Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Entity Central Index Key | 0001846253 |
Entity Registrant Name | OMNIAB, INC. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Description | AMENDMENT NO. 2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Prepaid expenses | $ 1,125,000 | $ 785,000 | |
Accounts receivable, net | 4,722,000 | 21,136,000 | $ 15,875,000 |
Transaction costs | 5,931,000 | 0 | |
Other current assets | 1,237,000 | 1,406,000 | 774,000 |
Total current assets | 13,015,000 | 22,542,000 | 16,649,000 |
Deferred income taxes, net | 902,000 | 0 | |
Intangible assets, net | 166,274,000 | 176,321,000 | 186,644,000 |
Goodwill | 83,979,000 | 83,979,000 | 83,979,000 |
Property and equipment, net | 19,375,000 | 6,795,000 | 3,480,000 |
Operating lease assets | 21,456,000 | 13,332,000 | 2,499,000 |
Other assets | 1,449,000 | 1,496,000 | 2,129,000 |
Total assets | 306,450,000 | 304,465,000 | 295,380,000 |
Current liabilities: | |||
Accounts payable | 6,275,000 | 2,924,000 | 469,000 |
Accrued liabilities | 4,092,000 | 3,746,000 | 3,956,000 |
Current portion of contingent liabilities | 1,693,000 | 2,538,000 | 2,115,000 |
Current portion of deferred revenue | 9,202,000 | 10,790,000 | 7,157,000 |
Current portion of operating lease liabilities | 1,530,000 | 578,000 | 579,000 |
Current portion of finance lease liabilities | 1,000 | 1,000 | 1,000 |
Total current liabilities | 22,793,000 | 20,577,000 | 14,277,000 |
Long-term contingent liabilities | 4,119,000 | 4,826,000 | 5,089,000 |
Deferred income taxes, net | 16,021,000 | 21,962,000 | 28,925,000 |
Long-term operating lease liabilities | 25,016,000 | 13,272,000 | 2,012,000 |
Long-term portion of deferred revenue | 5,493,000 | 9,226,000 | 8,232,000 |
Other long-term liabilities | 298,000 | 295,000 | 1,308,000 |
Total liabilities | 73,740,000 | 70,158,000 | 59,843,000 |
Commitments and Contingencies | |||
Shareholders' Deficit | |||
Total Shareholders' Deficit | 232,710,000 | 234,307,000 | 235,537,000 |
Total liabilities and parent company net investment | 306,450,000 | 304,465,000 | $ 295,380,000 |
Previously Reported [Member] | |||
Current assets: | |||
Other current assets | 621,000 | ||
Avista Public Acquisition Corp. II [Member] | |||
Current assets: | |||
Cash | 19,847 | 189,971 | |
Prepaid expenses | 404,021 | 744,542 | |
Total current assets | 423,868 | 934,513 | |
Investments held in Trust Account | 237,188,875 | 235,750,000 | |
Total assets | 237,612,743 | 236,684,513 | |
Current liabilities: | |||
Accounts payable | 6,302,429 | 15,440 | |
Accrued expenses | 1,217,031 | 107,734 | |
Accrued offering costs | 314,154 | 314,153 | |
Convertible promissory note | 750,000 | 0 | |
Due to related party | 88,294 | 884 | |
Derivative - Forward Purchase and Backstop Securities | 1,595,500 | 0 | |
Total current liabilities | 10,267,408 | 438,211 | |
Deferred underwriting fee payable | 4,025,000 | 8,050,000 | |
Total liabilities | 14,292,408 | 8,488,211 | |
Commitments and Contingencies | |||
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 23,000,000 shares at redemption value | 237,188,875 | 235,750,000 | |
Shareholders' Deficit | |||
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 | |
Accumulated deficit | (13,869,115) | (7,554,273) | |
Total Shareholders' Deficit | (13,868,540) | (7,553,698) | |
Total liabilities and parent company net investment | 237,612,743 | 236,684,513 | |
Common Class A [Member] | Avista Public Acquisition Corp. II [Member] | |||
Shareholders' Deficit | |||
Common Stock | 0 | 0 | |
Class A Common Stock Subject to Redemption | Avista Public Acquisition Corp. II [Member] | |||
Current liabilities: | |||
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 23,000,000 shares at redemption value | 235,750,000 | ||
Common Class B [Member] | Avista Public Acquisition Corp. II [Member] | |||
Shareholders' Deficit | |||
Common Stock | $ 575 | $ 575 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - Avista Public Acquisition Corp. II [Member] - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 23,000,000 | 23,000,000 |
Common shares, shares outstanding | 23,000,000 | |
Class A common stock par value subject to possible redemption | $ 23,000,000 | |
Class A Common Stock Subject to Redemption | ||
Class A common stock par value subject to possible redemption | $ 0.0001 | $ 0.0001 |
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 |
Class A Common Stock Not Subject to Redemption | ||
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Common Class B [Member] | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 50,000,000 | 50,000,000 |
Common shares, shares issued | 5,750,000 | 5,750,000 |
Common shares, shares outstanding | 5,750,000 | 5,750,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||||||||
Revenues | $ 6,910,000 | $ 6,277,000 | $ 23,732,000 | $ 19,468,000 | $ 34,748,000 | $ 23,268,000 | $ 18,318,000 | ||
Operating expenses: | |||||||||
Research and development | 13,189,000 | 9,925,000 | 35,445,000 | 28,207,000 | 39,232,000 | 24,796,000 | 13,208,000 | ||
General and administrative | 5,582,000 | 3,697,000 | 14,697,000 | 12,603,000 | 16,947,000 | 10,225,000 | 8,651,000 | ||
Amortization of intangibles | 3,256,000 | 3,278,000 | 9,774,000 | 9,740,000 | 12,968,000 | 11,800,000 | 10,304,000 | ||
Other operating expense (income), net | (208,000) | (817,000) | (486,000) | (546,000) | 1,210,000 | 2,070,000 | (818,000) | ||
Total operating expenses | 21,819,000 | 16,083,000 | 59,430,000 | 50,004,000 | 70,357,000 | 48,891,000 | 31,345,000 | ||
Loss from operations | (14,909,000) | (9,806,000) | (35,698,000) | (30,536,000) | (35,609,000) | (25,623,000) | (13,027,000) | ||
Other income (expense): | |||||||||
Total other income | 1,259,000 | 1,895,000 | 0 | ||||||
Interest expense | 0 | 0 | 0 | (6,000) | (7,000) | (5,000) | 0 | ||
Other income, net | 1,266,000 | 1,900,000 | 0 | ||||||
Loss before income tax | (14,909,000) | (9,806,000) | (35,698,000) | (30,542,000) | (34,350,000) | (23,728,000) | (13,027,000) | ||
Income tax benefit (expense) | 2,313,000 | 1,916,000 | 6,544,000 | 6,572,000 | 7,308,000 | 6,171,000 | (562,000) | ||
Net loss | (12,596,000) | (7,890,000) | (29,154,000) | (23,970,000) | (27,042,000) | (17,557,000) | (13,589,000) | ||
Service [Member] | |||||||||
Revenues: | |||||||||
Revenues | 4,928,000 | 4,877,000 | 14,922,000 | 14,254,000 | 20,084,000 | 11,883,000 | 5,568,000 | ||
License And Milestone Revenue [Member] | |||||||||
Revenues: | |||||||||
Revenues | 1,400,000 | 1,400,000 | 7,826,000 | 5,214,000 | $ 14,664,000 | $ 11,385,000 | $ 12,750,000 | ||
Royalty [Member] | |||||||||
Revenues: | |||||||||
Revenues | 582,000 | 0 | 984,000 | $ 0 | |||||
Avista Public Acquisition Corp. II [Member] | |||||||||
Operating expenses: | |||||||||
Formation and operating costs | 2,344,863 | 170,579 | $ 180,550 | 8,744,341 | $ 516,442 | ||||
Loss from operations | (2,344,863) | (170,579) | (180,550) | (8,744,341) | |||||
Other income (expense): | |||||||||
Gain on investments held in Trust Account | 1,090,543 | 0 | 0 | 1,438,875 | |||||
Change in fair value of Forward Purchase and Backstop Securities | (1,212,110) | 0 | 0 | (1,147,120) | |||||
Net loss | (2,466,430) | (170,579) | (180,550) | (8,452,586) | $ (516,442) | ||||
Deemed dividend - Forward Purchase and Backstop Securities | 0 | 0 | 0 | (225,000) | |||||
Net loss attributable to ordinary shareholders | $ (2,466,430) | $ (170,579) | $ (180,550) | $ (8,677,586) | |||||
Class A ordinary shares | Avista Public Acquisition Corp. II [Member] | |||||||||
Other income (expense): | |||||||||
Weighted average shares outstanding, basic | 23,000,000 | 12,250,000 | 4,755,274 | 23,000,000 | 9,857,143 | ||||
Weighted average shares outstanding, diluted | 23,000,000 | 12,250,000 | 4,755,274 | 23,000,000 | 9,857,143 | ||||
Basic net loss per ordinary share | $ (0.09) | $ (0.01) | $ (0.02) | $ (0.29) | $ (0.03) | ||||
Diluted net loss per ordinary share | $ (0.09) | $ (0.01) | $ (0.02) | $ (0.29) | $ (0.03) | ||||
Common Class B [Member] | Avista Public Acquisition Corp. II [Member] | |||||||||
Other income (expense): | |||||||||
Weighted average shares outstanding, basic | 5,750,000 | 5,399,457 | 5,155,063 | 5,750,000 | 5,321,429 | ||||
Weighted average shares outstanding, diluted | 5,750,000 | 5,399,457 | 5,155,063 | 5,750,000 | 5,321,429 | ||||
Basic net loss per ordinary share | $ (0.09) | $ (0.01) | $ (0.02) | $ (0.29) | $ (0.03) | ||||
Diluted net loss per ordinary share | $ (0.09) | $ (0.01) | $ (0.02) | $ (0.29) | $ (0.03) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Avista Public Acquisition Corp. II [Member] | Additional Paid-in Capital [Member] Avista Public Acquisition Corp. II [Member] | Retained Earnings [Member] Avista Public Acquisition Corp. II [Member] | Common Class A [Member] Common Stock [Member] Avista Public Acquisition Corp. II [Member] | Common Class B [Member] Common Stock [Member] Avista Public Acquisition Corp. II [Member] |
Balance at the beginning at Dec. 31, 2018 | $ 204,882,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (13,589,000) | |||||
Balance at the end at Dec. 31, 2019 | 218,243,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (17,557,000) | |||||
Balance at the end at Dec. 31, 2020 | 235,537,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (7,455,000) | |||||
Balance at the end at Mar. 31, 2021 | 227,600,000 | $ 17,214 | $ 24,425 | $ (7,786) | $ 0 | $ 575 |
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 5,750,000 | ||||
Balance at the beginning at Dec. 31, 2020 | 235,537,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (23,970,000) | |||||
Balance at the end at Sep. 30, 2021 | 228,002,000 | (6,903,654) | 0 | (6,904,229) | $ 0 | $ 575 |
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 5,750,000 | ||||
Balance at the beginning at Dec. 31, 2020 | 235,537,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement of Class A ordinary shares to redemption amount | (28,593,235) | |||||
Net loss | (27,042,000) | |||||
Balance at the end at Dec. 31, 2021 | 234,307,000 | (7,553,698) | 0 | (7,554,273) | $ 0 | $ 575 |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Balance at the beginning at Feb. 04, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Feb. 04, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,425 | 0 | $ 575 | ||
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | |||||
Net loss | (7,786) | 0 | (7,786) | |||
Balance at the end at Mar. 31, 2021 | 227,600,000 | 17,214 | 24,425 | (7,786) | $ 0 | $ 575 |
Balance at the end (in shares) at Mar. 31, 2021 | 0 | 5,750,000 | ||||
Balance at the beginning at Feb. 04, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Feb. 04, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement of Class A ordinary shares to redemption amount | (28,307,827) | |||||
Waiver of deferred underwriting commissions by underwriter | 0 | |||||
Deemed dividend - Forward Purchase and Backstop Securities | 0 | |||||
Net loss | (180,550) | |||||
Balance at the end at Sep. 30, 2021 | 228,002,000 | (6,903,654) | 0 | (6,904,229) | $ 0 | $ 575 |
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 5,750,000 | ||||
Balance at the beginning at Feb. 04, 2021 | 0 | 0 | 0 | $ 0 | $ 0 | |
Balance at the beginning (in shares) at Feb. 04, 2021 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,425 | $ 575 | |||
Issuance of Class B ordinary shares to Sponsor (in shares) | 5,750,000 | |||||
Remeasurement of Class A ordinary shares to redemption amount | (28,593,235) | (21,555,404) | (7,037,831) | |||
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs) | 9,232,604 | 9,232,604 | ||||
Proceeds from sale of Private Placement Warrants to the Sponsor (net of offering costs) | 12,298,375 | 12,298,375 | ||||
Net loss | (516,442) | 0 | (516,442) | |||
Balance at the end at Dec. 31, 2021 | 234,307,000 | (7,553,698) | 0 | (7,554,273) | $ 0 | $ 575 |
Balance at the end (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Balance at the beginning at Mar. 31, 2021 | 227,600,000 | 17,214 | 24,425 | (7,786) | $ 0 | $ 575 |
Balance at the beginning (in shares) at Mar. 31, 2021 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (8,625,000) | (2,185) | 0 | (2,185) | ||
Balance at the end at Jun. 30, 2021 | 226,403,000 | 15,029 | 24,425 | (9,971) | $ 0 | $ 575 |
Balance at the end (in shares) at Jun. 30, 2021 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs) | 9,245,327 | 9,245,327 | 0 | |||
Proceeds from sale of Private Placement Warrants to the Sponsor (net of offering costs) | 12,314,397 | 12,314,397 | 0 | |||
Accretion of Class A ordinary shares to redemption value | (28,307,828) | (21,584,149) | (6,723,679) | |||
Deemed dividend - Forward Purchase and Backstop Securities | 0 | |||||
Net loss | (7,890,000) | (170,579) | 0 | (170,579) | ||
Balance at the end at Sep. 30, 2021 | 228,002,000 | (6,903,654) | 0 | (6,904,229) | $ 0 | $ 575 |
Balance at the end (in shares) at Sep. 30, 2021 | 0 | 5,750,000 | ||||
Balance at the beginning at Dec. 31, 2021 | 234,307,000 | (7,553,698) | 0 | (7,554,273) | $ 0 | $ 575 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Reclassification of Forward Purchase Agreement | (223,380) | (223,380) | ||||
Deemed dividend - Forward Purchase and Backstop Securities | (225,000) | (225,000) | ||||
Net loss | (6,282,000) | (4,361,240) | (4,361,240) | |||
Balance at the end at Mar. 31, 2022 | 224,921,000 | (12,363,318) | 0 | (12,363,893) | $ 0 | $ 575 |
Balance at the end (in shares) at Mar. 31, 2022 | 0 | 5,750,000 | ||||
Balance at the beginning at Dec. 31, 2021 | 234,307,000 | (7,553,698) | 0 | (7,554,273) | $ 0 | $ 575 |
Balance at the beginning (in shares) at Dec. 31, 2021 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement of Class A ordinary shares to redemption amount | (1,438,875) | |||||
Waiver of deferred underwriting commissions by underwriter | 4,025,000 | |||||
Deemed dividend - Forward Purchase and Backstop Securities | (225,000) | |||||
Net loss | (29,154,000) | (8,452,586) | ||||
Balance at the end at Sep. 30, 2022 | 232,710,000 | (13,868,540) | 0 | (13,869,115) | $ 0 | $ 575 |
Balance at the end (in shares) at Sep. 30, 2022 | 0 | 5,750,000 | ||||
Balance at the beginning at Mar. 31, 2022 | 224,921,000 | (12,363,318) | 0 | (12,363,893) | $ 0 | $ 575 |
Balance at the beginning (in shares) at Mar. 31, 2022 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement of Class A ordinary shares to redemption amount | (348,332) | (348,332) | ||||
Net loss | (10,276,000) | (1,624,916) | (1,624,916) | |||
Balance at the end at Jun. 30, 2022 | 226,943,000 | (14,336,566) | 0 | (14,337,141) | $ 0 | $ 575 |
Balance at the end (in shares) at Jun. 30, 2022 | 0 | 5,750,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Remeasurement of Class A ordinary shares to redemption amount | (1,090,544) | (1,090,544) | ||||
Waiver of deferred underwriting commissions by underwriter | 4,025,000 | 4,025,000 | ||||
Deemed dividend - Forward Purchase and Backstop Securities | 0 | |||||
Net loss | (12,596,000) | (2,466,430) | (2,466,430) | |||
Balance at the end at Sep. 30, 2022 | $ 232,710,000 | $ (13,868,540) | $ 0 | $ (13,869,115) | $ 0 | $ 575 |
Balance at the end (in shares) at Sep. 30, 2022 | 0 | 5,750,000 |
COMBINED STATEMENTS OF CHANGES
COMBINED STATEMENTS OF CHANGES IN PARENT COMPANY NET INVESTMENT - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance at the beginning | $ 226,943 | $ 224,921 | $ 234,307 | $ 226,403 | $ 227,600 | $ 235,537 | $ 235,537 | $ 218,243 | $ 204,882 |
Net loss (as restated) | (12,596) | (10,276) | (6,282) | (7,890) | (8,625) | (7,455) | (27,042) | (17,557) | (13,589) |
Parent allocation of share-based compensation | 5,279 | 3,848 | 3,146 | 3,809 | 4,417 | 3,379 | 15,065 | 9,165 | 6,660 |
Net transfers from parent company (as restated) | 13,084 | 8,450 | (6,250) | 5,680 | 3,011 | (3,861) | 10,747 | 25,686 | 20,290 |
Balance at the end | $ 232,710 | $ 226,943 | $ 224,921 | $ 228,002 | $ 226,403 | $ 227,600 | $ 234,307 | $ 235,537 | $ 218,243 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | ||||||||
Net loss | $ (29,154,000) | $ (23,970,000) | $ (27,042,000) | $ (17,557,000) | $ (13,589,000) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Change in estimated fair value of contingent liabilities | (487,000) | (546,000) | 1,210,000 | 2,070,000 | (818,000) | |||
Depreciation and amortization | 13,429,000 | 13,779,000 | 16,252,000 | 13,137,000 | 10,917,000 | |||
Share-based compensation | $ 5,279,000 | 12,273,000 | 11,605,000 | 15,065,000 | 9,165,000 | 6,660,000 | ||
Deferred income taxes, net | (6,840,000) | (6,325,000) | (7,325,000) | (6,185,000) | 557,000 | |||
Gain from short-term investments | (1,265,000) | 0 | 0 | |||||
Gain from sale of intellectual property license | 0 | (1,900,000) | 0 | |||||
Other | (133,000) | 35,000 | 64,000 | 161,000 | 0 | |||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net | 17,610,000 | 12,721,000 | 6,019,000 | 339,000 | (4,290,000) | |||
Other current assets | (817,000) | (188,000) | (632,000) | (497,000) | (14,000) | |||
Other long-term assets | 1,755,000 | 567,000 | (938,000) | 1,621,000 | (20,000) | |||
Accounts payable and accrued liabilities | 432,000 | 161,000 | 1,513,000 | 2,759,000 | (570,000) | |||
Deferred revenue | (6,384,000) | (5,118,000) | (6,717,000) | 1,328,000 | (1,875,000) | |||
Other long-term liabilities | 1,872,000 | (3,953,000) | (1,876,000) | (822,000) | (2,153,000) | |||
Net cash provided by (used in) operating activities | 3,556,000 | (1,232,000) | (5,672,000) | 3,619,000 | (5,195,000) | |||
Investing activities: | ||||||||
Purchase of property and equipment | (12,152,000) | (2,548,000) | (4,070,000) | (1,753,000) | (255,000) | |||
Payments to CVR holders | (960,000) | 0 | (720,000) | 0 | 0 | |||
Proceeds from sale of short-term investments | 1,265,000 | 0 | 0 | |||||
Cash paid for acquisitions, net of cash and restricted cash acquired | 0 | (27,127,000) | (11,840,000) | |||||
Proceeds from sale of intellectual property license | 0 | 1,900,000 | 0 | |||||
Other | (500,000) | 0 | 0 | |||||
Net cash used in investing activities | (13,112,000) | (2,548,000) | (4,025,000) | (26,980,000) | (12,095,000) | |||
Financing activities: | ||||||||
Payment of offering costs | (4,183,000) | 0 | ||||||
Payments to CVR holders | (1,545,000) | (1,050,000) | (1,050,000) | (2,325,000) | (3,000,000) | |||
Deferred transaction cost payment | (4,183,000) | 0 | ||||||
Net transfer from parent | 15,284,000 | 4,830,000 | 10,747,000 | 25,686,000 | 20,290,000 | |||
Net cash provided by financing activities | 9,556,000 | 3,780,000 | 9,697,000 | 23,361,000 | 17,290,000 | |||
Net change in cash, cash equivalents and restricted cash | 0 | 0 | 0 | 0 | 0 | |||
Cash, cash equivalents and restricted cash at beginning of period | 0 | 0 | 0 | 0 | 0 | |||
Cash, cash equivalents and restricted cash at end of period | 0 | $ 0 | 0 | 0 | $ 0 | 0 | 0 | 0 |
Supplemental disclosure of cash flow information: | ||||||||
Deferred revenue recorded in accounts receivable | 11,344,000 | 8,451,000 | 1,425,000 | |||||
Purchase of fixed assets recorded in accounts payable | 3,561,000 | 114,000 | 1,231,000 | $ 0 | $ 471,000 | |||
Avista Public Acquisition Corp. II [Member] | ||||||||
Operating activities: | ||||||||
Net loss | (180,550) | (8,452,586) | (516,442) | |||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
Gain on investments held in Trust Account | (1,090,543) | 0 | (1,438,875) | |||||
Change in fair value of Forward Purchase and Backstop Securities | 1,212,110 | 0 | 1,147,120 | |||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | (880,112) | 340,521 | (744,542) | |||||
Accounts payable | 33,292 | 6,286,989 | 15,440 | |||||
Due to related party | 0 | 87,410 | 884 | |||||
Accrued expenses - related party | 20,000 | 0 | ||||||
Accrued expenses | 40,988 | 1,109,297 | 107,734 | |||||
Net cash provided by (used in) operating activities | (966,382) | (920,124) | (1,136,926) | |||||
Investing activities: | ||||||||
Investment of cash into Trust Account | (235,750,000) | 0 | (235,750,000) | |||||
Net cash used in investing activities | (235,750,000) | 0 | (235,750,000) | |||||
Financing activities: | ||||||||
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | |||||||
Proceeds from promissory note - related party | 119,275 | 0 | 175,000 | |||||
Proceeds from initial public offering, net of underwriter's discount paid | 225,400,000 | 0 | 225,400,000 | |||||
Proceeds from sale of Private Placement Warrants | 12,350,000 | 0 | 12,350,000 | |||||
Payment of offering costs | (615,690) | 0 | (698,103) | |||||
Repayment of promissory note - related party | (175,000) | 0 | ||||||
Proceeds from convertible promissory note | 0 | 750,000 | ||||||
Repayment of Sponsor note | (175,000) | |||||||
Deferred transaction cost payment | (615,690) | 0 | (698,103) | |||||
Net cash provided by financing activities | 237,078,585 | 750,000 | 237,076,897 | |||||
Net change in cash, cash equivalents and restricted cash | 362,203 | (170,124) | 189,971 | |||||
Cash, cash equivalents and restricted cash at beginning of period | 0 | 189,971 | 0 | |||||
Cash, cash equivalents and restricted cash at end of period | 19,847 | 362,203 | 19,847 | $ 362,203 | 189,971 | 189,971 | ||
Supplemental disclosure of cash flow information: | ||||||||
Remeasurement of Class A ordinary shares to redemption amount | 1,090,544 | 28,307,827 | 1,438,875 | 28,593,235 | $ 28,593,235 | |||
Initial classification of the Forward Purchase and Backstop Securities | 0 | 448,380 | ||||||
Waiver of deferred underwriting commissions by underwriter | $ 4,025,000 | 0 | 4,025,000 | |||||
Deferred underwriting fee payable | 8,050,000 | 0 | 8,050,000 | |||||
Offering costs paid by Sponsor and included in promissory note - related party | 55,725 | 0 | ||||||
Offering costs included in accrued offering costs | 1,689 | 0 | $ 314,153 | |||||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 | $ 0 |
ORGANISATION AND NATURE OF OPER
ORGANISATION AND NATURE OF OPERATIONS | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
ORGANISATION AND NATURE OF OPERATIONS | 1. Organization and Nature of Operations The accompanying combined financial statements include all of the assets, liabilities and results of operations of six subsidiaries of Ligand Pharmaceuticals Incorporated (“Ligand” or the “Parent”), which are Ab Initio Biotherapeutics, Inc. (Ab Initio), Crystal Bioscience, Inc. (Crystal), Icagen, LLC (Icagen), Open Monoclonal Technology, Inc. (OMT), Taurus Biosciences, LLC (Taurus) and xCella Biosciences, Inc. (xCella) (collectively, “OmniAb”, “the Company”, “we”, “us” and “our”). OmniAb is powered by Biological Intelligence, a multi-species antibody platform for the discovery of mono and bispecific therapeutic human antibodies. OmniAb primarily derives revenue from license fees for technology access, milestones from partnered programs and service revenue from research programs. On January 8, 2016, Ligand completed a multi-step transaction that resulted in Ligand’s acquisition of OMT. In connection with the separation of OmniAb from Ligand, Ab Initio, Crystal, Icagen, Taurus and xCella will become wholly owned subsidiaries of OmniAb, Inc. On November 1, 2022, Ligand completed (the “Closing”) the separation of its antibody discovery business and certain related assets and liabilities through a spin-off As of the Closing, New OmniAb expected to have approximately $95.8 million of net cash. On November 2, 2022, New OmniAb began regular-way | 1. Organization and Nature of Operations The accompanying combined financial statements include all of the assets, liabilities and results of operations of six subsidiaries of Ligand Pharmaceuticals Incorporated (“Ligand” or the “Parent”), which are Ab Initio Biotherapeutics, Inc. (Ab Initio), Crystal Bioscience, Inc. (Crystal), Icagen, LLC (Icagen), Open Monoclonal Technology, Inc. (OMT), Taurus Biosciences, LLC (Taurus) and xCella Biosciences, Inc. (xCella) (collectively, “OmniAb,” “the company,” “we,” “us” and “our”). OmniAb is a biotechnology company with a Biological Intelligence powered multi-species antibody platform for the discovery of mono and bispecific therapeutic human antibodies. OmniAb primarily derives revenue from license fees for technology access, milestones from partnered programs and service revenue from research programs. On January 8, 2016, Ligand acquired OMT, pursuant to a multi-step transaction that resulted in Ligand’s acquisition of OMT. On November 10, 2021 OMT’s name was changed to OmniAb, Inc. In connection with the separation of OmniAb from Ligand, Ab Initio, Crystal, Icagen, Taurus and xCella will become wholly owned subsidiaries of OmniAb, Inc. | |
Avista Public Acquisition Corp. II [Member] | |||
ORGANISATION AND NATURE OF OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION Avista Public Acquisition Corp. II was a blank check company incorporated in the Cayman Islands on February 5, 2021. As used herein, the references to the “Company” are to Avista Public Acquisition Corp. II, prior to its domestication as a corporation incorporated in the state of Delaware and change of name to OmniAb, Inc., and its then wholly-owned and controlled subsidiary, Orwell Merger Sub Inc. (“Merger Sub”), unless the context indicates otherwise. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company was not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company was an early stage and emerging growth company and, as such, the Company was subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from February 5, 2021 (inception) through September 30, 2022 related to the Company’s formation and the initial public offering (“Initial Public Offering”), and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination, which is described below. The Company generated non-operating The registration statement for the Company’s Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 3,000,000 Units that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,233,333 warrants (the “Private Placement Warrants”), including 900,000 Private Placement Warrants that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at a price of $1.50 per Private Placement Warrant in a private placement to Avista Acquisition LP II (the “Sponsor”), generating gross proceeds of $12,350,000 (see Note 4). As of September 30, 2022, cash of $19,847 was held outside of the Trust Account and was available for the payment of accrued offering costs and for working capital purposes. Upon closing of the Initial Public Offering and the sale of the Private Placement Warrants, a total of $235,750,000 ($10.25 per Public Share) was placed in a trust account (the “Trust Account”) and invested in only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 not complete the initial Business Combination within 18 months from the closing the Company’s Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares. The Company provided its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision was made by the Company to seek shareholder approval of a Business Combination. The Public Shareholders were entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.25 per Public Share, plus any pro rata interest and dividends or gains on investments earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There were no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption was recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”). The Company proceeded with the Business Combination as the Company had net tangible assets of at least $5,000,001 upon consummation of the Business Combination and at least two The Sponsor agreed to waive (i) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of the Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company did not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering or with respect to any other material provision relating to shareholders’ rights or pre-initial The Company had until 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company was unable to complete a Business Combination within the Combination Period, the Company would have (i) ceased all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten per-share (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and board of directors, liquidated and dissolved, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There would have been be no redemption rights or liquidating distributions with respect to the Company’s warrants, which would have expired worthless if the Company failed to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to a portion of their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company did not complete a Business Combination within the Combination Period and, in such event, such amounts would have been included with the other funds held in the Trust Account that would have been available to fund the redemption of the Public Shares. OmniAb Business Combination On March 23, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb, Inc., a Delaware corporation and then wholly-owned subsidiary of Ligand (“Legacy OmniAb”), and Orwell Merger Sub Inc. (“Merger Sub”), pursuant to which the Company combined with Legacy OmniAb, Ligand’s antibody discovery business (the “OmniAb Business”), in a Reverse Morris Trust transaction. Also on March 23, 2022, and in connection with the execution of the Merger Agreement, (a) the Company, Ligand, Legacy OmniAb and Merger Sub entered into that certain Employee Matters Agreement, as amended by that certain Amended and Restated Employee Matters Agreement, dated as of August 18, 2022 (the “Employee Matters Agreement”), (b) Legacy OmniAb and the Sponsor entered into that certain Sponsor Insider Letter Agreement (the “Sponsor Insider Agreement”) with the Company and certain insiders of the Company (the “Insiders”) and (c) the Company amended and restated that certain previously disclosed Forward Purchase Agreement, dated August 9, 2021, by entering into the Amended and Restated Forward Purchase Agreement (the “A&R FPA”), by and among the Company, the Sponsor and Legacy OmniAb pursuant to which they consummated the OmniAb Business Combination. Pursuant to a Separation and Distribution Agreement, dated as of March 23, 2022, among the Company, Ligand and Legacy OmniAb (the “Separation Agreement”), Ligand transferred the OmniAb Business, including certain related subsidiaries of Ligand, to Legacy OmniAb and, in connection therewith, distributed (the “Distribution”) to Ligand stockholders 100% of the common stock of Legacy OmniAb, par value $0.001 per share (the “Legacy OmniAb Common Stock”). Immediately following the Distribution, in accordance with and subject to the terms and conditions of the Merger Agreement, Merger Sub merged with and into Legacy OmniAb (the “Merger”), with Legacy OmniAb continuing as the surviving company in the Merger and as a wholly-owned subsidiary of the Company. The Merger Agreement, along with the Separation Agreement and the other transaction documents entered into in connection therewith, provided for, among other things, the consummation of the following transactions (collectively, the “OmniAb Business Combination”): (i) the Company redomiciled by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and with Section 206 of the Cayman Islands Companies Act (As Revised) (the “Domestication”), (ii) Ligand transferred the OmniAb Business (the “Separation”) to its wholly-owned subsidiary, Legacy OmniAb, and contributed $15 million in capital thereto (less certain reimbursable transaction and other expenses), and (iii) following the Separation, Ligand distributed 100% of the shares of Legacy OmniAb Common Stock to Ligand stockholders by way of the Distribution. Following the completion of the foregoing transactions and subject to the satisfaction or waiver of certain other conditions set forth in the Merger Agreement, the parties consummated the Merger. The Distribution and Merger are intended to qualify as “tax-free” On April 28, 2022, the Company filed a registration statement on Form S-4 No. 333-264525) “Form S-4”, S-4. S-4 The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby the Company is treated as the acquired company and Legacy OmniAb is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy OmniAb issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company were stated at historical cost, with no goodwill or other intangible assets recorded. Subsequent presentations of the results of operations presented for the period prior to the Business Combination will be for those of Legacy OmniAb. Legacy OmniAb has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors: • Legacy OmniAb’s existing stockholders have the greatest voting interest in the combined entity; • Legacy OmniAb has the ability to nominate a majority of the initial members of the OmniAb Board; • Legacy OmniAb’s senior management is the senior management of the combined entity; • Legacy OmniAb is the larger entity based on historical operating activity and has the larger employee base; and • The post-combination company has assumed a Legacy OmniAb branded name: “OmniAb, Inc.” Agreement and Plan of Merger At the closing of the OmniAb Business Combination, each share of Legacy OmniAb’s common stock outstanding prior to the effective time of the OmniAb Business Combination was converted on a one-for-one In addition, at the closing of the OmniAb Business Combination, holders of Legacy OmniAb Common Stock and equity awards received shares of OmniAb Common Stock subject to certain price-based earnout triggers (“Earnout Shares”), with 50% of such Earnout Shares vesting upon the combined company’s achievement of a post-transaction volume-weighted average price (“VWAP”) of $12.50 per share of OmniAb Common Stock for any 20 trading days over a consecutive 30 trading-day trading-day In connection with the OmniAb Business Combination, upon the re-domestication one-for-one one-third Separation and Distribution Agreement On March 23, 2022, in connection with the execution of the Merger Agreement, the Company entered into the Seperation Agreement, pursuant to which the Separation and Distribution were effected. The Separation Agreement also sets forth other agreements among Ligand and Legacy OmniAb, including provisions concerning the termination and settlement of intercompany accounts and the obtaining of necessary governmental approvals and third-party consents. The Separation Agreement also sets forth agreements that will govern certain aspects of the relationship between Ligand and Legacy OmniAb after the Distribution, including provisions with respect to release of claims, indemnification, access to financial and other information and access to and provision of records. Employee Matters Agreement On March 23, 2022, in connection with the execution of the Merger Agreement, the Company entered into the Employee Matters Agreement, as amended by the Amended and Restated Employee Matters Agreement, dated as of August 18, 2022, which provides for employee-related matters in connection with the transaction, including allocation of benefit plan assets and liabilities between Ligand and Legacy OmniAb, treatment of incentive equity awards in the Distribution and the OmniAb Business Combination and related covenants and commitments of the parties. Each existing Ligand equity award at the time of the Distribution granted prior to March 2, 2022, with certain limited exceptions, was split into (i) a new Ligand equity award and (ii) a new Legacy OmniAb equity award, with any in-the-money Sponsor Insider Agreement On March 23, 2022, in connection with the execution of the Merger Agreement, Legacy OmniAb and the Sponsor entered into the Sponsor Insider Agreement with the Company and the Insiders, pursuant to which, among other things, the Insiders agreed to vote any of our securities held by them to approve the OmniAb Business Combination and the other Company shareholder matters required pursuant to the Merger Agreement, and not to seek redemption of any of their Company securities in connection with the consummation of the OmniAb Business Combination. Pursuant to the Sponsor Insider Agreement, the Sponsor also agreed to subject up to 1,916,667 Earnout Founder Shares (as defined in the Sponsor Insider Agreement), to the same price-based vesting conditions as the OmniAb Earnout Shares. Amended and Restated Forward Purchase Agreement On March 23, 2022, in connection with the execution of the Merger Agreement, the Company entered into Amended and Restated Forward Purchase Agreement (the “A&R FPA”) with the Sponsor and Legacy OmniAb. Pursuant to the A&R FPA, the Company agreed to, in connection with the consummation of the OmniAb Business Combination, issue and sell to the Sponsor 1,500,000 shares of OmniAb Common Stock (the “Forward Purchase Shares”) and warrants to acquire 1,666,667 shares of OmniAb Common Stock (the “Forward Purchase Warrants”) for an aggregate purchase price of $15.0 million with such purchases having been consummated immediately following the re-domestication Indemnity In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.25 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.25 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Going Concern Consideration As of September 30, 2022, the Company had $19,847 in cash held outside of the Trust Account and a working capital deficit of $9,843,540. The Company incurred significant costs in pursuit of its acquisition plans. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s ASC Subtopic 205-40, Combination, in which case the Company issued additional securities in connection with the Business Combination. Of the total proceeds from the Initial Public Offering and sale of the Private Placement Warrants, an amount of approximately $2 million was deposited in an operating account for the Company’s working capital needs. In addition, the Company entered into a convertible promissory note pursuant to the Working Capital Loans terms as outlined in Note 5 with the Sponsor (the “Sponsor Working Capital Loan”) to which the Company could borrow up to an aggregate of $750,000. As of September 30, 2022, the Company has borrowed $750,000 under the Sponsor Working Capital Loan. The amounts held in the operating account were not expected to provide the Company with sufficient funds to meet its operational and liquidity obligations over the remainder of the Combination Period. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non- | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND LIQUIDITY Avista Public Acquisition Corp. II (the “Company”) is a blank check company incorporated in the Cayman Islands on February 5, 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 5, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating The registration statement for the Company’s Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), including 3,000,000 Units that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000 (see Note 3). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,233,333 warrants (the “Private Placement Warrants”), including 900,000 Private Placement Warrants that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at a price of $1.50 per Private Placement Warrant in a private placement to Avista Acquisition LP II (the “Sponsor”), generating gross proceeds of $12,350,000 (see Note 4). Transaction costs amounted to $13,662,256 consisting of $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees, and $1,012,256 of other offering costs. In addition, as of December 31, 2021, cash of $189,971 is held outside of the Trust Account (as defined below) and is available for the payment of accrued offering costs and for working capital purposes. Upon closing of the Initial Public Offering and the sale of the Private Placement Warrants, a total of $235,750,000 ($10.25 per Public Share) was placed in a trust account (the “Trust Account”) and will be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.25 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption was recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity . The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all. Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Sponsor has agreed to waive (i) redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (ii) redemption rights with respect to any Founder Shares and Public Shares held by it in connection with a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an initial Business Combination within 18 months from the closing of the Initial Public Offering or with respect to any other material provision relating to shareholders’ rights or pre-initial Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within 18 months from the closing of the Initial Public Offering. The Company has until 18 months from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten per-share The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). Indemnity In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (other than the Company’s independent registered public accounting firm), or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.25 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.25 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of December 31, 2021, the Company had $189,971 in cash held outside of the Trust Account and a working capital surplus of $496,302. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or if the Company becomes obligated to redeem a significant number of public shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Of the total proceeds from the Initial Public Offering and sale of the Private Placement Warrants, an amount of approximately $2 million was deposited in an operating account for the Company’s working capital needs. The amounts held in the operating account are not expected to provide the Company with sufficient funds to meet its operational and liquidity obligations over the next twelve months. Going Concern Consideration As of December 31, 2021, the Company had $189,971 in cash held outside of the Trust Account and a working capital surplus of $496,302. The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. These conditions raise substantial doubt about the Company ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. There is no assurance that the Company’s plans to consummate the Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 |
Restatement of Previously Issue
Restatement of Previously Issued Combined Financial Statements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Previously Issued Combined Financial Statements | 2. Restatement of Previously Issued Combined Financial Statements Subsequent to the issuance of the audited combined financial statements for the year ended December 31, 2020 and 2019, the Company determined the balance of accounts receivable, net, as of December 31, 2020, was understated by $7.0 million and general and administrative expense was understated by $0.7 million for the year ended December 31, 2019. The error as of December 31, 2020 was the result of the omission of an unbilled amount which was also improperly excluded from net transfers from parent company in the combined statement of changes in parent company net investment for the year ended December 31, 2020, resulting in an understatement of parent company net investment. The error as of December 31, 2019 related to bad debt expense that was not properly included in general and administrative expense on the combined statements of operations and was improperly recorded as part of the net transfers from parent company in the combined statements of changes in parent company net investment. The errors identified as of December 31, 2020 and 2019, each resulted in the overstatement of cash provided by operating activities and an understatement of cash provided by financing activities in the combined statements of cash flows, in the respective periods. The Company has concluded that the errors identified were material to the combined financial statements as of and for the year ended December 31, 2020 and 2019. Accordingly, previously reported amounts have been revised to reflect the correction of the error as well as other immaterial errors identified through the process of compiling the carve-out The following tables present the revised results for the year ended December 31, 2020, the adjustments made and the previously reported amounts to summarize the effect of the restatement on the previously-issued combined financial statements for the periods impacted (in thousands). Combined Balance Sheets December 31, 2020 Reported Adjustment Restated Assets: Accounts receivable $ 8,870 $ 7,005 $ 15,875 Total current assets $ 9,644 $ 7,005 $ 16,649 Intangible assets, net $ 186,592 $ 52 $ 186,644 Goodwill $ 84,066 $ (87 ) $ 83,979 Total assets $ 288,410 $ 6,970 $ 295,380 December 31, 2020 Reported Adjustment Restated Liabilities: Accrued liabilities $ 3,456 $ 500 $ 3,956 Current portion of finance lease liabilities $ 14 $ (13 ) $ 1 Total current liabilities $ 13,790 $ 487 $ 14,277 Deferred income taxes, net $ 29,185 $ (260 ) $ 28,925 Other long-term liabilities $ 1,295 $ 13 $ 1,308 Total liabilities $ 59,603 $ 240 $ 59,843 Parent company net investment: Parent company net investment $ 228,807 $ 6,730 $ 235,537 Total liabilities and parent company net investment $ 288,410 $ 6,970 $ 295,380 Combined Statements of Operations Year ended December 31, 2020 Reported Adjustment Restated Research and development $ 24,894 $ (98 ) $ 24,796 General and administrative $ 10,240 $ (15 ) $ 10,225 Total operating expenses $ 49,004 $ (113 ) $ 48,891 Loss from operations $ (25,736 ) $ 113 $ (25,623 ) Loss before income tax $ (23,841 ) $ 113 $ (23,728 ) Income tax benefit (expense) $ 5,945 $ 226 $ 6,171 Net loss $ (17,896 ) $ 339 $ (17,557 ) Combined Statements of changes in Parent Company Net Investment December 31, 2020 Reported Adjustment Restated Parent company net investment – January 1, 2020 $ 218,185 $ 58 $ 218,243 Net loss $ (17,896 ) $ 339 $ (17,557 ) Net transfers from parent company $ 19,353 $ 6,333 $ 25,686 Parent company net investment – December 31, 2020 $ 228,807 $ 6,730 $ 235,537 Combined Statements of Cash Flows Year ended December 31, 2020 Reported Adjustment Restated Operating activities: Net loss $ (17,896 ) $ 339 $ (17,557 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Deferred income taxes, net $ (5,960 ) $ (225 ) $ (6,185 ) Other $ — $ 161 $ 161 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable, net $ (1,096 ) $ 1,435 $ 339 Accounts payable and accrued liabilities $ 2,337 $ 422 $ 2,759 Deferred revenue $ 9,779 $ (8,451 ) $ 1,328 Other $ 1,323 $ (14 ) $ 1,309 Net cash provided by operating activities $ 9,952 $ (6,333 ) $ 3,619 Year ended December 31, 2020 Reported Adjustment Restated Financing activities: Net transfer from parent $ 19,353 $ 6,333 $ 25,686 Net cash provided by financing activities $ 17,028 $ 6,333 $ 23,361 Supplemental disclosure of cash flow information: Deferred revenue recorded in accounts receivable $ — $ 8,451 $ 8,451 The following tables present the revised results for the year ended December 31, 2019, the adjustments made and the previously reported amounts to summarize the effect of the restatement on the previously-issued combined financial statements for the periods impacted (in thousands). Combined Balance Sheets December 31, 2019 Reported Adjustment Restated Assets: Accounts receivable $ 7,774 $ 150 $ 7,924 Total current assets $ 7,795 $ 150 $ 7,945 Goodwill $ 77,108 $ (86 ) $ 77,022 Total assets $ 262,320 $ 64 $ 262,384 Liabilities: Accounts payable $ 806 $ 71 $ 877 Current portion of finance lease liabilities $ — $ 7 $ 7 Total current liabilities $ 6,139 $ 78 $ 6,217 Deferred income taxes, net $ 35,388 $ (86 ) $ 35,302 Other long-term liabilities $ 295 $ 14 $ 309 Total liabilities $ 44,135 $ 6 $ 44,141 Parent company net investment: Parent company net investment $ 218,185 $ 58 $ 218,243 Total liabilities and parent company net investment $ 262,320 $ 64 $ 262,384 Combined Statements of Operations Year ended December 31, 2019 Reported Adjustment Restated License and milestone revenue $ 12,685 $ 65 $ 12,750 Service revenue $ 5,528 $ 40 $ 5,568 Total revenue $ 18,213 $ 105 $ 18,318 Research and development $ 13,137 $ 71 $ 13,208 General and administrative $ 7,976 $ 675 $ 8,651 Total operating expenses $ 30,599 $ 746 $ 31,345 Loss from operations $ (12,386 ) $ (641 ) $ (13,027 ) Loss before income tax $ (12,386 ) $ (641 ) $ (13,027 ) Income tax benefit (expense) $ (657 ) $ 95 $ (562 ) Net loss $ (13,043 ) $ (546 ) $ (13,589 ) Combined Statements of changes in Parent Company Net Investment December 31, 2019 Reported Adjustment Restated Net loss $ (13,043 ) $ (546 ) $ (13,589 ) Net transfers from parent company $ 19,686 $ 604 $ 20,290 Parent company net investment – December 31, 2019 $ 218,185 $ 58 $ 218,243 Combined Statements of Cash Flows Year ended December 31, 2019 Reported Adjustment Restated Operating activities: Net loss $ (13,043 ) $ (546 ) $ (13,589 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Deferred income taxes, net $ 653 $ (96 ) $ 557 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable, net $ (5,565 ) $ 1,275 $ (4,290 ) Accounts payable and accrued liabilities $ (648 ) $ 78 $ (570 ) Deferred revenue $ (450 ) $ (1,425 ) $ (1,875 ) Other $ (1,959 ) $ 110 $ (1,849 ) Net cash used in operating activities $ (4,591 ) $ (604 ) $ (5,195 ) Financing activities: Net transfer from parent $ 19,686 $ 604 $ 20,290 Net cash provided by financing activities $ 16,686 $ 604 $ 17,290 Supplemental disclosure of cash flow information: Deferred revenue recorded in accounts receivable $ — $ 1,425 $ 1,425 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Combination The accompanying interim condensed combined financial statements have been prepared on a stand-alone basis and are derived from Ligand’s interim condensed combined financial statement accounting records. The interim condensed combined financial statements include the historical results of operations, financial position and cash flows of OmniAb in conformity with United States generally accepted accounting principles (U.S. GAAP). The operations comprising OmniAb are in various legal entities wholly owned by Ligand. Accordingly, Ligand’s net investment in these operations is shown in lieu of stockholder’s equity in the combined financial statements. OmniAb comprises certain stand-alone legal entities for which discrete financial information is available. As Ligand records certain transactions at the parent entity level, allocation methodologies were applied to certain accounts to allocate amounts to OmniAb as discussed further below. OmniAb entities were under the common control of the Parent as a result of, among other factors, Ligand’s ownership. As the entities were under common control, the financial statements report the financial position, results of operations and cash flows of the Company as though the transfer of net assets and equity interests had occurred as of January 2016. Transactions between Ligand and the Company are accounted for through the Parent company net investment in OmniAb. The total net effect of the settlement of these intercompany transactions is reflected in our combined balance sheets as Parent company net investment in OmniAb. All significant intercompany transactions with Ligand are deemed to have been paid in the period the costs were incurred. Expenses related to corporate allocations from Ligand to OmniAb are considered to be effectively settled for cash in the combined financial statements at the time the transaction was recorded. The interim condensed combined financial statements include all revenues, expenses, assets and liabilities directly associated with the business activity of OmniAb as well as an allocation of certain general and administrative expenses related to facilities, functions and services provided by our Parent. These corporate expenses have been allocated to OmniAb based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or a percentage of total operating expenses or other measures that management believes are consistent and reasonable. See Note 8. Relationship with Parent and Related Entities . Our Parent maintains various share-based compensation plans at a corporate level. OmniAb employees participate in those programs, and a portion of the compensation cost associated with those plans is included in OmniAb’s combined statements of operations. The share-based compensation expense has been included within Parent company net investment. The amounts presented in the combined financial statements are not necessarily indicative of future awards and may not reflect the results that OmniAb would have experienced as a stand-alone entity. See Note 8. Relationship with Parent and Related Entities for additional discussion. All of the allocations and estimates in the interim condensed combined financial statements are based on assumptions that management believes are reasonable. However, the interim condensed combined financial statements included herein may not be indicative of the financial position, results of operations and cash flows of OmniAb in the future or if OmniAb had been a separate, stand-alone publicly traded entity during the periods presented. Unaudited Interim Financial Information The accompanying interim condensed combined balance sheet as of September 30, 2022, the condensed combined statements of operations, condensed combined statements of changes in parent company net investment for the three and nine months ended September 30, 2022 and 2021, and the condensed combined statements of cash flows for the nine months ended September 30, 2022 and 2021 and the related footnote disclosures are unaudited. In management’s opinion, the unaudited interim combined financial statements have been prepared on the same basis as the audited combined financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, and its statements of cash flows for the nine months ended September 30, 2022 and 2021 in accordance with U.S. GAAP. The results for the nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or any other interim period. Liquidity and Capital Resources As part of Ligand, OmniAb was dependent upon Ligand for all of its working capital and financing requirements, as Ligand uses a centralized approach to cash management and financing its operations. Therefore, there is no cash reflected in the combined financial statements. Accordingly, cash and cash equivalents, debt or related interest expense have not been allocated to OmniAb in the combined financial statements. Financing transactions related to OmniAb are accounted for as a component of Parent company net investment in the combined balance sheets and as a financing activity allocation on the accompanying combined statements of cash flows. For the nine months ended September 30, 2022 and 2021, OmniAb’s revenue was $23.7 million and $19.5 million, respectively. For the nine months ended September 30, 2022 and 2021, OmniAb’s net loss was $(29.2) million and $(24.0) million, respectively. OmniAb expects to continue to incur losses for the foreseeable future as we invest in research and development activities to improve our technology and platform, market and sell our solutions to existing and new partners, add operational, financial and management information systems and personnel to support our operations and incur additional costs associated with operating as a public company. OmniAb’s ability to continue its operations is dependent upon our ability to obtain additional capital in the future and generate cash flows from operations. Prior to November 1, 2022, funding from Ligand was our primary source of liquidity. On November 1, 2022, with the closing of the merger between the Company and a subsidiary of APAC, New OmniAb was capitalized with approximately $95.8 million in net cash. This cash and cash the Company generates from operations provide us the flexibility we need to meet operating, investing, and financing needs and support operations through at least 12 months following the issuance date of the financial statements. The accompanying interim condensed combined 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. Significant Accounting Policies We have described our significant accounting policies in Note 3, Basis of Presentation and Summary of Significant Accounting Policies Use of Estimates The preparation of interim condensed combined financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the interim condensed combined financial statements and the accompanying notes. Actual results may differ from those estimates. Accounts Receivable Our accounts receivable represents the amounts we have billed our partners and that are due to us unconditionally for services we have performed. We establish an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. During the three and nine months ended September 30, 2022, we considered the current and expected future economic and market conditions including, but not limited to, the anticipated unfavorable impacts of the surrounding novel coronavirus (COVID-19) Revenue Recognition Our revenue is generated primarily from license fees for technology access, development, regulatory and sales based milestone payments and service revenue for performance of research. We apply the following five-step model in accordance with ASC 606, Revenue from Contracts with Customers, in order to determine revenue: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Our revenue is typically derived from our license agreements with our partners and consists of: (i) upfront or annual payments for technology access (license revenue) and payments for performance of research services; (service revenue); (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones (milestone revenue) and (iii) royalties on net sales from our partners’ product sales, if any. To date, we have generated revenue from intellectual property and development milestones, and have only recently begun to generate revenue from commercial milestone payments and royalties on product sales this year. We receive royalty revenue on sales by our partners of products covered by patents that we or our partners own under contractual agreements. We do not have future performance obligations under these license arrangements. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. However, we apply the royalty recognition constraint required under the guidance for sales-based royalties which requires a royalty to be recorded no sooner than the underlying sale occurs. Therefore, royalties on sales of products commercialized by our partners are recognized in the quarter the product is sold. Our partners generally report sales information to us on a one quarter lag. Thus, we estimate the expected royalty proceeds based on an analysis of historical experience and interim data provided by our partners including their publicly announced sales. Differences between actual and estimated royalty revenues, which have not been material, are adjusted in the period in which they become known, typically the following quarter. License fees are generally recognized at a point in time once we grant our customers access to our intellectual property rights. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. We recognize service revenue for contracted R&D services performed for our customers over time. We measure our progress using an input method based on the effort we expend or costs we incur toward the satisfaction of our performance obligation. We estimate the amount of effort we expend, including the time it will take us to complete the activities, or the costs we may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that we multiply by the transaction price to determine the amount of revenue we recognize each period. This approach requires us to make estimates and use judgement. If our estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that we recognize in the current and future periods. We include contingent milestone based payments in the estimated transaction price when there is a basis to reasonably estimate the amount of the payment and the milestone is probable of being achieved. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone based payment is sales-based, we apply the royalty recognition constraint and record revenue when the Deferred Revenue Depending on the terms of the arrangement, we may also defer a portion of the consideration received if we have to satisfy a future obligation. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the combined balance sheet. We generally receive payment at the point we satisfy our obligation or soon after. Any fees billed in advance of being earned are recorded as deferred revenue. During the three and nine months ended September 30, 2022, the amount recognized as revenue that was previously deferred was $4.0 million and $9.9 million, respectively. During the three and nine months ended September 30, 2021, the amount recognized as revenue that was previously deferred was $2.4 million and $5.2 million, respectively. Disaggregation of Revenue The following table represents disaggregation of royalty revenue, license fees, milestone revenue and service revenue (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Royalty revenue $ 582 $ — $ 984 $ — License fees 400 200 2,455 1,950 Milestone revenue 1,000 1,200 5,371 3,264 Service revenue 4,928 4,877 14,922 14,254 $ 6,910 $ 6,277 $ 23,732 $ 19,468 Accounting Standards Not Yet Adopted We do not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on our combined financial statements or disclosures. | 3. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Combination The accompanying combined financial statements have been prepared on a stand-alone basis and are derived from Ligand’s consolidated financial statement accounting records. The combined financial statements include the historical results of operations, financial position and cash flows of OmniAb in conformity with United States generally accepted accounting principles (U.S. GAAP). The operations comprising OmniAb are in various legal entities wholly owned by Ligand. Accordingly, Ligand’s net investment in these operations is shown in lieu of stockholder’s equity in the combined financial statements. OmniAb comprises certain stand-alone legal entities for which discrete financial information is available. As Ligand records transactions at the legal entity level, allocation methodologies were applied to certain accounts to allocate amounts to OmniAb as discussed further below. OmniAb entities were under the common control of the Parent as a result of, among other factors, Ligand’s ownership. As the entities were under common control, the financial statements report the financial position, results of operations and cash flows of the Company as though the transfer of net assets and equity interests had occurred as of January 2016. Transactions between Ligand and the Company are accounted through Parent company net investment in OmniAb. The total net effect of the settlement of these intercompany transactions is reflected in our combined balance sheets as Parent company net investment in OmniAb. All significant intercompany transactions with Ligand are deemed to have been paid in the period the costs were incurred. Expenses related to corporate allocations from Ligand to OmniAb are considered to be effectively settled for cash in the combined financial statements at the time the transaction was recorded. The combined financial statements include all revenues and expenses as well as assets and liabilities directly associated with the business activity of OmniAb as well as an allocation of certain general and administrative expenses related to facilities, functions and services provided by our Parent. These corporate expenses have been allocated to OmniAb based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or a percentage of total operating expenses or other measures that management believes are consistent and reasonable. See Note (9) Relationship with Parent and Related Entities Our Parent maintains various share-based compensation plans at a corporate level. OmniAb employees participate in those programs, and a portion of the compensation cost associated with those plans is included in OmniAb’s combined statements of operations. However, the share-based compensation expense has been included within Parent company net investment. The amounts presented in the combined financial statements are not necessarily indicative of future awards and may not reflect the results that OmniAb would have experienced as a stand-alone entity. See Note (9) Relationship with Parent and Related Entities All of the allocations and estimates in the combined financial statements are based on assumptions that management believes are reasonable. However, the combined financial statements included herein may not be indicative of the financial position, results of operations and cash flows of OmniAb in the future or if OmniAb had been a separate, stand-alone publicly traded entity during the periods presented. Liquidity and Capital Resources As part of Ligand, OmniAb was dependent upon Ligand for all of its working capital and financing requirements, as Ligand uses a centralized approach to cash management and financing its operations. There were no cash amounts specifically attributable to OmniAb for the historical periods presented; therefore, there is no cash reflected in the combined financial statements. Accordingly, cash and cash equivalents, debt or related interest expense have not been allocated to OmniAb in the combined financial statements. Financing transactions related to OmniAb are accounted for as a component of net Parent investment in the combined balance sheets and as a financing activity including an interest expense component allocation on the accompanying combined statements of cash flows. For the years ended December 31, 2021, 2020 and 2019, OmniAb’s revenue was $34.7 million, $23.3 million and $18.3 million, respectively. For the years ended December 31, 2021, 2020 and 2019, OmniAb’s net loss was ($27.0 million), ($17.6 million) and ($13.6 million), respectively. OmniAb expects to continue to incur losses for the foreseeable future, and we anticipate these losses will increase substantially as we invest in research and development activities to improve our technology and platform, market and sell our solutions to existing and new partners, add operational, financial and management information systems and personnel to support our operations and incur additional costs associated with operating as a public company. OmniAb’s ability to continue its operations is dependent upon our ability to obtain additional capital in the future and generate cash flows from operations. Funding from Ligand is our primary source of liquidity and Ligand has both the intent and ability to provide such funding to support our operations through at least 12 months following the issuance date of the financial statements. The accompanying combined 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. Emerging Growth Company OmniAb qualifies as an “emerging growth company” (EGC) as defined in Section 2(a) of the Securities Act of 1933, as amended, (Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging OmniAb’s historical results are included as a part of the Parent’s financial statements which are filed with the Securities and Exchange Commission (SEC). As a result, OmniAb tracks the effective dates and adopts all guidance applicable to it consistent with the manner that the Parent tracks and adopts all applicable guidance. However, OmniAb intends to adopt future standards at the appropriate date for emerging growth companies once it is established as a stand-alone company. This may make comparison of OmniAb’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the company’s chief operating decision-maker in deciding how to allocate resources and in assessing performance. OmniAb currently operates in one reportable business segment. Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the combined financial statements and the accompanying notes. Actual results may differ from those estimates. Concentrations of Business Risk Revenue from significant partners, which is defined as 10% or more of our total revenue, was as follows: Year-ended 2021 2020 2019 (1) Partner A 28 % 26 % 17 % Partner B 24 % 21 % 12 % Partner C 11 % 10 % 11 % (1) Partner A, B and C in 2019 represent different customers than 2020 and 2021. Accounts Receivable Our accounts receivable represents the amounts we have billed our partners and that are due to us unconditionally for services we have performed. We establish an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. During 2021, we considered the current and expected future economic and market conditions including, but not limited to, the anticipated unfavorable impacts of the surrounding novel coronavirus (COVID-19) Property and Equipment Property and equipment are stated at cost, subject to review for impairment, and depreciated over the estimated useful lives of the assets, which generally range from three to ten years, using the straight-line method. Amortization of leasehold improvements is recorded over the shorter of the lease term or estimated useful life of the related asset. Maintenance and repairs are charged to operations as incurred. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operating income or expense. Acquisitions We first determine whether a set of assets acquired constitute a business and should be accounted for as a business combination. If the assets acquired are not a business, we account for the transaction as an asset acquisition. Business combinations are accounted for by using the acquisition method of accounting which requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, we recognize separately from goodwill the identifiable assets acquired, the liabilities assumed, including contingent consideration and all contractual contingencies, generally at the acquisition date fair value. Contingent purchase consideration to be settled in cash are remeasured to estimated fair value at each reporting period with the change in fair value recorded in statement of operations. Costs that we incur to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and we charge them to general and administrative expense as they are incurred. We measure goodwill as of the acquisition date as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our financial statements in the period of change, if any. Under the acquisition method of accounting for business combinations, if we identify changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and we record the offset to goodwill. We record all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense. Goodwill, Intangible Assets and Other Long-Lived Assets Goodwill attributed to OmniAb’s combined balance sheets represents the historical goodwill balances in the OmniAb legal entities. Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if an event occurs indicating the potential for impairment. During the goodwill impairment review, we assess qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than the carrying amount, including goodwill. We operate in one reporting unit. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, cost factors, the overall financial performance, and events affecting the reporting unit. If, after assessing the totality of these qualitative factors, we determine that it is not more likely than not that the fair value of our reporting unit is less than the carrying amount, then no additional assessment is deemed necessary. Otherwise, we proceed to perform the quantitative assessment. We will then evaluate goodwill for impairment by comparing the estimated fair value of the reporting unit to its carrying value, including the associated goodwill. To determine the fair value, we generally use a combination of market approach based on OmniAb and comparable publicly traded companies in similar lines of businesses and the income approach based on estimated discounted future cash flows. Our cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors. We may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the quantitative assessment for the goodwill impairment test. We performed the annual assessment for goodwill impairment during the fourth quarter of 2021 and 2020, noting no impairment indicators under the qualitative assessment. Our identifiable intangible assets are composed of acquired core technologies, licensed technologies, contractual relationships, customer relationships and trade names. Identifiable intangible assets with finite lives are generally amortized on a straight-line basis over the assets’ respective estimated useful life. We regularly perform reviews to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. If indicators of impairment exist, an impairment test is performed to assess the recoverability of the affected assets by determining whether the carrying amount of such assets exceeds the undiscounted expected future cash flows. If the affected assets are not recoverable, we estimate the fair value of the assets and record an impairment loss if the carrying value of the assets exceeds the fair value. Factors that may indicate potential impairment include market conditions, industry and economic trends, changes in regulations, clinical success, historical and forecasted financial results, significant changes in the ability of a particular asset to generate positive cash flows, and the pattern of utilization of a particular asset. We did not identify indicators of impairment for the finite-lived intangibles and other long-lived assets at December 31, 2021 and 2020. Revenue Recognition Our revenue is generated primarily from license fees for technology access, development, regulatory and sales based milestone payments and service revenue for performance of research. We apply the following five-step model in accordance with ASC 606, Revenue from Contracts with Customers Our revenue is typically derived from our license agreements with our partners and consists of: (i) upfront or annual payments for technology access (license revenue) and payments for performance of research services; (service revenue); (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones (milestone revenue) and (iii) royalties on net sales from our partners’ product sales, if any. To date, while we have generated revenue from intellectual property and development milestones, we have not generated any revenue from commercial milestone payments or royalties on product sales. License fees are generally recognized at a point in time once we grant our customers access to our intellectual property rights. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. We recognize service revenue for contracted R&D services performed for our customers over time. We measure our progress using an input method based on the effort we expend or costs we incur toward the satisfaction of our performance obligation. We estimate the amount of effort we expend, including the time it will take us to complete the activities, or the costs we may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that we multiply by the transaction price to determine the amount of revenue we recognize each period. This approach requires us to make estimates and use judgment. If our estimates or judgments change over the course of the collaboration, they may affect the timing and amount of revenue that we recognize in the current and future periods. We include contingent milestone based payments in the estimated transaction price when there is a basis to reasonably estimate the amount of the payment and is probable of being achieved. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone based payment is sales-based, we apply the royalty recognition constraint and record revenue when the underlying sale has taken place. Significant judgments must be made in determining the transaction price for our licenses of intellectual property. Because of the risk that products in development with our partners will not reach development based milestones or receive regulatory approval, we generally recognize any contingent payments that would be due to us upon or after the development milestone or Deferred Revenue Depending on the terms of the arrangement, we may also defer a portion of the consideration received if we have to satisfy a future obligation. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the combined balance sheet. We generally receive payment at the point we satisfy our obligation or soon after. Any fees billed in advance of being earned are recorded as deferred revenue. During the year ended December 31, 2021, the amount recognized as revenue that was previously deferred at December 31, 2020 was $7.4 million. During the year ended December 31, 2020, the amount recognized as revenue that was previously deferred at December 31, 2019 was $0.4 million. During the year ended December 31, 2019, the amount recognized as revenue that was previously deferred at December 31, 2018 was $2.4 million. Disaggregation of Revenue The following table represents disaggregation of service revenue, license fees and milestone revenue (in thousands): Year ended December 31, 2021 2020 2019 License fees $ 4,500 $ 4,260 $ 5,700 Milestone revenue 10,164 7,125 7,050 Service revenue 20,084 11,883 5,568 $ 34,748 $ 23,268 $ 18,318 Milestone revenue represents variable consideration in the contracts where uncertainties have been resolved and the development milestones are probable of being achieved or were achieved. Research and Development Expenses Research and development expense consists of labor, material, equipment, and allocated facilities costs of our scientific staff who are working pursuant to our collaborative agreements and other research and development projects. Also included in research and development expenses are third-party costs incurred for our research programs including in-licensing Share-Based Compensation Certain of our employees participated in our Parent’s equity-based incentive plans. We incur share-based compensation expense related to restricted stock, shares issued under Ligand’s Employee Stock Purchase Plan (as amend and restated in 2019) (ESPP) and stock options. The Company has not issued any share-based compensation instruments on a standalone basis. Restricted stock units (RSU) and performance stock units (PSU) are all considered restricted stock. The fair value of restricted stock is determined by the closing market price of the Parent’s common stock on the date of grant. We recognize share-based compensation expense based on the fair value on a straight-line basis over the requisite service periods of the awards, taking into consideration of forfeitures as they occur. PSU generally represent right to receive a certain number of shares of common stock based on the achievement of the Parent’s corporate performance goals and continued employment during the vesting period. At each reporting period, we reassess the probability of the achievement of such corporate performance goals and any expense change resulting from an adjustment in the estimated shares to be released are treated as a cumulative catch-up We use the Black-Scholes-Merton option-pricing model to estimate the fair value of stock purchases under the ESPP and stock options granted. The model assumptions include expected volatility, term, dividends, and the risk-free interest rate. We look to historical and implied volatilities of Ligand stock to determine the expected volatility. The expected term of an award is based on historical forfeiture experience, exercise activity, and on the terms and conditions of the stock awards. The expected dividend yield is determined to be 0% given that except for 2007, during which our Parent declared a cash dividend on its common stock of $2.50 per share, our Parent has not paid any dividends on our common stock in the past and currently does not expect to pay cash dividends or make any other distributions on common stock in the future. The risk-free interest rate is based upon U.S. Treasury securities with remaining terms similar to the expected term of the share-based awards. We grant options, RSUs and PSUs to employees and non-employee Non-employee non-employee Options granted to employees typically vest 1/8 on the six m forty-two Income Taxes Income taxes as presented herein include current and deferred income taxes of Ligand allocated to our standalone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by the Accounting Standards Codification (“ASC”) Topic 740, Income Taxes financial statements of OmniAb. Similarly, the tax treatment of certain items reflected in the combined financial statements of OmniAb may not be reflected in the consolidated financial statements and tax returns of Ligand; therefore, items such as net operating losses, credit carryforwards and valuation allowances may exist in the standalone financial statements that may or may not exist in Ligand’s consolidated financial statements. We provide for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates in effect when the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. We account for uncertain tax positions recognized in the combined financial statements in accordance with the provisions of Topic 740 by prescribing a more-likely-than-not In general, the taxable loss of OmniAb for the tax years ended December 31, 2021, 2020 and 2019 was included in Ligand’s U.S. consolidated federal and combined state income tax returns, where applicable. As such, separate income tax returns were not prepared for OmniAb. Consequently, income taxes currently payable are deemed to have been remitted to Ligand in the period the liability arose and income taxes currently receivable are deemed to have been received from Ligand in the period that a refund could have been recognized by OmniAb had we been a separate taxpayer, if applicable. Impact of COVID-19 The COVID-19 COVID-19 “stay-at-home” in-person COVID-19 COVID-19 In addition, if COVID-19 COVID-19 COVID-19 Accounting Standards Not Yet Adopted We do not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on our combined financial statements or disclosures. Subsequent Events We consider events or transactions that have occurred after the balance sheet date of December 31, 2021, but prior to the filing of the financial statements with the SEC to provide additional evidence relative to certain estimates or to identify matters that require additional recognition or disclosure. Subsequent events have been evaluated through the filing of this registration statement on Form S-4, | |
Avista Public Acquisition Corp. II [Member] | |||
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The valuation of the Forward Purchase and Backstop Securities required management to exercise significant judgement in its estimate. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 or December 31, 2021. As of Investments Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury bills. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of the investments held in the Trust Account are determined using available market information. At December 31, 2021, the assets held in the Trust Account were held in cash. Class A Ordinary Shares Previously Subject to Possible Redemption All of the 23,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contained a redemption feature which allowed for the redemption of such Public Shares in connection with the Company’s liquidation, and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognized changes in redemption value immediately as they occurred and adjusted the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares were affected by charges against additional paid-in As of September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,813,334 ) Issuance costs allocated to Class A ordinary shares (13,029,901 ) Plus: Remeasurement of Class A ordinary shares to redemption amount 28,593,235 Class A ordinary shares subject to possible redemption, December 31, 2021 235,750,000 Plus: Remeasurement of Class A ordinary shares to redemption amount 1,438,875 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 237,188,875 On November 1, 2022, the parties to the Merger Agreement completed the Business Combination. Holders of 21,713,864 shares of the Company’s Class A Ordinary Shares sold in the Initial Public Offering exercised their right to redeem those shares for a pro Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of income per share as the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 For the Period from February 5, 2021 (Inception) Through September 30, 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (1,973,144 ) $ (493,286 ) $ (118,394 ) $ (52,185 ) $ (6,762,069 ) $ (1,690,517 ) $ (86,633 ) $ (93,917 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 12,250,000 5,399,457 23,000,000 5,750,000 4,755,274 5,155,063 Basic and diluted net loss per share $ (0.09 ) $ (0.09 ) $ (0.01 ) $ (0.01 ) $ (0.29 ) $ (0.29 ) $ (0.02 ) $ (0.02 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note - related party, and advance from anchor investor approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Class A Ordinary Shares Subject to Possible Redemption All of the 23,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,813,334 ) Issuance costs allocated to Class A ordinary shares (13,029,901 ) Plus: Accretion of carrying value to redemption value 28,593,235 Class A ordinary shares subject to possible redemption $ 235,750,000 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 15,900,000 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from February 5, Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (335,384 ) $ (181,058 ) Denominator: Basic and diluted weighted average shares outstanding 9,857,143 5,321,429 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note — related party, and advance from anchor investor approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 amends 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 4. Acquisitions As set forth below, we completed four acquisitions from January 1, 2019 through December 31, 2021, of which two (Icagen and Ab Initio) were accounted for as business combinations and Taurus and xCella were accounted for as asset acquisitions. For business combinations, we applied the acquisition method of accounting. Accordingly, we recorded the tangible and intangible assets acquired and liabilities assumed at their estimated fair values as of the applicable date of acquisition. We did not incur any material acquisition related costs. Taurus Acquisition On September 9, 2020, we acquired Taurus, which discovers and humanize antibodies from immunized cows and cow-derived CDR-H3s The purchase price of $5.2 million included $4.6 million in cash, and a $0.5 million holdback to satisfy indemnification obligations which were settled in September 2021. Taurus stockholders also received nontransferable contingent value rights (CVRs) representing the right to receive up to $4.5 million tied to partnered and internal research and development and up to $25.0 million as a 25% share of post-clinical Taurus product revenues (including milestone payments) received by us. We evaluated this acquisition in accordance with ASC 805, Business Combinations The allocation of the consideration was allocated to the acquisition date fair values of acquired assets as follows (in thousands) Cash included in Parent company net investment $ 47 Intangibles assets with finite-life – core technologies 5,155 $ 5,202 The core technology is being amortized on a straight-line basis over the estimated useful life of 10 years. xCella Acquisition On September 8, 2020, we acquired xCella Biosciences, an antibody discovery company. xCella’s xPloration platform is a proprietary microcapillary platform that can screen single B cells for specificity and bioactivity which expand our existing single B-cell We paid $7.1 million in cash (including a $0.5 million holdback to satisfy indemnification obligations which was settled in September 2021), and issued earnout rights for up to $5.0 million tied to our use of the xCella technology for partnered research and development and for up to $25.75 million as a 25% share of any future milestone payments we received under a certain existing xCella partner arrangement. We evaluated this acquisition in accordance with ASC 805 to discern whether the assets and operations of xCella met the definition of a business. We accounted for this transaction as an asset acquisition as we concluded that substantially all of the fair value of the gross assets acquired was concentrated in the acquired core technology. As an asset acquisition, for the contingent consideration, we record that when the contingency is resolved and the consideration becomes payable, and as such no amounts were recorded as of the date of acquisition. The allocation of the consideration was allocated to the acquisition date fair values of acquired assets and assumed liabilities as follows (in thousands): Cash included in Parent company net investment and other assets $ 240 Accrued liabilities (142 ) Deferred tax liabilities, net (320 ) Intangibles assets with finite-life – core technology 7,298 $ 7,076 The core technology is being amortized on a straight-line basis over the estimated useful life of 15 years. Icagen Acquisition On April 1, 2020, we acquired the core assets of Icagen and certain of its affiliates. The Icagen Technology Platform leverages proprietary expertise in the combination of biological assays, medicinal chemistry, and in silico and computational chemistry applications for the discovery of therapeutics targeting ion channel pathways. Icagen is partnered with several globally recognized pharmaceutical companies for ion channel drug discovery. The purchase price of $19.9 million included $15.1 million cash consideration paid upon acquisition, and a contingent earnout payment to the selling shareholders of up to $25.0 million of cash payments based on certain revenue milestones with an estimated fair value of $4.8 million. The fair value of the earnout liability was determined using a probability weighted income approach incorporating the estimated future cash flows from expected future milestones. These cash flows were then discounted to present value using a discount rate based on the market participants’ cost of debt reflective of Icagen. Refer to Note 5, Fair Value Measurement underlying milestones, and any change in fair value will be recorded in our combined statements of operations. The carrying amount of the liability may fluctuate significantly and the actual amount paid may be materially different than the carrying amount of the liability. The results of Icagen have been included in our results of operations since the date of acquisition. The consideration was allocated to the acquisition date fair values of acquired assets and assumed liabilities as follows (in thousands): Property and equipment, net $ 1,173 Prepaids and other assets 588 Liabilities assumed (812 ) Deferred revenue (3,685 ) Deferred tax assets, net 821 Acquired intangibles 12,800 Goodwill (1) 9,055 $ 19,940 (1) Goodwill represents the excess of the purchase price over the preliminary fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled workforce of experienced personnel at Icagen and expected synergies. The majority of the goodwill is deductible for tax purposes. Acquired intangibles include $11.1 million of customer relationships and $1.7 million of core technology. The fair values of the customer relationships were based on a discounted cash flow analysis incorporating the estimated future cash flows from these relationships during the contractual term. These cash flows were then discounted to present value using a discount rate of 17%. The fair value of the customer relationships is being amortized on a straight-line basis over the weighted average estimated useful life of 9.6 years. The fair value of the core technology was based on the discounted cash flow method that estimated the present value of the potential royalties, milestones, and collaboration revenue streams derived from the licensing of the related technologies. These projected cash flows were discounted to present value using a discount rate of 17%. The fair value of the core technology is being amortized on a straight-line basis over the estimated useful life of 10 years. The total acquired intangibles are being amortized on a straight-line basis over the estimated weighted average useful life of 9.7 years. Ab Initio Acquisition On July 23, 2019, we acquired Ab Initio, an antigen-discovery company located in South San Francisco, California. Ab Initio has licensed a patented antigen technology owned by Stanford for the discovery of therapeutic antibodies including against difficult-to-access The purchase price of $12.0 million included $11.9 million cash consideration paid upon acquisition, net of cash acquired, and a $0.15 million cash holdback for potential indemnification claims. The purchase consideration was allocated to the acquisition date fair values of acquired assets and assumed liabilities as follows (in thousands): Cash and other assets $ 28 Accounts payable and accrued liabilities (83 ) Deferred tax liabilities, net (196 ) Intangible assets with finite-life – core technologies 7,400 Goodwill (1) 4,862 $ 12,011 (1) Goodwill represents the excess of the purchase price over the fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled workforce of experienced personnel at Ab Initio and expected synergies. None of the goodwill is deductible for tax purposes. The fair value of the core technologies was determined based on the discounted cash flow method that estimated the present value of the hypothetical royalty/milestone streams from the licensing of the antigen-discovery technology and collaboration agreement. These projected cash flows were discounted to present value using a discount rate of 12.0%. The fair value of the core technologies is being amortized on a straight-line basis over the weighted average estimated useful life of approximately 20 years. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Avista Public Acquisition Corp. II [Member] | ||
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company completed its Initial Public Offering of 23,000,000 Units, including 3,000,000 Units that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share and one | NOTE 3. INITIAL PUBLIC OFFERING The registration statement for the Company’s Initial Public Offering was declared effective on August 9, 2021. On August 12, 2021, the Company completed its Initial Public Offering of 23,000,000 Units, including 3,000,000 Units that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $230,000,000. Each Unit consists of one Class A ordinary share and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Avista Public Acquisition Corp. II [Member] | ||
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,233,333 Private Placement Warrants, including 900,000 Private Placement Warrants that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at a price of $1.50 per Private Placement Warrant ($12,350,000 in the aggregate). Each Private Placement Warrant was exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering to be held in the Trust Account. If the Company did not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants would have been used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants would have expired worthless. | NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,233,333 Private Placement Warrants, including 900,000 Private Placement Warrants that were issued pursuant to the underwriter’s exercise of its over-allotment option in full, at a price of $1.50 per Private Placement Warrant ($12,350,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share. The proceeds from the Private Placement Warrants were added to the net proceeds from the Initial Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants. |
Relationship with Parent and Re
Relationship with Parent and Related Entities | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Relationship with Parent and Related Entities | 8. Relationship with Parent and Related Entities Historically, the OmniAb business has been managed and operated in the normal course of business consistent with other affiliates of the Parent. Accordingly, certain shared costs have been allocated to OmniAb and reflected as expenses in the combined financial statements. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the historical Parent expenses attributable to OmniAb for purposes of the stand-alone financial statements. However, the expenses reflected in the combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if OmniAb historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the combined financial statements may not be indicative of related expenses that will be incurred in the future by OmniAb. General Corporate Overhead The combined statements of operations include expenses for certain centralized functions (such as information systems, accounting, treasury, audit, purchasing, human resources, legal and facilities), executive compensation and other programs provided and/or administered by Parent that are charged directly to us. A portion of these costs benefits us and is allocated to us using a pro-rata Costs of $1.6 million and $4.9 million for the three and nine months ended September 30, 2022, respectively, and $0.9 million and $3.8 million for the three and nine months ended 2021, respectively, have been reflected in the general and administrative expenses in our interim condensed combined statements of operations for our allocated share of Parent’s corporate overhead. Cash Management and Financing We participate in Ligand’s centralized cash management and financing programs and will continue to participate in Ligand’s centralized cash management until the OmniAb business becomes an independent publicly-traded company. Disbursements are made through centralized accounts payable systems which are operated by Ligand. Cash receipts are transferred to centralized accounts, also maintained by Ligand. As cash is disbursed and received by Ligand, it is accounted for by us through the Parent company net investment. All obligations are financed by Ligand and financing decisions are determined by central Ligand treasury operations. Ligand intends to transfer the assets, liabilities and operations of its OmniAb business, pursuant to the terms of a Separation Agreement, entered into among Ligand, OmniAb and APAC. Completion of the separation and distribution is subject to certain conditions. The separation is anticipated to be tax-free tax-free Equity-Based Incentive Plans Certain of our employees participate in our Parent’s equity-based incentive plans. Under the Ligand 2002 Stock Incentive Plan (2002 Plan), our employees, directors, managers and advisors were awarded share-based incentive awards in a number of forms, including nonqualified stock options. Under the 2002 Plan, our employees can be awarded share-based incentive awards which include non-statutory 1/8 1/48 forty-two Compensation costs associated with our employees’ participation in the incentive plans have been specifically identified for employees who exclusively support our operations and are allocated to us as part of the cost allocations from our Parent. The following table summarizes total share-based compensation (SBC) charged to us related to our employees’ participation in our Parent’s incentive plans, depending on the nature of the employee’s role in our operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 SBC - Research and development expenses $ 3,079 $ 2,395 $ 7,243 $ 6,902 SBC - General and administrative expenses 2,200 1,415 5,030 4,704 $ 5,279 $ 3,810 $ 12,273 $ 11,606 | 9. Relationship with Parent and Related Entities Historically, the OmniAb business has been managed and operated in the normal course of business consistent with other affiliates of the Parent. Accordingly, certain shared costs have been allocated to OmniAb and reflected as expenses in the combined financial statements. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the historical Parent expenses attributable to OmniAb for purposes of the stand-alone financial statements. However, the expenses reflected in the combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if OmniAb historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the combined financial statements may not be indicative of related expenses that will be incurred in the future by OmniAb. General Corporate Overhead The combined statements of operations include expenses for certain centralized functions (such as information systems, accounting, treasury, audit, purchasing, human resources, legal and facilities), executive compensation and other programs provided and/or administered by Parent that are charged directly to us. A portion of these costs benefits us and is allocated to us using a pro-rata Costs of $6.1 million, $3.6 million and $2.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, have been reflected in the general and administrative expenses in our combined statements of operations for our allocated share of Parent’s corporate overhead. Cash Management and Financing We participate in Ligand’s centralized cash management and financing programs and will continue to participate in Ligand’s centralized cash management until the OmniAb business becomes an independent publicly-traded company. Disbursements are made through centralized accounts payable systems which are operated by Ligand. Cash receipts are transferred to centralized accounts, also maintained by Ligand. As cash is disbursed and received by Ligand, it is accounted for by us through the Parent company net investment. All obligations are financed by Ligand and financing decisions are determined by central Ligand treasury operations. Ligand intends to transfer the assets, liabilities and operations of its OmniAb business, pursuant to the terms of a separation agreement, to be entered into between Ligand and OmniAb. Completion of the separation and distribution is subject to certain conditions, including final approval by Ligand’s board of directors. Ligand is targeting the separation of OmniAb during the second quarter of 2022. The separation is anticipated to be tax-free tax-free Equity-Based Incentive Plans Certain of our employees participate in our Parent’s equity-based incentive plans. Under the Ligand 2002 Stock Incentive Plan (2002 Plan), our employees, directors, managers and advisors were awarded share-based incentive awards in a number of forms, including nonqualified stock options. Under the 2002 Plan, our employees can be awarded share-based incentive awards which includes non-statutory forty-two months . Compensation costs associated with our employees’ participation in the incentive plans have been specifically identified for employees who exclusively support our operations and are allocated to us as part of the cost allocations from our Parent. Total costs charged to us related to our employees’ participation in our Parent’s incentive plans, depending on the nature of the employee’s role in our operations, were $15.1 million ($9.0 million in research and development expenses and $6.1 million in general and administrative expenses), $9.2 million ($5.6 million in research and development expenses and $3.6 million in general and administrative expenses) and $6.7 million ($3.9 million in research and development expenses and $2.8 million in general and administrative expenses) during the years ended December 31, 2021, 2020 and 2019, respectively. Employee Stock Purchase Plan Our eligible employees participate in our Parent’s ESPP. The ESPP permits eligible participants to purchase Ligand’s shares at a discount through regular payroll deductions of up to 10% of their eligible compensation during the offering period. The ESPP is typically implemented through consecutive six-month Costs charged to us related to our employees’ participation in our Parent’s ESPP were $0.2 million, $0.1 million and $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. | |
Avista Public Acquisition Corp. II [Member] | |||
Relationship with Parent and Related Entities | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 12, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the holders of the Founder Shares would own, on an as-converted The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- lock-up. Promissory Note — Related Party On February 12, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest Administrative Support Agreement The Company entered into an agreement, commencing on August 9, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for administrative, financial and support services. Upon the completion of the OmniAb Business Combination, the Company ceased paying these monthly fees. For the three months and nine months ended September 30, 2022, the Company incurred expenses of $30,000 and $90,000, respectively, under the agreement. For the three months ended September 30, 2021 and for the period from February 5, 2021 (inception) through September 30, 2021 the Company incurred expenses of $20,000 under the agreement. Due to Related Party Due to related party consists of payments made by the Sponsor and/or an affiliate of the Sponsor on behalf of the Company for formation and operating costs, along with the administrative support monthly fee and are payable on demand. Convertible Promissory Note In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “working capital loans”). If the Company completed the initial Business Combination, it could repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans could be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination did not close, the Company could use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Company’s Trust Account would be used to repay such loaned amounts. Up to $2,000,000 of such loans could have been convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would have been identical to the Private Placement Warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. The Company did not seek loans from parties other than the Sponsor, its affiliates or any members of the management team as the Company did not believe third parties would be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. On March 14, 2022, the Company entered into a convertible promissory note pursuant to the Working Capital Loans terms with the Sponsor (the “Sponsor Working Capital Loan”) to which the Company could borrow up to an aggregate of $750,000. The Sponsor Working Capital Loan is non-interest Audit Committee Compensation On August 24, 2022, the board of directors elected Charles Harwood to serve as a director of the Company and appointed Mr. Harwood to serve as a member of the audit committee. The board of directors has determined that Mr. Harwood satisfies all applicable independence requirements to serve on the board of directors and the audit committee, including without limitation the applicable independence requirements of the Nasdaq Capital Market and the Exchange Act, as amended. In connection with Mr. Harwood’s appointment to the audit committee, Lâle White has stepped down from the audit committee, which currently consists of Wendel Barr, Charles Harwood and William Klitgaard. The changes to the audit committee’s composition relate to the Company’s communications with the staff of Nasdaq on August 22, 2022, regarding whether the Company was in compliance with Nasdaq Listing Rule 5605(c)(2) following the phase-in Upon consummation of the OmniAb Business Combination, the Company paid Mr. Harwood a $10,000 fee for his services as a director and member of the audit committee. This fee is included as part of accrued expenses on the balance sheet as of September 30, 2022. In connection with Mr. Harwood’s appointment, he and the Company entered into an indemnification agreement and a letter agreement, the terms of which were described in, and the forms of which were filed as exhibits to, the Company’s registration statement relating to the Company’s Initial Public Offering. | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 12, 2021, the Sponsor paid an aggregate of $25,000 to cover certain expenses on behalf of the Company in exchange for the issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). The Founder Shares include an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the holders of the Founder Shares will own, on an as-converted The Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares will not be transferred, assigned, or sold until the earlier of (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after an initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if (1) the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- 150 day lock-up. Promissory Note — Related Party On February 12, 2021, the Company issued an unsecured promissory note to the Sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to an aggregate of $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest Administrative Support Agreement The Company entered into an agreement, commencing on August 9, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for administrative, financial and support services. Upon the completion of an initial Business Combination, the Company will cease paying these monthly fees. Under this agreement, $46,129 of expenses were incurred during the period from February 5, 2021 (inception) through December 31, 2021. Due to Related Party Due to related party consists of advances from the Sponsor to pay for offering costs and formation costs on behalf of the Company and are payable on demand. Related Party Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Company’s sponsor or an affiliate of the sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes the initial Business Combination, it may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the Company’s trust account would be used to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Company’s sponsor, its affiliates or any members of the management team as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account. As of December 31, 2021, there was no balance outstanding under the Working Capital Loans. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 4. Income Tax Our effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in various state jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible | 8. Income Taxes We have historically operated as part of Ligand and not as a stand-alone company. We determined the OmniAb income tax provision as if OmniAb had joined in the consolidated federal income tax return and combined state income tax returns separate from Ligand. We recorded a current state income tax expense for the tax years ended December 31, 2021, 2020 and 2019 for certain OmniAb state minimum taxes. We recorded a deferred federal and state income tax benefit for the year ended December 31, 2021 and 2020 to reflect the change in the net deferred tax liability for the period. We recorded a deferred federal tax benefit and deferred state tax expense for the year ended December 31, 2019 to reflect the change in the net deferred tax liability for the period. The components of the income tax expense (benefit) for continuing operations are as follows (in thousands): Year ended December 31, 2021 2020 2019 Current expense (benefit): Federal $ — $ — $ — State 17 14 5 17 14 5 Deferred expense (benefit): Federal (6,756 ) (3,662 ) (2,779 ) State (569 ) (2,523 ) 3,336 (7,325 ) (6,185 ) 557 Income tax expense (benefit) $ (7,308 ) $ (6,171 ) $ 562 A reconciliation of income tax expense (benefit) from continuing operations to the amount computed by applying the statutory federal income tax rate to the net loss from continuing operations is summarized as follows (in thousands): Year ended December 31, 2021 2020 2019 Tax at federal statutory rate $ (7,214 ) $ (4,983 ) $ (2,736 ) State, net of federal benefit (350 ) (188 ) (207 ) Contingent liabilities (168 ) (12 ) (172 ) Share-based compensation 1,143 1,253 847 Research and development credits (1,064 ) (573 ) — Change in uncertain tax positions 119 (6 ) — State tax rate change 37 (1,596 ) 2,840 Change in valuation allowance 228 — — Other (39 ) (66 ) (10 ) $ (7,308 ) $ (6,171 ) $ 562 We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. Significant components of the our deferred tax assets and liabilities as of December 31, 2021 and 2020 are shown below. We assess the positive and negative evidence to determine if sufficient future taxable income will be generated to use the existing deferred tax assets. Our evaluation of evidence resulted in management concluding that the majority of the our deferred tax assets will be realized. We offset all deferred tax assets and liabilities by jurisdiction, as well as any related valuation allowance, and present them on our consolidated balance sheet as a non-current December 31, 2021 2020 Deferred assets: Net operating loss carryforwards $ 6,618 $ 4,492 Research credit carryforwards 2,803 1,991 Stock compensation 1,703 1,373 Deferred revenue 1,768 772 Operating lease liabilities 3,088 577 Other 1,488 1,015 Valuation allowance for deferred tax assets (526 ) (403 ) Net deferred tax assets $ 16,942 $ 9,817 Deferred tax liabilities: Identified intangibles (35,114 ) (37,479 ) Operating lease assets (2,973 ) (560 ) Other (817 ) (703 ) Net deferred tax liabilities $ (38,904 ) $ (38,742 ) Deferred income taxes, net $ (21,962 ) $ (28,925 ) As of December 31, 2021, we had federal net operating loss carryforwards set to expire through 2037 of $27.3 million and $12.6 million of state net operating loss carryforwards that begin to expire in 2032. We also have $1.9 million of federal research and development credit carryforwards, which expire through 2028. We have $2.0 million of California research and development credit carryforwards that have no expiration date. Pursuant to Section 382 and 383 of the Internal Revenue Code of 1986, as amended, utilization of our net operating losses and credits may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating losses and credits prior to utilization. The deferred tax assets as of December 31, 2021 are net of any previous limitations due to Sections 382 and 383. We account for income taxes by evaluating a probability threshold that a tax position must meet before a financial statement benefit is recognized. The minimum threshold is a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Our remaining liabilities for uncertain tax positions are presented net of the deferred tax asset balances on the accompanying combined balance sheet. A reconciliation of the amount of unrecognized tax benefits at December 31, 2021, 2020 and 2019 is as follows (in thousands): Year ended December 31, 2021 2020 2019 Balance at beginning of year $ 766 $ 589 $ 556 Additions based on tax positions related to the current year 128 94 — Additions for tax positions of prior years — 87 33 Reductions for tax positions in prior years — (4 ) — Balance at end of year $ 894 $ 766 $ 589 Included in the balance of unrecognized tax benefits at December 31, 2021 is $0.8 million of tax benefits that, if recognized would impact the effective rate. There are no positions for which it is reasonably possible that the uncertain tax benefit will significantly increase or decrease within twelve months. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2021, 2020 and 2019, we recognized an immaterial amount of interest and penalties. We file income tax returns in the United States and various state jurisdictions with varying statutes of limitations. The federal statute of limitation remains open for the 2018 tax year to the present. The state income tax returns generally remain open for the 2017 tax year through the present. Net operating loss and research credit carryforwards arising prior to these years are also open to examination if and when utilized. |
Commitment and Contingencies_ L
Commitment and Contingencies: Legal Proceedings | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | 5. Commitment and Contingencies: Legal Proceedings From time to time, we have been and may be involved in various legal proceedings arising in our ordinary course of business. In the opinion of management, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our combined financial statements, cash flows or financial position and it is not possible to provide an estimated amount of any such loss. However, the outcome of disputes is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable resolution of one or more matters could materially affect our future results of operations or cash flows, or both, in a particular period. | 10. Commitments and Contingencies: Legal Proceedings From time to time, we have been and may be involved in various legal proceedings arising in our ordinary course of business. In the opinion of management, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our combined financial statements, cash flows or financial position and it is not possible to provide an estimated amount of any such loss. However, the outcome of disputes is inherently uncertain. Therefore, although management considers the likelihood of such an outcome to be remote, an unfavorable resolution of one or more matters could materially affect our future results of operations or cash flows, or both, in a particular period. | |
Avista Public Acquisition Corp. II [Member] | |||
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration and Shareholder Rights Agreement Pursuant to a registration rights agreement entered into on August 9, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) had registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. Underwriting Agreement The underwriters purchased Units at a purchase price of $9.80 per Unit (i.e., at a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate) upon the closing of the Initial Public Offering and the exercise of the over-allotment in full on August 12, 2021. In addition, the Company agreed to pay the underwriters a deferred underwriting fee of up to $0.35 per Unit, or $8,050,000 in the aggregate, which would be payable to the underwriters upon the consummation of the initial Business Combination, except that the Company’s management team would be permitted, in its sole discretion, to allocate up to 50% of the deferred underwriting fee, or $4,025,000 in the aggregate, to third parties that assist in identifying and consummating an initial Business Combination. On August 17, 2022, Credit Suisse waived its right to 50%, or $4,025,000 in the aggregate, of the deferred underwriting fee, and the Company has determined not to pay the 50% to any other advisors. Forward Purchase Agreement In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement with the Sponsor which provides for the purchase of an aggregate of 10,000,000 Class A ordinary shares plus an aggregate of 3,333,333 redeemable warrants to purchase Class A ordinary shares at $11.50 per share, for an aggregate purchase price of $100,000,000, in the private placement. The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Company’s Public Shareholders. The forward purchase securities were issued in connection with the closing of the initial Business Combination. The proceeds from the sale of forward purchase securities were used as part of the consideration to the sellers in the Company’s initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company. On March 23, 2022, in connection with the execution of the Merger Agreement, the Company entered into the A&R FPA with the Sponsor and Legacy OmniAb. Pursuant to the A&R FPA, the Company agreed that, in connection with the consummation of the OmniAb Business Combination, they would issue and sell to the Sponsor 1,500,000 shares of OmniAb Common Stock and warrants to acquire 1,666,667 shares of OmniAb Common Stock for an aggregate purchase price of $15.0 million with such purchases to be consummated immediately following the re-domestication order to backstop shareholder redemptions to the extent such redemptions would result in the cash proceeds to be received by OmniAb stockholders from the Trust Account to be less than $100.0 million. The A&R FPA also provided that in the event the Merger Agreement was terminated by Ligand under circumstances in which the Termination Fee (as defined in the Merger Agreement) would be payable under the Merger Agreement, Ligand would pay the Sponsor a termination fee of $12.5 million in connection therewith. Pursuant to the A&R FPA, in connection with the Business Combination, the Sponsor was issued 8,672,934 Backstop Shares and 1,445,489 Backstop Warrants for an aggregate purchase price of $86,729,340 in order to backstop the redemptions. In addition, pursuant to the A&R FPA, the Sponsor was issued 1,500,000 Forward Purchase Shares and 1,666,667 Forward Purchase Warrants for an aggregate purchase price of $15,000,000, on a private placement basis. As a result of the A&R FPA, the Company evaluated the modification of the equity contract, which resulted in a reclassification between equity and a liability, in which the difference between the fair value at issuance of the original forward purchase agreement and the fair value at issuance of the A&R FPA (the modification date) was treated as a deemed dividend. An amount of $225,000 was recorded to accumulated deficit as a deemed dividend upon modification of the forward purchase agreement on March 23, 2022. | NOTE 6. COMMITMENTS Registration and Shareholder Rights Agreement Pursuant to a registration rights agreement entered into on August 9, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants issued upon conversion of the Working Capital Loans) will have registration and shareholder rights to require the Company to register a sale of any of its securities held by them pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, upon the closing of the Initial Public Offering and exercise of the over-allotment in full on August 12, 2021. In addition, $0.35 per unit, or $8,050,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the Underwriting Agreement. Forward Purchase Agreement In connection with the consummation of the Initial Public Offering, the Company entered into a forward purchase agreement with the Sponsor, Avista Acquisition LP II, a Cayman Islands exempted limited partnership, which provides for the purchase of an aggregate of 10,000,000 Class A ordinary shares plus an aggregate of 3,333,333 redeemable warrants to purchase Class A ordinary shares at $11.50 per share, for an aggregate purchase price of $100,000,000, in the private placement. The obligations under the forward purchase agreement do not depend on whether any Class A ordinary shares are redeemed by the Company’s public shareholders. The forward purchase securities will be issued in connection with the closing of the initial Business Combination. The proceeds from the sale of forward purchase securities will be used as part of the consideration to the sellers in the Company’s initial Business Combination, expenses in connection with the initial Business Combination or for working capital in the post-transaction company. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Leases | 6. Leases Certain OmniAb legal entities lease office facilities and equipment primarily under various operating leases. Our operating leases have remaining contractual terms up to ten years, some of which include options to extend the leases for up to ten years. Our lease agreements do not contain any material residual value guarantees, material restrictive covenants, or material termination options. Our operating lease costs are primarily related to facility leases for administration offices and research and development facilities, and our finance leases are immaterial. Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease assets also include any upfront lease payments made and lease incentives. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. In addition to base rent, certain of our operating leases require variable payments, such as insurance and common area maintenance. These variable lease costs, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. The depreciable life of lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Operating Lease Assets and Liabilities (in thousands): September 30, 2022 December 31, 2021 Assets Operating lease assets $ 21,456 $ 13,332 Liabilities Current operating lease liabilities 1,530 578 Long-term operating lease liabilities 25,016 13,272 Total lease liabilities $ 26,546 $ 13,850 Maturity of Operating Lease Liabilities as of September 30, 2022 (in thousands): Maturity Dates Operating Leases Remaining three months ending December 31, 2022 $ 848 2023 3,455 2024 3,408 2025 3,523 2026 3,787 2027 3,885 Thereafter 14,745 Total lease payments 33,651 Less imputed interest (6,075 ) Less tenant improvement allowance (1,030 ) Present value of lease liabilities $ 26,546 During the nine months ended September 30, 2022, we had a lease commence in our Emeryville office, which resulted in an increase in lease assets and liabilities of $9.9 million each during the period. As of September 30, 2022, our operating leases had a weighted-average remaining lease term of 8.8 years and a weighted-average discount rate of 4.3%. As of December 31, 2021, our operating leases had a weighted-average remaining lease term of 9.3 years and a weighted-average discount rate of 3.9%. Cash paid for amounts included in the measurement of operating lease liabilities was $1.3 million and $2.2 million, respectively, for the three and nine months ended September 30, 2022. The operating lease expense was $1.0 million and $2.7 million for the three and nine months ended September 30, 2022, respectively. The operating lease expense was $0.4 million and $1.0 million for the three and nine months ended September 30, 2021, respectively. | 6. Leases Certain legal entities included in this combined financials lease office facilities and equipment primarily under various operating leases. Our operating leases have remaining contractual terms up to ten years, some of which include options to extend the leases for up to ten years. Our lease agreements do not contain any material residual value guarantees, material restrictive covenants, or material termination options. Our operating lease costs are primarily related to facility leases for administration offices and research and development facilities, and our finance leases are immaterial. Lease assets and lease liabilities are recognized at the commencement of an arrangement where it is determined at inception that a lease exists. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are initially recognized based on the present value of lease payments over the lease term calculated using our incremental borrowing rate generally applicable to the location of the lease asset, unless the implicit rate is readily determinable. Lease assets also include any upfront lease payments made and lease incentives. Lease terms include options to extend or terminate the lease when it is reasonably certain that those options will be exercised. In addition to base rent, certain of our operating leases require variable payments, such as insurance and common area maintenance. These variable lease costs, other than those dependent upon an index or rate, are expensed when the obligation for those payments is incurred. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases and for operating leases is recognized on a straight-line basis over the lease term. The depreciable life of lease assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. During the year ended December 31, 2021, we entered into several new lease agreements including our Emeryville headquarter and animal facility expansion and a new Icagen office lease, which resulted in an increase in operating lease right of use assets of $12.7 million and lease liabilities of $13.2 million as of December 31, 2021 for the portion of the lease with a starting accounting lease commencement date during the period. Operating Lease Assets and Liabilities (in thousands): December 31, December 31, Assets Operating lease assets $ 13,332 $ 2,499 Liabilities Current operating lease liabilities 578 579 Long-term operating lease liabilities 13,272 2,012 Total operating lease liabilities $ 13,850 $ 2,591 Maturity of Operating Lease Liabilities as of December 31, 2021 (in thousands): Maturity Dates Operating 2022 $ 2,122 2023 2,178 2024 2,249 2025 2,384 2026 2,433 Thereafter 10,414 Total lease payments 21,780 Less imputed interest (3,603 ) Less tenant improvement allowance (4,327 ) Present value of operating lease liabilities $ 13,850 As of December 31, 2021, our operating leases have a weighted-average remaining lease term of 9.3 years and a weighted-average discount rate of 4%. As of December 31, 2020, our operating leases have a weighted-average remaining lease term of 4.7 years and a weighted-average discount rate of 7%. Cash paid for amounts included in the measurement of operating lease liabilities was $1.1 million and $0.7 million for the years ended December 31, 2021 and 2020, respectively. Operating lease expense was $1.6 million, $0.7 million and $0.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Balance Sheet Account Details
Balance Sheet Account Details | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Balance Sheet Account Details [Abstract] | ||
Balance Sheet Account Details | 7. Balance Sheet Account Details Property and equipment Property and equipment are stated at cost and consist of the following (in thousands): September 30, 2022 December 31, 2021 Lab and office equipment $ 6,443 $ 6,410 Leasehold improvements 17,639 3,495 Computer equipment and software 487 182 24,569 10,087 Less: accumulated depreciation and amortization (5,194 ) (3,292 ) Total property and equipment, net $ 19,375 $ 6,795 Depreciation of equipment is computed using the straight-line method over the estimated useful lives of the assets which range from three to ten years. Leasehold improvements are amortized using the straight-line method over their estimated useful lives or their related lease term, whichever is shorter. Depreciation expense for the three and nine months ended September 30, 2022 was $0.7 million and $1.9 million, respectfully. Depreciation expense for the three and nine months ended September 30, 2021 was $0.4 million and $1.0 million, respectively. Goodwill and identifiable intangible assets Goodwill and other identifiable intangible assets consist of the following (in thousands): September 30, 2022 December 31, 2021 Indefinite-lived intangible assets Goodwill $ 83,979 $ 83,979 Definite lived intangible assets Complete technology 227,129 227,403 Less: accumulated amortization (68,980 ) (60,099 ) Customer relationships 11,100 11,100 Less: accumulated amortization (2,975 ) (2,083 ) Total goodwill and other identifiable intangible assets, net $ 250,253 $ 260,300 Amortization of finite-lived intangible assets is computed using the straight-line method over the estimated useful life of the asset of up to 20 years. Amortization expense for the three and nine months ended September 30, 2022 was $3.3 million and $9.8 million, respectively. Amortization expense for the three and nine months ended September 30, 2021 was $3.3 million and $9.7 million, respectively. Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 30, 2022 December 31, 2021 Compensation $ 2,249 $ 2,320 Professional fees 1,679 67 Royalties owed to third parties 124 296 Acquisition related liabilities — 1,000 Other 40 63 Total accrued liabilities $ 4,092 $ 3,746 | 7. Balance Sheet Account Details Property and equipment are stated at cost and consist of the following (in thousands): December 31, 2021 2020 Lab and office equipment $ 6,410 $ 3,872 Leasehold improvements 3,495 732 Computer equipment and software 182 182 10,087 4,786 Less accumulated depreciation and amortization (3,292 ) (1,306 ) $ 6,795 $ 3,480 Depreciation of equipment is computed using the straight-line method over the estimated useful lives of the assets which range from three to Goodwill and identifiable intangible assets consist of the following (in thousands): December 31, 2021 2020 Indefinite-lived intangible assets Goodwill $ 83,979 $ 83,979 Definite-lived intangible assets Complete technology 227,403 224,758 Less: Accumulated amortization (60,099 ) (48,321 ) Customer relationships 11,100 11,100 Less: Accumulated amortization (2,083 ) (893 ) Total goodwill and other identifiable intangible assets, net $ 260,300 $ 270,623 Amortization of finite-lived intangible assets is computed using the straight-line method over the estimated useful life of the asset of up to 20 years. Amortization expense of $13.0 million, $11.8 million and $10.3 million was recognized for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated amortization expense for the years ending December 31, 2022 through 2026 is $13.0 million per year. For each of the years ended December 31, 2021, 2020 and 2019, there was no impairment of intangible assets with finite lives. Accrued liabilities consist of the following (in thousands): December 31, 2021 2020 Compensation $ 2,320 $ 1,495 Professional fees 67 22 Royalties owed to third parties 296 272 Subcontractor — 482 Acquisitions related liabilities 1,000 1,500 Other 63 185 $ 3,746 $ 3,956 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Avista Public Acquisition Corp. II [Member] | ||
Class of Stock [Line Items] | ||
SHAREHOLDERS' EQUITY (DEFICIT) | NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT) Preference shares Class A ordinary shares Class B ordinary shares as-converted Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s Amended and Restated Memorandum and Articles of Association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of directors out of funds legally available therefor. Prior to the Company’s initial Business Combination, (i) only holders of the founder shares will have the right to vote on the appointment of directors and (ii) in a vote to continue the Company in a jurisdiction outside the Cayman Islands (which requires the approval of at least two thirds of the votes of all ordinary shares), holders of the Company’s Class B ordinary shares will have ten votes for every Class B ordinary share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. These provisions of the Company’s Amended and Restated Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of the ordinary shares who attend and vote at the Company’s general meeting which shall include the affirmative vote of a simple majority of the Class B ordinary shares. Holders of the public shares will not be entitled to vote on the appointment of directors prior to the initial Business Combination. In addition, prior to the completion of an initial Business Combination, holders of a majority of the founder shares may remove a member of the board of directors for any reason. In connection with the initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial Business Combination. Redeemable Warrants The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying of the obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement (which may be a post-effective amendment to the registration statement of which the Company’s prospectus is a part or any other applicable registration statement) for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at it’s option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, will not be required to file or maintain in effect a registration statement, and will use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, and the Company will use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if the Company is not the surviving company in the Company’s initial Business Combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants. If the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a sub-division sub-division In addition, if the Company, at any time while the warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to all or substantially all of the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. The Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Company’s Initial Public Offering except that the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants). The Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering. The Company accounts for the 15,900,000 warrants issued in connection with the Initial Public Offering (including 7,666,667 Public Warrants and 8,233,333 Private Placement Warrants ), and will account for the 3,333,334 Forward Purchase Warrants and Backstop Warrants to be issued in connection with the OmniAb Business Combination, in accordance with the guidance contained in ASC 815-40. | NOTE 7. SHAREHOLDERS’ DEFICIT Preference shares — Class A ordinary shares — Class B ordinary shares — as-converted Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders except as required by law. Unless specified in the Company’s Amended and Restated Memorandum and Articles of Association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are voted is required to approve any such matter voted on by the shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds ordinary share and holders of the Class A ordinary shares will have one vote for every Class A ordinary share. These provisions of the Company’s Amended and Restated Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of the ordinary shares who attend and vote at the Company’s general meeting which shall include the affirmative vote of a simple majority of the Class B ordinary shares. Holders of the public shares will not be entitled to vote on the appointment of directors prior to the initial Business Combination. In addition, prior to the completion of an initial Business Combination, holders of a majority of the founder shares may remove a member of the board of directors for any reason. In connection with the initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target with respect to voting and other corporate governance matters following completion of the initial Business Combination. Redeemable Warrants — The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying of the obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit. The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement (which may be a post-effective amendment to the registration statement of which the Company’s prospectus is a part or any other applicable registration statement) for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at it’s option, require holders of warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, will not be required to file or maintain in effect a registration statement, and will use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, and the Company will use commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. Redemption of warrants Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $18.00 redemption trigger price (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued. No fractional Class A ordinary shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of Class A ordinary shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the Class A ordinary shares pursuant to the warrant agreement (for instance, if the Company is not the surviving company in the Company’s initial Business Combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the Class A ordinary shares, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants. If the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a sub-division sub-division In addition, if the Company, at any time while the warrants are outstanding and unexpired, pays a dividend or makes a distribution in cash, securities or other assets to all or substantially all of the holders of the Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day Whenever the number of Class A ordinary shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s sponsor or its affiliates, without taking into account any founder shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. The Private Placement Warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in the Company’s Initial Public Offering except that the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination (except pursuant to limited exceptions to the Company’s officers and directors and other persons or entities affiliated with the initial purchasers of the Private Placement Warrants). The Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the Initial Public Offering. The Company accounts for the 15,900,000 warrants issued in connection with the Initial Public Offering (including 7,666,667 Public Warrants and 8,233,333 Private Placement Warrants), and will account for the 3,333,333 Forward Purchase Warrants to be issued in connection with the initial Business Combination, in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
FAIR VALUE MEASUREMENTS | 3. Fair Value Measurements We measure certain financial liabilities at fair value on a recurring basis. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. We establish a three-level hierarchy to prioritize the inputs used in measuring fair value. The levels are described below with level 1 having the highest priority and level 3 having the lowest: Level 1 - Observable inputs such as quoted prices in active markets Level 2 - Inputs other than the quoted prices in active markets that are observable either directly or indirectly Level 3 - Unobservable inputs in which there is little or no market data, which require our company to develop its own assumptions Liabilities Measured on a Recurring Basis The following table presents the hierarchy for our liabilities measured at fair value (in thousands): September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities: Icagen contingent liabilities (1) $ — $ — $ 5,332 $ 5,332 $ — $ — $ 7,364 $ 7,364 xCella contingent liabilities (2) — — 480 480 — — — — Total liabilities $ — $ — $ 5,812 $ 5,812 $ — $ — $ 7,364 $ 7,364 1. The fair value of Icagen contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on certain revenue milestones as defined in the asset purchase agreement with Icagen. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. During the year ended December 31, 2021, we paid $1.1 million towards the contingent liability based on revenue milestones to former Icagen shareholders. During the nine months ended September 30, 2022, we paid $1.5 million towards the contingent liability based on revenue milestones to former Icagen shareholders. 2. The xCella contingent liability is determined when the contingency is resolved and the consideration becomes payable. Management concluded that no earnout liability would be recognized at the acquisition date in September 2020. During the year ended December 31, 2021, we paid $0.7 million towards the contingent liability based on revenue milestones to former xCella shareholders. During the nine months ended September 30, 2022, we paid $1.0 million towards the contingent liability based on revenue milestones to former xCella shareholders. A reconciliation of the level 3 financial instruments as of September 30, 2022 is as follows (in thousands): Fair value of level 3 financial instruments as of December 31, 2021 $ 7,364 Payments to CVR holders (2,505 ) Fair value adjustments to contingent liabilities (487 ) Contingent liabilities from xCella asset acquisition 1,440 Fair value of level 3 financial instruments as of September 30, 2022 $ 5,812 The carrying amounts reported in our combined balance sheets for accounts receivable, other assets, accounts payable and other accrued expenses approximate fair value due to their relatively short periods to maturity. Assets Measured on a Non-Recurring We apply fair value techniques on a non-recurring We evaluate goodwill and indefinite-lived intangible assets annually for impairment and whenever circumstances occur indicating that goodwill might be impaired. We determine the fair value of our reporting unit based on a combination of inputs, including the market capitalization of Ligand, as well as level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly. We determine the fair value of our indefinite-lived intangible assets using the income approach based on level 3 inputs. There was no impairment of our goodwill, indefinite-lived assets, or long-lived assets recorded during the nine months ended September 30, 2022 and 2021. | 5. Fair Value Measurement We measure certain financial liabilities at fair value on a recurring basis. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. We establish a three-level hierarchy to prioritize the inputs used in measuring fair value. The levels are described below with level 1 having the highest priority and level 3 having the lowest: Level 1 — Observable inputs such as quoted prices in active markets Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly Level 3 — Unobservable inputs in which there is little or no market data, which require our company to develop its own assumptions Liabilities Measured on a Recurring Basis The following table presents the hierarchy for our liabilities measured at fair value (in thousands): December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities: Crystal contingent liabilities (1) $ — $ — $ — $ — $ — $ — $ 800 $ 800 Icagen contingent liabilities (2) — — 7,364 7,364 — — 6,404 6,404 Total liabilities $ — $ — $ 7,364 $ 7,364 $ — $ — $ 7,204 $ 7,204 (1) We acquired Crystal Bioscience in October 2017. The fair value of Crystal contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on development or regulatory milestones as defined in the merger agreement with Crystal. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. Changes in these estimates may materially affect the fair value. During the year ended December 31, 2020, we paid $1.8 million contingent liability on development milestones to former Crystal shareholders. During the year ended December 31, 2021, we made no payments former Crystal shareholders for contingent liability on development milestones. (2) The fair value of Icagen contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on certain revenue milestones as defined in the asset purchase agreement with Icagen. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. Changes in these estimates may materially affect the fair value. During the year ended December 31, 2020, we paid $0.5 million contingent liability based on revenue milestones to former Icagen shareholders. During the year ended December 31, 2021, we paid $1.1 million contingent liability based on revenue milestones to former Icagen shareholders. A reconciliation of the level 3 financial instruments as of December 31, 2021 and 2020 is as follows (in thousands): Fair value of level 3 financial instruments as of January 1, 2020 $ 2,659 Payments to CVR holders and other contingent payments (2,325 ) Fair value adjustments to contingent liabilities 2,070 Contingent liabilities from Icagen acquisition 4,800 Fair value of level 3 financial instruments as of December 31, 2020 $ 7,204 Payments on contingent liabilities (1,770 ) Fair value adjustments to contingent liabilities 1,210 Contingent liabilities from xCella asset acquisition (1) 720 $ 7,364 (1) The xCella contingent liabilities is determined when the contingency is resolved and the consideration becomes payable. Management concluded that no earnout liability would be recognized at the acquisition date in September 2020. During the year ended December 31, 2021, management paid $0.7 million of earnout liability to be allocated to the cost of the acquired assets due to contingencies being met as part of the acquisition agreement. The carrying amounts reported in our combined balance sheets for accounts receivable, other assets, accounts payable and other accrued expenses approximate fair value due to relatively short periods to maturity. Assets Measured on a Non-Recurring We apply fair value techniques on a non-recurring We evaluate goodwill and indefinite-lived intangible assets annually for impairment and whenever circumstances occur indicating that goodwill might be impaired. We determine the fair value of our reporting unit based on a combination of inputs, including the market capitalization of Ligand, as well as Level 3 inputs such as discounted cash flows, which are not observable from the market, directly or indirectly. We determine the fair value of our indefinite-lived intangible assets using the income approach based on Level 3 inputs. There were no impairment of our goodwill, indefinite-lived assets, or long-lived assets recorded during the years ended December 31, 2021 and 2020. |
Avista Public Acquisition Corp. II [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
FAIR VALUE MEASUREMENTS | NOTE 8. FAIR VALUE MEASUREMENTS The following tables present information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2022 Assets Investments held in Trust Account $ 237,188,875 $ 237,188,875 $ — $ — Liabilities Derivative liability - Forward Purchase and Backstop Securities $ 1,595,500 $ — $ — $ 1,595,500 The Forward Purchase and Backstop Securities were fair valued based on the difference between the current fair values of each of the underlying components of the agreement (i.e. the Class A ordinary shares and the warrants) and the present value of the contractual forward prices. As the Backstop Securities only apply in the event of and to the extent that the funds in the Company’s Trust Account falls below $100 million as the result of redemptions, the valuation considered an expected redemption rate based on redemption rates exhibited by similar companies in the market during the third quarter of 2022 and the expected post-redemption Trust Account balance. As the Forward Purchase and Backstop Securities will only apply in the event that the Company completes an initial business combination, the value reflects the probability of completing an initial business combination. As of September 30, 2022, the derivative liability for the Forward Purchase and Backstop Securities is classified as Level 3 due to the use of unobservable inputs. The following table provides the significant inputs to the valuation for the Forward Purchase and Backstop Securities liability as of March 23, 2022 (initial measurement): As of March 23, 2022 (Initial Measurement) Fair value of Forward Purchase and Backstop Securities $ 10.34 Present value of Forward Purchase and Backstop Securities $ 10.00 Time to Business Combination (years) 0.52 Risk-free rate 0.95 % Discount factor 99.50 % Expected redemption rate 85.00 % Probability of completing an initial Business Combination 32.50 % Fair value of Forward Purchase and Backstop Securities $ 448,380 The following table provides the significant inputs to the valuation for the Forward Purchase and Backstop Securities liability as of September 30, 2022: At September 30, 2022 Fair value of Forward Purchase and Backstop Securities $ 10.20 Present value of Forward Purchase and Backstop Securities $ 10.00 Time to Business Combination (years) 0.08 Risk-free rate 2.80 % Discount factor 99.80 % Expected redemption rate 85.00 % Probability of completing an initial Business Combination 50.00 % Fair value of Forward Purchase and Backstop Securities $ 1,595,500 The following table presents the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value: Fair value as of December 31, 2021 $ — Initial measurement as of March 23, 2022 448,380 Change in fair value 591,310 Fair value as of March 31, 2022 1,039,690 Change in fair value (656,300 ) Fair value as of June 30, 2022 383,390 Change in fair value 1,212,110 Fair value as of September 30, 2022 $ 1,595,500 The Company recognized a loss in connection with changes in the fair value of the Forward Purchase and Backstop Securities of $1,212,110 and $0 within change in fair value of Forward Purchase and Backstop Securities in the condensed consolidated statements of operations for the three months ended September 30, 2022 and for the three months ended September 30, 2021, respectively. The Company recognized a loss in connection with changes in the fair value of the Forward Purchase and Backstop Securities of $1,147,120 and $0 within change in fair value of Forward Purchase and Backstop Securities in the condensed consolidated statements of operations for the nine months ended September 30, 2022 and for the period from February 5, 2021 (inception) through September 30, 2021, respectively. As of December 31, 2021, the Company had no financial assets or liabilities measured at fair value on a recurring basis. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||
SUBSEQUENT EVENTS | 9. Subsequent Event For the purposes of the financial statements as of September 30, 2022 and the three and nine months then ended, the Company has evaluated subsequent events through the date on which the financial statements were issued. Business Combination closing of APAC and OmniAb On November 1, 2022, Ligand completed the separation (the “Separation”) of its antibody discovery business and certain related assets and liabilities through a spin-off of OmniAb to Ligand’s shareholders of record as of October 26, 2022 (the “Record Date”) on a pro rata basis (the “Distribution”) and merger (the “Merger”) of OmniAb with a wholly owned subsidiary of APAC in a Reverse Morris Trust transaction (collectively, the “Transactions”) pursuant to the Merger Agreement and the Separation Agreement (collectively with the other related transaction documents, the “Transaction Agreements”). The day prior to the Closing, OmniAb was renamed OmniAb Operations, Inc. and APAC was renamed OmniAb, Inc. (“New OmniAb”). Pursuant to the Transaction Agreements, Ligand contributed to OmniAb cash and certain assets and liabilities constituting the OmniAb business, including certain related subsidiaries of Ligand, to OmniAb (the “Contribution”). In consideration for the Contribution, OmniAb issued to Ligand additional shares of OmniAb common stock such that the number of shares of OmniAb common stock then outstanding equaled the number of shares of OmniAb common stock necessary to effect the Distribution. Pursuant to the Distribution, Ligand shareholders as of the Record Date received one share of OmniAb common stock for each share of Ligand common stock held as of such date. Pursuant to the Merger Agreement, each share of OmniAb common stock was thereafter exchanged for the right to receive 4.90007 shares of New OmniAb common stock and 0.75842 shares of New OmniAb common stock subject to price-based earnout triggers (the “Earnout Shares”). The Earnout Shares will vest based upon the achievement of certain volume-weighted average trading prices (VWAP) for shares of New OmniAb for any 20 30 As of the Closing, New OmniAb expected to have approximately $95.8 million of net cash. On November 2, 2022, New OmniAb began regular-way trading on NASDAQ under the ticker symbol “OABI.” Ligand continues to trade under the ticker symbol “LGND.” | |
Avista Public Acquisition Corp. II [Member] | ||
Subsequent Event [Line Items] | ||
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as mentioned below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On November 1, 2022, the parties to the Merger Agreement completed the Business Combination. Holders of 21,713,864 shares of the Company’s Class A Ordinary Shares sold in the Initial Public Offering exercised their right to redeem those shares for a pro rata portion of the Trust Account holding the proceeds from the Company’s Initial Public Offering, calculated as of two business days prior to the extraordinary general meeting of the shareholders, at a price of approximately $10.32 per share, for an aggregate of approximately $224 million. The per share redemption price of approximately $10.32 for public shareholders electing redemption was paid out of the Trust Account. For more information regarding the Business Combination, see Note 1, Note 2, Note 6 and OmniAb’s Current Report on Form 8-K | NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than the items disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On March 14, 2022, the Company entered into a promissory note pursuant to the Working Capital Loans terms as outlined in Note 5 with the Sponsor (the “Sponsor Working Capital Loan”) to which the Company could borrow up to an aggregate of $750,000. The Sponsor Working Capital Loan is non-interest Company is effective. The unpaid principal balance on the Sponsor Working Capital Loan may be convertible into warrants at the option of the Sponsor at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On March 15, 2022, the Company drew down $500,000 under the Sponsor Working Capital Loan. Proposed Business Combination On March 23, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Ligand”), OmniAb, Inc., a Delaware corporation and wholly-owned subsidiary of Ligand (“OmniAb” and, together with Ligand, collectively, the “Companies”), and Orwell Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which we will combine with OmniAb, Ligand’s antibody discovery business (the “OmniAb Business”), in a Reverse Morris Trust transaction. Also on March 23, 2022, and in connection with the execution of the Merger Agreement, (a) the Company, Ligand, OmniAb and Merger Sub entered into that certain Employee Matters Agreement, (the “Employee Matters Agreement”), (b) OmniAb and our sponsor entered into that certain sponsor insider letter agreement (the “Sponsor Insider Agreement”) with the Company and certain insiders of the Company (the “Insiders”) and (c) we amended and restated that certain forward purchase agreement, dated August 9, 2021, by entering into the amended and restated forward purchase agreement (the “A&R FPA”), by and among the Company, our sponsor and OmniAb. Immediately prior to the Merger (as defined below) and pursuant to a Separation and Distribution Agreement, dated as of March 23, 2022, among the Company, Ligand and OmniAb (the “Separation Agreement”), Ligand will, among other things and subject to the terms and conditions of the Separation Agreement, transfer the OmniAb Business, including certain related subsidiaries of Ligand, to OmniAb and, in connection therewith, will distribute (the “Distribution”) to Ligand stockholders 100% of the common stock of OmniAb, par value $0.001 (the “OmniAb Common Stock”). Immediately following the Distribution, in accordance with and subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into OmniAb (the “Merger”), with OmniAb continuing as the surviving company in the Merger and as a wholly-owned subsidiary of the Company. The Merger Agreement, along with the Separation Agreement and the other transaction documents to be entered into in connection therewith, provides for, among other things, the consummation of the following transactions (collectively, the “OmniAb Business Combination”): (i) we will redomicile by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and with Section 206 of the Cayman Islands Companies Act (As Revised) at least one business day prior to the closing of the proposed OmniAb Business Combination (the “Domestication”), (ii) Ligand will transfer the OmniAb Business (the “Separation”) to its wholly-owned subsidiary, OmniAb, and contribute $15 million in capital thereto (less certain transaction and other expenses), and (iii) following the Separation, Ligand will distribute 100% of the shares of OmniAb Common Stock, to Ligand stockholders by way of the Distribution. Following the completion of the foregoing transactions and subject to the satisfaction or waiver of certain other conditions set forth in the Merger Agreement, the parties shall consummate the Merger. The Distribution and Merger are intended to qualify as “tax-free” Upon consummation of the proposed OmniAb Business Combination, and after the Domestication, we will have one class of common stock, par value $0.0001 per share (the “APAC Common Stock”), which will be listed on Nasdaq under the ticker symbol “OABI.” Our then-outstanding warrants will be listed on Nasdaq under the ticker symbol “OABIW.” At the time the proposed OmniAb Business Combination is effected (the “Closing”), each share of OmniAb Common Stock outstanding after the Distribution and immediately prior to the effective time of the Merger will be converted into a number of shares of APAC Common Stock based on an exchange ratio determined by reference to a pre-money In addition, at the Closing, holders of OmniAb Common Stock and equity awards will also receive earnout consideration in the form of an additional 15,000,000 shares of APAC Common Stock (the “OmniAb Earnout Shares”), with 50% of such earnout shares vesting upon the combined company’s achievement of a post-transaction volume-weighted average price (“VWAP”) of $12.50 per share of APAC Common Stock for any 20 trading days over a consecutive 30 trading-day trading-day In connection with the proposed OmniAb Business Combination, upon the Domestication (i) all issued and outstanding Class A ordinary shares and Class B ordinary shares will convert automatically, on a one-for-one one-third The consummation of the proposed OmniAb Business Combination is subject to certain conditions as further described in the Merger Agreement. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Basis of Presentation and Combination | Basis of Presentation and Combination The accompanying interim condensed combined financial statements have been prepared on a stand-alone basis and are derived from Ligand’s interim condensed combined financial statement accounting records. The interim condensed combined financial statements include the historical results of operations, financial position and cash flows of OmniAb in conformity with United States generally accepted accounting principles (U.S. GAAP). The operations comprising OmniAb are in various legal entities wholly owned by Ligand. Accordingly, Ligand’s net investment in these operations is shown in lieu of stockholder’s equity in the combined financial statements. OmniAb comprises certain stand-alone legal entities for which discrete financial information is available. As Ligand records certain transactions at the parent entity level, allocation methodologies were applied to certain accounts to allocate amounts to OmniAb as discussed further below. OmniAb entities were under the common control of the Parent as a result of, among other factors, Ligand’s ownership. As the entities were under common control, the financial statements report the financial position, results of operations and cash flows of the Company as though the transfer of net assets and equity interests had occurred as of January 2016. Transactions between Ligand and the Company are accounted for through the Parent company net investment in OmniAb. The total net effect of the settlement of these intercompany transactions is reflected in our combined balance sheets as Parent company net investment in OmniAb. All significant intercompany transactions with Ligand are deemed to have been paid in the period the costs were incurred. Expenses related to corporate allocations from Ligand to OmniAb are considered to be effectively settled for cash in the combined financial statements at the time the transaction was recorded. The interim condensed combined financial statements include all revenues, expenses, assets and liabilities directly associated with the business activity of OmniAb as well as an allocation of certain general and administrative expenses related to facilities, functions and services provided by our Parent. These corporate expenses have been allocated to OmniAb based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or a percentage of total operating expenses or other measures that management believes are consistent and reasonable. See Note 8. Relationship with Parent and Related Entities . Our Parent maintains various share-based compensation plans at a corporate level. OmniAb employees participate in those programs, and a portion of the compensation cost associated with those plans is included in OmniAb’s combined statements of operations. The share-based compensation expense has been included within Parent company net investment. The amounts presented in the combined financial statements are not necessarily indicative of future awards and may not reflect the results that OmniAb would have experienced as a stand-alone entity. See Note 8. Relationship with Parent and Related Entities for additional discussion. All of the allocations and estimates in the interim condensed combined financial statements are based on assumptions that management believes are reasonable. However, the interim condensed combined financial statements included herein may not be indicative of the financial position, results of operations and cash flows of OmniAb in the future or if OmniAb had been a separate, stand-alone publicly traded entity during the periods presented. | Basis of Presentation and Combination The accompanying combined financial statements have been prepared on a stand-alone basis and are derived from Ligand’s consolidated financial statement accounting records. The combined financial statements include the historical results of operations, financial position and cash flows of OmniAb in conformity with United States generally accepted accounting principles (U.S. GAAP). The operations comprising OmniAb are in various legal entities wholly owned by Ligand. Accordingly, Ligand’s net investment in these operations is shown in lieu of stockholder’s equity in the combined financial statements. OmniAb comprises certain stand-alone legal entities for which discrete financial information is available. As Ligand records transactions at the legal entity level, allocation methodologies were applied to certain accounts to allocate amounts to OmniAb as discussed further below. OmniAb entities were under the common control of the Parent as a result of, among other factors, Ligand’s ownership. As the entities were under common control, the financial statements report the financial position, results of operations and cash flows of the Company as though the transfer of net assets and equity interests had occurred as of January 2016. Transactions between Ligand and the Company are accounted through Parent company net investment in OmniAb. The total net effect of the settlement of these intercompany transactions is reflected in our combined balance sheets as Parent company net investment in OmniAb. All significant intercompany transactions with Ligand are deemed to have been paid in the period the costs were incurred. Expenses related to corporate allocations from Ligand to OmniAb are considered to be effectively settled for cash in the combined financial statements at the time the transaction was recorded. The combined financial statements include all revenues and expenses as well as assets and liabilities directly associated with the business activity of OmniAb as well as an allocation of certain general and administrative expenses related to facilities, functions and services provided by our Parent. These corporate expenses have been allocated to OmniAb based on direct usage or benefit, where identifiable, with the remainder allocated based on headcount or a percentage of total operating expenses or other measures that management believes are consistent and reasonable. See Note (9) Relationship with Parent and Related Entities Our Parent maintains various share-based compensation plans at a corporate level. OmniAb employees participate in those programs, and a portion of the compensation cost associated with those plans is included in OmniAb’s combined statements of operations. However, the share-based compensation expense has been included within Parent company net investment. The amounts presented in the combined financial statements are not necessarily indicative of future awards and may not reflect the results that OmniAb would have experienced as a stand-alone entity. See Note (9) Relationship with Parent and Related Entities All of the allocations and estimates in the combined financial statements are based on assumptions that management believes are reasonable. However, the combined financial statements included herein may not be indicative of the financial position, results of operations and cash flows of OmniAb in the future or if OmniAb had been a separate, stand-alone publicly traded entity during the periods presented. | |
Liquidity and Capital Resources | Liquidity and Capital Resources As part of Ligand, OmniAb was dependent upon Ligand for all of its working capital and financing requirements, as Ligand uses a centralized approach to cash management and financing its operations. Therefore, there is no cash reflected in the combined financial statements. Accordingly, cash and cash equivalents, debt or related interest expense have not been allocated to OmniAb in the combined financial statements. Financing transactions related to OmniAb are accounted for as a component of Parent company net investment in the combined balance sheets and as a financing activity allocation on the accompanying combined statements of cash flows. For the nine months ended September 30, 2022 and 2021, OmniAb’s revenue was $23.7 million and $19.5 million, respectively. For the nine months ended September 30, 2022 and 2021, OmniAb’s net loss was $(29.2) million and $(24.0) million, respectively. OmniAb expects to continue to incur losses for the foreseeable future as we invest in research and development activities to improve our technology and platform, market and sell our solutions to existing and new partners, add operational, financial and management information systems and personnel to support our operations and incur additional costs associated with operating as a public company. OmniAb’s ability to continue its operations is dependent upon our ability to obtain additional capital in the future and generate cash flows from operations. Prior to November 1, 2022, funding from Ligand was our primary source of liquidity. On November 1, 2022, with the closing of the merger between the Company and a subsidiary of APAC, New OmniAb was capitalized with approximately $95.8 million in net cash. This cash and cash the Company generates from operations provide us the flexibility we need to meet operating, investing, and financing needs and support operations through at least 12 months following the issuance date of the financial statements. The accompanying interim condensed combined 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. | Liquidity and Capital Resources As part of Ligand, OmniAb was dependent upon Ligand for all of its working capital and financing requirements, as Ligand uses a centralized approach to cash management and financing its operations. There were no cash amounts specifically attributable to OmniAb for the historical periods presented; therefore, there is no cash reflected in the combined financial statements. Accordingly, cash and cash equivalents, debt or related interest expense have not been allocated to OmniAb in the combined financial statements. Financing transactions related to OmniAb are accounted for as a component of net Parent investment in the combined balance sheets and as a financing activity including an interest expense component allocation on the accompanying combined statements of cash flows. For the years ended December 31, 2021, 2020 and 2019, OmniAb’s revenue was $34.7 million, $23.3 million and $18.3 million, respectively. For the years ended December 31, 2021, 2020 and 2019, OmniAb’s net loss was ($27.0 million), ($17.6 million) and ($13.6 million), respectively. OmniAb expects to continue to incur losses for the foreseeable future, and we anticipate these losses will increase substantially as we invest in research and development activities to improve our technology and platform, market and sell our solutions to existing and new partners, add operational, financial and management information systems and personnel to support our operations and incur additional costs associated with operating as a public company. OmniAb’s ability to continue its operations is dependent upon our ability to obtain additional capital in the future and generate cash flows from operations. Funding from Ligand is our primary source of liquidity and Ligand has both the intent and ability to provide such funding to support our operations through at least 12 months following the issuance date of the financial statements. The accompanying combined 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. | |
Emerging Growth Company | Emerging Growth Company OmniAb qualifies as an “emerging growth company” (EGC) as defined in Section 2(a) of the Securities Act of 1933, as amended, (Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging OmniAb’s historical results are included as a part of the Parent’s financial statements which are filed with the Securities and Exchange Commission (SEC). As a result, OmniAb tracks the effective dates and adopts all guidance applicable to it consistent with the manner that the Parent tracks and adopts all applicable guidance. However, OmniAb intends to adopt future standards at the appropriate date for emerging growth companies once it is established as a stand-alone company. This may make comparison of OmniAb’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used | ||
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim condensed combined balance sheet as of September 30, 2022, the condensed combined statements of operations, condensed combined statements of changes in parent company net investment for the three and nine months ended September 30, 2022 and 2021, and the condensed combined statements of cash flows for the nine months ended September 30, 2022 and 2021 and the related footnote disclosures are unaudited. In management’s opinion, the unaudited interim combined financial statements have been prepared on the same basis as the audited combined financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and 2021, and its statements of cash flows for the nine months ended September 30, 2022 and 2021 in accordance with U.S. GAAP. The results for the nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full fiscal year or any other interim period. | ||
Segment Information | Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the company’s chief operating decision-maker in deciding how to allocate resources and in assessing performance. OmniAb currently operates in one reportable business segment. | ||
Use of Estimates | Use of Estimates The preparation of interim condensed combined financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the interim condensed combined financial statements and the accompanying notes. Actual results may differ from those estimates. | Use of Estimates The preparation of combined financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the combined financial statements and the accompanying notes. Actual results may differ from those estimates. | |
Concentrations of Business Risk | Concentrations of Business Risk Revenue from significant partners, which is defined as 10% or more of our total revenue, was as follows: Year-ended 2021 2020 2019 (1) Partner A 28 % 26 % 17 % Partner B 24 % 21 % 12 % Partner C 11 % 10 % 11 % (1) Partner A, B and C in 2019 represent different customers than 2020 and 2021. | ||
Accounts Receivable | Accounts Receivable Our accounts receivable represents the amounts we have billed our partners and that are due to us unconditionally for services we have performed. We establish an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. During the three and nine months ended September 30, 2022, we considered the current and expected future economic and market conditions including, but not limited to, the anticipated unfavorable impacts of the surrounding novel coronavirus (COVID-19) | Accounts Receivable Our accounts receivable represents the amounts we have billed our partners and that are due to us unconditionally for services we have performed. We establish an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined by using the loss-rate method, which requires an estimation of loss rates based upon historical loss experience adjusted for factors that are relevant to determining the expected collectability of accounts receivable. Some of these factors include historical loss experience, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers. During 2021, we considered the current and expected future economic and market conditions including, but not limited to, the anticipated unfavorable impacts of the surrounding novel coronavirus (COVID-19) | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, subject to review for impairment, and depreciated over the estimated useful lives of the assets, which generally range from three to ten years, using the straight-line method. Amortization of leasehold improvements is recorded over the shorter of the lease term or estimated useful life of the related asset. Maintenance and repairs are charged to operations as incurred. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operating income or expense. | ||
Acquisitions | Acquisitions We first determine whether a set of assets acquired constitute a business and should be accounted for as a business combination. If the assets acquired are not a business, we account for the transaction as an asset acquisition. Business combinations are accounted for by using the acquisition method of accounting which requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which we may adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, we recognize separately from goodwill the identifiable assets acquired, the liabilities assumed, including contingent consideration and all contractual contingencies, generally at the acquisition date fair value. Contingent purchase consideration to be settled in cash are remeasured to estimated fair value at each reporting period with the change in fair value recorded in statement of operations. Costs that we incur to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and we charge them to general and administrative expense as they are incurred. We measure goodwill as of the acquisition date as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date amounts of the identifiable assets acquired and liabilities assumed. Should the initial accounting for a business combination be incomplete by the end of a reporting period that falls within the measurement period, we report provisional amounts in our financial statements. During the measurement period, we adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date and we record those adjustments to our financial statements in the period of change, if any. Under the acquisition method of accounting for business combinations, if we identify changes to acquired deferred tax asset valuation allowances or liabilities related to uncertain tax positions during the measurement period and they relate to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement period adjustment and we record the offset to goodwill. We record all other changes to deferred tax asset valuation allowances and liabilities related to uncertain tax positions in current period income tax expense. | ||
Goodwill, Intangible Assets and Other Long-Lived Assets | Goodwill, Intangible Assets and Other Long-Lived Assets Goodwill attributed to OmniAb’s combined balance sheets represents the historical goodwill balances in the OmniAb legal entities. Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if an event occurs indicating the potential for impairment. During the goodwill impairment review, we assess qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than the carrying amount, including goodwill. We operate in one reporting unit. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, cost factors, the overall financial performance, and events affecting the reporting unit. If, after assessing the totality of these qualitative factors, we determine that it is not more likely than not that the fair value of our reporting unit is less than the carrying amount, then no additional assessment is deemed necessary. Otherwise, we proceed to perform the quantitative assessment. We will then evaluate goodwill for impairment by comparing the estimated fair value of the reporting unit to its carrying value, including the associated goodwill. To determine the fair value, we generally use a combination of market approach based on OmniAb and comparable publicly traded companies in similar lines of businesses and the income approach based on estimated discounted future cash flows. Our cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors. We may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the quantitative assessment for the goodwill impairment test. We performed the annual assessment for goodwill impairment during the fourth quarter of 2021 and 2020, noting no impairment indicators under the qualitative assessment. Our identifiable intangible assets are composed of acquired core technologies, licensed technologies, contractual relationships, customer relationships and trade names. Identifiable intangible assets with finite lives are generally amortized on a straight-line basis over the assets’ respective estimated useful life. We regularly perform reviews to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. If indicators of impairment exist, an impairment test is performed to assess the recoverability of the affected assets by determining whether the carrying amount of such assets exceeds the undiscounted expected future cash flows. If the affected assets are not recoverable, we estimate the fair value of the assets and record an impairment loss if the carrying value of the assets exceeds the fair value. Factors that may indicate potential impairment include market conditions, industry and economic trends, changes in regulations, clinical success, historical and forecasted financial results, significant changes in the ability of a particular asset to generate positive cash flows, and the pattern of utilization of a particular asset. We did not identify indicators of impairment for the finite-lived intangibles and other long-lived assets at December 31, 2021 and 2020. | ||
Revenue Recognition | Revenue Recognition Our revenue is generated primarily from license fees for technology access, development, regulatory and sales based milestone payments and service revenue for performance of research. We apply the following five-step model in accordance with ASC 606, Revenue from Contracts with Customers, in order to determine revenue: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. Our revenue is typically derived from our license agreements with our partners and consists of: (i) upfront or annual payments for technology access (license revenue) and payments for performance of research services; (service revenue); (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones (milestone revenue) and (iii) royalties on net sales from our partners’ product sales, if any. To date, we have generated revenue from intellectual property and development milestones, and have only recently begun to generate revenue from commercial milestone payments and royalties on product sales this year. We receive royalty revenue on sales by our partners of products covered by patents that we or our partners own under contractual agreements. We do not have future performance obligations under these license arrangements. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. However, we apply the royalty recognition constraint required under the guidance for sales-based royalties which requires a royalty to be recorded no sooner than the underlying sale occurs. Therefore, royalties on sales of products commercialized by our partners are recognized in the quarter the product is sold. Our partners generally report sales information to us on a one quarter lag. Thus, we estimate the expected royalty proceeds based on an analysis of historical experience and interim data provided by our partners including their publicly announced sales. Differences between actual and estimated royalty revenues, which have not been material, are adjusted in the period in which they become known, typically the following quarter. License fees are generally recognized at a point in time once we grant our customers access to our intellectual property rights. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. We recognize service revenue for contracted R&D services performed for our customers over time. We measure our progress using an input method based on the effort we expend or costs we incur toward the satisfaction of our performance obligation. We estimate the amount of effort we expend, including the time it will take us to complete the activities, or the costs we may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that we multiply by the transaction price to determine the amount of revenue we recognize each period. This approach requires us to make estimates and use judgement. If our estimates or judgements change over the course of the collaboration, they may affect the timing and amount of revenue that we recognize in the current and future periods. We include contingent milestone based payments in the estimated transaction price when there is a basis to reasonably estimate the amount of the payment and the milestone is probable of being achieved. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone based payment is sales-based, we apply the royalty recognition constraint and record revenue when the | Revenue Recognition Our revenue is generated primarily from license fees for technology access, development, regulatory and sales based milestone payments and service revenue for performance of research. We apply the following five-step model in accordance with ASC 606, Revenue from Contracts with Customers Our revenue is typically derived from our license agreements with our partners and consists of: (i) upfront or annual payments for technology access (license revenue) and payments for performance of research services; (service revenue); (ii) downstream payments in the form of preclinical, intellectual property, clinical, regulatory, and commercial milestones (milestone revenue) and (iii) royalties on net sales from our partners’ product sales, if any. To date, while we have generated revenue from intellectual property and development milestones, we have not generated any revenue from commercial milestone payments or royalties on product sales. License fees are generally recognized at a point in time once we grant our customers access to our intellectual property rights. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. We recognize service revenue for contracted R&D services performed for our customers over time. We measure our progress using an input method based on the effort we expend or costs we incur toward the satisfaction of our performance obligation. We estimate the amount of effort we expend, including the time it will take us to complete the activities, or the costs we may incur in a given period, relative to the estimated total effort or costs to satisfy the performance obligation. This results in a percentage that we multiply by the transaction price to determine the amount of revenue we recognize each period. This approach requires us to make estimates and use judgment. If our estimates or judgments change over the course of the collaboration, they may affect the timing and amount of revenue that we recognize in the current and future periods. We include contingent milestone based payments in the estimated transaction price when there is a basis to reasonably estimate the amount of the payment and is probable of being achieved. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone based payment is sales-based, we apply the royalty recognition constraint and record revenue when the underlying sale has taken place. Significant judgments must be made in determining the transaction price for our licenses of intellectual property. Because of the risk that products in development with our partners will not reach development based milestones or receive regulatory approval, we generally recognize any contingent payments that would be due to us upon or after the development milestone or | |
Deferred Revenue | Deferred Revenue Depending on the terms of the arrangement, we may also defer a portion of the consideration received if we have to satisfy a future obligation. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the combined balance sheet. We generally receive payment at the point we satisfy our obligation or soon after. Any fees billed in advance of being earned are recorded as deferred revenue. During the three and nine months ended September 30, 2022, the amount recognized as revenue that was previously deferred was $4.0 million and $9.9 million, respectively. During the three and nine months ended September 30, 2021, the amount recognized as revenue that was previously deferred was $2.4 million and $5.2 million, respectively. | Deferred Revenue Depending on the terms of the arrangement, we may also defer a portion of the consideration received if we have to satisfy a future obligation. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the combined balance sheet. We generally receive payment at the point we satisfy our obligation or soon after. Any fees billed in advance of being earned are recorded as deferred revenue. During the year ended December 31, 2021, the amount recognized as revenue that was previously deferred at December 31, 2020 was $7.4 million. During the year ended December 31, 2020, the amount recognized as revenue that was previously deferred at December 31, 2019 was $0.4 million. During the year ended December 31, 2019, the amount recognized as revenue that was previously deferred at December 31, 2018 was $2.4 million. | |
Disaggregation of Revenue | Disaggregation of Revenue The following table represents disaggregation of royalty revenue, license fees, milestone revenue and service revenue (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Royalty revenue $ 582 $ — $ 984 $ — License fees 400 200 2,455 1,950 Milestone revenue 1,000 1,200 5,371 3,264 Service revenue 4,928 4,877 14,922 14,254 $ 6,910 $ 6,277 $ 23,732 $ 19,468 | Disaggregation of Revenue The following table represents disaggregation of service revenue, license fees and milestone revenue (in thousands): Year ended December 31, 2021 2020 2019 License fees $ 4,500 $ 4,260 $ 5,700 Milestone revenue 10,164 7,125 7,050 Service revenue 20,084 11,883 5,568 $ 34,748 $ 23,268 $ 18,318 Milestone revenue represents variable consideration in the contracts where uncertainties have been resolved and the development milestones are probable of being achieved or were achieved. | |
Research and Development Expenses | Research and Development Expenses Research and development expense consists of labor, material, equipment, and allocated facilities costs of our scientific staff who are working pursuant to our collaborative agreements and other research and development projects. Also included in research and development expenses are third-party costs incurred for our research programs including in-licensing | ||
Share-Based Compensation | Share-Based Compensation Certain of our employees participated in our Parent’s equity-based incentive plans. We incur share-based compensation expense related to restricted stock, shares issued under Ligand’s Employee Stock Purchase Plan (as amend and restated in 2019) (ESPP) and stock options. The Company has not issued any share-based compensation instruments on a standalone basis. Restricted stock units (RSU) and performance stock units (PSU) are all considered restricted stock. The fair value of restricted stock is determined by the closing market price of the Parent’s common stock on the date of grant. We recognize share-based compensation expense based on the fair value on a straight-line basis over the requisite service periods of the awards, taking into consideration of forfeitures as they occur. PSU generally represent right to receive a certain number of shares of common stock based on the achievement of the Parent’s corporate performance goals and continued employment during the vesting period. At each reporting period, we reassess the probability of the achievement of such corporate performance goals and any expense change resulting from an adjustment in the estimated shares to be released are treated as a cumulative catch-up We use the Black-Scholes-Merton option-pricing model to estimate the fair value of stock purchases under the ESPP and stock options granted. The model assumptions include expected volatility, term, dividends, and the risk-free interest rate. We look to historical and implied volatilities of Ligand stock to determine the expected volatility. The expected term of an award is based on historical forfeiture experience, exercise activity, and on the terms and conditions of the stock awards. The expected dividend yield is determined to be 0% given that except for 2007, during which our Parent declared a cash dividend on its common stock of $2.50 per share, our Parent has not paid any dividends on our common stock in the past and currently does not expect to pay cash dividends or make any other distributions on common stock in the future. The risk-free interest rate is based upon U.S. Treasury securities with remaining terms similar to the expected term of the share-based awards. We grant options, RSUs and PSUs to employees and non-employee Non-employee non-employee Options granted to employees typically vest 1/8 on the six m forty-two | ||
Income Taxes | Income Taxes Income taxes as presented herein include current and deferred income taxes of Ligand allocated to our standalone financial statements in a manner that is systematic, rational and consistent with the asset and liability method prescribed by the Accounting Standards Codification (“ASC”) Topic 740, Income Taxes financial statements of OmniAb. Similarly, the tax treatment of certain items reflected in the combined financial statements of OmniAb may not be reflected in the consolidated financial statements and tax returns of Ligand; therefore, items such as net operating losses, credit carryforwards and valuation allowances may exist in the standalone financial statements that may or may not exist in Ligand’s consolidated financial statements. We provide for income taxes under the asset and liability method. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates in effect when the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. We account for uncertain tax positions recognized in the combined financial statements in accordance with the provisions of Topic 740 by prescribing a more-likely-than-not In general, the taxable loss of OmniAb for the tax years ended December 31, 2021, 2020 and 2019 was included in Ligand’s U.S. consolidated federal and combined state income tax returns, where applicable. As such, separate income tax returns were not prepared for OmniAb. Consequently, income taxes currently payable are deemed to have been remitted to Ligand in the period the liability arose and income taxes currently receivable are deemed to have been received from Ligand in the period that a refund could have been recognized by OmniAb had we been a separate taxpayer, if applicable. | ||
Impact of COVID-19 Pandemic | Impact of COVID-19 The COVID-19 COVID-19 “stay-at-home” in-person COVID-19 COVID-19 In addition, if COVID-19 COVID-19 COVID-19 | ||
Accounting Standards Not Yet Adopted | Accounting Standards Not Yet Adopted We do not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on our combined financial statements or disclosures. | Accounting Standards Not Yet Adopted We do not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on our combined financial statements or disclosures. | |
Subsequent Events | Subsequent Events We consider events or transactions that have occurred after the balance sheet date of December 31, 2021, but prior to the filing of the financial statements with the SEC to provide additional evidence relative to certain estimates or to identify matters that require additional recognition or disclosure. Subsequent events have been evaluated through the filing of this registration statement on Form S-4, | ||
Avista Public Acquisition Corp. II [Member] | |||
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K | Basis of Presentation The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 or December 31, 2021. As of | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. The valuation of the Forward Purchase and Backstop Securities required management to exercise significant judgement in its estimate. | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates. | |
Concentrations of Business Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. | |
Investments Held in Trust Account | Investments Held in Trust Account At September 30, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury bills. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on investments held in Trust Account in the accompanying condensed consolidated statements of operations. The estimated fair values of the investments held in the Trust Account are determined using available market information. At December 31, 2021, the assets held in the Trust Account were held in cash. | ||
Class A Ordinary Shares Subject to Possible Redemption | Class A Ordinary Shares Previously Subject to Possible Redemption All of the 23,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contained a redemption feature which allowed for the redemption of such Public Shares in connection with the Company’s liquidation, and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognized changes in redemption value immediately as they occurred and adjusted the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares were affected by charges against additional paid-in As of September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,813,334 ) Issuance costs allocated to Class A ordinary shares (13,029,901 ) Plus: Remeasurement of Class A ordinary shares to redemption amount 28,593,235 Class A ordinary shares subject to possible redemption, December 31, 2021 235,750,000 Plus: Remeasurement of Class A ordinary shares to redemption amount 1,438,875 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 237,188,875 On November 1, 2022, the parties to the Merger Agreement completed the Business Combination. Holders of 21,713,864 shares of the Company’s Class A Ordinary Shares sold in the Initial Public Offering exercised their right to redeem those shares for a pro | Class A Ordinary Shares Subject to Possible Redemption All of the 23,000,000 shares of Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in As of December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,813,334 ) Issuance costs allocated to Class A ordinary shares (13,029,901 ) Plus: Accretion of carrying value to redemption value 28,593,235 Class A ordinary shares subject to possible redemption $ 235,750,000 | |
Offering Costs Associated with the Initial Public Offering | Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1 Expenses of Offering | |
Net Loss Per Ordinary Share | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of income per share as the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 For the Period from February 5, 2021 (Inception) Through September 30, 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (1,973,144 ) $ (493,286 ) $ (118,394 ) $ (52,185 ) $ (6,762,069 ) $ (1,690,517 ) $ (86,633 ) $ (93,917 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 12,250,000 5,399,457 23,000,000 5,750,000 4,755,274 5,155,063 Basic and diluted net loss per share $ (0.09 ) $ (0.09 ) $ (0.01 ) $ (0.01 ) $ (0.29 ) $ (0.29 ) $ (0.02 ) $ (0.02 ) | Net Loss Per Ordinary Share Net loss per ordinary share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 15,900,000 shares in the calculation of diluted income per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): For the Period from February 5, Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (335,384 ) $ (181,058 ) Denominator: Basic and diluted weighted average shares outstanding 9,857,143 5,321,429 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as assets or liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note - related party, and advance from anchor investor approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | Fair Value of Financial Instruments The Company applies ASC Topic 820, Fair Value Measurement The carrying amounts reflected in the balance sheet for cash, deferred offering costs, accrued offering costs, promissory note — related party, and advance from anchor investor approximate fair value due to their short-term nature. Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s condensed consolidated financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were | Income Taxes The Company accounts for income taxes under ASC 740, Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands | |
Accounting Standards Not Yet Adopted | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | Recent Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”) 2020-06 2020-06 amends 2020-06 2020-06 2020-06 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Restatement of Previously Iss_2
Restatement of Previously Issued Combined Financial Statements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Combined Balance Sheet [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of Error Corrections and Prior Period Adjustments | The following tables present the revised results for the year ended December 31, 2020, the adjustments made and the previously reported amounts to summarize the effect of the restatement on the previously-issued combined financial statements for the periods impacted (in thousands). Combined Balance Sheets December 31, 2020 Reported Adjustment Restated Assets: Accounts receivable $ 8,870 $ 7,005 $ 15,875 Total current assets $ 9,644 $ 7,005 $ 16,649 Intangible assets, net $ 186,592 $ 52 $ 186,644 Goodwill $ 84,066 $ (87 ) $ 83,979 Total assets $ 288,410 $ 6,970 $ 295,380 December 31, 2020 Reported Adjustment Restated Liabilities: Accrued liabilities $ 3,456 $ 500 $ 3,956 Current portion of finance lease liabilities $ 14 $ (13 ) $ 1 Total current liabilities $ 13,790 $ 487 $ 14,277 Deferred income taxes, net $ 29,185 $ (260 ) $ 28,925 Other long-term liabilities $ 1,295 $ 13 $ 1,308 Total liabilities $ 59,603 $ 240 $ 59,843 Parent company net investment: Parent company net investment $ 228,807 $ 6,730 $ 235,537 Total liabilities and parent company net investment $ 288,410 $ 6,970 $ 295,380 Combined Balance Sheets December 31, 2019 Reported Adjustment Restated Assets: Accounts receivable $ 7,774 $ 150 $ 7,924 Total current assets $ 7,795 $ 150 $ 7,945 Goodwill $ 77,108 $ (86 ) $ 77,022 Total assets $ 262,320 $ 64 $ 262,384 Liabilities: Accounts payable $ 806 $ 71 $ 877 Current portion of finance lease liabilities $ — $ 7 $ 7 Total current liabilities $ 6,139 $ 78 $ 6,217 Deferred income taxes, net $ 35,388 $ (86 ) $ 35,302 Other long-term liabilities $ 295 $ 14 $ 309 Total liabilities $ 44,135 $ 6 $ 44,141 Parent company net investment: Parent company net investment $ 218,185 $ 58 $ 218,243 Total liabilities and parent company net investment $ 262,320 $ 64 $ 262,384 |
Combined Statement Of Operations [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of Error Corrections and Prior Period Adjustments | Combined Statements of Operations Year ended December 31, 2020 Reported Adjustment Restated Research and development $ 24,894 $ (98 ) $ 24,796 General and administrative $ 10,240 $ (15 ) $ 10,225 Total operating expenses $ 49,004 $ (113 ) $ 48,891 Loss from operations $ (25,736 ) $ 113 $ (25,623 ) Loss before income tax $ (23,841 ) $ 113 $ (23,728 ) Income tax benefit (expense) $ 5,945 $ 226 $ 6,171 Net loss $ (17,896 ) $ 339 $ (17,557 ) Combined Statements of Operations Year ended December 31, 2019 Reported Adjustment Restated License and milestone revenue $ 12,685 $ 65 $ 12,750 Service revenue $ 5,528 $ 40 $ 5,568 Total revenue $ 18,213 $ 105 $ 18,318 Research and development $ 13,137 $ 71 $ 13,208 General and administrative $ 7,976 $ 675 $ 8,651 Total operating expenses $ 30,599 $ 746 $ 31,345 Loss from operations $ (12,386 ) $ (641 ) $ (13,027 ) Loss before income tax $ (12,386 ) $ (641 ) $ (13,027 ) Income tax benefit (expense) $ (657 ) $ 95 $ (562 ) Net loss $ (13,043 ) $ (546 ) $ (13,589 ) |
Combined Statement Of Changes In Parent Company Net Investment [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of Error Corrections and Prior Period Adjustments | Combined Statements of changes in Parent Company Net Investment December 31, 2020 Reported Adjustment Restated Parent company net investment – January 1, 2020 $ 218,185 $ 58 $ 218,243 Net loss $ (17,896 ) $ 339 $ (17,557 ) Net transfers from parent company $ 19,353 $ 6,333 $ 25,686 Parent company net investment – December 31, 2020 $ 228,807 $ 6,730 $ 235,537 Combined Statements of changes in Parent Company Net Investment December 31, 2019 Reported Adjustment Restated Net loss $ (13,043 ) $ (546 ) $ (13,589 ) Net transfers from parent company $ 19,686 $ 604 $ 20,290 Parent company net investment – December 31, 2019 $ 218,185 $ 58 $ 218,243 |
Combined Statement Of Cash Flows [Member] | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |
Schedule of Error Corrections and Prior Period Adjustments | Combined Statements of Cash Flows Year ended December 31, 2020 Reported Adjustment Restated Operating activities: Net loss $ (17,896 ) $ 339 $ (17,557 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Deferred income taxes, net $ (5,960 ) $ (225 ) $ (6,185 ) Other $ — $ 161 $ 161 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable, net $ (1,096 ) $ 1,435 $ 339 Accounts payable and accrued liabilities $ 2,337 $ 422 $ 2,759 Deferred revenue $ 9,779 $ (8,451 ) $ 1,328 Other $ 1,323 $ (14 ) $ 1,309 Net cash provided by operating activities $ 9,952 $ (6,333 ) $ 3,619 Year ended December 31, 2020 Reported Adjustment Restated Financing activities: Net transfer from parent $ 19,353 $ 6,333 $ 25,686 Net cash provided by financing activities $ 17,028 $ 6,333 $ 23,361 Supplemental disclosure of cash flow information: Deferred revenue recorded in accounts receivable $ — $ 8,451 $ 8,451 Combined Statements of Cash Flows Year ended December 31, 2019 Reported Adjustment Restated Operating activities: Net loss $ (13,043 ) $ (546 ) $ (13,589 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Deferred income taxes, net $ 653 $ (96 ) $ 557 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable, net $ (5,565 ) $ 1,275 $ (4,290 ) Accounts payable and accrued liabilities $ (648 ) $ 78 $ (570 ) Deferred revenue $ (450 ) $ (1,425 ) $ (1,875 ) Other $ (1,959 ) $ 110 $ (1,849 ) Net cash used in operating activities $ (4,591 ) $ (604 ) $ (5,195 ) Financing activities: Net transfer from parent $ 19,686 $ 604 $ 20,290 Net cash provided by financing activities $ 16,686 $ 604 $ 17,290 Supplemental disclosure of cash flow information: Deferred revenue recorded in accounts receivable $ — $ 1,425 $ 1,425 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Summary of Disaggregation of revenue | The following table represents disaggregation of royalty revenue, license fees, milestone revenue and service revenue (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Royalty revenue $ 582 $ — $ 984 $ — License fees 400 200 2,455 1,950 Milestone revenue 1,000 1,200 5,371 3,264 Service revenue 4,928 4,877 14,922 14,254 $ 6,910 $ 6,277 $ 23,732 $ 19,468 | Disaggregation of Revenue The following table represents disaggregation of service revenue, license fees and milestone revenue (in thousands): Year ended December 31, 2021 2020 2019 License fees $ 4,500 $ 4,260 $ 5,700 Milestone revenue 10,164 7,125 7,050 Service revenue 20,084 11,883 5,568 $ 34,748 $ 23,268 $ 18,318 | |
Summary of Revenue from Significant Partners | Revenue from significant partners, which is defined as 10% or more of our total revenue, was as follows: Year-ended 2021 2020 2019 (1) Partner A 28 % 26 % 17 % Partner B 24 % 21 % 12 % Partner C 11 % 10 % 11 % (1) Partner A, B and C in 2019 represent different customers than 2020 and 2021. | ||
Avista Public Acquisition Corp. II [Member] | |||
Summary of reconciliation of Class A ordinary shares subject to possible redemption reflected in the balance sheet | As of September 30, 2022 and December 31, 2021, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,813,334 ) Issuance costs allocated to Class A ordinary shares (13,029,901 ) Plus: Remeasurement of Class A ordinary shares to redemption amount 28,593,235 Class A ordinary shares subject to possible redemption, December 31, 2021 235,750,000 Plus: Remeasurement of Class A ordinary shares to redemption amount 1,438,875 Class A ordinary shares subject to possible redemption, September 30, 2022 $ 237,188,875 | Gross proceeds $ 230,000,000 Less: Proceeds allocated to Public Warrants (9,813,334 ) Issuance costs allocated to Class A ordinary shares (13,029,901 ) Plus: Accretion of carrying value to redemption value 28,593,235 Class A ordinary shares subject to possible redemption $ 235,750,000 | |
Summary of calculation of basic and diluted net loss per ordinary share | The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per share amounts): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2022 For the Period from February 5, 2021 (Inception) Through September 30, 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (1,973,144 ) $ (493,286 ) $ (118,394 ) $ (52,185 ) $ (6,762,069 ) $ (1,690,517 ) $ (86,633 ) $ (93,917 ) Denominator: Basic and diluted weighted average shares outstanding 23,000,000 5,750,000 12,250,000 5,399,457 23,000,000 5,750,000 4,755,274 5,155,063 Basic and diluted net loss per share $ (0.09 ) $ (0.09 ) $ (0.01 ) $ (0.01 ) $ (0.29 ) $ (0.29 ) $ (0.02 ) $ (0.02 ) | For the Period from February 5, Class A Class B Basic and diluted net loss per share: Numerator: Net loss $ (335,384 ) $ (181,058 ) Denominator: Basic and diluted weighted average shares outstanding 9,857,143 5,321,429 Basic and diluted net loss per share $ (0.03 ) $ (0.03 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Taurus Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The allocation of the consideration was allocated to the acquisition date fair values of acquired assets as follows (in thousands) Cash included in Parent company net investment $ 47 Intangibles assets with finite-life – core technologies 5,155 $ 5,202 |
xCella Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The allocation of the consideration was allocated to the acquisition date fair values of acquired assets and assumed liabilities as follows (in thousands): Cash included in Parent company net investment and other assets $ 240 Accrued liabilities (142 ) Deferred tax liabilities, net (320 ) Intangibles assets with finite-life – core technology 7,298 $ 7,076 |
Icagen Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The consideration was allocated to the acquisition date fair values of acquired assets and assumed liabilities as follows (in thousands): Property and equipment, net $ 1,173 Prepaids and other assets 588 Liabilities assumed (812 ) Deferred revenue (3,685 ) Deferred tax assets, net 821 Acquired intangibles 12,800 Goodwill (1) 9,055 $ 19,940 (1) Goodwill represents the excess of the purchase price over the preliminary fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled workforce of experienced personnel at Icagen and expected synergies. |
Ab Initio Acquisition [Member] | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The purchase consideration was allocated to the acquisition date fair values of acquired assets and assumed liabilities as follows (in thousands): Cash and other assets $ 28 Accounts payable and accrued liabilities (83 ) Deferred tax liabilities, net (196 ) Intangible assets with finite-life – core technologies 7,400 Goodwill (1) 4,862 $ 12,011 (1) Goodwill represents the excess of the purchase price over the fair value of the underlying assets acquired and liabilities assumed. Goodwill is attributable to the assembled workforce of experienced personnel at Ab Initio and expected synergies. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Summary of changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value | A reconciliation of the level 3 financial instruments as of September 30, 2022 is as follows (in thousands): Fair value of level 3 financial instruments as of December 31, 2021 $ 7,364 Payments to CVR holders (2,505 ) Fair value adjustments to contingent liabilities (487 ) Contingent liabilities from xCella asset acquisition 1,440 Fair value of level 3 financial instruments as of September 30, 2022 $ 5,812 | A reconciliation of the level 3 financial instruments as of December 31, 2021 and 2020 is as follows (in thousands): Fair value of level 3 financial instruments as of January 1, 2020 $ 2,659 Payments to CVR holders and other contingent payments (2,325 ) Fair value adjustments to contingent liabilities 2,070 Contingent liabilities from Icagen acquisition 4,800 Fair value of level 3 financial instruments as of December 31, 2020 $ 7,204 Payments on contingent liabilities (1,770 ) Fair value adjustments to contingent liabilities 1,210 Contingent liabilities from xCella asset acquisition (1) 720 $ 7,364 (1) The xCella contingent liabilities is determined when the contingency is resolved and the consideration becomes payable. Management concluded that no earnout liability would be recognized at the acquisition date in September 2020. During the year ended December 31, 2021, management paid $0.7 million of earnout liability to be allocated to the cost of the acquired assets due to contingencies being met as part of the acquisition agreement. |
Summary of the hierarchy for liabilities measured at fair value | The following table presents the hierarchy for our liabilities measured at fair value (in thousands): September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities: Icagen contingent liabilities (1) $ — $ — $ 5,332 $ 5,332 $ — $ — $ 7,364 $ 7,364 xCella contingent liabilities (2) — — 480 480 — — — — Total liabilities $ — $ — $ 5,812 $ 5,812 $ — $ — $ 7,364 $ 7,364 1. The fair value of Icagen contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on certain revenue milestones as defined in the asset purchase agreement with Icagen. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. During the year ended December 31, 2021, we paid $1.1 million towards the contingent liability based on revenue milestones to former Icagen shareholders. During the nine months ended September 30, 2022, we paid $1.5 million towards the contingent liability based on revenue milestones to former Icagen shareholders. 2. The xCella contingent liability is determined when the contingency is resolved and the consideration becomes payable. Management concluded that no earnout liability would be recognized at the acquisition date in September 2020. During the year ended December 31, 2021, we paid $0.7 million towards the contingent liability based on revenue milestones to former xCella shareholders. During the nine months ended September 30, 2022, we paid $1.0 million towards the contingent liability based on revenue milestones to former xCella shareholders. | The following table presents the hierarchy for our liabilities measured at fair value (in thousands): December 31, 2021 December 31, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities: Crystal contingent liabilities (1) $ — $ — $ — $ — $ — $ — $ 800 $ 800 Icagen contingent liabilities (2) — — 7,364 7,364 — — 6,404 6,404 Total liabilities $ — $ — $ 7,364 $ 7,364 $ — $ — $ 7,204 $ 7,204 (1) We acquired Crystal Bioscience in October 2017. The fair value of Crystal contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on development or regulatory milestones as defined in the merger agreement with Crystal. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. Changes in these estimates may materially affect the fair value. During the year ended December 31, 2020, we paid $1.8 million contingent liability on development milestones to former Crystal shareholders. During the year ended December 31, 2021, we made no payments former Crystal shareholders for contingent liability on development milestones. (2) The fair value of Icagen contingent liabilities was determined using a probability weighted income approach. Most of the contingent payments are based on certain revenue milestones as defined in the asset purchase agreement with Icagen. The fair value is subjective and is affected by changes in inputs to the valuation model including management’s estimates regarding the timing and probability of achievement of certain developmental and regulatory milestones. Changes in these estimates may materially affect the fair value. During the year ended December 31, 2020, we paid $0.5 million contingent liability based on revenue milestones to former Icagen shareholders. During the year ended December 31, 2021, we paid $1.1 million contingent liability based on revenue milestones to former Icagen shareholders. |
Avista Public Acquisition Corp. II [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Summary of company's financial assets and liabilities that are measured at fair value on a recurring basis | Description Amount at Fair Value Level 1 Level 2 Level 3 September 30, 2022 Assets Investments held in Trust Account $ 237,188,875 $ 237,188,875 $ — $ — Liabilities Derivative liability - Forward Purchase and Backstop Securities $ 1,595,500 $ — $ — $ 1,595,500 | |
Summary of significant inputs to the valuation for the Forward Purchase and Backstop Securities liability | As of March 23, 2022 (Initial Measurement) Fair value of Forward Purchase and Backstop Securities $ 10.34 Present value of Forward Purchase and Backstop Securities $ 10.00 Time to Business Combination (years) 0.52 Risk-free rate 0.95 % Discount factor 99.50 % Expected redemption rate 85.00 % Probability of completing an initial Business Combination 32.50 % Fair value of Forward Purchase and Backstop Securities $ 448,380 At September 30, 2022 Fair value of Forward Purchase and Backstop Securities $ 10.20 Present value of Forward Purchase and Backstop Securities $ 10.00 Time to Business Combination (years) 0.08 Risk-free rate 2.80 % Discount factor 99.80 % Expected redemption rate 85.00 % Probability of completing an initial Business Combination 50.00 % Fair value of Forward Purchase and Backstop Securities $ 1,595,500 | |
Summary of changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value | Fair value as of December 31, 2021 $ — Initial measurement as of March 23, 2022 448,380 Change in fair value 591,310 Fair value as of March 31, 2022 1,039,690 Change in fair value (656,300 ) Fair value as of June 30, 2022 383,390 Change in fair value 1,212,110 Fair value as of September 30, 2022 $ 1,595,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax expense (benefit) for continuing operations are as follows (in thousands): Year ended December 31, 2021 2020 2019 Current expense (benefit): Federal $ — $ — $ — State 17 14 5 17 14 5 Deferred expense (benefit): Federal (6,756 ) (3,662 ) (2,779 ) State (569 ) (2,523 ) 3,336 (7,325 ) (6,185 ) 557 Income tax expense (benefit) $ (7,308 ) $ (6,171 ) $ 562 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense (benefit) from continuing operations to the amount computed by applying the statutory federal income tax rate to the net loss from continuing operations is summarized as follows (in thousands): Year ended December 31, 2021 2020 2019 Tax at federal statutory rate $ (7,214 ) $ (4,983 ) $ (2,736 ) State, net of federal benefit (350 ) (188 ) (207 ) Contingent liabilities (168 ) (12 ) (172 ) Share-based compensation 1,143 1,253 847 Research and development credits (1,064 ) (573 ) — Change in uncertain tax positions 119 (6 ) — State tax rate change 37 (1,596 ) 2,840 Change in valuation allowance 228 — — Other (39 ) (66 ) (10 ) $ (7,308 ) $ (6,171 ) $ 562 |
Schedule of Deferred Tax Assets and Liabilities | We offset all deferred tax assets and liabilities by jurisdiction, as well as any related valuation allowance, and present them on our consolidated balance sheet as a non-current December 31, 2021 2020 Deferred assets: Net operating loss carryforwards $ 6,618 $ 4,492 Research credit carryforwards 2,803 1,991 Stock compensation 1,703 1,373 Deferred revenue 1,768 772 Operating lease liabilities 3,088 577 Other 1,488 1,015 Valuation allowance for deferred tax assets (526 ) (403 ) Net deferred tax assets $ 16,942 $ 9,817 Deferred tax liabilities: Identified intangibles (35,114 ) (37,479 ) Operating lease assets (2,973 ) (560 ) Other (817 ) (703 ) Net deferred tax liabilities $ (38,904 ) $ (38,742 ) Deferred income taxes, net $ (21,962 ) $ (28,925 ) |
Schedule of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns Roll Forward | A reconciliation of the amount of unrecognized tax benefits at December 31, 2021, 2020 and 2019 is as follows (in thousands): Year ended December 31, 2021 2020 2019 Balance at beginning of year $ 766 $ 589 $ 556 Additions based on tax positions related to the current year 128 94 — Additions for tax positions of prior years — 87 33 Reductions for tax positions in prior years — (4 ) — Balance at end of year $ 894 $ 766 $ 589 |
Relationship with Parent and _2
Relationship with Parent and Related Entities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount | The following table summarizes total share-based compensation (SBC) charged to us related to our employees’ participation in our Parent’s incentive plans, depending on the nature of the employee’s role in our operations (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 SBC - Research and development expenses $ 3,079 $ 2,395 $ 7,243 $ 6,902 SBC - General and administrative expenses 2,200 1,415 5,030 4,704 $ 5,279 $ 3,810 $ 12,273 $ 11,606 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Schedule of Operating Lease Assets and Liabilities | Operating Lease Assets and Liabilities (in thousands): September 30, 2022 December 31, 2021 Assets Operating lease assets $ 21,456 $ 13,332 Liabilities Current operating lease liabilities 1,530 578 Long-term operating lease liabilities 25,016 13,272 Total lease liabilities $ 26,546 $ 13,850 | Operating Lease Assets and Liabilities (in thousands): December 31, December 31, Assets Operating lease assets $ 13,332 $ 2,499 Liabilities Current operating lease liabilities 578 579 Long-term operating lease liabilities 13,272 2,012 Total operating lease liabilities $ 13,850 $ 2,591 |
Lessee, Operating Lease, Liability, Maturity | Maturity of Operating Lease Liabilities as of September 30, 2022 (in thousands): Maturity Dates Operating Leases Remaining three months ending December 31, 2022 $ 848 2023 3,455 2024 3,408 2025 3,523 2026 3,787 2027 3,885 Thereafter 14,745 Total lease payments 33,651 Less imputed interest (6,075 ) Less tenant improvement allowance (1,030 ) Present value of lease liabilities $ 26,546 | Maturity of Operating Lease Liabilities as of December 31, 2021 (in thousands): Maturity Dates Operating 2022 $ 2,122 2023 2,178 2024 2,249 2025 2,384 2026 2,433 Thereafter 10,414 Total lease payments 21,780 Less imputed interest (3,603 ) Less tenant improvement allowance (4,327 ) Present value of operating lease liabilities $ 13,850 |
Balance Sheet Account Details (
Balance Sheet Account Details (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Balance Sheet Account Details [Abstract] | ||
Schedule of Property and Equipment are Stated at Cost | Property and equipment are stated at cost and consist of the following (in thousands): September 30, 2022 December 31, 2021 Lab and office equipment $ 6,443 $ 6,410 Leasehold improvements 17,639 3,495 Computer equipment and software 487 182 24,569 10,087 Less: accumulated depreciation and amortization (5,194 ) (3,292 ) Total property and equipment, net $ 19,375 $ 6,795 | Property and equipment are stated at cost and consist of the following (in thousands): December 31, 2021 2020 Lab and office equipment $ 6,410 $ 3,872 Leasehold improvements 3,495 732 Computer equipment and software 182 182 10,087 4,786 Less accumulated depreciation and amortization (3,292 ) (1,306 ) $ 6,795 $ 3,480 |
Schedule of Goodwill and Other Identifiable Intangible Assets | Goodwill and other identifiable intangible assets consist of the following (in thousands): September 30, 2022 December 31, 2021 Indefinite-lived intangible assets Goodwill $ 83,979 $ 83,979 Definite lived intangible assets Complete technology 227,129 227,403 Less: accumulated amortization (68,980 ) (60,099 ) Customer relationships 11,100 11,100 Less: accumulated amortization (2,975 ) (2,083 ) Total goodwill and other identifiable intangible assets, net $ 250,253 $ 260,300 | Goodwill and identifiable intangible assets consist of the following (in thousands): December 31, 2021 2020 Indefinite-lived intangible assets Goodwill $ 83,979 $ 83,979 Definite-lived intangible assets Complete technology 227,403 224,758 Less: Accumulated amortization (60,099 ) (48,321 ) Customer relationships 11,100 11,100 Less: Accumulated amortization (2,083 ) (893 ) Total goodwill and other identifiable intangible assets, net $ 260,300 $ 270,623 |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 30, 2022 December 31, 2021 Compensation $ 2,249 $ 2,320 Professional fees 1,679 67 Royalties owed to third parties 124 296 Acquisition related liabilities — 1,000 Other 40 63 Total accrued liabilities $ 4,092 $ 3,746 | Accrued liabilities consist of the following (in thousands): December 31, 2021 2020 Compensation $ 2,320 $ 1,495 Professional fees 67 22 Royalties owed to third parties 296 272 Subcontractor — 482 Acquisitions related liabilities 1,000 1,500 Other 63 185 $ 3,746 $ 3,956 |
ORGANISATION AND NATURE OF OP_2
ORGANISATION AND NATURE OF OPERATIONS (Details) | 3 Months Ended | 9 Months Ended | 11 Months Ended | ||||
Mar. 23, 2022 USD ($) $ / shares shares | Aug. 12, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Nov. 01, 2022 USD ($) | Mar. 14, 2022 USD ($) $ / shares | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Cash | $ 95,800,000 | ||||||
Ligand | Avista Public Acquisition Corp. II [Member] | Separation And Distribution Agreement | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Percentage of common stock shares issued under distribution | 100 | ||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||
Capital contributed, net of expenses | $ 15,000,000 | ||||||
Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Condition for future business combination, number of businesses, minimum | 1 | 1 | |||||
Share issued price per unit | $ / shares | $ 10 | ||||||
Proceeds from sale of warrants | $ 12,350,000 | ||||||
Cash held outside of the Trust Account | $ 19,847 | $ 19,847 | $ 189,971 | ||||
Gross proceeds | 230,000,000 | ||||||
Maturity term of U.S. government securities | 185 days | 185 days | |||||
Months to complete initial business combination | 18 months | 18 months | |||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | 100% | |||||
Threshold business days for redemption of public shares | 10 days | 10 days | |||||
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||
Working capital deficit | 9,843,540 | ||||||
Maximum additional aggregate purchase price | 100,000,000 | ||||||
Amount deposited in an operating account for the working capital needs | $ 2,000,000 | ||||||
Number of additional financing public shares issued upon business combination | shares | 21,713,864 | ||||||
Offering costs | 13,662,256 | 13,662,256 | |||||
Underwriting fees | 4,600,000 | 4,600,000 | |||||
Deferred underwriting fee payable | 8,050,000 | $ 4,025,000 | $ 4,025,000 | 8,050,000 | |||
Other offering costs | $ 1,012,256 | $ 1,012,256 | |||||
Threshold percentage of public shares subject to redemption without the company's prior written consent | 15% | ||||||
Working capital surplus | $ 496,302 | ||||||
Proceeds from the Initial Public offering and sale of the private placement warrants | $ 2,000,000 | ||||||
Avista Public Acquisition Corp. II [Member] | OmniAb | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Business combination shares voted | 0.0067% | 0.0067% | |||||
Avista Public Acquisition Corp. II [Member] | Related Party Loans | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Price of warrant | $ / shares | $ 1.5 | $ 1.5 | $ 1.5 | $ 1.5 | |||
Maximum borrowing capacity of related party promissory note | $ 750,000 | $ 750,000 | $ 750,000 | ||||
Outstanding balance of related party note | $ 750,000 | $ 750,000 | |||||
Avista Public Acquisition Corp. II [Member] | Amended and Restated Forward Purchase Agreement | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of warrants issued | shares | 1,666,667 | ||||||
Warrant [Member] | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Gross proceeds | $ 100,000,000 | ||||||
Share price | $ / shares | $ 11.5 | $ 11.5 | $ 11.5 | ||||
Private Placement Warrants | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Price of warrant | $ / shares | $ 1.5 | ||||||
Private Placement Warrants | Avista Public Acquisition Corp. II [Member] | Amended and Restated Forward Purchase Agreement | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Proceeds from sale of warrants | $ 15,000,000 | ||||||
IPO [Member] | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of units issued | shares | 23,000,000 | 15,900,000 | |||||
Share issued price per unit | $ / shares | $ 10 | ||||||
Number of warrants issued | shares | 15,900,000 | ||||||
Share price | $ / shares | $ 10.25 | $ 10.25 | $ 10.25 | ||||
Months to complete initial business combination | 18 months | 18 months | |||||
Obligation to redeem public shares if entity does not complete a business combination (as a percent) | 100% | 100% | |||||
Minimum net tangible assets upon consummation of the business combination | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | ||||
IPO [Member] | Warrant [Member] | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of units issued | shares | 3,333,333 | ||||||
IPO [Member] | Private Placement Warrants | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of units issued | shares | 8,233,333 | ||||||
Number of warrants issued | shares | 8,233,333 | ||||||
Gross proceeds | $ 235,750,000 | $ 235,750,000 | |||||
Share price | $ / shares | $ 10.25 | $ 10.25 | |||||
Private Placement [Member] | Private Placement Warrants | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of warrants issued | shares | 8,233,333 | 8,233,333 | |||||
Price of warrant | $ / shares | $ 1.5 | $ 1.5 | |||||
Proceeds from sale of warrants | $ 12,350,000 | $ 12,350,000 | |||||
Over-Allotment Option [Member] | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of units issued | shares | 3,000,000 | ||||||
Over-Allotment Option [Member] | Private Placement Warrants | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of warrants issued | shares | 900,000 | ||||||
Common Class A [Member] | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Class A [Member] | IPO [Member] | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of units issued | shares | 23,000,000 | ||||||
Share issued price per unit | $ / shares | $ 10 | ||||||
Number of shares issued | shares | 23,000,000 | ||||||
Proceeds from Issuance Initial Public Offering | $ 230,000,000 | ||||||
Common Class A [Member] | Over-Allotment Option [Member] | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of units issued | shares | 3,000,000 | ||||||
APAC Common Stock | OmniAb Inc | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of Class A common stock issued upon conversion of each share (in shares) | shares | 1 | ||||||
Number of shares in a unit | shares | 1 | ||||||
APAC Common Stock | OmniAb Inc | Avista Public Acquisition Corp. II [Member] | First Requirements | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Volume-weighted average price per share | $ / shares | 12.5 | $ 12.5 | |||||
Number of days at volume-weighted average price to trigger vesting | 20 days | ||||||
Number of consecutive days volume-weighted average price to be within | 30 days | ||||||
APAC Common Stock | OmniAb Inc | Avista Public Acquisition Corp. II [Member] | Second Requirements | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Volume-weighted average price per share | $ / shares | $ 15 | $ 15 | |||||
Number of days at volume-weighted average price to trigger vesting | 20 days | ||||||
Number of consecutive days volume-weighted average price to be within | 30 days | ||||||
APAC Common Stock | Warrant [Member] | OmniAb Inc | Avista Public Acquisition Corp. II [Member] | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of warrants in a unit | shares | 1 | ||||||
Earnout Stock | OmniAb Inc | Avista Public Acquisition Corp. II [Member] | First Requirements | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Percent of shares vested upon the combined company's achievement of the post-transaction volume-weighted average price | 50% | ||||||
Sponsor | OmniAb Inc | Avista Public Acquisition Corp. II [Member] | Amended and Restated Forward Purchase Agreement | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Additional aggregate purchase price | $ 100,000,000 | ||||||
Sponsor | Avista Public Acquisition Corp. II [Member] | Amended and Restated Forward Purchase Agreement | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of warrants issued | shares | 1,500,000 | ||||||
Gross proceeds | $ 15,000,000 | ||||||
Additional aggregate purchase price | $ 86,729,340 | $ 100,000,000 | |||||
Sponsor purchased backstop | shares | 8,672,934 | ||||||
Shares backstop warrants | shares | 1,445,489 | ||||||
Maximum additional aggregate purchase price | $ 100,000,000 | ||||||
Sponsor | Warrant [Member] | Avista Public Acquisition Corp. II [Member] | Amended and Restated Forward Purchase Agreement | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of warrants issued | shares | 1,666,667 | 1,666,667 | 1,666,667 | ||||
Additional number of warrants | shares | 1,666,667 | ||||||
Sponsor | APAC Common Stock | Avista Public Acquisition Corp. II [Member] | Amended and Restated Forward Purchase Agreement | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Number of units issued | shares | 1,500,000 | ||||||
Number of shares issued | shares | 1,500,000 | ||||||
Additional number of common stock | shares | 10,000,000 | ||||||
Sponsor | Earnout Stock | Avista Public Acquisition Corp. II [Member] | Sponsor Insider Agreement | |||||||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS, LIQUIDITY, AND GOING CONCERN CONSIDERATION | |||||||
Maximum number of shares subject to the price-based vesting conditions | shares | 1,916,667 | 1,916,667 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||
Nov. 01, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Unrecognized tax benefits | $ 894,000 | $ 894,000 | $ 766,000 | $ 589,000 | $ 556,000 | |||||||||||
Cash | $ 95,800,000 | |||||||||||||||
Revenues | $ 23,700,000 | $ 19,500,000 | 34,700,000 | 23,300,000 | 18,300,000 | |||||||||||
Net loss | $ (12,596,000) | $ (10,276,000) | $ (6,282,000) | $ (7,890,000) | $ (8,625,000) | $ (7,455,000) | (29,154,000) | (23,970,000) | (27,042,000) | (17,557,000) | (13,589,000) | |||||
Allowance for credit losses | 100,000 | 100,000 | 100,000 | $ 100,000 | ||||||||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected dividend rate | 0% | |||||||||||||||
Common stock, dividends, per share, declared | $ 2.5 | |||||||||||||||
Common stock, dividends, per share, cash paid | $ 0 | |||||||||||||||
Contract with customer liability revenue recognized | 4,000,000 | 2,400,000 | 9,900,000 | $ 5,200,000 | $ 7,400,000 | $ 400,000 | $ 2,400,000 | |||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||||||||||||||
Share Based Payment Arrangement Nonemployee Directors [Member] | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | |||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||
Share based compensation arrangement by share based payment award description of award vesting period | Options granted to employees typically vest 1/8 on the six month anniversary of the date of grant, and 1/48 each month thereafter for forty-two months. | |||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | Restricted Stock Units And Phantom Share Units [Member] | ||||||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||||||||||||
Avista Public Acquisition Corp. II [Member] | ||||||||||||||||
Cash held outside of the Trust Account | 19,847 | 19,847 | 189,971 | $ 189,971 | ||||||||||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | ||||||||||||
Unrecognized tax benefits accrued for interest and penalties | 0 | 0 | 0 | 0 | ||||||||||||
Federal depository insurance coverage | 250,000 | 250,000 | 250,000 | $ 250,000 | ||||||||||||
Net loss | $ (7,786) | $ (2,466,430) | $ (1,624,916) | $ (4,361,240) | $ (170,579) | $ (2,185) | $ (180,550) | $ (8,452,586) | $ (516,442) | |||||||
Common Class A [Member] | Avista Public Acquisition Corp. II [Member] | Common Stock [Member] | Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||||||||
Business acquisition for share | 21,713,864 | |||||||||||||||
Business acquisition for per share | $ 10.32 | |||||||||||||||
Business combination | $ 224,000,000 | |||||||||||||||
Common Class A [Member] | IPO [Member] | Avista Public Acquisition Corp. II [Member] | ||||||||||||||||
Number of shares issued | 23,000,000 | |||||||||||||||
Sale of Units, net of underwriting discounts (in shares) | 23,000,000 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 6,910 | $ 6,277 | $ 23,732 | $ 19,468 | $ 34,748 | $ 23,268 | $ 18,318 |
Royalty revenue [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 582 | 0 | 984 | 0 | |||
License fees [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 400 | 200 | 2,455 | 1,950 | 4,500 | 4,260 | 5,700 |
Milestone revenue [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | 1,000 | 1,200 | 5,371 | 3,264 | 10,164 | 7,125 | 7,050 |
Service revenue [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Revenues | $ 4,928 | $ 4,877 | $ 14,922 | $ 14,254 | $ 20,084 | $ 11,883 | $ 5,568 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Revenue from Significant Partners (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Partner A [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 28% | 26% | 17% |
Partner B [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 24% | 21% | 12% |
Partner C [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11% | 10% | 11% |
BASIS OF PRESENTATION AND SUM_7
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Ordinary Shares Subject to Possible Redemption (Details) - Avista Public Acquisition Corp. II [Member] - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Gross proceeds | $ 230,000,000 | $ 230,000,000 | ||||
Proceeds allocated to Public Warrants | (9,813,334) | (9,813,334) | ||||
Issuance costs allocated to Class A ordinary shares | (13,029,901) | (13,029,901) | ||||
Remeasurement of Class A ordinary shares to redemption amount | $ 1,090,544 | $ 348,332 | $ 28,307,827 | $ 1,438,875 | 28,593,235 | 28,593,235 |
Class A ordinary shares subject to possible redemption | $ 237,188,875 | $ 237,188,875 | $ 235,750,000 | $ 235,750,000 |
BASIS OF PRESENTATION AND SUM_8
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Offering Costs associated with the Initial Public Offering (Details) - Avista Public Acquisition Corp. II [Member] - USD ($) | 11 Months Ended | ||
Aug. 12, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | |
Offering costs | $ 13,662,256 | $ 13,662,256 | |
Underwriting fees | 4,600,000 | 4,600,000 | |
Deferred underwriting fee payable | 8,050,000 | 8,050,000 | $ 4,025,000 |
Other offering costs | 1,012,256 | 1,012,256 | |
Offering costs reduction of temporary equity | 13,029,901 | 13,029,901 | |
Offering costs as a reduction of equity | $ 632,355 | $ 632,355 |
BASIS OF PRESENTATION AND SUM_9
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Ordinary Share (Details) - shares | 9 Months Ended | 11 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrant [Member] | Avista Public Acquisition Corp. II [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 15,900,000 | 15,900,000 |
BASIS OF PRESENTATION AND SU_10
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Calculation of basic and diluted net loss per ordinary share (Details) - Avista Public Acquisition Corp. II [Member] - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common Class A [Member] | |||||
Numerator: | |||||
Net loss | $ (1,973,144,000) | $ (118,394,000) | $ (86,633,000) | $ (6,762,069,000) | $ (335,384) |
Denominator: | |||||
Basic weighted average shares outstanding | 23,000,000 | 12,250,000 | 4,755,274 | 23,000,000 | 9,857,143 |
Diluted weighted average shares outstanding | 23,000,000 | 12,250,000 | 4,755,274 | 23,000,000 | 9,857,143 |
Basic net loss per ordinary share | $ (0.09) | $ (0.01) | $ (0.02) | $ (0.29) | $ (0.03) |
Diluted net loss per ordinary share | $ (0.09) | $ (0.01) | $ (0.02) | $ (0.29) | $ (0.03) |
Common Class B [Member] | |||||
Numerator: | |||||
Net loss | $ (493,286,000) | $ (52,185,000) | $ (93,917,000) | $ (1,690,517,000) | $ (181,058) |
Denominator: | |||||
Basic weighted average shares outstanding | 5,750,000 | 5,399,457 | 5,155,063 | 5,750,000 | 5,321,429 |
Diluted weighted average shares outstanding | 5,750,000 | 5,399,457 | 5,155,063 | 5,750,000 | 5,321,429 |
Basic net loss per ordinary share | $ (0.09) | $ (0.01) | $ (0.02) | $ (0.29) | $ (0.03) |
Diluted net loss per ordinary share | $ (0.09) | $ (0.01) | $ (0.02) | $ (0.29) | $ (0.03) |
Acquisitions - Schedule of Reco
Acquisitions - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 09, 2020 | Sep. 08, 2020 | Apr. 01, 2020 | Jul. 23, 2019 |
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||||||
Goodwill | $ 83,979 | $ 83,979 | $ 83,979 | ||||
Taurus Acquisition [Member] | |||||||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||||||
Cash and other assets | $ 47 | ||||||
Intangible assets with finite-life – core technologies | 5,155 | ||||||
Business combination recognized identifiable assets acquired and liabilities assumed assets | $ 5,202 | ||||||
xCella Acquisition [Member] | |||||||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||||||
Cash and other assets | $ 240 | ||||||
Accrued liabilities | (142) | ||||||
Deferred tax liabilities, net | (320) | ||||||
Intangible assets with finite-life – core technologies | 7,298 | ||||||
Business combination recognized identifiable assets acquired and liabilities assumed assets | $ 7,076 | ||||||
Icagen Acquisition [Member] | |||||||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||||||
Property and equipment, net | $ 1,173 | ||||||
Prepaids and other assets | 588 | ||||||
Liabilities assumed | (812) | ||||||
Deferred revenue | (3,685) | ||||||
Deferred tax assets, net | 821 | ||||||
Acquired intangibles | 12,800 | ||||||
Goodwill | 9,055 | ||||||
Recognized identified assets acquired and liabilities assumed | $ 19,940 | ||||||
Ab Initio Acquisition [Member] | |||||||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||||||
Cash and other assets | $ 28 | ||||||
Accounts payable and accrued liabilities | (83) | ||||||
Deferred tax liabilities, net | (196) | ||||||
Goodwill | 4,862 | ||||||
Recognized identified assets acquired and liabilities assumed | 12,011 | ||||||
Ab Initio Acquisition [Member] | Technology-Based Intangible Assets [Member] | |||||||
Schedule Of Recognized Identified Assets Acquired And Liabilities Assumed [Line Items] | |||||||
Intangible assets with finite-life – core technologies | $ 7,400 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ in Thousands | 36 Months Ended | ||||
Sep. 09, 2020 USD ($) | Sep. 08, 2020 USD ($) | Apr. 01, 2020 USD ($) | Jul. 23, 2019 USD ($) | Dec. 31, 2021 Number | |
Business Acquisition [Line Items] | |||||
Number of acquisitions | Number | 4 | ||||
Number of businesses acquired | Number | 2 | ||||
Taurus Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage share of post clinical acquire product revenues | 25% | ||||
Business combination consideration transferred | $ 5,200 | ||||
Payments to acquire businesses gross | 4,600 | ||||
Business combination consideration transferred liabilities incurred | 500 | ||||
Business combination consideration transferred earnout rights | 4,500 | ||||
Taurus Acquisition [Member] | Research and Development Expense [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination consideration transferred earnout rights | $ 25,000 | ||||
xCella Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage share of future milestone payments | 25% | ||||
Business combination consideration transferred | $ 7,100 | ||||
Business combination consideration transferred liabilities incurred | 500 | ||||
Business combination consideration transferred earnout rights | 5,000 | ||||
xCella Acquisition [Member] | Research and Development Expense [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination consideration transferred earnout rights | $ 25,750 | ||||
Icagen Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired finite lived intangible assets weighted average useful life | 9 years 8 months 12 days | ||||
Business combination consideration transferred | $ 19,900 | ||||
Payments to acquire businesses gross | 15,100 | ||||
Business combination contingent consideration revenue milestone payment | $ 4,800 | ||||
Business combination cash flow discounted rate | 17% | ||||
Ab Initio Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination consideration transferred | $ 12,000 | ||||
Payments to acquire businesses gross | $ 11,900 | ||||
Business combination cash flow discounted rate | 12% | ||||
Business combination consideration transferred to holdback for potential indemnification claims | $ 150 | ||||
Technology-Based Intangible Assets [Member] | Taurus Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired finite lived intangible assets weighted average useful life | 10 years | ||||
Technology-Based Intangible Assets [Member] | xCella Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired finite lived intangible assets weighted average useful life | 15 years | ||||
Technology-Based Intangible Assets [Member] | Icagen Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired finite lived intangible assets weighted average useful life | 10 years | ||||
Finite lived intangible assets acquired | $ 1,700 | ||||
Technology-Based Intangible Assets [Member] | Ab Initio Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired finite lived intangible assets weighted average useful life | 20 years | ||||
Customer Relationships [Member] | Icagen Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired finite lived intangible assets weighted average useful life | 9 years 7 months 6 days | ||||
Finite lived intangible assets acquired | $ 11,100 | ||||
Earnout Rights [Member] | Icagen Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination contingent consideration arrangements range of outcomes value high | $ 25,000 |
Restatement of Previously Iss_3
Restatement of Previously Issued Combined Financial Statements - Schedule Of Restatement Of Previously Issued Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||||||||||
Accounts receivable | $ 4,722 | $ 21,136 | $ 15,875 | |||||||
Total current assets | 13,015 | 22,542 | 16,649 | |||||||
Goodwill | 83,979 | 83,979 | 83,979 | |||||||
Total assets | 306,450 | 304,465 | 295,380 | |||||||
Liabilities: | ||||||||||
Accrued liabilities | 4,092 | 3,746 | 3,956 | |||||||
Accounts payable | 6,275 | 2,924 | 469 | |||||||
Current portion of finance lease liabilities | 1 | 1 | 1 | |||||||
Total current liabilities | 22,793 | 20,577 | 14,277 | |||||||
Deferred income taxes, net | 16,021 | 21,962 | 28,925 | |||||||
Other long-term liabilities | 298 | 295 | 1,308 | |||||||
Total liabilities | 73,740 | 70,158 | 59,843 | |||||||
Parent company net investment: | ||||||||||
Parent company net investment | 232,710 | $ 226,943 | $ 224,921 | 234,307 | $ 228,002 | $ 226,403 | $ 227,600 | 235,537 | $ 218,243 | $ 204,882 |
Total liabilities and parent company net investment | $ 306,450 | $ 304,465 | 295,380 | |||||||
Revision of Prior Period, Adjustment [Member] | ||||||||||
Assets: | ||||||||||
Accounts receivable | 7,000 | |||||||||
Combined Balance Sheet [Member] | ||||||||||
Assets: | ||||||||||
Accounts receivable | 15,875 | 7,924 | ||||||||
Total current assets | 16,649 | 7,945 | ||||||||
Intangible assets, net | 186,644 | |||||||||
Goodwill | 83,979 | 77,022 | ||||||||
Total assets | 295,380 | 262,384 | ||||||||
Liabilities: | ||||||||||
Accrued liabilities | 3,956 | |||||||||
Accounts payable | 877 | |||||||||
Current portion of finance lease liabilities | 1 | 7 | ||||||||
Total current liabilities | 14,277 | 6,217 | ||||||||
Deferred income taxes, net | 28,925 | 35,302 | ||||||||
Other long-term liabilities | 1,308 | 309 | ||||||||
Total liabilities | 59,843 | 44,141 | ||||||||
Parent company net investment: | ||||||||||
Parent company net investment | 235,537 | 218,243 | ||||||||
Total liabilities and parent company net investment | 295,380 | 262,384 | ||||||||
Combined Balance Sheet [Member] | Previously Reported [Member] | ||||||||||
Assets: | ||||||||||
Accounts receivable | 8,870 | 7,774 | ||||||||
Total current assets | 9,644 | 7,795 | ||||||||
Intangible assets, net | 186,592 | |||||||||
Goodwill | 84,066 | 77,108 | ||||||||
Total assets | 288,410 | 262,320 | ||||||||
Liabilities: | ||||||||||
Accrued liabilities | 3,456 | |||||||||
Accounts payable | 806 | |||||||||
Current portion of finance lease liabilities | 14 | 0 | ||||||||
Total current liabilities | 13,790 | 6,139 | ||||||||
Deferred income taxes, net | 29,185 | 35,388 | ||||||||
Other long-term liabilities | 1,295 | 295 | ||||||||
Total liabilities | 59,603 | 44,135 | ||||||||
Parent company net investment: | ||||||||||
Parent company net investment | 228,807 | 218,185 | ||||||||
Total liabilities and parent company net investment | 288,410 | 262,320 | ||||||||
Combined Balance Sheet [Member] | Revision of Prior Period, Adjustment [Member] | ||||||||||
Assets: | ||||||||||
Accounts receivable | 7,005 | 150 | ||||||||
Total current assets | 7,005 | 150 | ||||||||
Intangible assets, net | 52 | |||||||||
Goodwill | (87) | (86) | ||||||||
Total assets | 6,970 | 64 | ||||||||
Liabilities: | ||||||||||
Accrued liabilities | 500 | |||||||||
Accounts payable | 71 | |||||||||
Current portion of finance lease liabilities | (13) | 7 | ||||||||
Total current liabilities | 487 | 78 | ||||||||
Deferred income taxes, net | (260) | (86) | ||||||||
Other long-term liabilities | 13 | 14 | ||||||||
Total liabilities | 240 | 6 | ||||||||
Parent company net investment: | ||||||||||
Parent company net investment | 6,730 | 58 | ||||||||
Total liabilities and parent company net investment | $ 6,970 | $ 64 |
Restatement of Previously Iss_4
Restatement of Previously Issued Combined Financial Statements - Schedule Of Restatement Of Previously Issued Statement Of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenues | $ 23,700 | $ 19,500 | $ 34,700 | $ 23,300 | $ 18,300 | ||||||
Research and development | $ 13,189 | $ 9,925 | 35,445 | 28,207 | 39,232 | 24,796 | 13,208 | ||||
General and administrative | 5,582 | 3,697 | 14,697 | 12,603 | 16,947 | 10,225 | 8,651 | ||||
Total operating expenses | 21,819 | 16,083 | 59,430 | 50,004 | 70,357 | 48,891 | 31,345 | ||||
Loss from operations | (14,909) | (9,806) | (35,698) | (30,536) | (35,609) | (25,623) | (13,027) | ||||
Loss before income tax | (14,909) | (9,806) | (35,698) | (30,542) | (34,350) | (23,728) | (13,027) | ||||
Income tax benefit (expense) | (2,313) | (1,916) | (6,544) | (6,572) | (7,308) | (6,171) | 562 | ||||
Net loss | $ (12,596) | $ (10,276) | $ (6,282) | $ (7,890) | $ (8,625) | $ (7,455) | $ (29,154) | $ (23,970) | $ (27,042) | (17,557) | (13,589) |
Combined Statement Of Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenues | 18,318 | ||||||||||
Research and development | 24,796 | 13,208 | |||||||||
General and administrative | 10,225 | 8,651 | |||||||||
Total operating expenses | 48,891 | 31,345 | |||||||||
Loss from operations | (25,623) | (13,027) | |||||||||
Loss before income tax | (23,728) | (13,027) | |||||||||
Income tax benefit (expense) | 6,171 | (562) | |||||||||
Net loss | (17,557) | (13,589) | |||||||||
License And Milestone [Member] | Combined Statement Of Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenues | 12,750 | ||||||||||
Service [Member] | Combined Statement Of Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenues | 5,568 | ||||||||||
Previously Reported [Member] | Combined Statement Of Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenues | 18,213 | ||||||||||
Research and development | 24,894 | 13,137 | |||||||||
General and administrative | 10,240 | 7,976 | |||||||||
Total operating expenses | 49,004 | 30,599 | |||||||||
Loss from operations | (25,736) | (12,386) | |||||||||
Loss before income tax | (23,841) | (12,386) | |||||||||
Income tax benefit (expense) | 5,945 | (657) | |||||||||
Net loss | (17,896) | (13,043) | |||||||||
Previously Reported [Member] | License And Milestone [Member] | Combined Statement Of Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenues | 12,685 | ||||||||||
Previously Reported [Member] | Service [Member] | Combined Statement Of Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenues | 5,528 | ||||||||||
Revision of Prior Period, Adjustment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
General and administrative | 700 | ||||||||||
Revision of Prior Period, Adjustment [Member] | Combined Statement Of Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenues | 105 | ||||||||||
Research and development | (98) | 71 | |||||||||
General and administrative | (15) | 675 | |||||||||
Total operating expenses | (113) | 746 | |||||||||
Loss from operations | 113 | (641) | |||||||||
Loss before income tax | 113 | (641) | |||||||||
Income tax benefit (expense) | 226 | 95 | |||||||||
Net loss | $ 339 | (546) | |||||||||
Revision of Prior Period, Adjustment [Member] | License And Milestone [Member] | Combined Statement Of Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenues | 65 | ||||||||||
Revision of Prior Period, Adjustment [Member] | Service [Member] | Combined Statement Of Operations [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Revenues | $ 40 |
Restatement of Previously Iss_5
Restatement of Previously Issued Combined Financial Statements - Schedule Of Restatement Of Previously Issued Statement Of Changes In Parent Company Net Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Balance at the beginning | $ 226,943 | $ 224,921 | $ 234,307 | $ 226,403 | $ 227,600 | $ 235,537 | $ 234,307 | $ 235,537 | $ 235,537 | $ 218,243 | $ 204,882 |
Net loss | (12,596) | (10,276) | (6,282) | (7,890) | (8,625) | (7,455) | (29,154) | (23,970) | (27,042) | (17,557) | (13,589) |
Net transfer from parent | 15,284 | 4,830 | 10,747 | 25,686 | 20,290 | ||||||
Balance at the end | $ 232,710 | $ 226,943 | $ 224,921 | $ 228,002 | $ 226,403 | 227,600 | $ 232,710 | 228,002 | 234,307 | 235,537 | 218,243 |
Combined Statement Of Changes In Parent Company Net Investment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Balance at the beginning | 235,537 | 235,537 | 235,537 | 218,243 | |||||||
Net loss | (17,557) | (13,589) | |||||||||
Net transfer from parent | 25,686 | 20,290 | |||||||||
Balance at the end | 235,537 | 218,243 | |||||||||
Previously Reported [Member] | Combined Statement Of Changes In Parent Company Net Investment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Balance at the beginning | 228,807 | 228,807 | 228,807 | 218,185 | |||||||
Net loss | (17,896) | (13,043) | |||||||||
Net transfer from parent | 19,353 | 19,686 | |||||||||
Balance at the end | 228,807 | 218,185 | |||||||||
Revision of Prior Period, Adjustment [Member] | Combined Statement Of Changes In Parent Company Net Investment [Member] | |||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||
Balance at the beginning | $ 6,730 | $ 6,730 | $ 6,730 | 58 | |||||||
Net loss | 339 | (546) | |||||||||
Net transfer from parent | 6,333 | 604 | |||||||||
Balance at the end | $ 6,730 | $ 58 |
Restatement of Previously Iss_6
Restatement of Previously Issued Combined Financial Statements - Schedule Of Restatement Of Previously Issued Statement Of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||||||||||
Net loss | $ (12,596) | $ (10,276) | $ (6,282) | $ (7,890) | $ (8,625) | $ (7,455) | $ (29,154) | $ (23,970) | $ (27,042) | $ (17,557) | $ (13,589) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
Deferred income taxes, net | (6,840) | (6,325) | (7,325) | (6,185) | 557 | ||||||
Others | 133 | (35) | (64) | (161) | 0 | ||||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
Accounts receivable, net | (17,610) | (12,721) | (6,019) | (339) | 4,290 | ||||||
Accounts payable and accrued liabilities | 432 | 161 | 1,513 | 2,759 | (570) | ||||||
Net cash provided by operating activities | 3,556 | (1,232) | (5,672) | 3,619 | (5,195) | ||||||
Financing activities: | |||||||||||
Net transfer from parent | 15,284 | 4,830 | 10,747 | 25,686 | 20,290 | ||||||
Net cash provided by financing activities | $ 9,556 | $ 3,780 | 9,697 | 23,361 | 17,290 | ||||||
Supplemental disclosure of cash flow information: | |||||||||||
Deferred revenue recorded in accounts receivable | $ 11,344 | 8,451 | 1,425 | ||||||||
Combined Statement Of Cash Flows [Member] | |||||||||||
Operating activities: | |||||||||||
Net loss | (17,557) | (13,589) | |||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
Deferred income taxes, net | (6,185) | 557 | |||||||||
Others | 161 | ||||||||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
Accounts receivable, net | 339 | (4,290) | |||||||||
Accounts payable and accrued liabilities | 2,759 | (570) | |||||||||
Deferred revenue | 1,328 | (1,875) | |||||||||
Other | 1,309 | (1,849) | |||||||||
Net cash provided by operating activities | 3,619 | (5,195) | |||||||||
Financing activities: | |||||||||||
Net transfer from parent | 25,686 | 20,290 | |||||||||
Net cash provided by financing activities | 23,361 | 17,290 | |||||||||
Supplemental disclosure of cash flow information: | |||||||||||
Deferred revenue recorded in accounts receivable | 8,451 | 1,425 | |||||||||
Previously Reported [Member] | Combined Statement Of Cash Flows [Member] | |||||||||||
Operating activities: | |||||||||||
Net loss | (17,896) | (13,043) | |||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
Deferred income taxes, net | (5,960) | 653 | |||||||||
Others | 0 | ||||||||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
Accounts receivable, net | (1,096) | (5,565) | |||||||||
Accounts payable and accrued liabilities | 2,337 | (648) | |||||||||
Deferred revenue | 9,779 | (450) | |||||||||
Other | 1,323 | (1,959) | |||||||||
Net cash provided by operating activities | 9,952 | (4,591) | |||||||||
Financing activities: | |||||||||||
Net transfer from parent | 19,353 | 19,686 | |||||||||
Net cash provided by financing activities | 17,028 | 16,686 | |||||||||
Supplemental disclosure of cash flow information: | |||||||||||
Deferred revenue recorded in accounts receivable | 0 | 0 | |||||||||
Revision of Prior Period, Adjustment [Member] | Combined Statement Of Cash Flows [Member] | |||||||||||
Operating activities: | |||||||||||
Net loss | 339 | (546) | |||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
Deferred income taxes, net | (225) | (96) | |||||||||
Others | 161 | ||||||||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||||||
Accounts receivable, net | 1,435 | 1,275 | |||||||||
Accounts payable and accrued liabilities | 422 | 78 | |||||||||
Deferred revenue | (8,451) | (1,425) | |||||||||
Other | (14) | 110 | |||||||||
Net cash provided by operating activities | (6,333) | (604) | |||||||||
Financing activities: | |||||||||||
Net transfer from parent | 6,333 | 604 | |||||||||
Net cash provided by financing activities | 6,333 | 604 | |||||||||
Supplemental disclosure of cash flow information: | |||||||||||
Deferred revenue recorded in accounts receivable | $ 8,451 | $ 1,425 |
Restatement of Previously Iss_7
Restatement of Previously Issued Combined Financial Statements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 4,722 | $ 4,722 | $ 21,136 | $ 15,875 | |||
General and Administrative Expense | $ 5,582 | $ 3,697 | $ 14,697 | $ 12,603 | $ 16,947 | 10,225 | $ 8,651 |
Revision of Prior Period, Adjustment [Member] | |||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 7,000 | ||||||
General and Administrative Expense | $ 700 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 11 Months Ended | |
Aug. 12, 2021 | Dec. 31, 2021 | |
Avista Public Acquisition Corp. II [Member] | ||
Initial Public offering | ||
Share issued price per unit | $ 10 | |
Gross proceeds | $ 230,000,000 | |
Exercise price of warrants | $ 11.5 | |
IPO [Member] | Avista Public Acquisition Corp. II [Member] | ||
Initial Public offering | ||
Number of units issued | 23,000,000 | 15,900,000 |
Share issued price per unit | $ 10 | |
IPO [Member] | Public Warrants | ||
Initial Public offering | ||
Number of warrants in a unit | 0.33 | |
IPO [Member] | Public Warrants | Avista Public Acquisition Corp. II [Member] | ||
Initial Public offering | ||
Number of units issued | 7,666,667 | |
Number of shares in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Exercise price of warrants | $ 11.5 | |
Over-Allotment Option [Member] | Avista Public Acquisition Corp. II [Member] | ||
Initial Public offering | ||
Number of units issued | 3,000,000 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - Avista Public Acquisition Corp. II [Member] - USD ($) | 11 Months Ended | |
Aug. 12, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Aggregate purchase price | $ 12,350,000 | |
Exercise price of warrant | $ 11.5 | |
Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Price of warrants | $ 1.5 | |
Over-Allotment Option [Member] | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 900,000 | |
Private Placement [Member] | Private Placement Warrants | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of warrants to purchase shares issued | 8,233,333 | 8,233,333 |
Price of warrants | $ 1.5 | $ 1.5 |
Aggregate purchase price | $ 12,350,000 | $ 12,350,000 |
Number of shares per warrant | 1 | |
Exercise price of warrant | $ 11.5 |
Relationship with Parent and _3
Relationship with Parent and Related Entities - Founder Shares (Details) - Avista Public Acquisition Corp. II [Member] - USD ($) | 2 Months Ended | 9 Months Ended | 11 Months Ended | ||
Jun. 16, 2021 | Feb. 12, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |||||
Aggregate purchase price | $ 25,000 | $ 25,000 | |||
Founder Shares | Sponsor | Common Class B [Member] | |||||
RELATED PARTY TRANSACTIONS | |||||
Aggregate purchase price | $ 25,000 | ||||
Number of shares issued | 35,000 | 5,750,000 | |||
Total number of shares transferred | 105,000 | ||||
Shares subject to forfeiture | 105,000 | 750,000 | |||
Percentage of issued and outstanding shares after the Initial Public Offering collectively held by initial stockholders | 20% | ||||
Threshold Period For Not To Transfer, Assign Or Sell Any Shares Or Warrants After Completion Of Initial Business Combination | 1 year | 1 year | |||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | ||||
Founder Shares | Sponsor | Common Class A [Member] | |||||
RELATED PARTY TRANSACTIONS | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | ||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 20 days | ||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days |
Relationship with Parent and _4
Relationship with Parent and Related Entities - Schedule Of Share-Based Payment Arrangement, Expensed and Capitalized, Amount (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | $ 5,279 | $ 3,810 | $ 12,273 | $ 11,606 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | 3,079 | 2,395 | 7,243 | 6,902 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-Based Payment Arrangement, Expense | $ 2,200 | $ 1,415 | $ 5,030 | $ 4,704 |
Relationship with Parent and _5
Relationship with Parent and Related Entities - Additional Information (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Aug. 12, 2021 | Jun. 23, 2021 | Mar. 22, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 14, 2022 | Feb. 12, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||
Share-Based Payment Arrangement, Expense | $ 5,279,000 | $ 3,810,000 | $ 12,273,000 | $ 11,606,000 | ||||||||||
Research and Development Expense [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share-Based Payment Arrangement, Expense | 3,079,000 | 2,395,000 | 7,243,000 | 6,902,000 | ||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share-Based Payment Arrangement, Expense | 2,200,000 | 1,415,000 | $ 5,030,000 | 4,704,000 | ||||||||||
Equity Based Incentive Plans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share-Based Payment Arrangement, Expense | $ 15,100,000 | $ 9,200,000 | $ 6,700,000 | |||||||||||
Equity Based Incentive Plans [Member] | Research and Development Expense [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share-Based Payment Arrangement, Expense | 9,000,000 | 5,600,000 | 3,900,000 | |||||||||||
Equity Based Incentive Plans [Member] | General and Administrative Expense [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share-Based Payment Arrangement, Expense | $ 6,100,000 | 3,600,000 | 2,800,000 | |||||||||||
Employee Stock Purchase Plan [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Purchase price of common stock expressed as a percentage of its fair value | 85% | |||||||||||||
Payments for repurchase of common stock | $ 25,000,000 | |||||||||||||
Percentage of their eligible compensation during the offering period. | 10% | |||||||||||||
Share-Based Payment Arrangement, Expense | $ 200 | 100 | 100 | |||||||||||
Maximum [Member] | Equity Based Incentive Plans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, terms of award | 1/48 each month thereafter for forty-two months | 1/48 each month thereafter for forty-two months | ||||||||||||
Minimum [Member] | Equity Based Incentive Plans [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Share-based compensation arrangement by share-based payment award, terms of award | 1/8 on the six month | 1/8 on the six month | ||||||||||||
Avista Public Acquisition Corp. II [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Proceeds from promissory note - related party | $ 119,275 | $ 0 | $ 175,000 | |||||||||||
Repayment of related party promissory note | 175,000 | 0 | ||||||||||||
Promissory Note with Related Party | Avista Public Acquisition Corp. II [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Maximum borrowing capacity of related party promissory note | 300,000 | $ 300,000 | $ 300,000 | |||||||||||
Offering costs paid by Sponsor and included in promissory note - related party | $ 55,725 | |||||||||||||
Proceeds from promissory note - related party | $ 119,275 | |||||||||||||
Repayment of related party promissory note | $ 175,000 | |||||||||||||
Administrative Support Agreement | Avista Public Acquisition Corp. II [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses per month | 10,000 | 10,000 | ||||||||||||
Expenses incurred and paid | 30,000 | $ 20,000 | 90,000 | 46,129 | ||||||||||
Related Party Loans | Avista Public Acquisition Corp. II [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Maximum borrowing capacity of related party promissory note | 750,000 | 750,000 | $ 750,000 | |||||||||||
Loan conversion agreement warrant | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||
Price of warrant | $ 1.5 | $ 1.5 | $ 1.5 | $ 1.5 | $ 1.5 | |||||||||
Working capital loans, outstanding | $ 750,000 | $ 750,000 | $ 0 | $ 0 | ||||||||||
Service [Member] | Director [Member] | Avista Public Acquisition Corp. II [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Service fee paid to a director | 10,000 | |||||||||||||
General Corporate Overhead [Member] | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Selling, general and administrative expenses from transactions with related party | $ 1,600,000 | $ 900,000 | $ 4,900,000 | $ 3,800,000 | $ 6,100 | $ 3,600 | $ 2,800 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Avista Public Acquisition Corp. II [Member] | 11 Months Ended | |||
Aug. 17, 2022 USD ($) | Aug. 12, 2021 USD ($) $ / shares | Dec. 31, 2021 USD ($) ITEM $ / shares | Sep. 30, 2022 ITEM | |
Maximum number of demands for registration of securities | ITEM | 3 | 3 | ||
Purchase price per unit | $ / shares | $ 9.8 | |||
Deferred fee per unit | $ / shares | $ 0.2 | $ 0.2 | ||
Aggregate deferred underwriting fee payable | $ 4,600,000 | $ 4,600,000 | ||
Deferred underwriting fee per unit | $ / shares | $ 0.35 | |||
Additional aggregate deferred underwriting fee payable | $ 8,050,000 | |||
Percentage of deferred underwriting fee payable to third parties | 50 | |||
Aggregate deferred underwriting fee payable to third parties | $ 4,025,000 | |||
Aggregate deferred underwriting fee company not to pay or allocate to third parties | $ 4,025,000 | |||
Percentage of deferred underwriting fee payable not allocated to third parties | 50 | |||
Underwriting cash discount per unit | $ / shares | $ 0.35 | |||
Underwriter cash discount | $ 8,050,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Forward Purchase Agreement (Details) - Avista Public Acquisition Corp. II [Member] - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | ||||
Mar. 23, 2022 | Aug. 12, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Aggregate warrants to be purchase pursuant to agreements | 3,333,333 | |||||||
Exercise price of warrants | $ 11.5 | |||||||
Aggregate purchase price private placement | $ 230,000,000 | |||||||
Maximum additional aggregate purchase price | $ 100,000,000 | |||||||
Deemed dividend upon modification of the forward purchase agreement | $ 0 | $ (225,000) | $ 0 | $ 0 | $ (225,000) | |||
Aggregate purchase price | $ 12,350,000 | |||||||
Amended and Restated Forward Purchase Agreement | ||||||||
Number of warrants issued | 1,666,667 | |||||||
Amended and Restated Forward Purchase Agreement | Sponsor | ||||||||
Aggregate purchase price private placement | $ 15,000,000 | |||||||
Number of warrants issued | 1,500,000 | |||||||
Additional aggregate purchase price | $ 86,729,340 | $ 100,000,000 | ||||||
Maximum additional aggregate purchase price | 100,000,000 | |||||||
Termination fee | 12,500,000 | |||||||
Deemed dividend upon modification of the forward purchase agreement | $ 225,000 | |||||||
Sponsor purchased backstop | 8,672,934 | |||||||
Shares backstop warrants | 1,445,489 | |||||||
Forward Purchase Agreement | Sponsor | ||||||||
Exercise price of warrants | $ 11.5 | $ 11.5 | ||||||
Warrant [Member] | ||||||||
Aggregate purchase price private placement | $ 100,000,000 | |||||||
Warrant [Member] | Amended and Restated Forward Purchase Agreement | Sponsor | ||||||||
Number of warrants issued | 1,666,667 | 1,666,667 | 1,666,667 | |||||
Additional number of warrants | 1,666,667 | |||||||
Warrant [Member] | Forward Purchase Agreement | Sponsor | ||||||||
Aggregate purchase price private placement | $ 100,000,000 | |||||||
Private Placement Warrants | Amended and Restated Forward Purchase Agreement | ||||||||
Aggregate purchase price | $ 15,000,000 | |||||||
Common Class A [Member] | ||||||||
Shares To Be Purchased Pursuant To Agreements | 10,000,000 | |||||||
Common Class A [Member] | Forward Purchase Agreement | ||||||||
Aggregate warrants to be purchase pursuant to agreements | 3,333,333 | |||||||
Common Class A [Member] | Forward Purchase Agreement | Sponsor | ||||||||
Shares To Be Purchased Pursuant To Agreements | 10,000,000 | |||||||
APAC Common stock | Amended and Restated Forward Purchase Agreement | Sponsor | ||||||||
Number of units issued | 1,500,000 | |||||||
Additional number of common stock | 10,000,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current expense (benefit): | |||||||
Federal | $ 0 | $ 0 | $ 0 | ||||
State | 17 | 14 | 5 | ||||
Current Income Tax Expense (Benefit) | 17 | 14 | 5 | ||||
Deferred expense (benefit): | |||||||
Federal | (6,756) | (3,662) | (2,779) | ||||
State | (569) | (2,523) | 3,336 | ||||
Deferred Income Tax Expense (Benefit) | $ (6,840) | $ (6,325) | (7,325) | (6,185) | 557 | ||
Income tax expense (benefit) | $ (2,313) | $ (1,916) | $ (6,544) | $ (6,572) | $ (7,308) | $ (6,171) | $ 562 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||||
Tax at federal statutory rate | $ (7,214) | $ (4,983) | $ (2,736) | ||||
State, net of federal benefit | (350) | (188) | (207) | ||||
Contingent liabilities | (168) | (12) | (172) | ||||
Share-based compensation | 1,143 | 1,253 | 847 | ||||
Research and development credits | (1,064) | (573) | 0 | ||||
Change in uncertain tax positions | 119 | (6) | 0 | ||||
State tax rate change | 37 | (1,596) | 2,840 | ||||
Change in valuation allowance | 228 | 0 | 0 | ||||
Other | (39) | (66) | (10) | ||||
Income tax expense (benefit) | $ (2,313) | $ (1,916) | $ (6,544) | $ (6,572) | $ (7,308) | $ (6,171) | $ 562 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||||||
Unrecognized Tax Benefits | $ 800,000 | |||||
Unrecognized Tax Benefits, Period Increase (Decrease) | $ 0 | |||||
Effective Income Tax Rate Reconciliation, Percent | 15.50% | 19.50% | 18.30% | 21.50% | 21% | 21% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | ||||
Federal Research and Development Credit [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Tax Credit Carryforward, Amount | $ 1,900,000 | |||||
California Research and Development Credit [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Tax Credit Carryforward, Amount | 2,000,000 | |||||
Two Thousand Thirty seven [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating Loss Carryforwards | 27,300,000 | |||||
Two Thousand Thirty Two [Member] | ||||||
Income Tax Disclosure [Line Items] | ||||||
Operating Loss Carryforwards | $ 12,600,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred assets: | ||
Net operating loss carryforwards | $ 6,618 | $ 4,492 |
Research credit carryforwards | 2,803 | 1,991 |
Stock compensation | 1,703 | 1,373 |
Deferred revenue | 1,768 | 772 |
Operating lease liabilities | 3,088 | 577 |
Other | 1,488 | 1,015 |
Valuation allowance for deferred tax assets | (526) | (403) |
Net deferred tax assets | 16,942 | 9,817 |
Deferred tax liabilities: | ||
Identified intangibles | (35,114) | (37,479) |
Operating lease assets | (2,973) | (560) |
Other | (817) | (703) |
Net deferred tax liabilities | (38,904) | (38,742) |
Deferred income taxes, net | $ (21,962) | $ (28,925) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at beginning of year | $ 766 | $ 589 | $ 556 |
Additions based on tax positions related to the current year | 128 | 94 | 0 |
Additions for tax positions of prior years | 0 | 87 | 33 |
Reductions for tax positions in prior years | 0 | (4) | 0 |
Balance at end of year | $ 894 | $ 766 | $ 589 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Operating lease assets | $ 21,456 | $ 13,332 | $ 2,499 |
Liabilities | |||
Current operating lease liabilities | 1,530 | 578 | 579 |
Long-term operating lease liabilities | 25,016 | 13,272 | 2,012 |
Total lease liabilities | $ 26,546 | $ 13,850 | $ 2,591 |
Leases - Schedule of Lessee, Op
Leases - Schedule of Lessee, Operating Lease, Liability, Maturity (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | |||
Remaining three months ending December 31, 2022 | $ 848 | ||
2022-2023 | 3,455 | $ 2,122 | |
2023-2024 | 3,408 | 2,178 | |
2024-2025 | 3,523 | 2,249 | |
2025-2026 | 3,787 | 2,384 | |
2026-2027 | 3,885 | 2,433 | |
Thereafter | 14,745 | 10,414 | |
Total lease payments | 33,651 | 21,780 | |
Less imputed interest | (6,075) | (3,603) | |
Less tenant improvement allowance | (1,030) | (4,327) | |
Present value of operating lease liabilities | $ 26,546 | $ 13,850 | $ 2,591 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
operating lease right of use assets | $ 21,456 | $ 21,456 | $ 13,332 | $ 2,499 | |||
Long-term operating lease liabilities | $ 25,016 | $ 25,016 | $ 13,272 | $ 2,012 | |||
Operating Lease, Weighted Average Remaining Lease Term | 8 years 9 months 18 days | 8 years 9 months 18 days | 9 years 3 months 18 days | 4 years 8 months 12 days | |||
Operating Lease, Weighted Average Discount Rate, Percent | 4.30% | 4.30% | 3.90% | 7% | |||
Operating Lease, Payments | $ 1,300 | $ 2,200 | $ 1,100 | $ 700 | |||
Operating Lease, Expense | 1,000 | $ 400 | 2,700 | $ 1,000 | 1,600 | $ 700 | $ 500 |
Maximum [Member] | |||||||
operating lease right of use assets | 9,900 | 9,900 | 12,700 | ||||
Long-term operating lease liabilities | $ 9,900 | $ 9,900 | $ 13,200 |
Balance Sheet Account Details -
Balance Sheet Account Details - Schedule of Goodwill and Other Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |||
Goodwill | $ 83,979 | $ 83,979 | $ 83,979 |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Intangible Assets, Net (Including Goodwill) | 250,253 | 260,300 | 270,623 |
Computer Software, Intangible Asset [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite-Lived Intangible Assets, Gross | 227,129 | 227,403 | 224,758 |
Finite-Lived Intangible Assets, Accumulated Amortization | (68,980) | (60,099) | (48,321) |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Finite-Lived Intangible Assets, Gross | 11,100 | 11,100 | 11,100 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (2,975) | $ (2,083) | $ (893) |
Balance Sheet Account Details_2
Balance Sheet Account Details (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance Sheet Account Details [Line Items] | |||||||
Depreciation expense | $ 700 | $ 400 | $ 1,900 | $ 1,000 | $ 2,000 | $ 800 | $ 300 |
Finite-Lived Intangible Asset, Useful Life | 20 years | 20 years | |||||
Amortization expense | $ 3,256 | $ 3,278 | $ 9,774 | $ 9,740 | $ 12,968 | 11,800 | 10,304 |
impairment of intangible assets | $ 0 | $ 0 | $ 0 | ||||
Minimum [Member] | |||||||
Balance Sheet Account Details [Line Items] | |||||||
Property, Plant and Equipment, Estimated Useful Lives | three | three | |||||
Maximum [Member] | |||||||
Balance Sheet Account Details [Line Items] | |||||||
Property, Plant and Equipment, Estimated Useful Lives | ten years | ten years |
Balance Sheet Account Details_3
Balance Sheet Account Details - Schedule of Property and Equipment are Stated at Cost (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 24,569 | $ 10,087 | $ 4,786 |
Less: accumulated depreciation and amortization | (5,194) | (3,292) | (1,306) |
Total | 19,375 | 6,795 | 3,480 |
Lab and office equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 6,443 | 6,410 | 3,872 |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 17,639 | 3,495 | 732 |
Computer equipment and software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 487 | $ 182 | $ 182 |
Balance Sheet Account Details_4
Balance Sheet Account Details - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Accrued Liabilities [Line Items] | |||
Compensation | $ 2,249 | $ 2,320 | $ 1,495 |
Professional fees | 1,679 | 67 | 22 |
Royalties owed to third parties | 124 | 296 | 272 |
Subcontractor | 0 | 482 | |
Acquisition related liabilities | 0 | 1,000 | 1,500 |
Other | 40 | 63 | 185 |
Total accrued liabilities | $ 4,092 | $ 3,746 | $ 3,956 |
SHAREHOLDERS' EQUITY (DEFICIT)
SHAREHOLDERS' EQUITY (DEFICIT) - Preferred Stock Shares (Details) - Avista Public Acquisition Corp. II [Member] - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' EQUITY (DEFICIT_2
SHAREHOLDERS' EQUITY (DEFICIT) - Common Stock Shares (Details) - Avista Public Acquisition Corp. II [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 VOTE $ / shares shares | Dec. 31, 2021 VOTE $ / shares shares | Mar. 23, 2022 $ / shares | |
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Common shares, votes per share | VOTE | 1 | ||
Common Class A [Member] | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | VOTE | 1 | 1 | |
Common shares, shares issued (in shares) | 23,000,000 | 23,000,000 | |
Common shares, shares outstanding (in shares) | 23,000,000 | ||
Class A Common Stock Subject to Redemption | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 23,000,000 | 23,000,000 | |
Common Class B [Member] | |||
SHAREHOLDERS' EQUITY (DEFICIT) | |||
Common shares, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Common shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | VOTE | 1 | 1 | |
Common shares, shares issued (in shares) | 5,750,000 | 5,750,000 | |
Common shares, shares outstanding (in shares) | 5,750,000 | 5,750,000 | |
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent) | 20% | 20% | |
Percentage of voting rights on share holders | 50 |
SHAREHOLDERS' EQUITY (DEFICIT_3
SHAREHOLDERS' EQUITY (DEFICIT) - Warrants (Details) - Avista Public Acquisition Corp. II [Member] | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Aug. 12, 2021 $ / shares shares | Sep. 30, 2022 Day $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2021 $ / shares | |
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Months to complete initial business combination | 18 months | 18 months | ||
Threshold number of business days before sending notice of redemption to warrant holders | Day | 3 | |||
IPO [Member] | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Months to complete initial business combination | 18 months | 18 months | ||
Number of units issued | shares | 23,000,000 | 15,900,000 | ||
Number of warrants issued | shares | 15,900,000 | |||
Share price | $ / shares | $ 10.25 | $ 10.25 | $ 10.25 | |
Warrant [Member] | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Maximum period after business combination in which to file registration statement | 20 days | 20 days | ||
Period of time within which registration statement is expected to become effective | 60 days | 60 days | ||
Number of shares per warrant | shares | 1 | |||
Share price | $ / shares | $ 11.5 | $ 11.5 | 11.5 | |
Warrant [Member] | IPO [Member] | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Number of units issued | shares | 3,333,333 | |||
Warrant [Member] | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 11.5 | |||
Warrant [Member] | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 11.5 | |||
Threshold trading days for redemption of public warrants | 365 days | |||
Private Placement Warrants | IPO [Member] | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Number of units issued | shares | 8,233,333 | |||
Number of warrants issued | shares | 8,233,333 | |||
Share price | $ / shares | $ 10.25 | $ 10.25 | $ 10.25 | |
Public Warrants | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Warrant exercise period condition two | 30 days | 30 days | ||
Public warrants expiration term | 5 years | 5 years | 5 years | |
Share price trigger used to measure dilution of warrant | $ / shares | $ 9.2 | $ 9.2 | $ 9.2 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 60 | 60 | ||
Trading period after business combination used to measure dilution of warrant | 20 days | 20 days | ||
Warrant exercise price adjustment multiple | 115 | 115 | ||
Warrant redemption price adjustment multiple | 180 | 180 | ||
Restrictions on transfer period of time after business combination completion | 30 months | 30 days | ||
Public Warrants | IPO [Member] | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Number of units issued | shares | 7,666,667 | |||
Number of warrants issued | shares | 7,666,667 | |||
Number of shares per warrant | shares | 1 | |||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Warrant redemption condition minimum share price | $ / shares | $ 18 | $ 18 | ||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | ||
Threshold trading days for redemption of public warrants | 20 days | 20 days | ||
Threshold consecutive trading days for redemption of public warrants | 30 days | 30 days | ||
Redemption period | 30 days | 30 days | ||
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Redemption price per public warrant (in dollars per share) | $ / shares | $ 18 | $ 18 | ||
Threshold trading days for redemption of public warrants | 365 days | |||
Redemption period | 10 days | 10 days | ||
Share price trigger used to measure dilution of warrant | $ / shares | $ 0.5 | $ 0.5 | $ 0.5 | |
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant | 100 | 100 | ||
Forward Purchase Warrants And Backstop | IPO [Member] | OmniAb | ||||
SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Number of warrants issued | shares | 3,333,334 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 23, 2022 | |
Liabilities | ||||||
Asset impairment charges | $ 0 | $ 0 | $ 0 | $ 0 | ||
Avista Public Acquisition Corp. II [Member] | ||||||
Debt Securities, Held-to-Maturity, Amortized Cost, after Allowance for Credit Loss, Maturity [Abstract] | ||||||
Maximum additional aggregate purchase price | $ 100,000,000 | |||||
Assets | ||||||
Investments held in Trust Account | 237,188,875 | 237,188,875 | 235,750,000 | 235,750,000 | ||
Liabilities | ||||||
Derivative liability - Forward Purchase and Backstop Securities | 1,595,500 | 1,595,500 | $ 0 | $ 0 | ||
Fair Value, Recurring [Member] | Avista Public Acquisition Corp. II [Member] | ||||||
Assets | ||||||
Investments held in Trust Account | 237,188,875 | 237,188,875 | ||||
Liabilities | ||||||
Derivative liability - Forward Purchase and Backstop Securities | 1,595,500 | 1,595,500 | ||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Avista Public Acquisition Corp. II [Member] | ||||||
Assets | ||||||
Investments held in Trust Account | 237,188,875 | 237,188,875 | ||||
Fair Value, Inputs, Level 3 [Member] | Avista Public Acquisition Corp. II [Member] | ||||||
Liabilities | ||||||
Derivative liability - Forward Purchase and Backstop Securities | 1,595,500 | 1,595,500 | $ 448,380 | |||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Avista Public Acquisition Corp. II [Member] | ||||||
Liabilities | ||||||
Derivative liability - Forward Purchase and Backstop Securities | $ 1,595,500 | $ 1,595,500 |
FAIR VALUE MEASUREMENTS - Level
FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - Avista Public Acquisition Corp. II [Member] | Sep. 30, 2022 USD ($) item yr shares | Mar. 23, 2022 USD ($) yr shares item | Dec. 31, 2021 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative - Forward Purchase and Backstop Securities | $ | $ 1,595,500 | $ 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative - Forward Purchase and Backstop Securities | $ | $ 1,595,500 | $ 448,380 | |
Fair Value, Inputs, Level 3 [Member] | Fair value of Forward Purchase and Backstop Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of forward purchase and backstop securities | shares | 10.2 | 10.34 | |
Fair Value, Inputs, Level 3 [Member] | Present value of Forward Purchase and Backstop Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of forward purchase and backstop securities | shares | 10 | 10 | |
Fair Value, Inputs, Level 3 [Member] | Time to Business Combination (years) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of forward purchase and backstop securities | yr | 0.08 | 0.52 | |
Fair Value, Inputs, Level 3 [Member] | Risk-free rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of forward purchase and backstop securities | 2.8 | 0.95 | |
Fair Value, Inputs, Level 3 [Member] | Discount factor | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of forward purchase and backstop securities | 99.8 | 99.5 | |
Fair Value, Inputs, Level 3 [Member] | Expected redemption rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of forward purchase and backstop securities | 85 | 85 | |
Fair Value, Inputs, Level 3 [Member] | Probability of completing an initial Business Combination | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of forward purchase and backstop securities | 50 | 32.5 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Company's Level 3 Financial Instruments (Details) - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2022 | Mar. 23, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Avista Public Acquisition Corp. II [Member] | |||||||||
FAIR VALUE MEASUREMENTS | |||||||||
Change in fair value of Forward Purchase and Backstop Securities | $ 1,212,110 | $ 0 | $ 0 | $ 1,147,120 | |||||
Fair Value, Inputs, Level 3 [Member] | |||||||||
FAIR VALUE MEASUREMENTS | |||||||||
Fair value at the beginning | 7,364,000 | ||||||||
Change in fair value | (487,000) | ||||||||
Payments to CVR holders and other contingent payments | (2,505,000) | ||||||||
Fair value at the end | 5,812,000 | 5,812,000 | $ 7,364,000 | ||||||
Fair Value, Inputs, Level 3 [Member] | xCella [Member] | |||||||||
FAIR VALUE MEASUREMENTS | |||||||||
Contingent liabilities from xCella asset acquisition | 1,440,000 | ||||||||
Fair Value, Inputs, Level 3 [Member] | Business Combination Contingent Consideration Liability [Member] | |||||||||
FAIR VALUE MEASUREMENTS | |||||||||
Fair value at the beginning | 7,364,000 | 7,204,000 | $ 2,659,000 | ||||||
Change in fair value | 1,210,000 | 2,070,000 | |||||||
Payments to CVR holders and other contingent payments | (1,770,000) | (2,325,000) | |||||||
Fair value at the end | 7,364,000 | 7,204,000 | |||||||
Fair Value, Inputs, Level 3 [Member] | Business Combination Contingent Consideration Liability [Member] | xCella [Member] | |||||||||
FAIR VALUE MEASUREMENTS | |||||||||
Contingent liabilities from xCella asset acquisition | $ 720,000 | ||||||||
Fair Value, Inputs, Level 3 [Member] | Business Combination Contingent Consideration Liability [Member] | Icagen [Member] | |||||||||
FAIR VALUE MEASUREMENTS | |||||||||
Contingent liabilities from Icagen acquisition | $ 4,800,000 | ||||||||
Fair Value, Inputs, Level 3 [Member] | Avista Public Acquisition Corp. II [Member] | |||||||||
FAIR VALUE MEASUREMENTS | |||||||||
Fair value at the beginning | 383,390 | $ 1,039,690 | $ 0 | ||||||
Initial measurement as of March 23, 2022 | $ 448,380 | ||||||||
Change in fair value | $ 591,310 | 1,212,110 | (656,300) | ||||||
Fair value at the end | $ 1,039,690 | $ 1,595,500 | $ 383,390 | $ 1,595,500 |
FAIR VALUE MEASUREMENTS - Cha_2
FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Company's Level 3 Financial Instruments (Parenthetical) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Payment for contingent consideration liability, Investing activities | $ 960 | $ 0 | $ 720 | $ 0 | $ 0 | |
xCella [Member] | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Asset acquisition, Contingent consideration, Liability | $ 0 | |||||
Payment for contingent consideration liability, Investing activities | $ 700 |
FAIR VALUE MEASUREMENTS - Summa
FAIR VALUE MEASUREMENTS - Summary of the Hierarchy For Liabilities Measured at Fair Value (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Liabilities: | |||
Total liabilities | $ 5,812 | $ 7,364 | $ 7,204 |
Fair Value, Inputs, Level 1 [Member] | |||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | |||
Liabilities: | |||
Total liabilities | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | |||
Liabilities: | |||
Total liabilities | 5,812 | 7,364 | 7,204 |
Crystal [Member] | |||
Liabilities: | |||
Contingent liabilities | 0 | 800 | |
Crystal [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities: | |||
Contingent liabilities | 0 | 0 | |
Crystal [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities: | |||
Contingent liabilities | 0 | 0 | |
Crystal [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities: | |||
Contingent liabilities | 0 | 800 | |
Icagen [Member] | |||
Liabilities: | |||
Contingent liabilities | 5,332 | 7,364 | 6,404 |
Icagen [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities: | |||
Contingent liabilities | 0 | 0 | 0 |
Icagen [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities: | |||
Contingent liabilities | 0 | 0 | 0 |
Icagen [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities: | |||
Contingent liabilities | 5,332 | 7,364 | $ 6,404 |
xCella [Member] | |||
Liabilities: | |||
Contingent liabilities | 480 | 0 | |
xCella [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities: | |||
Contingent liabilities | 0 | 0 | |
xCella [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Liabilities: | |||
Contingent liabilities | 0 | 0 | |
xCella [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities: | |||
Contingent liabilities | $ 480 | $ 0 |
FAIR VALUE MEASUREMENTS - Sum_2
FAIR VALUE MEASUREMENTS - Summary of the Hierarchy For Liabilities Measured at Fair Value (Parenthetical) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Payment for contingent consideration liability | $ 1,545 | $ 1,050 | $ 1,050 | $ 2,325 | $ 3,000 |
Crystal [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Payment for contingent consideration liability | 0 | 1,800 | |||
Icagen [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Payment for contingent consideration liability | 1,500 | 1,100 | $ 500 | ||
xCella [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Payment for contingent consideration liability | $ 1,000 | $ 700 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 8 Months Ended | 9 Months Ended | |||
Nov. 01, 2022 | Mar. 15, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Mar. 14, 2022 | |
Subsequent Event [Line Items] | |||||
Cash | $ 95,800,000 | ||||
Earnout Shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock subject to price-based earnout triggers | 0.75842 | ||||
Avista Public Acquisition Corp. II [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount of drew down promissory note | $ 0 | $ 750,000 | |||
Avista Public Acquisition Corp. II [Member] | OmniAb | |||||
Subsequent Event [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 0.0067% | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash | $ 95,800,000 | ||||
Number of trading days for determining the share price | 20 days | ||||
Number of consecutive trading days for determining the share price | 30 days | ||||
Volume-weighted average trading prices | $ 12.5 | ||||
Excess price per share | $ 12.5 | ||||
Subsequent Event [Member] | APACs Existing Public Shareholders [Member] | OmniAb | |||||
Subsequent Event [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 85% | ||||
Subsequent Event [Member] | Sponsor Of APAC [Member] | OmniAb | |||||
Subsequent Event [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 1.10% | ||||
Subsequent Event [Member] | Related Parties Of APAC [Member] | OmniAb | |||||
Subsequent Event [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 13.90% | ||||
Subsequent Event [Member] | New OmniAb Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 4.90007 | ||||
Subsequent Event [Member] | Earnout Shares [Member] | |||||
Subsequent Event [Line Items] | |||||
Volume-weighted average trading prices | $ 15 | ||||
Excess price per share | $ 15 | ||||
Subsequent Event [Member] | Avista Public Acquisition Corp. II [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares sold in IPO redeemed for cash (in Shares) | 21,713,864 | ||||
Shares issued cash price | $ 10.32 | ||||
Shares sold in IPO redeemed for cash | $ 224,000,000 | ||||
Redemption price per share | $ 10.32 | ||||
Subsequent Event [Member] | Working Capital Loans Warrant [Member] | Avista Public Acquisition Corp. II [Member] | Sponsor | |||||
Subsequent Event [Line Items] | |||||
Aggregate borrowings | $ 750,000 | ||||
Price of warrant | $ 1.5 | ||||
Amount of drew down promissory note | $ 500,000 |