased \| ft²			36,434
Base rent - monthly						$ 81,976
Percentage of annual increases of base rent						3.00%
Optional extended lease term						7 years
Period of rent free lease term						2 years
Prepayment of first month rent and security deposit						$ 200,000											$ 200,000
557 Doug St, LLC \| Nant Capital
Related Party Transaction [Line Items]
Initial term of lease arrangement						7 years
Optional extended lease term						7 years
Options to extend number of terms \| option						2
Sale-leaseback transaction, consideration transferred			$ 22,000,000
Sale-leaseback transaction, property taxes			100,000
Sale leaseback transaction, net proceeds			21,900,000
Sale leaseback transaction, independent appraisal value			22,000,000
Sale leaseback transaction, net carrying value			$ 20,500,000
Sale leaseback transaction, capital contribution													1,400,000
557 Doug St, LLC \| Research and Development
Related Party Transaction [Line Items]
Lease expense													400,000	$ 300,000
557 Doug St, LLC \| Other Nonoperating Income (Expense)
Related Party Transaction [Line Items]
Gain on disposal of lease													$ 600,000

Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 12, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Number of warrants outstanding (in shares)		9,090,909
Transaction costs allocated to warrant liability		$ 1,082	$ 0	$ 0
Warrant liability		$ 21,636	$ 0
Third-party warrants
Class of Warrant or Right [Line Items]
Exercise price of warrants (in dollars per share)	$ 6.60
Proceeds from issuance of warrants	$ 35,100
Registered Direct Offering
Class of Warrant or Right [Line Items]
Sale of stock issued in transaction (in shares)	9,090,909
Number of warrants outstanding (in shares)	9,090,909

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Investments, Debt and Equity Securities [Abstract]

Summary of Available-for-Sale Marketable Debt Securities


	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


	December 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

Current:
Corporate debt securities	$	129,190	$	10	$	(36)	$	129,164
Foreign bonds	116		—		(1)		115
Mutual funds	35		3		—		38
Current portion	129,341		13		(37)		129,317
Noncurrent:
Foreign bonds	719		103		—		822
Noncurrent portion	719		103		—		822
Total	$	130,060	$	116	$	(37)	$	130,139

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):


	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)


	December 31, 2021
	Less than 12 months				More than 12 months
	Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses

Corporate debt securities	$	86,158	$	(36)	$	—	$	—
Mutual funds	—		—		34		(2)
Foreign bonds	115		(1)		113		(1)
Total	$	86,273	$	(37)	$	147	$	(3)

Stock-Based Compensation - Weighted Average Fair Value of Options Under Black-Scholes Option Pricing Model (Detail) - Stock Options - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term	5 years 8 months 8 days	5 years 10 months 24 days	5 years 6 months
Risk-free interest rate	2.60%	0.70%	0.40%
Expected volatility	101.80%	101.00%	96.80%
Dividend yield	0.00%	0.00%	0.00%
Weighted-average grant date fair value (in dollars per share)	$ 4.20	$ 16.80	$ 4.64

Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 12, 2022 $ / shares shares	Dec. 31, 2022 USD ($) yr	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of year		$ (35,096)
Net decrease in fair value		(13,460)
Fair value, end of year		$ (21,636)	$ (35,096)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Change in fair value of warrant liability
Registered Direct Offering
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Sale of stock issued in transaction (in shares) \| shares	9,090,909
Third-party warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Exercise price of warrants (in dollars per share) \| $ / shares	$ 6.60
Third-party warrants \| Expected term
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Measurement input \| yr		1,960
Third-party warrants \| Expected average volatility
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Measurement input		0.994
Third-party warrants \| Expected dividend yield
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Measurement input		0
Third-party warrants \| Risk-free interest rate
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Measurement input		0.044
Fair Value, Measurements, Recurring
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		$ 108,024	317,938
Liabilities measured at fair value		(21,655)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning of year		(409)	(972)	$ (1,725)
Consideration paid		339	419	0
Net decrease in fair value		51	144	753
Fair value, end of year		(19)	(409)	$ (972)
Fair Value, Measurements, Recurring \| Contingent consideration obligations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		(19)	(409)
Fair Value, Measurements, Recurring \| Third-party warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		(21,636)
Fair Value, Measurements, Recurring \| Current Assets \| Equity securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		2,507	6,698
Fair Value, Measurements, Recurring \| Current Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value			115
Fair Value, Measurements, Recurring \| Current Assets \| Mutual funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		36	38
Fair Value, Measurements, Recurring \| Current Assets \| Cash and cash equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		104,641	181,101
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]
Assets measured at fair value		32,000	75,000
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]
Assets measured at fair value		8,800	54,200
Fair Value, Measurements, Recurring \| Current Assets \| Cash and cash equivalents \| Commercial Paper
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		0	500
Fair Value, Measurements, Recurring \| Current Assets \| Corporate debt securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value			129,164
Fair Value, Measurements, Recurring \| Noncurrent Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		840	822
Fair Value, Measurements, Recurring \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		66,403	59,094
Liabilities measured at fair value		0
Fair Value, Measurements, Recurring \| Level 1 \| Contingent consideration obligations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		0	(388)
Fair Value, Measurements, Recurring \| Level 1 \| Third-party warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		0
Fair Value, Measurements, Recurring \| Level 1 \| Current Assets \| Equity securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		2,507	6,698
Fair Value, Measurements, Recurring \| Level 1 \| Current Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value			115
Fair Value, Measurements, Recurring \| Level 1 \| Current Assets \| Mutual funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		36	38
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]
Assets measured at fair value		63,860	51,421
Fair Value, Measurements, Recurring \| Level 1 \| Current Assets \| Corporate debt securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value			0
Fair Value, Measurements, Recurring \| Level 1 \| Noncurrent Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		0	822
Fair Value, Measurements, Recurring \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		41,621	258,844
Liabilities measured at fair value		0
Fair Value, Measurements, Recurring \| Level 2 \| Contingent consideration obligations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		0	0
Fair Value, Measurements, Recurring \| Level 2 \| Third-party warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		0
Fair Value, Measurements, Recurring \| Level 2 \| Current Assets \| Equity securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		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]
Assets measured at fair value			0
Fair Value, Measurements, Recurring \| Level 2 \| Current Assets \| Mutual funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		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]
Assets measured at fair value		40,781	129,680
Fair Value, Measurements, Recurring \| Level 2 \| Current Assets \| Corporate debt securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value			129,164
Fair Value, Measurements, Recurring \| Level 2 \| Noncurrent Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		840	0
Fair Value, Measurements, Recurring \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		0	0
Liabilities measured at fair value		(21,655)
Fair Value, Measurements, Recurring \| Level 3 \| Contingent consideration obligations
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		(19)	(21)
Fair Value, Measurements, Recurring \| Level 3 \| Third-party warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities measured at fair value		(21,636)
Fair Value, Measurements, Recurring \| Level 3 \| Current Assets \| Equity securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		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]
Assets measured at fair value			0
Fair Value, Measurements, Recurring \| Level 3 \| Current Assets \| Mutual funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		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]
Assets measured at fair value		0	0
Fair Value, Measurements, Recurring \| Level 3 \| Current Assets \| Corporate debt securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value			0
Fair Value, Measurements, Recurring \| Level 3 \| Noncurrent Assets \| Foreign bonds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at fair value		$ 0	$ 0

Financial Statement Details

12 Months Ended

Dec. 31, 2022

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):


	As of December 31,
	2022		2021

Prepaid research and development costs	$	11,704	$	692
Prepaid services	8,013		6,274

Prepaid insurance	2,282		2,266
Prepaid software license fees	2,195		1,111
Prepaid supplies	2,160		—
Insurance premium financing asset	1,417		2,598








Other	3,732		2,957
Prepaid expenses and other current assets	$	31,503	$	15,898

Property, Plant and Equipment, Net

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


	As of December 31,
	2022		2021

Leasehold improvements	$	68,710	$	62,482
Equipment	67,945		54,284
Construction in progress	72,693		16,575
Software	1,657		1,544
Furniture & fixtures	1,906		1,052
Gross property, plant and equipment	212,911		135,937
Less: Accumulated depreciation and amortization	69,252		53,074
Property, plant and equipment, net	$	143,659	$	82,863

Depreciation expense related to property, plant and equipment totaled $16.3 million, $14.2 million and $12.7 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Intangible Assets, Net

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


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

Favorable leasehold rights	9.1	$	20,398	$	(1,785)	$	—	$	18,613
Organized workforce		831		(150)		(681)		—
Total definite-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

Definite-Lived Intangibles

Definite-lived intangible assets subject to amortization include favorable leasehold rights and an organized workforce acquired from the asset acquisition of the Dunkirk facility in February 2022. During the year ended December 31, 2022, we wrote off the entire unamortized organized workforce intangible asset totaling $0.7 million in impairment of intangible assets, on the consolidated statement of operations. See Note 6, Collaboration and License Agreements and Acquisition, for further information.

We recorded amortization expense of $1.9 million, in research and development expense, on the consolidated statement of operations for the year ended December 31, 2022. Future amortization expense for the favorable leasehold rights is as follows: $2.0 million for each of the years from 2023 to 2027 and $8.4 million thereafter.

Indefinite-Lived Intangibles

During the year ended December 31, 2020, we determined to discontinue the LMP1 and LMP/IPS programs based on results gathered from preclinical data. As a result, the carrying value of the IPR&D relating to the LMP1 and LMP/IPS program was written down to zero and we recorded an impairment charge of $10.7 million on the consolidated statement of operations. No such impairments were recorded during the years ended December 31, 2022 and 2021. As of December 31, 2022 and 2021, the company had indefinite-lived IPR&D intangible assets of $1.4 million, which were obtained from business acquisitions.

Convertible Note Receivable

In 2016, we executed a convertible promissory note with Riptide Bioscience, Inc., or Riptide, and advanced Riptide a principal amount of $5.0 million. The note bears interest at a per annum rate of five percent (5%). The original term of the promissory note requires that the entire unpaid principal amount and all unpaid accrued interest shall become fully due and payable upon the earlier of (i) the three (3) year anniversary of the issuance date, and (ii) when we accelerate the maturity of the note upon the occurrence of an event of default. In the event of qualified financing, the outstanding principal amount and unpaid accrued interest automatically convert into the most senior class of preferred stock sold in such qualified financing at a 25% discount to the price per share paid for such preferred stock. In addition, in the event of a change in control, we have the option to be paid in cash or to convert, immediately prior to the closing of such transaction, the outstanding indebtedness into Riptide’s most senior class of equity securities at a 25% discount to the price per share paid for such equity securities in such transaction.

Concurrent with the transaction, we entered into an exclusive license agreement with Riptide to obtain worldwide exclusive rights, with the right to sublicense, certain know-how related to RP-182, RP-233 and RP-183. We are required to pay a single-digit royalty on net sales of the licensed products on a country-by-country basis. Pursuant to the license agreement, we are also required to make cash milestone payments upon successful completion of certain clinical, regulatory and commercial milestones up to an aggregate amount of $47.0 million for the first three indications of the licensed product with a maximum payment amount of $100.0 million.

In 2019, we and Riptide entered into a first amendment to the convertible promissory note. Under the agreement, we extended the maturity of the promissory note to the earlier of, a) the later of, i) the completion of non-clinical IND enabling studies by the company, or ii) December 31, 2020; and b) when we accelerate the maturity of the note upon the occurrence of an event of default. No other terms and conditions of the promissory note were modified. Concurrently, we also entered into a first amendment to the exclusive license agreement with Riptide and extended the achievement dates for certain clinical trial milestones related to the licensed products. This option for receiving a 25% discount was determined to have an immaterial value at inception and life to date of the note, as the probability of a future qualifying event is remote. All other terms and conditions of the license agreement continued in full force and effect. This promissory note is still outstanding as of December 31, 2022. The convertible note receivable balance was $6.6 million and $6.4 million, which included accrued interest of $1.6 million and $1.4 million as of December 31, 2022 and 2021, respectively.

Accrued Expenses and Other Liabilities

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


	As of December 31,
	2022		2021

Accrued bonus	$	12,068	$	8,316
Accrued construction costs	7,072		8,145
Accrued professional and service fees	6,685		6,909
Accrued compensation	6,040		5,613
Accrued preclinical and clinical trial costs	4,985		5,842
Accrued research and development costs	1,930		2,107
Financing obligation – current portion	1,417		2,598

Accrued laboratory equipment, supplies and related services	303		2,144
Accrued dissenting shares (Note 7)	—		7,118
Other	1,325		2,595
Accrued expenses and other liabilities	$	41,825	$	51,387

Interest and Investment (Loss) Income, Net

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


	Year Ended December 31,
	2022		2021		2020

Unrealized (losses) gains from equity securities	$	(4,190)	$	(4,615)	$	1,577
Interest income	2,708		836		1,725
Investment (amortization expense) accretion income, net	(1,486)		(488)		(858)
Net realized (losses) gains on investments	(122)		167		(9)
Interest and investment (loss) income, net	$	(3,090)	$	(4,100)	$	2,435

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):


	Year Ended December 31,
	2022		2021		2020

Interest expense on related-party notes payable	$	(47,145)	$	(14,695)	$	(9,033)
Amortization of related-party notes discounts	(16,282)		(62)		—
Other interest expense	(88)		(92)		(41)
Interest expense	$	(63,515)	$	(14,849)	$	(9,074)

Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands	Total	Registered Direct Offering	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 (Loss) Income	Total ImmunityBio Stockholders’ Equity (Deficit)	Total ImmunityBio Stockholders’ Equity (Deficit) Registered Direct Offering	Total ImmunityBio Stockholders’ Equity (Deficit) ATM Offering Program	Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2019				371,976,995
Beginning balance at Dec. 31, 2019	$ 16,326			$ 37			$ 1,406,002			$ (1,393,280)	$ (87)	$ 12,672			$ 3,654
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Issuance of common stock, net (in shares)				8,521,500
Issuance of common stock, net	86,302			$ 1			86,301					86,302
Stock-based compensation expense	2,187						2,187					2,187
Exercise of stock options (in shares)				1,272,273
Exercise of stock options	1,176						1,176					1,176
Vesting of restricted stock units (RSUs) (in shares)				648,336
Net share settlement for RSUs vesting and warrant exercises (in shares)				(175,962)
Net share settlement for RSUs vesting	(503)						(503)					(503)
Gain on extinguishment of debt with related parties under common control	0
Other comprehensive income (loss), net of tax	209										209	209
Net loss	(224,187)									(221,851)		(221,851)			(2,336)
Ending balance (in shares) at Dec. 31, 2020				382,243,142
Ending balance at Dec. 31, 2020	(118,490)			$ 38			1,495,163			(1,615,131)	122	(119,808)			1,318
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Issuance of common stock, net (in shares)				13,295,817
Issuance of common stock, net	164,530			$ 2			164,528					164,530
Stock-based compensation expense	57,181						57,181					57,181
Exercise of stock options (in shares)				1,695,638
Exercise of stock options	5,461						5,461					5,461
Vesting of restricted stock units (RSUs) (in shares)				873,058
Net share settlement for RSUs vesting and warrant exercises (in shares)				(277,611)
Net share settlement for RSUs vesting	(4,064)						(4,064)					(4,064)
Sales of assets to an entity under common control	1,435						1,435					1,435
Gain on extinguishment of debt with related parties under common control	0
Other comprehensive income (loss), net of tax	(118)										(118)	(118)
Net loss	$ (349,848)									(346,790)		(346,790)			(3,058)
Ending balance (in shares) at Dec. 31, 2021	397,830,044			397,830,044
Ending balance at Dec. 31, 2021	$ (243,913)			$ 40			1,719,704			(1,961,921)	4	(242,173)			(1,740)
Increase (Decrease) in Statements of Stockholders’ Deficit [Roll Forward]
Issuance of common stock, net (in shares)					9,090,909	2,051,894
Issuance of common stock, net		$ 13,007	$ 13,129		$ 1			$ 13,006	$ 13,129				$ 13,007	$ 13,129
Stock-based compensation expense	40,179						40,179					40,179
Conversion of related-party convertible note				9,986,920
Conversion of related-party convertible note and accrued interest, net of unamortized debt discount, into equity	$ 51,947			$ 1			51,946					51,947
Exercise of stock options (in shares)	14,767			14,767
Exercise of stock options	$ 74						74					74
Vesting of restricted stock units (RSUs) (in shares)				521,296
Net share settlement for RSUs vesting and warrant exercises (in shares)				(156,011)
Net share settlement for RSUs vesting	(616)						(616)					(616)
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 income (loss), net of tax	179										179	179
Net loss	$ (417,320)									(416,567)		(416,567)			(753)
Ending balance (in shares) at Dec. 31, 2022	421,569,115			421,569,115
Ending balance at Dec. 31, 2022	$ (449,820)			$ 42			$ 1,930,936			$ (2,378,488)	$ 183	$ (447,327)			$ (2,493)

Description of Business - Additional Information (Detail) $ / shares in Units, $ in Millions		12 Months Ended
	Mar. 09, 2021 $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2022 $ / shares	Feb. 01, 2022 $ / shares
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001
NantKwest
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Ownership percentage held by stockholders upon consummation of merger	28.50%
Executive Chairman and Global Chief Scientific and Medical Officer
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Ownership percentage held by Executive Chairman and Global Chief Scientific and Medical Officer upon consummation of merger	81.80%
Selling General and Administrative Expense
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Merger-related costs \| $		$ 13.0	$ 23.3	$ 10.3
NantCell
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par value (in dollars per share)	$ 0.001
Merger exchange ratio	0.8190
Ownership percentage held by stockholders upon consummation of merger	71.50%

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 104,641	$ 181,101
Marketable securities	2,543	136,015
Due from related parties	1,890	1,333
Prepaid expenses and other current assets (including amounts with related parties)	31,503	15,898
Total current assets	140,577	334,347
Marketable securities, noncurrent	840	822
Property, plant and equipment, net	143,659	82,863
Intangible asset, net	20,003	1,420
Convertible note receivable	6,629	6,379
Operating lease right-of-use assets, net (including amounts with related parties)	45,788	36,304
Investment and other assets (including amounts with related parties)	4,860	6,775
Total assets	362,356	468,910
Current liabilities:
Accounts payable	21,016	11,418
Accrued expenses and other liabilities	41,825	51,387
Due to related parties	3,469	3,943
Operating lease liabilities (including amounts with related parties)	2,650	3,011
Total current liabilities	500,861	368,995
Operating lease liabilities, less current portion (including amounts with related parties)	47,951	37,068
Warrant liability	21,636	0
Other liabilities	457	411
Total liabilities	812,176	712,823
Commitments and contingencies (Note 7)
Stockholders’ deficit:
Common stock, $0.0001 par value; 900,000,000 and 500,000,000 shares authorized as of December 31, 2022 and 2021, respectively; 421,569,115 and 397,830,044 shares issued and outstanding as of December 31, 2022 and 2021, respectively; excluding treasury stock, 163,800 shares outstanding as of December 31, 2022 and 2021, respectively	42	40
Additional paid-in capital	1,930,936	1,719,704
Accumulated deficit	(2,378,488)	(1,961,921)
Accumulated other comprehensive income	183	4
Total ImmunityBio stockholders’ deficit	(447,327)	(242,173)
Noncontrolling interests	(2,493)	(1,740)
Total stockholders’ deficit	(449,820)	(243,913)
Total liabilities and stockholders’ deficit	362,356	468,910
Promissory Notes
Current liabilities:
Related-party promissory notes, net of discounts and deferred issuance costs	431,901	299,236
Related-party promissory notes, less current portion (Note 9)	0	306,349
Convertible Notes
Current liabilities:
Related-party promissory notes, less current portion (Note 9)	$ 241,271	$ 0

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

2015 Equity Incentive Plan

In 2015, the Board of Directors adopted, and our stockholders approved, the 2015 Plan. The 2015 Plan, as amended, permits the grant of incentive stock options to the company’s employees, and the grant of non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance units and performance shares to the company’s employees, directors and consultants. In addition, the number of shares reserved for future grant under the 2015 Plan include shares subject to stock options granted under the 2014 Plan that expire or terminate without having been exercised in full and shares issued pursuant to awards granted under the 2014 Plan that are forfeited to or repurchased by us (provided that the maximum number of shares that may be added to the 2015 Plan pursuant to this provision is approximately 503,493 shares as of December 31, 2022). Pursuant to the Merger, we assumed 7,121,110 RSUs (adjusted for the Exchange Ratio of 0.8190) issued under the 2015 NC Plan.

As of December 31, 2022, the 2015 Plan is the only equity plan available for grant of equity awards to employees, directors and consultants of the company. At the company’s 2022 Annual Meeting of Stockholders held on June 14, 2022, stockholders approved an amendment to increase the number of shares of common stock authorized for issuance under the 2015 Plan by 19,900,000 shares. As of December 31, 2022, approximately 18.4 million shares were available for future grants under the 2015 Plan.

Stock-Based Compensation

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


	Year Ended December 31,
	2022		2021		2020

Stock-based compensation expense:
Stock options	$	13,280	$	11,623	$	1,426
RSUs	26,899		45,558		761
	$	40,179	$	57,181	$	2,187
Stock-based compensation expense in operating expenses:
Research and development	$	11,669	$	18,819	$	261
Selling, general and administrative	28,510		38,362		1,926
	$	40,179	$	57,181	$	2,187

Stock Options

The following table summarizes stock option activity and related information for the year ended December 31, 2022:


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

Outstanding at December 31, 2021	4,124,930	$	15.62	$	4,178	5.3
Granted	5,736,256	$	5.33
Exercised	(14,767)	$	5.07
Expired/forfeited	(583,493)	$	5.91
Outstanding at December 31, 2022	9,262,926	$	9.87	$	4,848	7.2
Vested and exercisable at December 31, 2022	3,445,499	$	14.75	$	2,742	3.8

On March 23, 2022, the Compensation Committee of the Board of Directors granted option awards to purchase a total of 4,728,634 shares of our common stock pursuant to the 2015 Plan at an exercise price of $5.83 per share, the closing price reported on the Nasdaq on the date of grant.

Of the option awards granted, 3,903,634 shares subject to such option awards were awarded to employees of the company (of which 825,000 options were awarded to the company’s named executive officers (NEOs)). The shares subject to the option shall vest in equal annual installments of 1/3rd on each of the first, second and third anniversaries of March 23, 2022 (the “vesting commencement date”), such that all shares shall be fully vested on the third anniversary of the vesting commencement date, subject to the recipient continuing to be a “service provider” as defined in the 2015 Plan through each applicable vesting date.

The remaining 825,000 shares subject to such option awards were awarded to the company’s NEOs with a performance condition. Subject to the company’s attainment of a financial goal for the fiscal year ending December 31, 2022, 1/3rd of the shares subject to the option shall vest in equal annual installments on each of the first, second and third anniversaries of the vesting commencement date, such that all shares shall be fully vested on the third anniversary of the vesting commencement date, subject to the recipient continuing to be a “service provider” through each applicable vesting date.

As of December 31, 2022, the unrecognized compensation cost related to outstanding stock options was $20.4 million, which is expected to be recognized over a remaining weighted-average period of 1.8 years.

The total intrinsic value of stock options exercised during the year ended December 31, 2022 was immaterial. Cash proceeds received from stock option exercises during the year ended December 31, 2022 was $0.1 million.

As of December 31, 2021, a total of 3,038,322 vested and exercisable stock options were outstanding.

The fair value of stock options issued was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:


	Year Ended December 31,
	2022			2021			2020

Expected term	5.69 years			5.90 years			5.50 years
Risk-free interest rate	2.6		%	0.7		%	0.4		%
Expected volatility	101.8		%	101.0		%	96.8		%
Dividend yield	0.0		%	0.0		%	0.0		%
Weighted-average grant date fair value	$	4.20		$	16.80		$	4.64

The expected term was estimated using the average of the contractual term and the weighted-average vesting term of the options. The risk-free interest rate was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The expected volatility was estimated based on the historical volatility of our common stock. The assumed dividend yield was based on our expectation of not paying dividends for the foreseeable future.

Restricted Stock Units

The following table summarizes RSU activity during the year ended December 31, 2022:


	Number of Units	Weighted- Average Grant Date Fair Value

Nonvested balance at December 31, 2021	6,515,889	$	21.88
Granted	1,772,562	$	4.29
Vested	(521,296)	$	17.32
Forfeited/canceled	(1,215,767)	$	17.60
Nonvested balance at December 31, 2022	6,551,388	$	18.27

As of December 31, 2022, there was $70.1 million of unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.7 years. The total intrinsic value of RSUs vested during the year ended December 31, 2022 was $2.6 million.

We may grant RSUs to both employees and directors of the company and to employees of related parties that provide shared services to the company under our shared services agreement with NantWorks as discussed in Note 10, Related-Party Agreements. The grant date fair value of an RSU equals the closing price of our common stock on the date of grant.

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 and recorded $0.4 million and $0.9 million of deemed dividends for the years ended December 31, 2022 and 2021 in additional paid-in capital, on the consolidated balance sheets, with a corresponding credit to stock-based compensation expense.

Related-Party Warrants

In connection with the Merger, warrants issued to NantWorks, a related party, in connection with NantCell’s acquisition of Altor were assumed by the company. After applying the Exchange Ratio at the Effective Time of the Merger, a total of 1,638,000 warrants with an exercise price of $3.24 per share were outstanding as of December 31, 2022. 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.

Summary of Significant Accounting Policies - Securities Excluded from the Computation of Potentially Dilutive Securities (Detail) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	26,543,223	12,278,819	7,101,126
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	9,262,926	4,124,930	4,996,284
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)	9,090,909	0	0
RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	6,551,388	6,515,889	466,842
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	1,638,000

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net loss	$ (417,320)	$ (349,848)	$ (224,187)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	40,179	57,181	2,187
Change in fair value of warrant liability	(13,460)	0	0
Transaction costs allocated to warrant liability	1,082	0	0
Depreciation and amortization	18,260	14,238	12,739
Non-cash interest items, net (including amounts with related parties)	11,746	12,417	8,531
Amortization of related-party notes discounts	16,282	62	0
Non-cash lease expense related to operating lease right-of-use assets	5,932	4,884	5,155
Amortization of premiums, net of discounts, on marketable debt securities	1,318	403	794
Unrealized losses (gains) on equity securities	4,190	4,615	(2,876)
Unrealized loss on non-marketable equity investment	0	0	1,405
Impairment of intangible assets	681	0	10,660
Impairment of fixed assets	1,333	0	0
Deferred tax	(4)	(8)	(2,938)
Other	273	749	446
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(16,557)	(2,249)	4,208
Investment and other assets	1,998	(3,977)	(684)
Accounts payable	8,000	(3,717)	2,570
Accrued expenses and other liabilities	4,102	5,182	12,495
Related parties	(1,225)	(10,187)	3,378
Operating lease liabilities	(4,319)	(4,164)	(5,607)
Net cash used in operating activities	(337,509)	(274,419)	(171,724)
Investing activities:
Purchases of property, plant and equipment	(78,162)	(33,563)	(1,669)
Purchase of intangible assets	(21,229)	0	0
Proceeds from sales of property, plant and equipment	0	20,498	0
Purchases of marketable debt securities, available-for-sale	(34,312)	(141,750)	(91,765)
Maturities of marketable debt securities, available for sale	128,188	56,166	65,350
Proceeds from sales of marketable debt and equity securities	33,812	13,763	8,272
Investment in joint venture – an equity method investment	(1,000)	0	0
Net cash provided by (used in) investing activities	27,297	(84,886)	(19,812)
Financing activities:
Proceeds from issuance of related-party promissory notes, net of issuance costs paid	174,125	338,500	63,700
Proceeds from equity offerings, net of discounts and issuance costs	60,427	164,530	86,302
Proceeds from exercises of stock options	74	5,461	1,176
Sale of assets to an entity under common control	0	1,435	0
Net share settlement for RSUs vesting	(616)	(4,064)	(503)
Principal payments of finance leases	(58)	0	0
Payment for contingent consideration	(339)	(419)	0
Net cash provided by financing activities	233,613	505,443	150,675
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	284	48	(25)
Net change in cash, cash equivalents, and restricted cash	(76,315)	146,186	(40,886)
Cash, cash equivalents, and restricted cash, beginning of year	181,280	35,094	75,980
Cash, cash equivalents, and restricted cash, end of year	104,965	181,280	35,094
Reconciliation of cash, cash equivalents, and restricted cash, end of year:
Cash and cash equivalents	104,641	181,101	34,915
Restricted cash (Note 2)	324	179	179
Cash, cash equivalents, and restricted cash, end of year	104,965	181,280	35,094
Supplemental disclosure of cash flow information:
Interest	35,442	2,106	40
Income taxes	2	9	8
Supplemental disclosure of non-cash activities:
Gain on extinguishment of debt with related parties under common control	82,858	0	0
Conversion of related-party convertible note and accrued interest, net of unamortized discount, into equity	51,947	0	0
Initial measurement of warrants issued in connection with the registered direct offering accounted for as liabilities	35,096	0	0
Right-of-use assets obtained in exchange for operating lease liabilities	14,798	23,069	2,394
Property and equipment purchases included in accounts payable, accrued expenses and due to related parties	12,693	11,654	220
Common stock issued pursuant to litigation settlement	10,656	0	0
Right-of-use assets obtained in exchange for finance lease liabilities	199	0	0
Unrealized losses on marketable debt securities, net	(59)	(13)	(17)
Cashless exercise of stock options	0	1,035	1,233
Accrued investment in joint venture	$ 0	$ 1,000	$ 0

Financial Statement Details - Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financial Statement Details [Abstract]
Interest expense on related-party notes payable	$ (47,145)	$ (14,695)	$ (9,033)
Amortization of related-party notes discounts	(16,282)	(62)	0
Other interest expense	(88)	(92)	(41)
Interest expense	$ (63,515)	$ (14,849)	$ (9,074)

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2022	Feb. 24, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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	858
Local Phone Number	633-0300
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	IBRX
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 302.1
Entity Common Stock, Shares Outstanding		435,835,583
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE As noted herein, the information called for by Part III of this Annual Report on Form 10-K is incorporated by reference to specified portions of the registrant’s definitive proxy statement to be filed in conjunction with the registrant’s 2023 Annual Meeting of Stockholders, which is expected to be filed not later than 120 days after the registrant’s fiscal year ended December 31, 2022.
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001326110

Collaboration and License Agreements - License Agreements - Additional Information (Detail) - USD ($)	1 Months Ended			3 Months Ended	12 Months Ended
	Nov. 30, 2021	Sep. 30, 2021	May 31, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jun. 30, 2022
Licensing Agreement [Line Items]
Research and development expense				$ 41,128,000	$ 248,149,000	$ 195,958,000	$ 139,507,000
3M IPC and Access to Advanced Health Institute License Agreement \| License Agreement Terms \| 2022
Licensing Agreement [Line Items]
Periodic license payments	$ 500,000				2,250,000
Annual minimum licensing payment					1,000,000
License maintenance fees								$ 1,750,000
Research and development expense					1,000,000	500,000
Infectious Disease Research Institute
Licensing Agreement [Line Items]
Non-refundable upfront cash payments			$ 2,000,000
Milestone payment, payable amount			$ 2,500,000
Milestone fees					0
Infectious Disease Research Institute \| Sponsored Research Agreement \| Minimum
Licensing Agreement [Line Items]
Annual payment for support of research activities					2,000,000
Infectious Disease Research Institute, Amended and Restated Agreement \| License Agreement Terms
Licensing Agreement [Line Items]
Research and development expense					1,800,000	$ 1,500,000
Non-refundable upfront cash payments		$ 1,500,000
Termination fee					10,000,000
Milestone payment, amount					4,000,000
Infectious Disease Research Institute, Amended and Restated Agreement \| License Agreement Terms \| 2022
Licensing Agreement [Line Items]
License maintenance fees					3,000,000
Infectious Disease Research Institute, Amended and Restated Agreement \| License Agreement Terms \| 2023 through 2030
Licensing Agreement [Line Items]
License maintenance fees					$ 5,500,000

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 240	$ 934	$ 605
Operating expenses:
Research and development (including amounts with related parties)	248,149	195,958	139,507
Selling, general and administrative (including amounts with related parties)	102,708	135,256	71,318
Impairment of intangible assets	681	0	10,660
Total operating expenses	351,538	331,214	221,485
Loss from operations	(351,298)	(330,280)	(220,880)
Other expense, net:
Interest and investment (loss) income, net	(3,090)	(4,100)	2,435
Interest expense (including amounts with related parties)	(63,515)	(14,849)	(9,074)
Loss on equity method investment	(12,107)	(803)	0
Change in fair value of warrant liability	13,460	0	0
Other (expense) income, net (including amounts with related parties)	(736)	193	1,486
Total other expense, net	(65,988)	(19,559)	(5,153)
Loss before income taxes and noncontrolling interests	(417,286)	(349,839)	(226,033)
Income tax (expense) benefit	(34)	(9)	1,846
Net loss	(417,320)	(349,848)	(224,187)
Net loss attributable to noncontrolling interests, net of tax	(753)	(3,058)	(2,336)
Net loss attributable to ImmunityBio common stockholders	$ (416,567)	$ (346,790)	$ (221,851)
Net loss per ImmunityBio common share - basic (in dollars per share)	$ (1.04)	$ (0.89)	$ (0.59)
Net loss per ImmunityBio common share - diluted (in dollars per share)	$ (1.04)	$ (0.89)	$ (0.59)
Weighted-average number of common shares used in computing net loss per share – basic (in shares)	399,900,374	389,234,156	377,067,527
Weighted-average number of common shares used in computing net loss per share – diluted (in shares)	399,900,374	389,234,156	377,067,527

Financial Statement Details - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	$ 212,911	$ 135,937
Less: Accumulated depreciation and amortization	69,252	53,074
Property, plant and equipment, net	143,659	82,863
Leasehold improvements
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	68,710	62,482
Equipment
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	67,945	54,284
Construction in progress
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	72,693	16,575
Software
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	1,657	1,544
Furniture & fixtures
Property Plant And Equipment [Line Items]
Gross property, plant and equipment	$ 1,906	$ 1,052

Employee Benefits	12 Months Ended
Employee Benefits	Dec. 31, 2022
Compensation Related Costs [Abstract]
Employee Benefits	Employee Benefits Defined Contribution Benefit Plan In December 2015, we adopted a 401(k) retirement and savings plan (the 401(k) Plan) covering all employees. The 401(k) Plan allows employees to make pre- and post-tax contributions up to the maximum allowable amount set by the IRS. The company, at its discretion, may make certain contributions to the 401(k) Plan. We made contributions totaling $2.7 million, $1.7 million and $1.1 million to the 401(k) Plan for the years ended December 31, 2022, 2021 and 2020, respectively. Compensated Absences Under our vacation policy, salaried employees are provided unlimited vacation leave. Therefore, we do not record an accrual for paid leave related to these employees since we are unable to reasonably estimate the compensated absences that these employees will take.

Collaboration and License Agreements - Collaboration Agreements - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended					3 Months Ended	12 Months Ended
	Feb. 28, 2022	Nov. 30, 2021	Sep. 30, 2021	May 31, 2021	Jan. 31, 2018	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2017
Research and Development Arrangements with Federal Government [Line Items]
Cash investment in joint venture							$ 1,000	$ 0	$ 0
Loss on equity method investment							12,107	803	0
Other (expense) income, net (including amounts with related parties)						$ 5,789	(65,988)	(19,559)	(5,153)
Research and development (including amounts with related parties)						$ 41,128	248,149	195,958	139,507
Amyris Joint Venture
Research and Development Arrangements with Federal Government [Line Items]
Advances to support operations							$ 0	1,000
Cash investment in joint venture	$ 1,000
Percentage of ownership interest							50.00%
Loss on equity method investment							$ 12,100	800
Other (expense) income, net (including amounts with related parties)							(11,900)
Amyris Joint Venture \| Amyris, Inc.
Research and Development Arrangements with Federal Government [Line Items]
Advances to support operations							1,000
Infectious Disease Research Institute
Research and Development Arrangements with Federal Government [Line Items]
Non-refundable upfront cash payments				$ 2,000
Infectious Disease Research Institute \| Minimum \| Sponsored Research Agreement
Research and Development Arrangements with Federal Government [Line Items]
Annual payment for support of research activities							2,000
Infectious Disease Research Institute, Amended and Restated Agreement \| License Agreement Terms
Research and Development Arrangements with Federal Government [Line Items]
Non-refundable upfront cash payments			$ 1,500
Termination fee							10,000
Milestone payment, amount							4,000
Research and development (including amounts with related parties)							1,800	1,500
Infectious Disease Research Institute, Amended and Restated Agreement \| License Agreement Terms \| 2022
Research and Development Arrangements with Federal Government [Line Items]
License maintenance fees							3,000
Infectious Disease Research Institute, Amended and Restated Agreement \| License Agreement Terms \| 2023 through 2030
Research and Development Arrangements with Federal Government [Line Items]
License maintenance fees							5,500
Viracta \| License Agreement
Research and Development Arrangements with Federal Government [Line Items]
Milestone payment, aggregate maximum										$ 100,000
Viracta \| Minimum \| License Agreement
Research and Development Arrangements with Federal Government [Line Items]
Milestone payment, amount										10,000
Viracta \| Maximum \| License Agreement
Research and Development Arrangements with Federal Government [Line Items]
Milestone payment, amount										$ 25,000
National Cancer Institute (NCI) \| 2015 CRADA
Research and Development Arrangements with Federal Government [Line Items]
Annual payment for support of research activities					$ 600
National Cancer Institute (NCI) \| 2015 CRADA \| Research and Development
Research and Development Arrangements with Federal Government [Line Items]
Payment for support of research activities							$ 1,200	$ 1,100	$ 600
National Cancer Institute (NCI) \| 2015 CRADA, Amendment
Research and Development Arrangements with Federal Government [Line Items]
Annual project funding amount		$ 1,300

Related-Party Debt - Summary of Related-Party Promissory Notes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 12, 2022	Aug. 31, 2022
Related Party Transaction [Line Items]
Outstanding Advances	$ 708,226	$ 576,644
Accrued Interest Added to Note	29,153	30,379
Less: Unamortized Discounts	64,207	1,438
Total	673,172	605,585
Non-convertible Notes
Related Party Transaction [Line Items]
Outstanding Advances	475,000
Accrued Interest Added to Note	0
Less: Unamortized Discounts	43,099
Total	431,901
Convertible Notes
Related Party Transaction [Line Items]
Outstanding Advances	233,226	276,644
Accrued Interest Added to Note	29,153	29,705
Less: Unamortized Discounts	21,108	0
Total	$ 241,271	$ 306,349
Nant Capital
Related Party Transaction [Line Items]
Interest rate with related party	12.59%	5.47%
Nant Capital \| Non-convertible Notes
Related Party Transaction [Line Items]
Outstanding Advances		$ 300,000		$ 300,000
Accrued Interest Added to Note		674
Less: Unamortized Discounts		1,438
Total		$ 299,236
Nant Capital \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest Rate, basis spread on variable rate	8.00%	5.40%
Nant Capital \| Non-convertible Notes
Related Party Transaction [Line Items]
Less: Unamortized Discounts				600
Total				$ 124,400
Nant Capital \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest Rate, basis spread on variable rate	8.00%
Nant Capital \| Non-convertible Notes
Related Party Transaction [Line Items]
Less: Unamortized Discounts			$ 300
Total			$ 49,700
Nant Capital \| Secured Overnight Financing Rate (SOFR)
Related Party Transaction [Line Items]
Interest Rate, basis spread on variable rate	8.00%
Nant Capital
Related Party Transaction [Line Items]
Interest rate with related party	5.00%	5.00%
Nant Capital \| Convertible Notes
Related Party Transaction [Line Items]
Outstanding Advances	$ 55,226	$ 55,226
Accrued Interest Added to Note	9,320	6,141
Less: Unamortized Discounts	5,188	0
Total	$ 59,358	$ 61,367
Nant Capital
Related Party Transaction [Line Items]
Interest rate with related party	6.00%	6.00%
Nant Capital \| Convertible Notes
Related Party Transaction [Line Items]
Outstanding Advances	$ 50,000	$ 50,000
Accrued Interest Added to Note	7,039	3,810
Less: Unamortized Discounts	4,068	0
Total	$ 52,971	$ 53,810
Nant Capital
Related Party Transaction [Line Items]
Interest rate with related party	6.00%	6.00%
Nant Capital \| Convertible Notes
Related Party Transaction [Line Items]
Outstanding Advances	$ 40,000	$ 40,000
Accrued Interest Added to Note	0	0
Less: Unamortized Discounts	2,580	0
Total	$ 37,420	$ 40,000
NantMobile
Related Party Transaction [Line Items]
Interest rate with related party	3.00%	3.00%
NantMobile \| Convertible Notes
Related Party Transaction [Line Items]
Outstanding Advances	$ 55,000	$ 55,000
Accrued Interest Added to Note	5,110	3,359
Less: Unamortized Discounts	5,978	0
Total	$ 54,132	$ 58,359
NantWorks
Related Party Transaction [Line Items]
Interest rate with related party		5.00%
NantWorks \| Convertible Notes
Related Party Transaction [Line Items]
Outstanding Advances		$ 43,418
Accrued Interest Added to Note		10,649
Less: Unamortized Discounts		0
Total		$ 54,067
NCSC
Related Party Transaction [Line Items]
Interest rate with related party	5.00%	5.00%
NCSC \| Convertible Notes
Related Party Transaction [Line Items]
Outstanding Advances	$ 33,000	$ 33,000
Accrued Interest Added to Note	7,684	5,746
Less: Unamortized Discounts	3,294	0
Total	$ 37,390	$ 38,746

Commitment and Contingencies - Contingent Consideration Related to Business Combinations - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
	Apr. 30, 2015	Dec. 31, 2022	Dec. 31, 2021
Altor BioScience Corporation \| Dr. Soon-Shiong and Related Party
Business Acquisition [Line Items]
Contingent value rights payable		$ 139.8
Altor BioScience Corporation \| Contingent Value Rights Payable, Regulatory Milestone
Business Acquisition [Line Items]
Contingent value rights payable		304.0
Altor BioScience Corporation \| Contingent Value Rights Payable, Sales Milestone
Business Acquisition [Line Items]
Contingent value rights payable		304.0
Minimum net sales milestone for contingent value rights payable		1,000.0
Altor BioScience Corporation \| Contingent Value Rights Payable, Sales Milestone \| Altor Stockholders
Business Acquisition [Line Items]
Contingent value rights payable		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		$ 0.3	0.4
Maximum milestone payment due if certain conditions are met			$ 2.1

Income Taxes - Loss Before Taxes, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. loss before income taxes	$ (413,653)	$ (347,226)	$ (223,519)
Foreign loss before income taxes	(3,633)	(2,613)	(2,514)
Loss before income taxes and noncontrolling interests	$ (417,286)	$ (349,839)	$ (226,033)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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-Subparagraph (b)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 32
-Subparagraph (f)
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 25
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-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Lease Arrangements - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease assets	$ 45,788	$ 36,304
Finance lease assets	135	0
Total lease assets	45,923	36,304
Operating lease liabilities	2,650	3,011
Finance lease liabilities	77	0
Operating lease liabilities	47,951	37,068
Finance lease liabilities	64	0
Present value of operating lease liabilities	$ 50,742	$ 40,079
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Investment and other assets (including amounts with related parties)	Investment and 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

Collaboration and License Agreements - Acquisition, Narrative (Details)		1 Months Ended	12 Months Ended
	Feb. 14, 2022 USD ($) ft² employee	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Asset Acquisition [Line Items]
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]			Selling, general and administrative (including amounts with related parties)
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
Total consideration	$ 40,500,000
Cash payment to acquire assets	40,000,000
Transaction costs	500,000
Annual lease payment	$ 2.00
Initial term of lease arrangement	10 years
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
Severance and retention benefits		$ 1,000,000
Dunkirk Facility \| State Of New York
Asset Acquisition [Line Items]
Proceeds from reimbursement of construction expenses			$ 1,100,000
Dunkirk Facility \| State Of New York \| Minimum
Asset Acquisition [Line Items]
Government funding for leasehold buildout			8,000,000
Dunkirk Facility \| State Of New York \| Maximum
Asset Acquisition [Line Items]
Government funding for leasehold buildout			$ 10,000,000

Financial Statement Details - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Financial Statement Details [Abstract]
Prepaid research and development costs	$ 11,704	$ 692
Prepaid services	8,013	6,274
Prepaid insurance	2,282	2,266
Prepaid software license fees	2,195	1,111
Prepaid supplies	2,160	0
Insurance premium financing asset	1,417	2,598
Other	3,732	2,957
Prepaid expenses and other current assets	$ 31,503	$ 15,898

Related-Party Agreements (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Outstanding Balances of Related Party Agreements

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


	As of December 31,
	2022		2021

Due from related party–NantBio, Inc.	$	1,294	$	1,294

Due from related party–Brink Biologics	271		—
Due from related parties–Various	325		39
Total due from related parties	$	1,890	$	1,333

Due to related party–Duley Road, LLC	$	1,431	$	1,380
Due to related party–NantWorks	986		1,113
Due to related party–NantBio, Inc.	943		943

Due to related party–Immuno-Oncology Clinic, Inc.	109		507

Total due to related parties	$	3,469	$	3,943

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Recurring Valuations

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


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

Assets:
Current:
Cash and cash equivalents	$	104,641	(1)	$	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:
Current:
Contingent consideration obligations	$	(19)	(2)	$	—	$	—	$	(19)
Noncurrent:
Warrant liability	(21,636)		(3)	—		—		(21,636)
Total liabilities measured at fair value	$	(21,655)		$	—	$	—	$	(21,655)


	Fair Value Measurements at December 31, 2021
	Total			Level 1		Level 2		Level 3

Assets:
Current:
Cash and cash equivalents	$	181,101	(1)	$	51,421	$	129,680	$	—
Equity securities	6,698			6,698		—		—
Corporate debt securities	129,164			—		129,164		—
Foreign bonds	115			115		—		—
Mutual funds	38			38		—		—
Noncurrent:
Foreign bonds	822			822		—		—
Total assets measured at fair value	$	317,938		$	59,094	$	258,844	$	—
Liabilities:
Contingent consideration	$	(409)	(2)	$	(388)	$	—	$	(21)

_______________


(1)			Amounts shown as a Level 2 measurement include government-sponsored securities of $32.0 million and $75.0 million, corporate debt securities of $8.8 million and $54.2 million, and no commercial paper and $0.5 million of commercial paper, with original maturities of less than 90 days, as of December 31, 2022 and 2021, respectively.

(2)			Contingent consideration is recorded at estimated fair value and revalued each reporting period until the related contingency is resolved. The fair value measurement is based on inputs that are unobservable and significant to the overall fair value measurement (i.e., a Level 3 measurement within the fair value hierarchy) and are reviewed periodically by management. See Note 7, Commitments and Contingencies—Contingent Consideration Related to Business Combinations, for further information.

Changes in the carrying amount of contingent consideration were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

Fair value, beginning of year	$	(409)	$	(972)	$	(1,725)
Consideration paid	339		419		—
Net decrease in fair value	51		144		753
Fair value, end of year	$	(19)	$	(409)	$	(972)


(3)			On December 12, 2022, we issued a total of 9,090,909 warrants for a period of two years with an exercise price of $6.60 per share in connection with a registered direct offering of common stock. See Note 11, Warrant Liability, for further information. The warrants were classified as a liability at its fair value upon the issuance. As of December 31, 2022, all warrants were outstanding. We utilized the Black-Scholes option pricing model to value warrants with the following assumptions:


	Year Ended
	December 31, 2022

Expected term	1.96 years
Expected average volatility	99.4	%
Expected dividend yield	—
Risk-free interest rate	4.4	%

Changes in the carrying amount of warrant liability in connection with the issuance of equity instrument were as follows (in thousands):


	Year Ended
	December 31, 2022

Fair value, at issuance	$	35,096
Net decrease in fair value	(13,460)
Fair value, end of year	$	21,636

Non-Recurring Valuations

Non-financial assets and liabilities are recognized at fair value subsequent to initial recognition when they are deemed to be other-than-temporarily impaired. There were no material non-financial assets and liabilities deemed to be other-than-temporarily impaired and measured at fair value on a non-recurring basis for the years ended December 31, 2022, 2021 and 2020.

We measured the fair value of the fixed-rate promissory notes and variable-rate promissory notes before and after amendments that were entered on August 31, 2022, as they were accounted for under the debt extinguishment accounting model. We used the discounted cash flow analyses for promissory notes without a holder conversion option and used a binomial lattice convertible note model for the fixed-rate promissory notes with a holder conversion option. Since certain of the factors analyzed are considered to be unobservable inputs, both the discounted cash flow model and the lattice model are considered to be a Level 3 valuation. See Note 9, Related-Party Debt, for additional information.

Commitments and Contingencies - Unconditional Purchase Obligations (Details) - cGMP Batches $ in Millions	Dec. 31, 2022 USD ($)
Long-term Purchase Commitment [Line Items]
Non-cancelable purchase commitments, 2023	$ 19.5
Non-cancelable purchase commitments, 2024	$ 5.6

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 362,360	$ 314,612
Section 174 R&E capitalization	50,571	0
Research and development credits	40,954	17,716
Stock-based compensation	20,927	23,116
Interest expense	19,974	8,531
Operating lease liabilities	12,986	10,316
Investments	5,886	3,227
Amortization	3,969	4,407
Accrued compensation	3,398	2,525
Other accrued liabilities	1,640	905
Other	698	2,055
Total deferred tax assets	523,363	387,410
Deferred tax liabilities:
Debt discount	(16,527)	0
Operating lease right-of-use assets	(11,747)	(9,345)
Depreciation	(3,300)	(2,905)
Indefinite-lived intangible assets	(192)	(162)
Total deferred tax liabilities	(31,766)	(12,412)
Net deferred tax assets	491,597	374,998
Valuation allowance	(491,755)	(375,160)
Net deferred tax liability	$ (158)	$ (162)

Related-Party Agreements - Summary of Outstanding Balances of Related-Party Agreements (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Total due from related parties	$ 1,890	$ 1,333
Total due to related parties	3,469	3,943
NantBio, Inc.
Related Party Transaction [Line Items]
Total due from related parties	1,294	1,294
Total due to related parties	943	943
Brink Biologics, Inc.
Related Party Transaction [Line Items]
Total due from related parties	271	0
Various
Related Party Transaction [Line Items]
Total due from related parties	325	39
Duley Road, LLC
Related Party Transaction [Line Items]
Total due to related parties	1,431	1,380
NantWorks
Related Party Transaction [Line Items]
Total due to related parties	986	1,113
Immuno-Oncology Clinic, Inc.
Related Party Transaction [Line Items]
Total due to related parties	$ 109	$ 507

- Definition

The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-SubTopic 10
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765

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-Paragraph 1
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Compensation Related Costs, General (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Compensation Related Costs [Abstract]
Discretionary contributions	$ 2.7	$ 1.7	$ 1.1

Financial Statement Details (Tables)

12 Months Ended

Dec. 31, 2022

Financial Statement Details [Abstract]

Prepaid Expenses and Other Current Assets

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


	As of December 31,
	2022		2021

Prepaid research and development costs	$	11,704	$	692
Prepaid services	8,013		6,274

Prepaid insurance	2,282		2,266
Prepaid software license fees	2,195		1,111
Prepaid supplies	2,160		—
Insurance premium financing asset	1,417		2,598








Other	3,732		2,957
Prepaid expenses and other current assets	$	31,503	$	15,898

Property, Plant and Equipment, Net

Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows:


Buildings						39 years
Software						3 years
Laboratory equipment						5 to 7 years
Furniture & fixtures						5 years
IT equipment						3 years
Leasehold improvements						The lesser of the lease term or life of the asset

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


	As of December 31,
	2022		2021

Leasehold improvements	$	68,710	$	62,482
Equipment	67,945		54,284
Construction in progress	72,693		16,575
Software	1,657		1,544
Furniture & fixtures	1,906		1,052
Gross property, plant and equipment	212,911		135,937
Less: Accumulated depreciation and amortization	69,252		53,074
Property, plant and equipment, net	$	143,659	$	82,863

Intangible Assets, Net

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


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

Favorable leasehold rights	9.1	$	20,398	$	(1,785)	$	—	$	18,613
Organized workforce		831		(150)		(681)		—
Total definite-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

Accrued Expenses and Other Liabilities

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


	As of December 31,
	2022		2021

Accrued bonus	$	12,068	$	8,316
Accrued construction costs	7,072		8,145
Accrued professional and service fees	6,685		6,909
Accrued compensation	6,040		5,613
Accrued preclinical and clinical trial costs	4,985		5,842
Accrued research and development costs	1,930		2,107
Financing obligation – current portion	1,417		2,598

Accrued laboratory equipment, supplies and related services	303		2,144
Accrued dissenting shares (Note 7)	—		7,118
Other	1,325		2,595
Accrued expenses and other liabilities	$	41,825	$	51,387

Interest and Investment (Loss) Income, Net

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


	Year Ended December 31,
	2022		2021		2020

Unrealized (losses) gains from equity securities	$	(4,190)	$	(4,615)	$	1,577
Interest income	2,708		836		1,725
Investment (amortization expense) accretion income, net	(1,486)		(488)		(858)
Net realized (losses) gains on investments	(122)		167		(9)
Interest and investment (loss) income, net	$	(3,090)	$	(4,100)	$	2,435

Interest expense

Interest expense consists of the following (in thousands):


	Year Ended December 31,
	2022		2021		2020

Interest expense on related-party notes payable	$	(47,145)	$	(14,695)	$	(9,033)
Amortization of related-party notes discounts	(16,282)		(62)		—
Other interest expense	(88)		(92)		(41)
Interest expense	$	(63,515)	$	(14,849)	$	(9,074)

Summary of Significant Accounting Policies - Additional Information (Detail)		1 Months Ended	3 Months Ended	12 Months Ended
	Mar. 09, 2021	Sep. 30, 2021 option	Mar. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Feb. 14, 2022
Accounting Policies [Line Items]
Accumulated deficit				$ 2,378,488,000	$ 1,961,921,000
Net cash used in operating activities				(337,509,000)	(274,419,000)	$ (171,724,000)
Other than temporary impairment losses				0	0	0
Revenue			$ 139,000	240,000	934,000	605,000
Operating expenses				351,538,000	331,214,000	$ 221,485,000
Assets				362,356,000	468,910,000
Liabilities				$ 812,176,000	$ 712,823,000
Number of operating segments \| segment				1
Number of reportable segments \| segment				1
Dunkirk Facility
Accounting Policies [Line Items]
Initial term of lease arrangement							10 years
Dunkirk Facility \| Organized workforce
Accounting Policies [Line Items]
Write off of remaining unamortized organized workforce intangible assets				$ 700,000
GlobeImmune, Inc.
Accounting Policies [Line Items]
Percentage of ownership interest by parent				69.10%	69.10%	69.10%
NANTibody, LLC
Accounting Policies [Line Items]
Percentage of ownership interest by parent				60.00%	60.00%	60.00%
NantCell
Accounting Policies [Line Items]
Merger exchange ratio	0.8190
557 South Douglas Street
Accounting Policies [Line Items]
Optional extended lease term		7 years
Nant Capital \| 557 South Douglas Street
Accounting Policies [Line Items]
Initial term of lease arrangement		7 years
Options to extend number of terms \| option		2
Optional extended lease term		7 years
Maximum
Accounting Policies [Line Items]
Initial term of lease arrangement				10 years
Minimum
Accounting Policies [Line Items]
Initial term of lease arrangement				2 years
ATM Offering Program
Accounting Policies [Line Items]
Available for future stock issuance				$ 225,400,000
License Agreement
Accounting Policies [Line Items]
Revenue				0
GlobeImmune, Inc.
Accounting Policies [Line Items]
Promissory note agreement				$ 6,000,000
Interest rate with related party				5.00%
Advances to support operations				$ 0	$ 0
Operating expenses				500,000	700,000	$ 2,000,000
Assets				1,400,000	800,000
Liabilities				$ 0	$ 0

Financial Instruments - Accumulated Unrealized Losses on Debt Securities Classified as Available-for-Sale in Continuous Loss Position (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Available For Sale Securities [Line Items]
Less than 12 months, Estimated Fair Value	$ 0	$ 86,273,000
Less than 12 months, Gross Unrealized Losses	0	(37,000)
More than 12 months, Estimated Fair Value	876,000	147,000
More than 12 months, Gross Unrealized Losses	(94,000)	(3,000)
Other than temporary impairment losses	0	0	$ 0
Corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Less than 12 months, Estimated Fair Value		86,158,000
Less than 12 months, Gross Unrealized Losses		(36,000)
More than 12 months, Estimated Fair Value		0
More than 12 months, Gross Unrealized Losses		0
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	36,000	34,000
More than 12 months, Gross Unrealized Losses	(2,000)	(2,000)
Foreign bonds
Schedule Of Available For Sale Securities [Line Items]
Less than 12 months, Estimated Fair Value	0	115,000
Less than 12 months, Gross Unrealized Losses	0	(1,000)
More than 12 months, Estimated Fair Value	840,000	113,000
More than 12 months, Gross Unrealized Losses	(92,000)	(1,000)
Debt Securities
Schedule Of Available For Sale Securities [Line Items]
Other than temporary impairment losses	$ 0	$ 0	$ 0

Consolidated Statements of Stockholders' Deficit Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
At-the-Market
Stock issuance costs	$ 302	$ 4,674
Registered Direct Offering
Stock issuance costs	$ 1,897

Related-Party Debt - Estimated Material Contractual Obligations Related to Related-Party Promissory Notes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Nant Capital
Related Party Transaction [Line Items]
Interest rate with related party	12.59%	5.47%
Affiliated Entity \| Related Party Notes
Related Party Transaction [Line Items]
2023	$ 537,022
2024	2,407
2025	294,276
Total principal and estimated interest due on related-party debt	833,705
Affiliated Entity \| Principal Payments \| Convertible Notes
Related Party Transaction [Line Items]
2023	0
2024	0
2025	233,226
Total principal and estimated interest due on related-party debt	233,226
Affiliated Entity \| Principal Payments \| Non-convertible Notes
Related Party Transaction [Line Items]
2023	475,000
2024	0
2025	0
Total principal and estimated interest due on related-party debt	475,000
Affiliated Entity \| Interest Payments \| Convertible Notes
Related Party Transaction [Line Items]
2023	2,400
2024	2,407
2025	61,050
Total principal and estimated interest due on related-party debt	65,857
Affiliated Entity \| Interest Payments \| Non-convertible Notes
Related Party Transaction [Line Items]
2023	59,622
2024	0
2025	0
Total principal and estimated interest due on related-party debt	$ 59,622

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Estimated Useful Lives of Property, Plant and Equipment

Depreciation of property, plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows:


Buildings						39 years
Software						3 years
Laboratory equipment						5 to 7 years
Furniture & fixtures						5 years
IT equipment						3 years
Leasehold improvements						The lesser of the lease term or life of the asset

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


	As of December 31,
	2022		2021

Leasehold improvements	$	68,710	$	62,482
Equipment	67,945		54,284
Construction in progress	72,693		16,575
Software	1,657		1,544
Furniture & fixtures	1,906		1,052
Gross property, plant and equipment	212,911		135,937
Less: Accumulated depreciation and amortization	69,252		53,074
Property, plant and equipment, net	$	143,659	$	82,863

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 December 31,
	2022	2021	2020

Outstanding stock options	9,262,926	4,124,930	4,996,284
Outstanding third-party warrants	9,090,909	—	—
Outstanding RSUs	6,551,388	6,515,889	466,842
Outstanding related-party warrants	1,638,000	1,638,000	1,638,000
Total	26,543,223	12,278,819	7,101,126

Schedule of Revenue by Geographic Region

We generate a portion of our revenues from outside of the U.S. Information about our revenues by geographic region is as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

United States	$	42	$	373	$	513
Europe	198		561		92
Total segment revenue	$	240	$	934	$	605

Stock-Based Compensation - Stock Option Activity and Related Information under Equity Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 23, 2022	Dec. 31, 2022	Dec. 31, 2021
Number of Options
Outstanding, beginning balance (in shares)		4,124,930
Granted (in shares)	4,728,634	5,736,256
Exercised (in shares)		(14,767)
Expired/forfeited (in shares)		(583,493)
Outstanding, ending balance (in shares)		9,262,926	4,124,930
Vested and exercisable (in shares)		3,445,499	3,038,322
Weighted-Average Exercise Price
Outstanding, beginning balance (in dollars per share)		$ 15.62
Granted (in dollars per share)	$ 5.83	5.33
Exercised (in dollars per share)		5.07
Expired/forfeited (in dollars per share)		5.91
Outstanding, ending balance (in dollars per share)		9.87	$ 15.62
Vested and exercisable (in dollars per share)		$ 14.75
Aggregate Intrinsic Value
Oustanding		$ 4,848	$ 4,178
Vested and exercisable		$ 2,742
Weighted- Average Remaining Contractual Life (in years)
Outstanding		7 years 2 months 12 days	5 years 3 months 18 days
Vested and exercisable		3 years 9 months 18 days

Financial Statement Details - Accrued Expenses and Other Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Financial Statement Details [Abstract]
Accrued bonus	$ 12,068	$ 8,316
Accrued construction costs	7,072	8,145
Accrued professional and service fees	6,685	6,909
Accrued compensation	6,040	5,613
Accrued preclinical and clinical trial costs	4,985	5,842
Accrued research and development costs	1,930	2,107
Financing obligation – current portion	1,417	2,598
Accrued laboratory equipment, supplies and related services	303	2,144
Accrued dissenting shares (Note 7)	0	7,118
Other	1,325	2,595
Accrued expenses and other liabilities	$ 41,825	$ 51,387

Research and Development (Tables)

12 Months Ended

Dec. 31, 2022

Research and Development [Abstract]

Asset Acquisition

The following table summarizes the fair value of assets acquired as of the acquisition date (in thousands):


Construction in progress	$	10,043
Leasehold improvements	6,253
Definite-lived intangible assets (1)	21,229
Other depreciable assets and prepaid expenses	2,983
Total consideration	$	40,508

_______________

(1)Definite-lived intangible assets consist of favorable leasehold rights totaling $20.4 million and organized workforce totaling $0.8 million as of the acquisition date.

Lease Arrangements - Additional Information (Detail)	1 Months Ended	12 Months Ended
Lease Arrangements - Additional Information (Detail)	Apr. 30, 2022 USD ($) ft² Term	Dec. 31, 2022 USD ($)
Lessee Lease Description [Line Items]
Operating lease payments related to options to extend lease terms		$ 14,800,000
Tenant improvement allowance		$ 2,941,000
3530 John Hopkins Court Facility
Lessee Lease Description [Line Items]
Optional extended lease term	5 years
Number of square foot of facility leased \| ft²	44,681
Number of renewal options \| Term	1
Base rent - monthly	$ 323,937
Annual rent increase, as a percent	3.00%
Rent abatement period	7 months
Tenant improvement allowance	$ 700,000
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

Related-Party Agreements

12 Months Ended

Dec. 31, 2022

Related Party Agreements

Related-Party Debt

$125.0 million Variable-Rate Promissory Note

$300.0 million Variable-Rate Promissory Note

Fixed-Rate Convertible Promissory Notes

$50.0 million Variable-Rate Promissory Note

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


	Balances at December 31, 2022
	Maturity Year	Interest Rate	Outstanding Advances		Accrued Interest Added to Note		Less: Unamortized Discounts		Total





Related-Party Notes:
Nant Capital (1)	2023	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, LLC	2025	3.0%	55,000		5,110		5,978		54,132
NantCancerStemCell, LLC	2025	5.0%	33,000		7,684		3,294		37,390
Total related-party convertible notes			233,226		29,153		21,108		241,271
Total related-party debt			$	708,226	$	29,153	$	64,207	$	673,172

_______________


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

Conversion of Fixed-Rate Promissory Note due 2025


	Balances at December 31, 2021
	Maturity Year	Interest Rate	Outstanding Advances		Accrued Interest Added to Note		Less: Unamortized Debt Issuance Costs		Total

Related-Party Note:
Nant Capital (1)	2022	Term SOFR + 5.4%	$	300,000	$	674	$	1,438	$	299,236

Related-Party Convertible Notes:
Nant Capital	2025	5.0%	55,226		6,141		—		61,367
Nant Capital	2025	6.0%	50,000		3,810		—		53,810
Nant Capital	2025	6.0%	40,000		—		—		40,000
NantMobile	2025	3.0%	55,000		3,359		—		58,359
NantWorks	2025	5.0%	43,418		10,649		—		54,067
NCSC	2025	5.0%	33,000		5,746		—		38,746
Total related-party convertible notes			276,644		29,705		—		306,349

Total related-party debt			$	576,644	$	30,379	$	1,438	$	605,585

_______________


(1)			The interest rate on our related-party variable-rate note as of December 31, 2021 was 5.47%.

The following table summarizes the estimated future contractual obligations for our related-party debt as of December 31, 2022 (in thousands):


	Principal Payments				Interest Payments (1)
	Convertible Notes		Non-convertible Notes		Convertible Notes		Non-convertible Notes		Total

2023	$	—	$	475,000	$	2,400	$	59,622	$	537,022
2024	—		—		2,407		—		2,407
2025	233,226		—		61,050		—		294,276
Total principal and estimated interest due on related-party debt	$	233,226	$	475,000	$	65,857	$	59,622	$	833,705

_______________

(1)

Related-Party Agreements


	As of December 31,
	2022		2021

Due from related party–NantBio, Inc.	$	1,294	$	1,294

Due from related party–Brink Biologics	271		—
Due from related parties–Various	325		39
Total due from related parties	$	1,890	$	1,333

Due to related party–Duley Road, LLC	$	1,431	$	1,380
Due to related party–NantWorks	986		1,113
Due to related party–NantBio, Inc.	943		943

Due to related party–Immuno-Oncology Clinic, Inc.	109		507

Total due to related parties	$	3,469	$	3,943

NantWorks

Shared Services Agreement

Facility License Agreement

Immuno-Oncology Clinic, Inc.

Brink Biologics, Inc.

NantBio, Inc.

605 Doug St, LLC

Duley Road, LLC

605 Nash, LLC

557 Doug St, LLC

420 Nash, LLC

23 Alaska, LLC

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Firm ID	42
Auditor Name	Ernst & Young LLP
Auditor Location	Los Angeles, California

Lease Arrangements - Schedule of Cash Paid for Amounts Included in Measurement of Lease Liabilities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash Flow Operating Activities Lessee [Abstract]
Cash paid for operating leases (excluding variable lease costs)	$ 10,241	$ 9,034
Financing cash flow from finance leases	58	0	$ 0
Operating cash flow from finance leases	$ 15	$ 0

Stockholders' Deficit - Additional Information (Detail)				1 Months Ended	12 Months Ended			96 Months Ended
Stockholders' Deficit - Additional Information (Detail)	Dec. 12, 2022 USD ($) $ / shares shares	Apr. 30, 2021 USD ($)	Mar. 09, 2021 $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Aug. 31, 2022 $ / shares	Feb. 01, 2022 $ / shares shares
Class Of Stock [Line Items]
Common stock, shares authorized (in shares) \| shares				900,000,000	900,000,000	500,000,000		900,000,000		900,000,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares authorized (in shares) \| shares				20,000,000	20,000,000			20,000,000
Preferred stock, par value (in dollars per share) \| $ / shares				$ 0.0001	$ 0.0001			$ 0.0001
Common stock, shares issued (in shares) \| shares				421,569,115	421,569,115	397,830,044		421,569,115
Common stock, shares outstanding (in shares) \| shares				421,569,115	421,569,115	397,830,044		421,569,115
Treasury stock, shares outstanding (in shares) \| shares				163,800	163,800	163,800		163,800
Proceeds from equity offerings, net of discounts and issuance costs					$ 60,427,000	$ 164,530,000	$ 86,302,000
Issuance of shares under ATM (in shares) \| shares					2,051,894	13,295,817
Number of warrants outstanding (in shares) \| shares				9,090,909	9,090,909			9,090,909
Sale of stock issued in transaction (in dollars per share) \| $ / shares							$ 9.50
Conversion of related-party convertible note and accrued interest, net of unamortized discount, into equity					$ 51,947,000	$ 0	$ 0
Debt discount				$ 64,207,000	64,207,000	1,438,000		$ 64,207,000
Convertible Notes
Class Of Stock [Line Items]
Debt discount				21,108,000	21,108,000	0		21,108,000
Convertible Notes \| Nant Capital, NantWorks, LLC, NantCancerStemCell, LLC, and NantMobile, LLC
Class Of Stock [Line Items]
Conversion price (in dollars per share) \| $ / shares									$ 5.67
Additional paid in capital				51,900,000	51,900,000			51,900,000
Convertible Notes \| NantWorks, LLC
Class Of Stock [Line Items]
Conversion of related-party convertible note and accrued interest, net of unamortized discount, into equity	$ 56,600,000
Debt discount	$ 4,700,000
Conversion of convertible notes (in shares) \| shares	9,986,920
Conversion price (in dollars per share) \| $ / shares	$ 5.67
Additional paid in capital				51,900,000	51,900,000			51,900,000
Third-party warrants
Class Of Stock [Line Items]
Exercise price of warrants (in dollars per share) \| $ / shares	$ 6.60
Public Stock Offering
Class Of Stock [Line Items]
Sale of stock issued in transaction (in shares) \| shares							8,521,500
Sales of stock issued in transaction							$ 90,700,000
Stock issuance costs							$ 4,373,000
Public Stock Offering - Shares Issued to the Public
Class Of Stock [Line Items]
Sale of stock issued in transaction (in shares) \| shares							4,811,500
Public Stock Offering - Shares Issued to Executive
Class Of Stock [Line Items]
Sale of stock issued in transaction (in shares) \| shares							3,710,000
Sale of stock issued in transaction (in dollars per share) \| $ / shares							$ 12.12
Over-Allotment Option
Class Of Stock [Line Items]
Sale of stock issued in transaction (in shares) \| shares							1,111,500
Registered Direct Offering
Class Of Stock [Line Items]
Sale of stock issued in transaction (in shares) \| shares	9,090,909
Number of warrants outstanding (in shares) \| shares	9,090,909
Sale of stock issued in transaction (in dollars per share) \| $ / shares	$ 5.50
Sales of stock issued in transaction					47,000,000
Placement agent fees and other offering costs	$ 3,000,000
Stock issuance costs					1,897,000
ATM Offering Program
Class Of Stock [Line Items]
Available for future stock issuance				225,400,000	225,400,000			225,400,000
Proceeds from equity offerings, net of discounts and issuance costs					13,100,000	$ 164,500,000
ATM Offering Program \| Maximum
Class Of Stock [Line Items]
Maximum aggregate offering price		$ 500,000,000
Reduction to maximum aggregate offering price				92,000,000
Percentage of sales agent commission		3.00%
2015 Share Repurchase Plan
Class Of Stock [Line Items]
Stock repurchase program, authorized amount				50,000,000	$ 50,000,000			$ 50,000,000
Repurchase of common stock, shares (in shares) \| shares					0	0	0	6,403,489
Repurchase of common stock, value								$ 31,700,000
Remaining authorized repurchase amount				$ 18,300,000	$ 18,300,000			$ 18,300,000
NantCell
Class Of Stock [Line Items]
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001
Merger exchange ratio			0.8190
Shares issued (in shares) \| shares			273,700,000

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

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 December 31, 2022
	Total			Level 1		Level 2		Level 3

Assets:
Current:
Cash and cash equivalents	$	104,641	(1)	$	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:
Current:
Contingent consideration obligations	$	(19)	(2)	$	—	$	—	$	(19)
Noncurrent:
Warrant liability	(21,636)		(3)	—		—		(21,636)
Total liabilities measured at fair value	$	(21,655)		$	—	$	—	$	(21,655)


	Fair Value Measurements at December 31, 2021
	Total			Level 1		Level 2		Level 3

Assets:
Current:
Cash and cash equivalents	$	181,101	(1)	$	51,421	$	129,680	$	—
Equity securities	6,698			6,698		—		—
Corporate debt securities	129,164			—		129,164		—
Foreign bonds	115			115		—		—
Mutual funds	38			38		—		—
Noncurrent:
Foreign bonds	822			822		—		—
Total assets measured at fair value	$	317,938		$	59,094	$	258,844	$	—
Liabilities:
Contingent consideration	$	(409)	(2)	$	(388)	$	—	$	(21)

_______________


(1)			Amounts shown as a Level 2 measurement include government-sponsored securities of $32.0 million and $75.0 million, corporate debt securities of $8.8 million and $54.2 million, and no commercial paper and $0.5 million of commercial paper, with original maturities of less than 90 days, as of December 31, 2022 and 2021, respectively.

(2)			Contingent consideration is recorded at estimated fair value and revalued each reporting period until the related contingency is resolved. The fair value measurement is based on inputs that are unobservable and significant to the overall fair value measurement (i.e., a Level 3 measurement within the fair value hierarchy) and are reviewed periodically by management. See Note 7, Commitments and Contingencies—Contingent Consideration Related to Business Combinations, for further information.

Changes in the carrying amount of contingent consideration were as follows (in thousands):


	Year Ended December 31,
	2022		2021		2020

Fair value, beginning of year	$	(409)	$	(972)	$	(1,725)
Consideration paid	339		419		—
Net decrease in fair value	51		144		753
Fair value, end of year	$	(19)	$	(409)	$	(972)


(3)			On December 12, 2022, we issued a total of 9,090,909 warrants for a period of two years with an exercise price of $6.60 per share in connection with a registered direct offering of common stock. See Note 11, Warrant Liability, for further information. The warrants were classified as a liability at its fair value upon the issuance. As of December 31, 2022, all warrants were outstanding. We utilized the Black-Scholes option pricing model to value warrants with the following assumptions:


	Year Ended
	December 31, 2022

Expected term	1.96 years
Expected average volatility	99.4	%
Expected dividend yield	—
Risk-free interest rate	4.4	%

Summary of Changes in Carrying Amount of Contingent Consideration

Changes in the carrying amount of warrant liability in connection with the issuance of equity instrument were as follows (in thousands):


	Year Ended
	December 31, 2022

Fair value, at issuance	$	35,096
Net decrease in fair value	(13,460)
Fair value, end of year	$	21,636

Lease Arrangements - Summary of Information Regarding Leases (Detail)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted-average remaining lease term, Operating leases	6 years 7 months 6 days	7 years 9 months 18 days
Weighted-average remaining lease term, Finance leases	1 year 9 months 18 days
Weighted-average discount rate, Operating leases	10.50%	9.60%
Weighted-average discount rate, Finance leases	11.70%

Financial Statement Details - Convertible Note Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2016
Financial Statement Details [Line Items]
Convertible note receivable	$ 6,629	$ 6,379
Interest receivable	$ 1,600	$ 1,400
Riptide Bioscience, Inc.
Financial Statement Details [Line Items]
Convertible note receivable			$ 5,000
Interest rate	5.00%
Milestone payment, payable amount	$ 47,000
Riptide Bioscience, Inc. \| Maximum
Financial Statement Details [Line Items]
Milestone payment, amount	$ 100,000

Warrant Liability	12 Months Ended
Warrant Liability	Dec. 31, 2022
Equity [Abstract]
Warrant Liability	Warrant Liability 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 offers purchase of up to 9,090,909 shares at an exercise price of $6.60 per share. The warrants are accounted for in accordance with ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, such warrant must be recorded as a liability. The warrant agreement contains a provision that in the event of a “fundamental transaction” (as defined in the warrant agreement), in certain circumstances the holder of warrants may choose to require the company, or its successor, to redeem the warrants for cash at a value based on the Black-Scholes option pricing model obtained from the Bloomberg Financial Markets with inputs as defined in the warrant agreement. We determined that the defined input in the warrant agreement for the exercise price per share in the Black-Scholes option pricing model will result in a settlement value which may not be considered a fair value, and therefore the warrants do not meet the criteria for equity treatment. We classified the warrants as a liability at their fair value determined using the Black-Scholes option pricing model, and the warrants were allocated a portion of the proceeds from the issuance of the common stock equal to $35.1 million on the date of the transaction. The $1.1 million of transaction costs allocated to the warrant liability was recognized in other expense, net, on the consolidated statement of operations for the year ended December 31, 2022. The warrant liability is subject to remeasurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in other expense, net, on the consolidated statement of operations. As of December 31, 2022, there were 9,090,909 third-party warrants outstanding, with a fair value of $21.6 million.

Summary of Significant Accounting Policies - Revenue by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue	$ 139	$ 240	$ 934	$ 605
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue		42	373	513
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue		$ 198	$ 561	$ 92

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 22: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Stock-Based Compensation - RSU Activity under Equity Plans (Detail) - RSUs	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Number of Units
Nonvested, beginning balance (in units) \| shares	6,515,889
Granted (in units) \| shares	1,772,562
Vested (in units) \| shares	(521,296)
Forfeited/canceled (in units) \| shares	(1,215,767)
Nonvested, ending balance (in units) \| shares	6,551,388
Weighted- Average Grant Date Fair Value
Nonvested, beginning balance (in dollars per share) \| $ / shares	$ 21.88
Granted (in dollars per share) \| $ / shares	4.29
Vested (in dollars per share) \| $ / shares	17.32
Forfeited/canceled (in dollars per share) \| $ / shares	17.60
Nonvested, ending balance (in dollars per share) \| $ / shares	$ 18.27

Description of Business (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Impact of Change in Reporting Entity on Unaudited Consolidated Statements of Operations


	Three Months Ended March 31, 2021
	(Unaudited)
	NantCell		NantKwest		Intercompany Eliminations		ImmunityBio, Inc.

Revenue	$	183	$	—	$	(44)	$	139
Operating expenses:
Research and development (including amounts with related parties)	21,509		19,725		(106)		41,128
Selling, general and administrative (including amounts with related parties)	24,382		20,903		(10)		45,275
Loss from operations	(45,708)		(40,628)		72		(86,264)
Other (expense) income, net (including amounts with related parties)	(848)		6,637		—		5,789
Income tax expense	—		(6)		—		(6)
Net loss	$	(46,556)	$	(33,997)	$	72	$	(80,481)


	Year ended December 31, 2020
	(Unaudited)
	NantCell		NantKwest		Intercompany Eliminations		ImmunityBio, Inc.

Revenue	$	1,695	$	111	$	(1,201)	$	605
Operating expenses:
Research and development (including amounts with related parties)	75,763		64,483		(739)		139,507
Selling, general and administrative (including amounts with related parties)	44,099		27,254		(35)		71,318
Impairment of intangible assets	10,660		—		—		10,660
Loss from operations	(128,827)		(91,626)		(427)		(220,880)
Other (expense) income, net (including amounts with related parties)	(4,401)		(752)		—		(5,153)
Income tax benefit (expense)	1,851		(5)		—		1,846
Net loss	$	(131,377)	$	(92,383)	$	(427)	$	(224,187)

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Feb. 01, 2022	Dec. 31, 2021	Mar. 09, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	900,000,000	900,000,000	500,000,000
Common stock, shares issued (in shares)	421,569,115		397,830,044
Common stock, shares outstanding (in shares)	421,569,115		397,830,044
Treasury stock, shares outstanding (in shares)	163,800		163,800

Lease Arrangements - Summary of Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Leases
2023	$ 9,539
2024	12,118
2025	12,145
2026	10,289
2027	8,209
Thereafter	23,247
Total future minimum lease payments	75,547
Less: Interest	22,005
Less: Tenant improvement allowance receivable	2,941
Present value of operating lease liabilities	50,601
Finance Leases
2023	88
2024	66
2025	0
2026	0
2027	0
Thereafter	0
Total future minimum lease payments	154
Less: Interest	13
Less: Tenant improvement allowance receivable	0
Present value of operating lease liabilities	141
Total
2023	9,627
2024	12,184
2025	12,145
2026	10,289
2027	8,209
Thereafter	23,247
Total future minimum lease payments	75,701
Less: Interest	22,018
Less: Tenant improvement allowance receivable	2,941
Present value of operating lease liabilities	$ 50,742	$ 40,079

Financial Statement Details - Interest and Investment (Loss) Income, Net (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Financial Statement Details [Abstract]
Unrealized (losses) gains from equity securities	$ (4,190)	$ (4,615)	$ 1,577
Interest income	2,708	836	1,725
Investment (amortization expense) accretion income, net	(1,486)	(488)	(858)
Net realized (losses) gains on investments	(122)	167	(9)
Interest and investment (loss) income, net	$ (3,090)	$ (4,100)	$ 2,435

Summary of Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Buildings
Property Plant And Equipment [Line Items]
Useful life	39 years
Software
Property Plant And Equipment [Line Items]
Useful life	3 years
Laboratory equipment \| Minimum
Property Plant And Equipment [Line Items]
Useful life	5 years
Laboratory equipment \| Maximum
Property Plant And Equipment [Line Items]
Useful life	7 years
Furniture & fixtures
Property Plant And Equipment [Line Items]
Useful life	5 years
IT equipment
Property Plant And Equipment [Line Items]
Useful life	3 years

Financial Instruments - Summary of Available-for-Sale Marketable Debt Securities (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	$ 970	$ 130,060
Gross Unrealized Gains	0	116
Gross Unrealized Losses	(94)	(37)
Fair Value	876	130,139
Current Assets
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost		129,341
Gross Unrealized Gains		13
Gross Unrealized Losses		(37)
Fair Value		129,317
Current Assets \| Corporate debt securities
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost		129,190
Gross Unrealized Gains		10
Gross Unrealized Losses		(36)
Fair Value		129,164
Current Assets \| Foreign bonds
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost		116
Gross Unrealized Gains		0
Gross Unrealized Losses		(1)
Fair Value		115
Current Assets \| Mutual funds
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	38	35
Gross Unrealized Gains	0	3
Gross Unrealized Losses	(2)	0
Fair Value	$ 36	38
Noncurrent Assets
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost		719
Gross Unrealized Gains		103
Gross Unrealized Losses		0
Fair Value		822
Noncurrent Assets \| Foreign bonds
Schedule Of Available For Sale Securities [Line Items]
Weighted- Average Remaining Contractual Life (in years)	4 years 6 months
Amortized Cost	$ 932	719
Gross Unrealized Gains	0	103
Gross Unrealized Losses	(92)	0
Fair Value	$ 840	$ 822