Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Trading Symbol | SRNEQ | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36150 | |
Entity Registrant Name | SORRENTO THERAPEUTICS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0344842 | |
Entity Address, Address Line One | 4955 Directors Place | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 203-4100 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 551,281,154 | |
Entity Central Index Key | 0000850261 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 69,749 | $ 23,634 |
Marketable investments | 10,886 | 26,344 |
Accounts receivables, net | 32,725 | 24,469 |
Inventory | 9,651 | 9,976 |
Prepaid expenses | 5,222 | 8,807 |
Other current assets | 4,878 | 3,143 |
Total current assets | 133,111 | 96,373 |
Property and equipment, net | 53,237 | 51,971 |
Operating lease right-of-use assets | 53,408 | 86,464 |
Intangibles, net | 122,283 | 136,902 |
Goodwill | 80,269 | 80,269 |
Equity investments | 12,008 | 17,176 |
Other assets, net | 2,376 | 3,685 |
Total assets | 456,692 | 472,840 |
Current liabilities: | ||
Accounts payable | 18,554 | 47,515 |
Accrued payroll and related benefits | 6,964 | 7,884 |
Accrued expenses and other current liabilities | 91,924 | 58,456 |
Accrued legal settlements | 174,752 | |
Current portion of deferred revenue | 256 | 652 |
Current portion of operating lease liabilities | 13,051 | 13,880 |
Current portion of contingent consideration | 397 | 397 |
Acquisition consideration | 515 | 7,800 |
Income tax payable | 12,926 | 300 |
Current portion of debt | 120,362 | 16,286 |
Total current liabilities | 264,949 | 327,922 |
Long-term debt, net of discount | 21,741 | 19,130 |
Deferred tax liabilities, net | 238 | 591 |
Deferred revenue | 896 | 7,098 |
Derivative liabilities | 1,600 | 300 |
Operating lease liabilities | 52,446 | 85,208 |
Contingent consideration | 550 | 48,949 |
Other long-term liabilities | 3,305 | 5,311 |
Total liabilities not subject to compromise | 345,725 | 494,509 |
Liabilities subject to compromise | 308,923 | |
Total liabilities | 654,648 | 494,509 |
Commitments and contingencies (See Note 10) | ||
Sorrento Therapeutics, Inc. equity (deficit) | ||
Common stock, $0.0001 par value 750,000,000 shares authorized and 551,281,154 and 522,817,137 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 55 | 52 |
Additional paid-in capital | 2,036,331 | 1,988,753 |
Accumulated other comprehensive income | 2,240 | 1,501 |
Accumulated deficit | (2,194,275) | (1,959,447) |
Treasury stock, 7,568,182 shares at cost at June 30, 2023, and December 31, 2022 | (49,464) | (49,464) |
Total Sorrento Therapeutics, Inc. stockholders deficit | (205,113) | (18,605) |
Noncontrolling interests | 7,157 | (3,064) |
Total deficit | (197,956) | (21,669) |
Total liabilities and stockholders' equity (deficit) | $ 456,692 | $ 472,840 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, shares issued (in shares) | 551,281,154 | 522,817,137 |
Common stock, shares outstanding (in shares) | 551,281,154 | 522,817,137 |
Treasury stock, shares (in shares) | 7,568,182 | 7,568,182 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Revenues | $ 15,025 | $ 11,461 | $ 31,276 | $ 29,845 |
Operating costs and expenses: | ||||
Research and development | 33,271 | 48,467 | 77,076 | 112,193 |
Acquired in-process research and development | 12,272 | |||
Selling, general and administrative | 48,941 | 48,136 | 103,920 | 92,714 |
Intangible amortization | 1,127 | 1,035 | 2,254 | 2,069 |
Increase (decrease) on contingent consideration | (64,300) | 3,800 | (66,400) | |
Loss on impairment of intangible assets | 466 | 90,780 | 12,366 | 90,780 |
Legal settlement | 1,797 | |||
Total operating costs and expenses | 92,258 | 129,822 | 214,851 | 255,089 |
Loss from operations | (77,233) | (118,361) | (183,575) | (225,244) |
(Loss) gain on derivative liabilities | (20) | (2,700) | (1,300) | 4,800 |
Loss on marketable and equity investments | (1,777) | (95,492) | (15,460) | (26,958) |
Loss on debt extinguishment, net | (471) | (40) | (5,732) | |
Loss (gain) on foreign currency exchange | 157 | (561) | 153 | (165) |
Interest expense, net | (2,668) | (2,314) | (3,800) | (5,563) |
Other loss | (4,321) | (700) | (4,299) | (683) |
Reorganization items, net | (22,003) | 0 | (42,235) | 0 |
Loss before income tax | (107,865) | (220,599) | (250,556) | (259,545) |
Income tax expense (benefit) | 671 | (1,050) | 12,139 | 413 |
Gain (loss) on equity method investments | 72 | (368) | (59) | |
Net loss | (108,536) | (219,477) | (263,063) | (260,017) |
Net loss attributable to noncontrolling interests | (13,324) | (718) | (28,334) | (443) |
Net loss attributable to Sorrento | $ (95,212) | $ (218,759) | $ (234,729) | $ (259,574) |
Net loss per share - basic per share attributable to Sorrento | $ (0.17) | $ (0.54) | $ (0.43) | $ (0.7) |
Net loss per share - diluted per share attributable to Sorrento | $ (0.17) | $ (0.54) | $ (0.43) | $ (0.7) |
Weighted-average shares used during period - basic shares attributable to Sorrento | 551,281 | 402,801 | 547,232 | 370,144 |
Weighted-average shares used during period - diluted shares attributable to Sorrento | 551,281 | 402,801 | 547,232 | 370,144 |
Product | ||||
Revenues: | ||||
Revenues | $ 12,605 | $ 8,591 | $ 23,202 | $ 18,582 |
Operating costs and expenses: | ||||
Cost of products sold and services | 6,564 | 3,393 | 10,445 | 6,270 |
Service | ||||
Revenues: | ||||
Revenues | 2,420 | 2,870 | 8,074 | 11,263 |
Operating costs and expenses: | ||||
Cost of products sold and services | $ 1,889 | $ 2,311 | $ 3,193 | $ 5,191 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (108,536) | $ (219,477) | $ (263,063) | $ (260,017) |
Other comprehensive income: | ||||
Foreign currency translation adjustments | 414 | 1,060 | 739 | 837 |
Total other comprehensive income | 414 | 1,060 | 739 | 837 |
Comprehensive loss | (108,122) | (218,417) | (262,324) | (259,180) |
Comprehensive loss attributable to noncontrolling interests | (13,324) | (718) | (28,334) | (443) |
Comprehensive loss attributable to Sorrento | $ (94,798) | $ (217,699) | $ (233,990) | $ (258,737) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Equity Compensation Plans | Scilex Holding Company | Common Stock | Common Stock Equity Compensation Plans | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Equity Compensation Plans | Additional Paid-in Capital Scilex Holding Company | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interest | Noncontrolling Interest Scilex Holding Company |
Balance at Dec. 31, 2021 | $ 78,129 | $ 32 | $ (49,464) | $ 1,513,758 | $ 1,026 | $ (1,386,604) | $ (619) | ||||||
Balance, shares (in shares) at Dec. 31, 2021 | 314,573 | 7,568 | |||||||||||
Issuance of common stock, net | 164,437 | $ 132 | $ 6 | 164,431 | $ 132 | ||||||||
Issuance of common stock, net (in shares) | 58,875 | 438 | |||||||||||
Acquisitions consideration paid in equity | 4,435 | 4,435 | |||||||||||
Acquisitions consideration paid in equity (in shares) | 1,282 | ||||||||||||
Stock-based compensation | 20,854 | 20,854 | |||||||||||
Foreign currency translation adjustment | (1,249) | (1,249) | |||||||||||
Net loss | (40,540) | (40,815) | 275 | ||||||||||
Balance at Mar. 31, 2022 | 226,198 | $ 38 | $ (49,464) | 1,703,610 | (223) | (1,427,419) | (344) | ||||||
Balance, shares (in shares) at Mar. 31, 2022 | 375,168 | 7,568 | |||||||||||
Balance at Dec. 31, 2021 | 78,129 | $ 32 | $ (49,464) | 1,513,758 | 1,026 | (1,386,604) | (619) | ||||||
Balance, shares (in shares) at Dec. 31, 2021 | 314,573 | 7,568 | |||||||||||
Foreign currency translation adjustment | 837 | ||||||||||||
Net loss | (260,017) | ||||||||||||
Balance at Jun. 30, 2022 | 135,763 | $ 18 | $ (49,464) | 1,826,810 | 837 | (1,646,178) | 3,740 | ||||||
Balance, shares (in shares) at Jun. 30, 2022 | 436,419 | 7,568 | |||||||||||
Balance at Mar. 31, 2022 | 226,198 | $ 38 | $ (49,464) | 1,703,610 | (223) | (1,427,419) | (344) | ||||||
Balance, shares (in shares) at Mar. 31, 2022 | 375,168 | 7,568 | |||||||||||
Issuance of common stock, net | 104,169 | $ 668 | $ 6 | 104,163 | $ 668 | ||||||||
Issuance of common stock, net (in shares) | 60,707 | 544 | |||||||||||
Stock-based compensation | 18,369 | 18,369 | |||||||||||
Changes to noncontrolling interests | 4,776 | $ (26) | 4,802 | ||||||||||
Foreign currency translation adjustment | 1,060 | 1,060 | |||||||||||
Net loss | (219,477) | (218,759) | (718) | ||||||||||
Balance at Jun. 30, 2022 | 135,763 | $ 18 | $ (49,464) | 1,826,810 | 837 | (1,646,178) | 3,740 | ||||||
Balance, shares (in shares) at Jun. 30, 2022 | 436,419 | 7,568 | |||||||||||
Balance at Dec. 31, 2022 | (21,669) | $ 52 | $ (49,464) | 1,988,753 | 1,501 | (1,959,447) | (3,064) | ||||||
Balance, shares (in shares) at Dec. 31, 2022 | 522,817 | 7,568 | |||||||||||
Issuance of common stock, net | 28,369 | $ 1,870 | $ 3 | 28,366 | $ 1,870 | ||||||||
Issuance of common stock, net (in shares) | 28,336 | ||||||||||||
Other acquisitions, license agreements and investments paid in equity (in shares) | 128 | ||||||||||||
Stock-based compensation | 18,311 | 18,311 | |||||||||||
Scilex Holding dividend | $ (14,282) | 14,282 | |||||||||||
Foreign currency translation adjustment | 325 | 325 | |||||||||||
Net loss | (154,626) | (139,616) | (15,010) | ||||||||||
Balance at Mar. 31, 2023 | (127,420) | $ 55 | $ (49,464) | 2,021,148 | 1,826 | (2,099,063) | (1,922) | ||||||
Balance, shares (in shares) at Mar. 31, 2023 | 551,281 | 7,568 | |||||||||||
Balance at Dec. 31, 2022 | (21,669) | $ 52 | $ (49,464) | 1,988,753 | 1,501 | (1,959,447) | (3,064) | ||||||
Balance, shares (in shares) at Dec. 31, 2022 | 522,817 | 7,568 | |||||||||||
Foreign currency translation adjustment | 739 | ||||||||||||
Net loss | (263,063) | ||||||||||||
Balance at Jun. 30, 2023 | (197,956) | $ 55 | $ (49,464) | 2,036,331 | 2,240 | (2,194,275) | 7,157 | ||||||
Balance, shares (in shares) at Jun. 30, 2023 | 551,281 | 7,568 | |||||||||||
Balance at Mar. 31, 2023 | (127,420) | $ 55 | $ (49,464) | 2,021,148 | 1,826 | (2,099,063) | (1,922) | ||||||
Balance, shares (in shares) at Mar. 31, 2023 | 551,281 | 7,568 | |||||||||||
Issuance of common stock, net | $ 22,403 | $ 22,403 | |||||||||||
Stock-based compensation | 15,183 | 15,183 | |||||||||||
Foreign currency translation adjustment | 414 | 414 | |||||||||||
Net loss | (108,536) | (95,212) | (13,324) | ||||||||||
Balance at Jun. 30, 2023 | $ (197,956) | $ 55 | $ (49,464) | $ 2,036,331 | $ 2,240 | $ (2,194,275) | $ 7,157 | ||||||
Balance, shares (in shares) at Jun. 30, 2023 | 551,281 | 7,568 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||
Net loss | $ (263,063) | $ (260,017) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation and amortization | 7,216 | 6,534 |
Non-cash operating lease cost | 3,425 | 2,176 |
Non-cash interest expense and amortization of debt issuance costs | 1,179 | 4,892 |
Payment on notes attributed to accreted interest related to the debt discounts | (22,057) | |
Acquired in-process research and development | 12,271 | |
Loss on write-off of leasehold improvements | 386 | |
Stock-based compensation | 33,476 | 39,116 |
Loss on debt extinguishment, net | 40 | 5,732 |
Loss (gain) on derivative liabilities | 1,300 | (4,800) |
Loss on marketable and equity investments | 15,460 | 26,958 |
(Loss) gain on equity method investments | 368 | 59 |
Write-off obsolete inventory | 2,155 | |
Change in fair value of convertible notes | 3,748 | |
DIP Facility upfront lender fees and debt issuance costs | 4,037 | |
DIP Facility Exit Fee | 5,250 | 0 |
Increase (decrease) on contingent consideration | 3,800 | (66,400) |
Loss on impairment of intangible assets | 12,366 | 90,780 |
Deferred income taxes | (353) | (671) |
Changes in operating assets and liabilities, excluding effect of acquisitions: | ||
Accounts receivable | (8,256) | (2,389) |
Inventory | (1,831) | (11,375) |
Accrued payroll | (902) | 6,989 |
Prepaid expenses, deposits and other assets | 3,156 | 4,280 |
Accounts payable | 25,142 | 1,427 |
Accrued expenses and other liabilities | 35,974 | 3,976 |
Deferred revenue | 361 | (1,587) |
Accrued legal settlements | 1,797 | |
Income tax payable | 12,626 | |
Other | (3,975) | (242) |
Net cash used for operating activities | (105,118) | (164,348) |
Investing activities | ||
Purchases of property and equipment | (226) | (5,298) |
Proceeds received from exit of FortuneBio investment | 1,770 | |
Acquisition consideration paid in cash, net of cash acquired | (3,550) | |
Net cash provided by (used for) investing activities | 1,544 | (15,392) |
Financing activities | ||
Proceeds from DIP Facility, net of lender fees and debt issuance costs | 70,963 | |
Proceeds from other short-term debt, net of issuance costs | 6,859 | 57,093 |
Proceeds from issuance of Scilex shares | 16,166 | |
Proceeds from issuance of Scilex convertible debentures | 24,000 | |
Proceeds from Scilex eCapital-revolver | 17,158 | |
Proceeds from exercises of stock options and warrants | 745 | 805 |
Repayments of debt and other obligations | (5,285) | (111,339) |
Transaction costs related to Business Combination | (1,372) | |
Payment of dividends | (11) | |
Net cash provided by financing activities | 150,009 | 215,140 |
Net change in cash, cash equivalents and restricted cash | 46,435 | 35,400 |
Net effect of exchange rate changes on cash | (320) | (1,720) |
Cash, cash equivalents and restricted cash at beginning of period | 23,634 | 36,665 |
Cash, cash equivalents and restricted cash at end of period | 69,749 | 70,345 |
Cash paid during the period for: | ||
Interest | 2,228 | 234 |
Income taxes | 28 | (31) |
Professional fees paid for reorganization in operating activities | 6,604 | |
Supplemental disclosures of non-cash investing and financing activities: | ||
Stock dividends | (14,282) | |
DIP Facility Exit Fee incurred but not paid | 5,250 | |
Virex Health acquisition consideration paid in equity | 4,435 | |
Deferred consideration for intangible asset acquisition | 3,650 | |
Bridge Loan settlement through ATM proceeds | 6,166 | |
Property and equipment costs incurred but not paid | 6,388 | 950 |
Virex Health, Inc | ||
Investing activities | ||
Acquisition consideration paid in cash, net of cash acquired | (6,544) | |
Public Offering Of Common Stock And Warrants 2019 | ||
Financing activities | ||
Proceeds from equity offerings, net of issuance costs | $ 20,786 | $ 268,581 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (95,212) | $ (218,759) | $ (234,729) | $ (259,574) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. B a sis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the subsidiaries of Sorrento Therapeutics, Inc. (the “Company”). For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023. Operating results for interim periods are not expected to be indicative of operating results for the Company’s 2023 fiscal year, or any subsequent period. The unaudited interim financial statements included herein reflect all normal and recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. Voluntary Filing Under Chapter 11 As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2023, on February 13, 2023 (the “Petition Date”), the Company and its wholly owned direct subsidiary, Scintilla Pharmaceuticals, Inc. (“Scintilla” and together with the Company, the “Debtors”), commenced voluntary proceedings under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 proceedings are jointly administered by the Bankruptcy Court under the caption In re Sorrento Therapeutics, Inc., et al. (the “Chapter 11 Cases”). The Debtors continue to operate their business in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On February 28, 2023, the Office of the United States Trustee (the “U.S. Trustee”) appointed an Official Committee of Unsecured Creditors, which was reconstituted on March 28, 2023, June 7, 2023 and July 28, 2023. The purpose of the Official Committee of Unsecured Creditors is to represent the interests of the Debtors’ unsecured creditors. On April 10, 2023, the U.S. Trustee appointed an Official Committee of Equity Security Holders, which was reconstituted on April 14, 2023. The purpose of the Official Committee of Equity Security Holders is to represent the interests of the Debtors’ equity security holders. Nant Arbitration / Mediation Prior to commencing the Chapter 11 Cases, the Company had engaged in arbitration before the American Arbitration Association against NantPharma, LLC (“NantPharma”) relating to breaches of the May 14, 2015 Stock Sale and Purchase Agreement entered into between the Company and NantPharma related to the development of the cancer drug Cynviloq (the “Cynviloq Arbitration”). In April 2019, the Company filed an action in the Los Angeles Superior Court (the “Court”) derivatively on behalf of Immunotherapy NANTibody LLC (“NANTibody”) against NantCell, Inc. (“NantCell”) and Patrick Soon-Shiong, among others, related to alleged breaches of the June 11, 2015 Limited Liability Company Agreement for NANTibody entered into between the Company and NantCell (the “Derivative Action”). The suit alleges breaches of fiduciary duties and seeks, among other things, a declaration that the Assignment Agreement entered into on July 2, 2017, between NantPharma and NANTibody is void and an equitable unwinding of the Assignment Agreement. The suit calls for the restoration of $ 90.05 million to the NANTibody capital account, thereby restoring its equity method investment in NANTibody to its invested amount as of June 30, 2017 of $ 40.0 million. Additionally, in 2020, the Company filed a legal action against Patrick Soon-Shiong in the Court, asserting claims for fraudulent inducement and common law fraud alleging that, among other things, Dr. Soon-Shiong acquired the drug Cynviloq for the purpose of halting its progression to the market. This action is pending. The Company had also engaged in arbitration before the American Arbitration Association against NantCell and NANTibody relating to alleged breaches of the April 21, 2015 Exclusive License Agreement entered into between the Company and NantCell and the June 11, 2015 Exclusive License Agreement entered into between the Company and NANTibody (the “NantCell/NANTibody Arbitration”). On December 2, 2022, the arbitrator in the NantCell/NANTibody Arbitration issued an award granting contractual damages and pre-award interest in the amounts of $ 156,829,562 to NantCell and $ 16,681,521 to NANTibody, exclusive of post-award, prejudgment interest, which will accrue at 9 % per annum (the “Nant Award”). On December 20, 2022, the arbitrator in the Cynviloq Arbitration issued an award granting contractual damages of $ 125 million to the Company, reflecting the value of lost milestone payments for the approval of Cynviloq for the treatment of breast and lung cancers (the “Cynviloq Award”). On February 7, 2023, the Court confirmed the Nant Award and issued a 70-day stay of enforcement of the judgment beyond $ 50 million (i.e., the difference between the amount of the Nant Award and amount of the Cynviloq Award). Following such confirmation, the Company believed that NantCell and NANTibody, in an attempt to satisfy the unstayed $ 50 million portion of the Nant Award, would imminently take steps to levy its assets, which would cause significant disruption and harm to the Company’s business, including its ability to continue developing life-saving and cutting-edge drugs. To protect the Company’s business and maximize its value, on February 13, 2023, the Company commenced the Chapter 11 Cases. On March 16, 2023, the Court granted the Company’s motion to confirm the award in the Cynviloq Arbitration over NantPharma’s opposition. On April 7, 2023, the Court entered final judgment (the “Final Judgment”) upon the confirmed award in the Company’s favor in the amount of $ 127,686,210 , which includes arbitration costs and accrued interest on the award since December 20, 2022. The Final Judgment is accruing interest at the rate of 10 percent per annum from March 16, 2023. Following mediation in the Chapter 11 Cases, the Company reached a settlement with NantPharma, NantCell and NANTibody (along with their related parties) (collectively, the “Nant Parties”) regarding the Nant Award, the Cynviloq Award, and other legal causes of action (the “Nant Settlement”)—subject to Bankruptcy Court approval. Under the settlement, either (i) the Company will pay NantCell and NANTIbody in full in cash by August 31, 2023 to satisfy the Nant Award (the “Nant Settlement Payments”) and the Company and the Nant Parties will retain all their other respective claims and causes of action, joint venture interests, and royalty rights and obligations, or (ii) if the Company does not make the Nant Settlement Payments, then the Company and the Nant Parties will mutually release each other from any and all claims and causes of action, the Company will transfer its joint venture interests (and rights related thereto) in certain Nant Parties to the Nant Parties, and the Company will receive $ 1.5 million from the Nant Parties in exchange for a release of the Company’s royalty rights to PD-L1 (and address certain rights and obligations related thereto). In the interim, the Company and the Nant Parties have agreed to stay all litigation matters until August 31, 2023. A hearing for the Bankruptcy Court to consider approval of the settlement is currently scheduled for August 14, 2023. Sale Procedures As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2023, on April 14, 2023, the Bankruptcy Court entered an order approving procedures for the Debtors to conduct a dual-track (i) financing process for the potential raising of debt, equity, or hybrid financing or consummation of a restructuring transaction through a Chapter 11 plan of reorganization and (ii) marketing process for the sale or disposition of all or any portion of the Debtors’ assets under section 363 of the Bankruptcy Code, including (x) the Debtors’ equity interests in its non-debtor subsidiaries, including, but not limited to, Scilex Holding Company (“Scilex Holding”), and (y) the Debtors’ other assets. The sale and financing process remains ongoing. As set forth in greater detail below, the Company has entered into a stalking horse purchase agreement for the sale of substantially all of the Company’s equity interests in Scilex Holding. On April 27, 2023, the Bankruptcy Court entered an order providing that the Company may consummate one or more block sales of its shares of common stock of Scilex Holding without requiring any further approval from the Bankruptcy Court, subject to certain other conditions set forth in the order (namely, the prior approval from the Debtors’ lender in their Chapter 11 Cases, the Official Committee of Unsecured Creditors and the Official Committee of Equity Security Holders). As of August 10, 2023, the Debtors have not consummated any such block sales. On June 12, 2023, the Bankruptcy Court also entered an order approving certain sale procedures for the Debtors to sell certain “de minimis” assets (up to $ 10 million in the aggregate) on an expedited basis and subject to certain notice and consent requirements (as applicable depending on the type of de minimis asset or stock). As of the date hereof, the Debtors have not consummated any such de minimis asset sales. Debtor-In-Possession Financing - Senior DIP Facility As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2023 (the “February 22 Form 8-K”), on February 19, 2023, the Debtors executed that certain Debtor-In-Possession Term Loan Facility Summary of Terms and Conditions (the “Senior DIP Term Sheet”) with JMB Capital Partners Lending, LLC (“JMB Capital” or the “Senior DIP Lender”), pursuant to which JMB Capital (or its designees or its assignees) provided the Debtors with a non-amortizing super-priority senior secured term loan facility in an aggregate principal amount not to exceed $ 75,000,000 in term loan commitments (the “Senior DIP Facility”), subject to the terms and conditions set forth in the Senior DIP Term Sheet. As previously disclosed in the February 22 Form 8-K, at a hearing before the Bankruptcy Court on February 21, 2023, the Bankruptcy Court entered an interim order (the “Interim Senior DIP Order”) approving the Senior DIP Facility on an interim basis and providing the Debtors with liquidity to continue to operate during the Chapter 11 process. Upon entry of the Interim Senior DIP Order and satisfaction of all applicable conditions precedent, as set forth in the Senior DIP Term Sheet, the Debtors were authorized to make a single, initial draw of $ 30,000,000 on the Senior DIP Facility (the “Senior Draw”). The Debtors then negotiated and executed definitive financing documentation, including a Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement (the “Senior DIP Credit Agreement”) and other documents evidencing the Senior DIP Facility (collectively with the Senior DIP Credit Agreement, the “Senior DIP Documents”). As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2023, after a hearing before the Bankruptcy Court on March 29, 2023, the Bankruptcy Court entered a final order (the “Final Senior DIP Order”) approving the Senior DIP Facility on a final basis and providing the Debtors with access to the remaining $ 45,000,000 of the Senior DIP Facility (subject to the terms, conditions, and covenants set forth in the Senior DIP Documents), through additional draws of no less than $ 5,000,000 , each upon five business days’ written notice to the Senior DIP Lender (as defined above), and the Debtors and Senior DIP Lender proceeded to enter into the Senior DIP Documents on March 30, 2023. The Senior DIP Facility matured on July 31, 2023 and was repaid in full on August 9, 2023 from proceeds from the Replacement DIP Facility (as defined below). See Note 7 for further discussion of the key terms of the Senior DIP Facility . Debtor-In-Possession Financing - Junior DIP Facility As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2023, after a hearing before the Bankruptcy Court, on July 5, 2023, the Bankruptcy Court entered an interim order (the “Interim Junior DIP Order”) approving the Junior DIP Facility (as defined below) on an interim basis and providing the Company with liquidity to continue to operate during the Chapter 11 process. Upon entry of the Interim Junior DIP Order and satisfaction of all applicable conditions precedent, as set forth in the Junior DIP Term Sheet, the Company was authorized to make (and did make) a single draw of the Junior DIP Facility (the “Junior Draw”), which is subject to a certain intercreditor and subordination agreement entered into by and among the Senior DIP Lender and the Junior DIP Lender (the “Subordination Agreement”). The Bankruptcy Court entered an order approving the Junior DIP Facility on a final basis (the “Final Junior DIP Order”) on July 27, 2023. On July 5, 2023, the Company executed that certain Debtor-in-Possession Term Loan Facility Summary of Terms and Conditions (the “Junior DIP Term Sheet”) with its subsidiary, Scilex Holding (the “Junior DIP Lender”), pursuant to which Scilex Holding (or its designees or its assignees) has provided the Company with a non-amortizing super-priority junior secured term loan facility in an aggregate principal amount not to exceed the sum of (i) $ 20,000,000 (the “Base Amount”), plus (ii) the amount of the commitment fee and the funding fee, each equal to 1 % of the Base Amount, plus (iii) the amount of the DIP Lender Holdback (as defined in the Interim Junior DIP Order) (the “Junior DIP Facility”), subject to the terms and conditions set forth in the Junior DIP Term Sheet. The Junior DIP Term Sheet grants to Scilex Holding a right of first refusal to provide any debtor-in-possession financing during the course of the Chapter 11 Cases to the Company occurring after the date of the Interim Junior DIP Order until the Chapter 11 Cases are concluded. In connection with the Junior DIP Term Sheet, Scilex Holding entered into the Subordination Agreement with the Senior DIP Lender, which specifies that the Junior DIP Facility is subordinated in right of payment to the Senior DIP Facility as more fully set forth therein. The Debtors negotiated and executed other definitive financing documentation, including a Junior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement (the “Junior DIP Credit Agreement”) and other documents evidencing the Junior DIP Facility (collectively with the Junior DIP Credit Agreement, the “Junior DIP Documents”). The Junior DIP Facility will bear interest at a per annum rate of 12.00 % payable in kind on the first day of each month in arrears and on the DIP Termination Date (as defined in the Junior DIP Credit Agreement). Upon the occurrence and during the continuance of an event of default as defined in the Junior DIP Credit Agreement, the interest rate on outstanding DIP Loans (as defined in the Junior DIP Credit Agreement) would increase by 2.00 % per annum. The commitment fee and the funding fee described above shall be payable upon the funding of the DIP Loans (as defined in the Junior DIP Credit Agreement), in each case as set forth in the Junior DIP Credit Agreement. Upon repayment or satisfaction of the DIP Loans (as defined in the Junior DIP Credit Agreement) in whole or in part, the Company shall pay to Scilex Holding in cash an exit fee equal to 2 % of the aggregate principal amount of the Junior DIP Facility on the date of the Junior Draw. The Junior DIP Facility matures on the earliest of: (i) September 30, 2023; (ii) the effective date of any Chapter 11 plan of reorganization with respect to the Debtors; (iii) the consummation of any sale or other disposition of all or substantially all of the assets of the Debtors pursuant to section 363 of the Bankruptcy Code; (iv) the date of the acceleration of the DIP Loans and the termination of the DIP Commitments in accordance with the Junior DIP Documents (each as defined in the Junior DIP Credit Agreement); and (v) the dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code. Further, in no event shall the Junior DIP Facility mature before the maturity date of the Senior DIP Facility obligations as in effect on the date of the Interim DIP Order. Pursuant to the terms of the Subordination Agreement, the Debtors’ obligations to the Junior DIP Lender under the Junior DIP Facility are subordinated to the obligations of the Debtors to the Senior DIP Lender on the terms and conditions set forth therein. Debtor-In-Possession Financing - Replacement DIP Facility As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on August 10, 2023, after a hearing before the Bankruptcy Court, on August 7, 2023, the Bankruptcy Court entered a final order (the “Replacement DIP Order”) approving the Replacement DIP Facility (as defined below) on a final basis. Oramed Pharmaceuticals Inc. (“Oramed” and, in its capacity as lender under the Replacement DIP Facility, the “Replacement DIP Lender”) has agreed to provide the Company with a non-amortizing super-priority debtor-in-possession term loan facility in an aggregate principal amount of $100,000,000 (the “Replacement DIP Facility” and together with the Junior DIP Facility, the “DIP Facilities”), pursuant to definitive financing documentation entered into on August 9, 2023, including a Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement (the “Replacement DIP Credit Agreement”) and other documents evidencing the Replacement DIP Facility (collectively with the Replacement DIP Credit Agreement, the “Replacement DIP Documents”). Upon entry of the Replacement DIP Order and satisfaction of all applicable conditions precedent, as set forth in the Replacement DIP Documents, the Debtors were authorized to make (and did make) a single draw of the entire amount of the Replacement DIP Facility. The Debtors used the proceeds from the Replacement DIP Facility to, among other things, repay the Senior DIP Facility in full on August 9, 2023. After applying approximately $ 82 million of the proceeds from the Replacement DIP Facility to pay off the Senior DIP Facility in full, the remaining proceeds of the Replacement DIP Facility are expected to be used for working capital and other general corporate purposes of the Debtors, subject to the budgets contemplated in the Replacement DIP Credit Agreement, the payment of certain statutory fees and allowed professional fees of the Debtors, bankruptcy-related expenses and fees, expenses, interest and other amounts payable under the Replacement DIP Facility. The Replacement DIP Facility bears interest at a per annum rate equal to 15 %, payable in cash on the first day of each month in arrears (and a default interest rate that shall accrue at an additional per annum rate of 3 % plus the non-default interest, payable in cash on the first day of each month) and other fees and charges as described in the Replacement DIP Documents. The Replacement DIP Facility is secured by first-priority priming liens on substantially all of the Debtors’ assets (that prime, among other things, the liens under the Junior DIP Facility), subject to certain enumerated exceptions. The Replacement DIP Facility matures on the earliest of: (i) October 15, 2023; (ii) the effective date of any Chapter 11 plan of reorganization with respect to the Debtors; (iii) the consummation of any sale or other disposition of all or substantially all of the assets of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code; (iv) the date of the acceleration of the DIP Obligations in accordance with (and as defined in) the Replacement DIP Credit Agreement; (v) the dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code; (vi) the date of termination of the Stalking Horse Stock Purchase Agreement (as defined below) or other definitive documentation related to the subject matter thereof, solely in the event such termination results from a material breach of such documentation by any Loan Party (as defined in the Replacement DIP Credit Agreement) or other seller thereunder; and (vii) the date on which a “Trigger Event” (as defined in the Restated Certificate of Incorporation of Scilex Holding) has occurred. The Replacement DIP Facility does not contain a roll-up or cross-collateralization of prepetition debt or otherwise dictate how prepetition claims will be addressed in a Chapter 11 plan. The Replacement DIP Credit Agreement contains customary conditions, affirmative and negative covenants and events of default for similar types of agreements. The Debtors have agreed to indemnify the Replacement DIP Lender against certain liabilities arising in connection with the Replacement DIP Facility. Stalking Horse Stock Purchase Agreemen t The Replacement DIP Order also approved that certain Stock Purchase Agreement, dated August 7, 2023 (the “Stalking Horse Stock Purchase Agreement”), between the Company and Oramed relating to the purchase and sale of (A) 59,726,737 shares of the common stock of Scilex Holding (the “Scilex Common Stock”), (B) 29,057,096 shares of Series A preferred stock of Scilex Holding (the “Scilex Preferred Shares”), which constitutes one fewer Scilex Preferred Share (the “Remaining Preferred Share”) than all of the issued and outstanding Scilex Preferred Shares; and (C) warrants exercisable for 4,490,617 shares of Scilex Common Stock (“Scilex Warrants”), of which 1,386,617 Scilex Warrants are ”public warrants” and 3,104,000 Scilex Warrants are “private placement” warrants issued in connection with the initial public offering of the special purpose acquisition company (“SPAC”) that merged with Scilex Holding for its initial business combination and which the Company acquired from the SPAC sponsor (“Sponsor”) in accordance with the terms of a warrant transfer agreement between the Company and the Sponsor ((A), (B) and (C) collectively, the “Scilex Purchased Securities”). The sale of the Scilex Purchased Securities would be conducted pursuant to section 363 of the Bankruptcy Code. Pursuant to the Stalking Horse Stock Purchase Agreement, Oramed agreed to buy, and the Company agreed to sell (following an auction of the Scilex Purchased Securities (the “Auction”) that is scheduled to commence on August 14, 2023 (if another qualified bidder emerges) and subject to further Bankruptcy Court approval in the form of a sale order (the “Sale Order”)) the Scilex Purchased Securities for a purchase price (subject to the submission of higher or otherwise better offers in accordance with the approved procedures for the Auction) of $ 105 million (the “Purchase Price”) (which purchase price shall consist of a credit bid on a dollar-for-dollar basis in respect of the full amount of outstanding obligations as of the closing date under the Replacement DIP Facility, with the remaining balance to be paid in cash to the Company). The Company has also granted Oramed an option in the Stalking Horse Stock Purchase Agreement to purchase up to 2,259,058 additional shares of Scilex Common Stock held in abeyance for the benefit of certain holders of warrants to purchase shares of the Company’s common stock (the “Option Shares”). Such option will be exercisable for a period of 30 days after the Company notifies Oramed that the Company no longer holds all or part of such Option Shares in abeyance and can freely transfer such Option Shares to Oramed. The purchase price per Option Share payable by Oramed in connection with the exercise of such option shall be $ 1.13 per Option Share. The sale of the Scilex Purchased Securities by the Company to Oramed is subject to the Auction and a further order from the Bankruptcy Court approving such sale before such purchase and sale becomes a final agreement between the parties thereto. The Stalking Horse Stock Purchase Agreement also contained certain stalking horse protections (the “Stalking Horse Protections”), consisting of (A) a break-up fee payable to Oramed of $ 3,412,500 and (B) reimbursement of costs and expenses of external counsel up to $ 1 million (to the extent not paid under the Replacement DIP Facility), in each case, payable to Oramed one business day following the closing of an Alternative Transaction (as defined in the Stalking Horse Stock Purchase Agreement, being a sale of any portion of the Scilex Purchased Securities to a party other than Oramed or its affiliate(s)) if the Stalking Horse Stock Purchase Agreement is or has been terminated in certain circumstances. Payments pursuant to the Stalking Horse Protections shall be treated as an allowed superiority administrative expense claim in the Debtors’ bankruptcy case pursuant to Section 503(b)(1) and 507(a)(2) of the Bankruptcy Code. The Stalking Horse Protections were approved in the Replacement DIP Order and are not subject to any further approval by the Bankruptcy Court. Automatic Stay Subject to certain specific exceptions under the Bankruptcy Code, the Bankruptcy Petitions automatically stayed most judicial or administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims. Absent an order from the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities are subject to settlement under the Bankruptcy Code. Executory Contracts Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, amend or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a prepetition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this document, including, where applicable, a quantification of the Company’s obligations under any such executory contract or unexpired lease of the Debtors, is qualified by any overriding rejection rights the Company has under the Bankruptcy Code. As of June 30, 2023, no motions were filed with the Bankruptcy Court (and none remain on the Bankruptcy Docket) to assume, amend or reject certain executory contracts; the Debtors did, however, file certain agreed stipulations to reject certain unexpired leases, which the Bankruptcy Court approved and entered on April 13, 2023 and April 24, 2023. See Note 10 for further discussion of the rejected leases . Claims Reconciliation The Debtors have filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each of the Debtors, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing. Pursuant to an order of the Bankruptcy Court, certain holders of pre-petition claims that are not governmental units were required to file proofs of claim by June 26, 2023 (the "General Bar Date"), the general claims bar date. Governmental units are required to file proofs of claim by August 12, 2023 . As of the General Bar Date, approximately 358 proofs of claim have been filed against the Debtors. This includes duplicate and amended claims. The Debtors are in the process of reviewing, investigating, and reconciling proofs of claims filed against the Debtors with the amounts reflected in their books and records. The Debtors will continue the claims reconciliation process and object, as necessary, to asserted claims, including on the basis that they have been amended or superseded by subsequently filed proofs of claims, are without merit, have already been paid, are overstated or should be adjusted or expunged for other reasons. As a result of this process, the Debtors may identify additional liabilities that will need to be recorded or reclassified to liabilities subject to compromise. As part of its ongoing review, except to the extent otherwise disclosed, the Company is not aware of any claims that may require a material adjustment to the accounts and balances as reported as of June 30, 2023. Listing On February 13, 2023, the Company received written notice (the “Delisting Notice”) from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq had determined that the Company’s common stock would be delisted from Nasdaq, effective February 23, 2023. In the Delisting Notice, the staff of Nasdaq referenced the Chapter 11 Cases and associated public concerns raised by them, concerns regarding the residual equity interest of the existing listed securities holders and concerns about the Company’s ability to sustain compliance with all requirements for continued listing on Nasdaq. In accordance with the Delisting Notice, trading of the Company’s common stock on Nasdaq was suspended at the opening of business on February 23, 2023, and at such time, the Company’s common stock commenced trading on the Pink Open Market under the symbol “SRNEQ”. Use of Estimates To prepare consolidated financial statements in conformity with accounting principles generally accepted in the U.S., management must make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Adoption of ASC 852 Beginning on the Petition Date, the Company applied Financial Accounting Standards Board (“FASB”) Codification Topic 852, Reorganizations (“ASC 852”) in preparing the consolidated financial statements. ASC 852 requires the financial statements, for the periods subsequent to the Petition Date and up to and including the period of emergence from Chapter 11, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain charges incurred during the bankruptcy proceedings, such as legal and professional fees incurred directly as a result of the bankruptcy proceeding are recorded as Reorganization items, net in the consolidated statements of operations. In addition, prepetition obligations that may be impacted by the Chapter 11 process have been classified on the Consolidated Balance Sheet as of June 30, 2023 as liabilities subject to compromise. These liabilities are reported at the amounts the Company anticipates will be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts. See Note 14 and Note 15 for more information. Convertible Debentures The Company has elected the fair value option to account for the Scilex Holding Convertible Debentures (as defined in Note 7 ). The Company recorded the Convertible Debentures at fair value upon issuance. The Company records changes in fair value in the consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk which, if present, will be recorded as a component of other comprehensive income. Interest expense related to the Convertible Debentures is included in the changes in fair value. As a result of applying the fair value opti |
Liquidity and Going Concern
Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 2. Liquidity a nd Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has negative working capital and recurring losses from operations, recurring negative cash flows from operations and substantial cumulative net losses to date. The Company expects to incur significant professional fees and other costs in connection with, and throughout, the Chapter 11 Cases. The Company expects to continue operations in the normal course for the duration of the Chapter 11 Cases. To ensure ordinary course operations, the Company obtained approval from the Bankruptcy Court for certain “first day” motions to continue its ordinary course operations after the filing date. The Company also received final approval from the Bankruptcy Court for $ 75.0 million of financing from JMB Capital Partners Lending, LLC, which provided it with immediate liquidity so that the Company could continue operating its business as usual during the Chapter 11 Cases and pay the costs and professional fees associated therewith, although the Company plans to lower its operating budget and further reduce the scale of its operations in connection with the Chapter 11 Cases. In July 2023, t he Company received final approval from the Bankruptcy Court for $ 20.0 million of financing from Scilex Holding, for additional liquidity during the Chapter 11 Cases. In August 2023, the Company received final approval from the Bankruptcy Court for $ 100.0 million of financing from Oramed in the form of the Replacement DIP Facility, which was used to repay the Senior DIP Facility in full and will be used for additional liquidity during the Chapter 11 Cases. However, for the duration of the Chapter 11 Cases, the Company’s operations and ability to develop and execute its business plan, its financial condition, liquidity and its continuation as a going concern are subject to a high degree of risk and uncertainty associated with the Chapter 11 Cases. The outcome of the Chapter 11 Cases is dependent upon factors that are outside of the Company’s control, including actions of the Bankruptcy Court. The Company can give no assurances that it will be able to secure additional sources of funds to support its operations, or, if such funds are available to the Company, that such additional financing will be sufficient to meet its needs. As such, management cannot conclude that such plans will be effectively implemented within one year after the date that the financial statements are issued. As a result, management has concluded that the aforementioned conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable, the Company may have to significantly delay, scale back or discontinue the development or commercialization of one or more of its product candidates. The Company may also seek collaborators for one or more of its current or future product candidates at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available. The consolidated financial statements do not reflect any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company raises additional funds by issuing equity securities, substantial dilution to existing stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict the Company’s ability to operate its business. The Failure of Silicon Valley Bank On March 10, 2023, the Company became aware that the Federal Deposit Insurance Corporation (“FDIC”) issued a press release stating that Silicon Valley Bank, Santa Clara, California (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the FDIC as receiver. On March 12, 2023, the Treasury Department announced that depositors of SVB will have access to all of their money starting March 13, 2023. The Company had approximately $ 2.8 million cash deposited with SVB as of each of December 31, 2022, the Petition Date and March 10, 2023. On March 14, 2023, the Company regained access to the full amount of its cash that was deposited with SVB. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Valu e Measurements The following tables present the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at June 30, 2023 Balance Quoted Prices Significant Significant Assets: Marketable investments $ 10,886 $ 10,886 $ — $ — Total assets $ 10,886 $ 10,886 $ — $ — Liabilities: Convertible Debentures $ 18,440 $ — $ — $ 18,440 Derivative liabilities - non-current 1,600 — — 1,600 Current portion of contingent consideration 397 — — 397 Contingent consideration - non-current 52,749 — — 52,749 Total liabilities $ 73,186 $ — $ — $ 73,186 Fair Value Measurements at December 31, 2022 Balance Quoted Prices Significant Significant Assets: Marketable investments $ 26,344 $ 26,344 $ — $ — Total assets $ 26,344 $ 26,344 $ — $ — Liabilities: Derivative liabilities - non-current $ 300 $ — $ — $ 300 Current portion of contingent consideration 397 — — 397 Contingent consideration - non-current 48,949 — — 48,949 Total liabilities $ 49,646 $ — $ — $ 49,646 Marketable Investments As disclosed in Note 4 , the Compan y holds 20,422,124 shares of Class A Common Stock of Celularity Inc. (Nasdaq: CELU) (“Celularity”). The shares held by the Company are measured at fair value at each reporting period based on the closing price of Celularity’s common stock on the last trading day of each reporting period. Convertible Debentures In March and April 2023, Scilex Holding issued the Convertible Debentures in the principal amount of $ 25.0 million (see Note 7 ). The Convertible Debentures are measured at fair value on a recurring basis using Level 3 inputs. Scilex Holding uses the Binomial Lattice Model valuation technique to measure the fair value of the Convertible Debentures with any changes in the fair value of the Convertible Debentures recorded in the unaudited condensed consolidated statements of operations. Interest expense related to the Convertible Debentures is included in the changes in fair value. As of June 30, 2023, Scilex Holding recorded $ 3.7 million in change in fair value of the Convertible Debentures. A summary of inputs used in valuing the Convertible Debentures is as follows: June 30, Risk -Free Rate 5.29 % Corporate Bond Yield 16.33 % Coupon Interest Rate 7.0 % Volatility 42.0 % Dividend Yield 0.0 % Conversion Price $ 8.00 Contingent Consideration The Company has included $ 52.2 million of contingent consideration – non-current, associated with its acquisition of ACEA Therapeutics, Inc. (“ACEA”), within liabilities subject to compromise on the consolidated balance sheets as of June 30, 2023. During the three months ended June 30, 2023, the Company recorded no loss on contingent consideration. During the six months ended June 30, 2023, the Company recorded a loss of $ 3.8 million related to the change in fair value of the contingent consideration associated with its acquisition of ACEA. Prior to this obligation being included in liabilities subject to compromise, the Company assessed the fair value of contingent consideration using a discounted cash flow method combined with a Monte Carlo simulation model. Significant Level 3 assumptions used in the measurement included revenue projections, a discount rate of 20.4 % and estimated probabilities of successful commercialization. Changes in estimated fair value of contingent consideration liabilities since December 31, 2022 are as follows: (in thousands) Fair Value Beginning Balance at December 31, 2022 $ 49,346 Change in fair value measurement 3,800 Ending Balance at June 30, 2023 $ 53,146 Derivative liabilities In connection with its business combination with Vickers Vantage Corp. I, a special purpose acquisition company, in November 2022, Scilex Holding assumed certain private placement warrants (the “Private Warrants”), which are revalued at each subsequent balance sheet date, with fair value changes recognized in the consolidated statements of operations. The Company estimates the value of these warrants using a Black-Scholes option pricing formula. The Company recognized a loss on derivative liabilities related to the Private Warrants of $ 20 thousand and $ 1.3 million for the three and six months ended June 30, 2023, respectively. The Company recorded a loss on derivative liabilities of $ 2.7 million and a gain on derivative liabilities of $ 4.8 million for the three and six months ended June 30, 2022, respectively, which related to the compound derivative liabilities associated with the senior secured notes issued by Scilex Pharma in September 2018, which were repaid and fully extinguished in September 2022 (the “Scilex Notes”). The fair value of the derivative liabilities associated with the Scilex Notes was estimated using the discounted cash flow method combined with a Monte Carlo simulation model. Significant Level 3 assumptions used in the measurement included a 6.1 % risk adjusted net sales forecast and an effective debt yield of 21.5 %. The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the six months ended June 30, 2023: (in thousands) Fair Value Beginning Balance at December 31, 2022 $ 300 Change in fair value measurement 1,300 Ending Balance at June 30, 2023 $ 1,600 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | 4. Inv estments As of June 30, 2023, the Company’s equity method investments include an ownership interest in Immunotherapy NANTibody, LLC (“NANTibody”), NantCancerStemCell, LLC (“NantStem”), Deverra Therapeutics, Inc. and ImmuneOncia Therapeutics, LLC, among others. The Company’s equity investments without readily determinable fair value include an ownership interest in NantBioScience, Inc. and Aardvark Therapeutics, Inc. (“Aardvark”), among others. The Company’s equity investments with readily determinable fair value include an ownership interest in Celularity. Celularity As of June 30, 2023, the Company owned 20,422,124 shares of Class A Common Stock of Celularity. T he Company recorded unrealized losses on marketable investments of $ 1.8 million and $ 15.5 million for the three and six months ended June 30, 2023, respectively. As of June 30, 2022, the Company owned 19,922,124 shares of Class A Common Stock of Celularity that were subject to transfer restrictions until July 16, 2022 (the “Restricted Shares”). The Company also owned 500,000 shares of Class A Common Stock of Celularity not subject to transfer restrictions (the “Private Placement Shares”). During the three months ended June 30, 2022, the Company recorded unrealized losses on marketable investments of $ 92.8 million and $ 2.7 million in connection with the changes in fair value of the Restricted Shares and the Private Placement Shares, respectively. During the six months ended June 30, 2022, the Company recorded unrealized losses on marketable investments of $ 26.1 million and $ 0.9 million in connection with the changes in fair value of the Restricted Shares and the Private Placement Shares, respectively. The Company’s investment in Celularity is included within marketable investments under current assets within its consolidated balance sheets. Aardvark In 2021, the Company paid $ 10.0 million in cash for an aggregate of 7,777,864 shares of Series B Preferred Stock of Aardvark. The Company accounts for its investment in Aardvark as an equity investment without a readily determinable fair value and carries its investment in Aardvark at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments. The Company ’s investment in Aardvark was $ 10.0 million as of each of June 30, 2023 and December 31, 2022. Tien-Li Lee, M.D., a member of the board of directors of Scilex Holding, a majority owned subsidiary of the Company, is the founder and chief executive officer of Aardvark. Kim D. Janda, Ph.D., a member of the Company’s Board of Directors (the “Board”), is a member of the advisory board of Aardvark. NANTibody As of each of June 30, 2023 and December 31, 2022, the Company’s investment in NANTibody had a carrying value of zero . NANTibody recorded a net loss of $ 1.5 million for the three months ended December 31, 2022. As of December 31, 2022, NANTibody had $ 2.4 million in current assets, $ 11.6 million in current liabilities, $ 0.1 million in noncurrent assets and no noncurrent liabilities. The Company no longer receives the financial statements from NANTibody. NantStem As of each of June 30, 2023 and December 31, 2022, the Com pany’s investment in NantStem had a carrying value of zero . NantStem recorded net income of $ 2.8 million for the three months ended December 31, 2022. As of December 31, 2022, NantStem had $ 86.4 million in current assets, no current liabilities, $ 0.1 million in noncurrent assets and no noncurrent liabilities. The Company no longer receives the financial statements from NantStem. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets G oodwill totaled $ 80.3 million as of June 30, 2023 . Goodwill for the Sorrento Therapeutics segment and Scilex segment was $ 66.8 m illion and $ 13.5 million, respectively, as of June 30, 2023. The Sorrento Therapeutics segment had a negative carrying value as of June 30, 2023. During the three and six months ended June 30, 2023, the Company recorded losses on impairment of intangible assets of $ 0.5 million and $ 12.4 million, respectively, as a result of discontinuing its in-process research and development programs associated with Shanghai Medical Technologies and SmartPharm Therapeutics, Inc., respectively. Intangible assets with indefinite useful lives totaling $ 81.9 million are included in acquired in-process research and development in the table below. A summary of the Company’s identifiable intangible assets as of June 30, 2023 and December 31, 2022 is as follows (in thousands, except for years): June 30, 2023 December 31, 2022 June 30, 2023 Weighted Gross Accumulated Intangibles, Gross Accumulated Intangibles, Customer relationships 2 $ 1,585 $ 1,493 $ 92 $ 1,585 $ 1,479 $ 106 Acquired technology 19 3,410 1,676 1,734 3,410 1,588 1,822 Acquired in-process research and development — 81,874 — 81,874 94,240 — 94,240 Technology placed in service 15 21,940 6,948 14,992 21,940 6,216 15,724 Patent rights 15 32,720 14,553 18,167 32,720 13,463 19,257 Assembled workforce 5 605 524 81 605 465 140 Internally developed software 2 520 520 - 520 434 86 Acquired licenses 15 5,711 368 5,343 5,711 184 5,527 Total intangible assets $ 148,365 $ 26,082 $ 122,283 $ 160,731 $ 23,829 $ 136,902 Aggregate amortization expense was $ 1.1 million and $ 1.0 million for the three months ended June 30, 2023 and 2022 , respectively. Aggregate amortization expense was $ 2.3 million and $ 2.1 million for the six months ended June 30, 2023 and 2022, respectively. Estimated future amortization expense related to intangible assets, excluding indefinite-lived intangible assets, at June 30, 2023 is as follows (in thousands): Years Ending December 31, Amount 2023 (Remaining six months) $ 2,162 2024 4,239 2025 4,214 2026 4,214 2027 4,187 Thereafter 21,393 Total expected future amortization $ 40,409 |
Significant Agreements and Cont
Significant Agreements and Contracts | 6 Months Ended |
Jun. 30, 2023 | |
Significant Agreements And Contracts [Abstract] | |
Significant Agreements and Contracts | 6. Significant Agre ements and Contracts Zhengzhou Fortune Bioscience Co., Ltd. (“ZFB”) In February 2023, the Company entered into a repurchase agreement with ZFB for the buyback of the Company’s 49 % equity interest in ZFB for net proceeds of $ 1.8 million, consisting of $ 4.8 million, offset by $ 3.0 million in accounts payable. In connection with the repurchase agreement with ZFB, the Company recorded a net loss on equity investments of $ 0.4 million during the six months ended June 30, 2023 and the carrying value of its investment in ZFB is zero as of June 30, 2023. The Company no longer holds any ownership interest in ZFB. ELYXYB License On February 12, 2023, Scilex Holding acquired from BioDelivery Sciences International, Inc. (“BSDI”) and Collegium Pharmaceutical, Inc. (“Collegium”, and together with BDSI, the “Collegium Sellers”) the rights to certain patents, trademarks, regulatory approvals, data, contracts, and other rights related to ELYXYB (celecoxib oral solution) (the “Product”) and its commercialization in the United States and Canada (the “Territory”). As consideration for the acquisition, Scilex Holding assumed various rights and obligations under that certain asset purchase agreement, dated August 3, 2021 (the “DRL APA”), between BDSI and Dr. Reddy’s Laboratories Limited, a company incorporated under the laws of India (“DRL”), including a license from DRL including an irrevocable, royalty-free, exclusive license to know-how and patents of DRL related to the Product and necessary or used to exploit the Product in the Territory. Additionally, under the DRL APA, Collegium Sellers granted Scilex Holding an irrevocable, royalty-free, exclusive license to know-how related to the Product and necessary or used to exploit the Product in the Territory. No cash consideration was or will be payable to Collegium Sellers for such acquisition; however, the obligations under the DRL APA that were assumed by Scilex Holding include contingent sales and regulatory milestone payments and sales royalties. Scilex Holding is also obligated to make quarterly royalty payments to DRL on net sales of the Product in the Territory. In April 2023, Scilex Holding launched ELYXYB in the U.S. As of June 30, 2023, no sales and regulatory milestone payments had accrued as there were no potential milestones yet considered probable of achievement. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Senior DIP Facility On February 21, 2023, the Bankruptcy Court entered the Interim Senior DIP Order approving the Senior DIP Facility on an interim basis and providing the Debtors with liquidity to continue to operate during the Chapter 11 process. Upon entry of the Interim Senior DIP Order and satisfaction of all applicable conditions precedent, as set forth in the Senior DIP Term Sheet, the Debtors were authorized to make an initial draw of $ 30,000,000 on the Senior DIP Facility. The Debtors then negotiated the Senior DIP Documents, including the Senior DIP Credit Agreement. On March 29, 2023, the Bankruptcy Court entered the Final Senior DIP Order approving the Senior DIP Facility on a final basis and providing the Debtors with access to the remaining $ 45,000,000 of the Senior DIP Facility (subject to the terms, conditions, and covenants set forth in the Senior DIP Documents), through additional draws of no less than $ 5,000,000 , each upon five business days’ written notice to the Senior DIP Lender, and the Debtors and Senior DIP Lender proceeded to enter into the Senior DIP Documents on March 30, 2023. Among other terms, the Senior DIP Facility bore interest at a per annum rate equal to 14 % payable in cash on the first day of each month in arrears (and a default interest rate that shall accrue at an additional per annum rate of 3 % plus the non-default interest, payable in cash on the first day of each month). The Debtors were required to pay to the Senior DIP Lender a commitment fee equal to 2.5 % of the total amount of the Senior DIP Commitment (which was paid out of the Senior Draw), a funding fee equal to 2.5 % of the amount of each draw and upon repayment or satisfaction of the Senior DIP Loans (in whole or in part), an exit fee equal 7 % of the total amount of the Senior DIP Commitments and other fees and charges as described in the Senior DIP Documents. The Senior DIP Facility was secured by first-priority liens on substantially all of the Debtors’ unencumbered assets, subject to certain enumerated exceptions, and second-priority liens on those assets of the Debtors that are encumbered by certain permitted liens (as set forth in the Final Senior DIP Order). As of June 30, 2023, the total outstanding principal balance on the Senior DIP Facility was $ 75.0 million, which is included under current portion of debt in the consolidated balance sheets. The Company recorded commitment and funding fees totaling $ 1.1 million and $ 3.8 million for the three and six months ended June 30, 2023, respectively. The Company also recognized a $ 5.3 million exit fee, which is included in accrued expenses and other current liabilities as of June 30, 2023. The commitment fee, funding fee and exit fee are included in Reorganization items, net, within the Company’s consolidated statements of operations for the three and six months ended June 30, 2023. The Company recorded $ 1.9 million and $ 2.2 million in interest expense relating to the per annum rate equal to 14 % payable in cash during the three and six months ended June 30, 2023, respectively. Upon the maturity of the Senior DIP Facility on July 31, 2023 , the Company was in default under the Senior DIP Facility as a result of the Company’s failure to repay the Senior DIP Facility upon maturity. On August 9, 2023, however, the Company repaid the Senior DIP Facility in full from proceeds from the Replacement DIP Facility , curing such default. As discussed in Note 1, subsequent to June 30, 2023, the Company entered into, and made full draws under, the Junior DIP Facility and the Replacement DIP Facility. ACEA Significant Debt Arrangements Borrowings under significant debt arrangements assumed in connection with the Company’s acquisition of ACEA consisted of the following (in thousands): June 30, December 31, Principal $ 25,449 $ 26,718 Unamortized debt discount ( 6,786 ) ( 7,878 ) Carrying value $ 18,663 $ 18,840 Estimated fair value $ 15,900 $ 15,000 The following table provides a schedule of future repayments under the Contract (in thousands): 2023 (Remaining six months) $ — 2024 937 2025 3,102 2026 5,363 2027 10,064 2028 5,983 Total $ 25,449 Scilex Holding Convertible Debentures On March 21, 2023, Scilex Holding entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”) pursuant to which Scilex Holding would issue and sell to Yorkville convertible debentures in an aggregate principal amount of up to $ 25.0 million (the “Convertible Debentures”). The Securities Purchase Agreement provides that the Convertible Debentures will be issued and sold at a purchase price equal to 96 % of the applicable principal amount in three tranches as follows: (i) $ 10.0 million upon the signing of the Securities Purchase Agreement, which was funded on March 21, 2023, (ii) $ 7.5 million upon the filing of a registration statement on Form S-1 with the SEC to register the resale by Yorkville of any shares of Scilex Common Stock issuable upon conversion of the Convertible Debentures under the Securities Act, and (iii) $ 7.5 million at the time such registration statement is declared effective by the SEC. The Convertible Debentures bear interest at an annual rate of 7.00 % and will mature on December 21, 2023 . The outstanding principal amount is to be repaid in equal installments that are due every 30 days beginning on May 20, 2023, which is 60 days after the date on which the first Convertible Debenture was issued to Yorkville. The Convertible Debentures provide a conversion right, in which any portion of the outstanding and unpaid principal and any accrued but unpaid interest, may be converted into shares of Scilex Common Stock, at a conversion price of $ 8.00 per share, at the option of the holder of the Convertible Debentures. Scilex Holding has the option to repay either (i) in cash, with premium equal to 5 % in respect of the principal amount of such payment, or (ii) by submitting a notice for an advance under the amended and restated standby equity purchase agreement between Scilex Holding and Yorkville (the “A&R Yorkville Purchase Agreement”), or a series of Yorkville advances, or any combination of (i) or (ii) as determined by the Scilex Holding. In case of (ii), the proceeds from the shares sold to Yorkville are applied against the outstanding amounts. Scilex Holding has the right, but not the obligation, in its sole discretion, to redeem, upon five business days’ prior written notice to Yorkville (the “Redemption Notice”), all or any portion of the amounts outstanding under the Convertible Debentures; provided that the trading price of the Common Stock is less than the Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by Scilex Holding , plus the redemption premium of 10 % of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount. Pursuant to the Securities Purchase Agreement with Yorkville, Scilex Holding issued additional Convertible Debentures in an aggregate principal amount of $ 15.0 million in April 2023 for $ 14.4 million in net cash proceeds. In April 2023, Yorkville elected to convert $ 5.0 million of the outstanding principal and accrued interest of the first Convertible Debentures issued to Yorkville, resulting in the issuance of 632,431 shares of Scilex Common Stock at a conversion price of $ 8.00 per share and reducing the outstanding Convertible Debentures balance by $ 7.7 million. Scilex Holding repaid $ 1.3 million of Convertible Debentures in June 2023. Interest expense related to the Convertible Debentures and included in the changes in fair value was $ 288,000 for each of the three and six months ended June 30, 2023. Scilex Pharma Revolving Facility On June 27, 2023, Scilex Pharma entered into a Credit and Security Agreement (the “eCapital Credit Agreement”) with eCapital Healthcare Corp. (the “Lender”). The eCapital Credit Agreement provides that the Lender shall make available to Scilex Pharma revolving loans (the “Revolving Facility”) in an aggregate principal amount of up to $ 30,000,000 (the “Facility Cap”). The Facility Cap may, at the request of Scilex Pharma and with the consent of the Lender, be increased in increments of $ 250,000 at such time as the outstanding principal balance under the eCapital Credit Agreement equals or exceeds 95 % of the then-existing Facility Cap. The amount available to Scilex Pharma under the Revolving Facility at any one time is the lesser of the Facility Cap and 85 % of the “Net Collectible Value” of “Eligible Receivables” (in each case, as defined in the eCapital Credit Agreement) minus the amount of any reserves or adjustments against receivables required by the Lender, in its discretion. Under the terms of the eCapital Credit Agreement, interest will accrue daily on the principal amount outstanding at a rate per annum equal to the Wall Street Journal Prime Rate plus 1.50 %, based on a year consisting of 360 days, and which shall be payable by Scilex Pharma monthly in arrears, commencing July 1, 2023. The eCapital Credit Agreement provides for an early termination fee of 0.50 % of the Facility Cap if Scilex Pharma voluntarily prepays and terminates in full the Revolving Facility prior to the first anniversary of the closing of the Revolving Facility. The eCapital Credit Agreement provides that Scilex Pharma and Lender shall enter into a blocked account control agreement with respect to Scilex Pharma’s collections account, which permits the Lender to sweep all funds in such collections account to an account of the Lender for application to the outstanding amounts under the Revolving Facility. All indebtedness incurred and outstanding under the eCapital Credit Agreement will be due and payable in full on July 1, 2026, unless the eCapital Credit Agreement is earlier terminated. Scilex Pharma’s obligations under the eCapital Credit Agreement are secured by a continuing security interest in Scilex Pharma’s accounts receivable, related deposit accounts, and in the other “Collateral” as defined in the eCapital Credit Agreement. In addition, Scilex Holding has guaranteed the payment and performance obligations of Scilex Pharma under the eCapital Credit Agreement by executing a guaranty agreement, dated as of June 27, 2023. The eCapital Credit Agreement contains certain representations and warranties and various affirmative and negative covenants applicable to facilities of this type, including covenants that, among other things, will limit or restrict the ability of Scilex Pharma, subject to negotiated exceptions, to incur additional indebtedness and additional liens on their assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, enter into transactions with affiliated persons, or make investments. The eCapital Credit Agreement also contains a financial covenant requiring Scilex Pharma to maintain cash on hand in “Controlled Deposit Accounts” (as defined in the eCapital Credit Agreement) plus availability under the Revolving Facility of at least $ 1,000,000 at all times. The eCapital Credit Agreement contains customary events of default and also provides that an event of default includes a change of control of Scilex Pharma and Scilex Holding’s failure to issue at least $ 75,000,000 of debt or equity by September 30, 2023. The events of default under the eCapital Credit Agreement are subject to customary thresholds and grace periods as set forth in the eCapital Credit Agreement. Subject to certain notice requirements and other conditions, upon the occurrence of an event of default, commitments may be terminated and all amounts outstanding under the Revolving Facility may become immediately due and payable; however, where an event of default arises from certain insolvency events, the commitments shall automatically and immediately terminate and all amounts outstanding under the Revolving Facility shall become immediately due and payable. The proceeds of the Revolving Facility will be used for (i) transaction fees incurred in connection with the eCapital Credit Agreement, (ii) working capital needs of the Borrower and (iii) other uses not prohibited under the eCapital Credit Agreement. As of June 30, 2023, Scilex Pharma has an outstanding balance of $ 15.9 million under the Revolving Facility, which is classified as current liabilities in the consolidated balance sheet. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Scilex Holding Company Dividend On December 30, 2022, the Board declared a stock dividend (the “Dividend”) consisting of an aggregate of 76,000,000 shares of Scilex Common Stock (the “Dividend Stock”) held by the Company to record holders of (i) the Company’s common stock (such stock, the “Company Common Stock”) as of the close of business on January 9, 2023 (the “Record Date”) and (ii) certain warrants to purchase Company Common Stock that, among other things, had not been exercised prior to the ex-dividend date under the rules of Nasdaq (and which had or may have the right to participate in the Dividend pursuant to the terms of their respective warrants). On January 5, 2023, the Board fixed the date on which the Dividend would be paid to be January 19, 2023 (the “Payment Date”), such Payment Date being within 60 days following the Record Date. On January 19, 2023, the Dividend was paid. No fractional shares were issued in connection with the Dividend and the equityholders of the Company who otherwise were entitled to receive fractional shares of the Dividend Stock received cash (without interest or deduction) in lieu of such fractional shares in an amount equal to the product obtained by multiplying (a) $ 5.87 , the closing price of the Scilex Common Stock on the Nasdaq Capital Market on the Record Date, by (b) the fraction of one share of Scilex Common Stock that such equityholder w ould have otherwise been entitled to receive as a Dividend in respect of shares of Company Common Stock held by such equityholder (after aggregating all such fractional shares otherwise issuable to such equityholder in connection with the Dividend). The Dividend Stock was initially subject to certain transfer restrictions through May 11, 2023, which the Bankruptcy Court subsequently extended to September 1, 2023. Following the payment of the Dividend and as of June 30, 2023 the Company's ownership interest in Scilex Common Stock is 41.7 %. As of June 30, 2023, the Company's total ownership interest in total Scilex Common Stock (assuming conversion of Scilex Preferred Shares into Scilex Common Stock) is 51.22 %. As discussed in Note 1, subsequent to June 30, 2023, the Company entered into the Stalking Horse Stock Purchase Agreement for the sale of the Scilex Purchased Securities, subject to an Auction and a further order from the Bankruptcy Court approving the sale. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-Base d Compensation 2019 Stock Incentive Plan (“2019 Plan”) Total stock-based compensation expense under the 2019 Plan was $ 4.6 million and $ 6.9 million for the three months ended June 30, 2023 and 2022 , respectively, and $ 11.1 million and $ 13.8 million for the six months ended June 30, 2023 and 2022, respectively. The total unrecognized compensation expense related to unvested stock option grants as of June 30, 2023 was $ 24.6 million, with a weighted average remaining vesting period of 1.8 years. Total unrecognized compensation expense related to unvested restricted stock unit (“RSU”) grants as of June 30, 2023 was $ 17.0 million, with a weighted average remaining vesting period of 2.9 years. A summary of stock option activity under the 2019 Plan for the six months ended June 30, 2023 is as follows: Options Weighted- Aggregate Outstanding at December 31, 2022 20,861,760 $ 6.05 $ — Options Granted — — Options Canceled ( 1,113,032 ) 6.63 Options Exercised — — Outstanding at June 30, 2023 19,748,728 $ 6.02 $ — Vested and Expected to Vest at June 30, 2023 19,748,728 $ 6.02 $ — A summary of RSU activity under the 2019 Plan for the six months ended June 30, 2023 is as follows: Number of Shares Weighted- Outstanding at December 31, 2022 8,284,498 $ 3.73 RSUs Granted — — RSUs Released — — RSUs Canceled ( 1,381,951 ) 4.23 Outstanding at June 30, 2023 6,902,547 $ 3.63 On March 15, 2023, the Board approved the suspension of any issuance, vesting, and payments related to the awards under the Company’s 2020 Employee Stock Purchase Plan and 2019 Plan effective as of the Petition Date. The Company determined that there are no incremental compensation costs recognized as a result of this suspension for the three and six months ended June 30, 2023. Scilex Plan For Scilex Holding, total stock-based compensation recorded as operating expenses was $ 3.6 million and $ 1.4 million for the three months ended June 30, 2023 and 2022, respectively, and $ 7.3 million and $ 2.8 million for the six months ended June 30, 2023 and 2022, respectively. The total unrecognized compensation cost related to unvested employee and director stock option grants as of June 30, 2023 was 52.3 million and the weighted average period over which these grants are expected to vest is 3.4 years. Employee Stock Purchase Plan Total stock-based compensation recorded as operating expense for the Company’s 2020 Employee Stock Purchase Plan was no t material for the three months ended June 30, 2023 and 2022. Total stock-based compensation recorded as operating expense for the Company’s 2020 Employee Stock Purchase Plan was no t material for the six months ended June 30, 2023, and was $ 0.2 million for the six months ended June 30, 2022. CEO Performance Award Total stock-based compensation recorded as operating expense for the 10 -year CEO performance award that was granted to the Company’s chief executive officer in 2020 and tied solely to the Company achieving market capitalization milestones (the “CEO Performance Award”) was $ 7.0 million and $ 15.2 million during the three and six months ended June 30, 2023, respectively. As of June 30, 2023, the Company had approximately $ 31.0 million of total unrecognized stock-based compensation expense remaining under the CEO Performance Award. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitmen ts and Contingencies Litigation In the normal course of business, the Company may be named as a defendant in one or more lawsuits. Other than as set forth below, the Company is not a party to any outstanding material litigation and management is currently not aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations. On April 3, 2019, the Company filed two legal actions against, among others, Patrick Soon-Shiong and entities controlled by him, asserting claims for, among other things, fraud and breach of contract, arising out of Dr. Soon-Shiong’s purchase of the drug Cynviloq from the Company in May 2015. The actions allege that Dr. Soon-Shiong and the other defendants, among other things, acquired the drug Cynviloq for the purpose of halting its progression to the market. Specifically, the Company has filed: • An arbitration demand with the American Arbitration Association in Los Angeles, California, against NantPharma, LLC (“NantPharma”), and its Chief Executive Officer, Patrick Soon-Shiong, related to alleged fraud and breaches of the Stock Sale and Purchase Agreement, dated May 14, 2015, entered into between NantPharma and the Company, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2015. On May 24, 2019, NantCell, Inc., Dr. Soon-Shiong and NANTibody’s General Counsel Charles Kim filed a motion in the Los Angeles Superior Court (the “Court”) to stay or dismiss the Company’s arbitration demand. On October 9, 2019, the Court denied the motion to stay or dismiss the arbitration demand, and the arbitration continued against NantPharma (the “NantPharma Arbitration”). On March 5, 2020, the Company filed a legal action against Dr. Soon-Shiong in the Court, asserting claims for fraudulent inducement and common law fraud, arising out of Dr. Soon-Shiong’s purchase of the drug Cynviloq from the Company in May 2015. The action alleges that, among other things, Dr. Soon-Shiong acquired the drug Cynviloq for the purpose of halting its progression to the market. In connection with filing this civil action in the Court, where the Company will have the right to a jury trial against Dr. Soon-Shiong, the Company dismissed Dr. Soon-Shiong from the NantPharma Arbitration; and • An action in the Court derivatively on behalf of NANTibody against NantCell, Inc., NANTibody Board Member and NantCell, Inc., Chief Executive Officer Patrick Soon-Shiong, and NANTibody officer Charles Kim, related to several breaches of the June 11, 2015 Limited Liability Company Agreement for NANTibody entered into between the Company and NantCell, Inc. The suit also alleges breaches of fiduciary duties and seeks, inter alia, a declaration that the Assignment Agreement entered into on July 2, 2017, between NantPharma and NANTibody is void and an equitable unwinding of the Assignment Agreement. The suit calls for the restoration of $ 90.05 million to the NANTibody capital account, thereby restoring the Company’s equity method investment in NANTibody to its invested amount as of June 30, 2017 of $ 40.0 million. On May 24, 2019, NantCell, Inc. and Dr. Soon-Shiong filed a cross-complaint against the Company and Dr. Henry Ji, seeking unspecified damages, as well as additional punitive damages and specific performance, related to alleged fraud, alleged breaches of the Exclusive License Agreement for certain antibodies (dated June 11, 2015 and entered into between NANTibody, LLC and the Company), and alleged tortious interference with contract. On May 24, 2019, NANTibody and NantPharma filed a new complaint in the action against the Company and Dr. Henry Ji, seeking unspecified damages, as well as additional punitive damages and specific performance, related to alleged fraud, alleged breaches of the Stock Sale and Purchase Agreement, alleged breaches of the Exclusive License Agreement for certain antibodies (dated April 21, 2015 and entered into between NantCell, Inc. and the Company), and alleged tortious interference with contract. On July 8, 2019, the Company and Dr. Henry Ji filed motions to compel the cross-complaint and new action to arbitration. On October 9, 2019, the Court granted the motions to compel to arbitration all of the claims brought by NANTibody, NantCell, Inc. and NantPharma, and denied the motions to compel as to the claims brought by Dr. Soon-Shiong. Subsequently, NANTibody, NantCell, Inc., and NantPharma have re-filed their claims in arbitration with the American Arbitration Association (the “NantCell/NANTibody Arbitration”). On May 4, 2020, the Company filed counterclaims against NANTibody and NantCell related to breaches of the April 21, 2015 and June 11, 2015 Exclusive License Agreements. The claims against Dr. Soon-Shiong were stayed pending resolution of the claims filed in arbitration. On December 2, 2022, the arbitrator in the NantCell/NANTibody Arbitration issued an award (the “Antibody Award”) granting contractual damages and pre-award interest in the amounts of $ 156,829,562 to NantCell and $ 16,681,521 to NANTibody, exclusive of post-award, prejudgment interest, which will accrue at 9 % per annum. The award also held that the Company has no further obligations under the Exclusive License Agreement with NANTibody. The Exclusive License Agreement with NantCell remains in effect only with respect to one anti-PD-L1 antibody that previously was delivered by the Company to NantCell. The Company has no further obligation to contribute any materials or know-how to NantCell with respect to that antibody but will receive potential future royalties on future net sales. The Company continues to hold 40 % of the outstanding equity of NANTibody. The award does not resolve the additional legal proceedings brought by the Company against Patrick Soon-Shiong and entities controlled by him, which remain pending. On December 21, 2022, NantCell and NANTibody filed in the Los Angeles Superior Court a petition to confirm the NantCell/NANTibody Arbitration award. On January 16, 2023, the Company filed in the Court a petition to vacate the Antibody Award. On February 7, 2023, the Court granted the Nant entities’ petition, entered judgment upon the Antibody Award and ordered the Company to pay to the Nant entities the previously disclosed amounts awarded in the Antibody Award. On December 20, 2022, the arbitrator in the NantPharma Arbitration issued an award granting contractual damages of $ 125.0 million to the Company, reflecting the value of lost milestone payments for the approval of Cynviloq for the treatment of breast and lung cancers. The Company filed a petition to confirm the award with the Los Angeles Superior Court on February 2, 2023. NantPharma filed an opposition motion to vacate the award on February 13, 2023. On March 16, 2023, the Court granted the Company’s motion to confirm the award in the NantPharma Arbitration over NantPharma’s opposition. On April 7, 2023, the Court entered final judgment (“Final Judgment”) upon the confirmed award in favor of the Company in the amount of $ 127,686,209.93 , which includes arbitration costs and accrued interest on the award since December 20, 2022. The Final Judgment is accruing interest at the rate of 10 percent per annum, from March 16, 2023. On April 17, 2023, the Court ordered Patrick Soon-Shiong, to appear, on behalf of NantPharma, before the Court on May 31, 2023, to furnish information to aid the Company in the enforcement of its Final Judgment. On April 18, 2023, the Court issued a writ of execution, which the Company may use, other things, to begin the process of levying NantPharma’s bank account(s). On April 18, 2023, the Court also issued an Abstract of Judgment, which the Company may use to perfect a judgment lien against NantPharma’s real property. On February 6, 2023, the Company applied ex parte to the Court for a stay of enforcement of the judgment entered upon the Antibody Award until the Company is procedurally able to seek an offset of the judgment entered upon the Antibody Award by the amount of the Final Judgment that the Company has petitioned the Court to confirm and enter judgment upon. The Nant Entities opposed the Company’s ex parte application. On February 7, 2023, the Court granted the Company’s ex parte application in part. The Court stayed enforcement of the Antibody Award judgment for seventy days only to the extent the Antibody Award judgment exceeds the approximately $ 50.0 million difference of the amounts of the Antibody Award and the Final Judgment. Following mediation in the Chapter 11 Cases, the Company reached a settlement with NantPharma, NantCell, and NANTibody (along with their related parties) (collectively, the “Nant Parties”) regarding the Nant Award, the Cynviloq Award, and other legal causes of action (the “Nant Settlement”)—subject to Bankruptcy Court approval. Under the settlement, either (i) the Company will pay NantCell and NANTIbody in full in cash by August 31, 2023 to satisfy the Nant Award (the “Nant Settlement Payments”) and the Company and the Nant Parties will retain all their other respective claims and causes of action, joint venture interests, and royalty rights and obligations, or (ii) if the Company does not make the Nant Settlement Payments, then the Company and the Nant Parties will mutually release each other from any and all claims and causes of action, the Company will transfer its joint venture interests (and rights related thereto) in certain Nant Parties to the Nant Parties and the Company will receive $ 1.5 million from the Nant Parties in exchange for a release of the Company’s royalty rights to PD-L1 (and address certain rights and obligations related thereto). In the interim, the Company and the Nant Parties have agreed to stay all litigation matters until August 31, 2023. A hearing for the Bankruptcy Court to consider approval of the settlement is currently scheduled for August 14, 2023. The Company has recorded an accrued legal settlement in the consolidated balance sheet of $ 176.6 million and $ 174.8 million, including post-award interest, as of June 30, 2023 and December 31, 2022, respectively, relating to the Final Judgment. The accrued legal settlement has been classified as liabilities subject to compromise as of June 30, 2023 (see Note 14 ). Even if the Company successfully reorganizes through a Chapter 11 plan of reorganization, pending litigation brought by the Company against other parties would generally continue after the Chapter 11 Cases, unless specifically released by the Company (including the potential release of claims described above). For a discussion of the Company’s ongoing bankruptcy proceedings, see Note 1 . On May 26, 2020, Wasa Medical Holdings filed a putative federal securities class action in the U.S. District Court for the Southern District of California, Case No. 3:20-cv-00966-AJB-DEB, against the Company, Dr. Henry Ji and its SVP of Regulatory Affairs, Mark R. Brunswick, Ph.D. The action alleges that the Company, Dr. Ji and Dr. Brunswick made materially false and/or misleading statements to the investing public by publicly issuing false and/or misleading statements regarding STI-1499 and its ability to inhibit the SARS-CoV-2 virus infection and that such statements violated Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. The suit seeks to recover damages caused by the alleged violations of federal securities laws, along with the plaintiffs’ reasonable costs and expenses incurred in the lawsuit, including counsel fees and expert fees. On June 11, 2020, Jeannette Calvo filed a second putative federal securities class action in the U.S. District Court for the Southern District of California, Case No. 3:20-cv-01066-JAH-WVG, against the same defendants alleging the same claims and seeking the same relief. On February 12, 2021, the U.S. District Court for the Southern District of California issued an order consolidating the cases and appointing a lead plaintiff, Andrew Zenoff (“Plaintiff”), and lead counsel. On April 5, 2021, Plaintiff filed a consolidated amended complaint in accordance with the U.S. District Court for the Southern District of California’s scheduling order. Pursuant to that scheduling order, the defendants filed a motion to dismiss on May 20, 2021 and Plaintiff filed its opposition to the motion on July 2, 2021. The defendants’ reply was filed on August 4, 2021. On or about November 18, 2021, the U.S. District Court for the Southern District of California issued an order granting the motion to dismiss with leave to amend. On November 30, 2021, Plaintiff filed a first amended consolidated complaint. On December 30, 2021, the defendants filed a motion to dismiss the first amended consolidated complaint. Pursuant to a stipulated scheduling order, the defendants filed their opposition to the motion on February 7, 2022, and the Plaintiff filed its reply on February 28, 2022. On April 11, 2022, the U.S. District Court for the Southern District of California issued an order granting the motion to dismiss with leave to file an amended complaint by April 22, 2022. Plaintiff did not file an amended complaint by April 22, 2022. On June 2, 2022, the U.S. District Court for the Southern District of California directed the clerk of the court to enter judgment in favor of defendants and close the case. On June 3, 2022, judgment was entered in favor of defendants, and the case was closed. On June 30, 2022, Plaintiff filed a notice of appeal to the United States Court of Appeals for the Ninth Circuit (Case No. 22-55641). On October 3, 2022, Plaintiff/Appellant filed an opening brief. On December 2, 2022, the defendants/appellees’ filed their answering brief. On January 23, 2023, Plaintiff/Appellant filed his reply brief. The Company is defending these matters vigorously. On July 26, 2021, Sachin Chaudhari filed a verified stockholder derivative complaint in the U.S. District Court for the Southern District of California, Case No. 0723211, against Dr. Ji, Mr. Brunswick, and the Company’s Board of Directors as defendants, and against the Company as a nominal defendant. The action alleges, among other things, that defendants breached their fiduciary duties, violated Section 20(a) of the Securities Exchange Act of 1934, as amended, engaged in waste and were unjustly enriched in connection with the alleged false and misleading statements referenced above. The suit seeks to recover on behalf of the Company those damages caused by the alleged breaches of duty and related claims, along with the plaintiffs’ reasonable costs and expenses incurred in the lawsuit, including counsel fees and expert fees. On July 27, 2021, Michael Sabatina filed a verified stockholder derivative complaint in the Delaware Chancery Court, Case No. 2021-0654 against Dr. Ji and Mr. Brunswick as defendants and against the Company as a nominal defendant alleging the same general claims and seeking the same general relief. Both of these derivative cases have been stayed by their respective courts pending resolution of the motion to dismiss the federal securities class action described above. The Company is defending these matters vigorously. Operating Leases Supplemental quantitative information related to leases includes the following ($ in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 4,089 $ 3,422 $ 7,991 $ 6,304 ROU assets obtained in exchange for new and amended operating lease liabilities $ 2,680 $ 2,328 $ 2,680 $ 2,961 Weighted average remaining lease term in years 6.7 14.4 6.7 14.4 Weighted average discount rate 12.7 % 12.8 % 12.7 % 12.8 % Maturities of lease liabilities were as follows (in thousands): Years ending December 31, Operating 2023 (Remaining six months) $ 7,114 2024 14,152 2025 13,219 2026 12,878 2027 13,052 2028 13,380 Thereafter 23,991 Total lease payments 97,786 Less imputed interest ( 32,289 ) Total lease liabilities as of June 30, 2023 $ 65,497 In April 2023, the Company and the respective landlords for the premises leased by the Company located at 4930 Directors Place, 9151 Rehco Road and 4690 Executive Drive, San Diego, California, 92121, executed stipulations and agreed orders, which the Bankruptcy Court approved, pursuant to which the Company and each such landlord agreed to reject the respective lease agreements. In conjunction with signing the leases, the Company established a cash collateral account and issued letters of credit to the landlords for a total of $ 4.1 million, which was drawn by the landlords upon rejection of the leases. The cash collateral drawn was recorded as lease termination cost. The Company derecognized the related right-of-use assets and liabilities, which resulted in a gain of $ 0.6 million. The lease termination cost and the gain on derecognition were included in Reorganizations items, net in the consolidated statement of operations. The termination of the 4930 Directors Place lease resulted in remeasurements of four other leases as their lease terms were previously extended to be coterminous with the lease end date for the 4930 Directors Place lease. As the 4930 Directors Place lease was terminated, the lease terms of the other four leases reverted back to their original terms. The related remeasurements resulted in a decrease to right-of-use assets and lease liabilities of $ 25.8 million. In April 2023, Scilex Holding modified the lease term for its principal executive office located in Palo Alto, California. The modification extended the lease term for an additional three years, with the lease term expiring in September 2027. As a result of the modification, Scilex Holding recognized additional ROU assets and corresponding lease liabilities of $ 2.5 million. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Inc ome Taxes The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax assets include net operating loss carryforwards, research credits and temporary differences. In assessing the Company’s ability to realize deferred tax assets, management considers, on a periodic basis, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. As such, management has determined that it is appropriate to maintain a valuation allowance against the Company’s U.S. federal and state deferred tax assets, except for an amount equal to schedulable deferred tax liabilities. The stock dividend of Scilex Common Stock (see Note 8 ) is a taxable distribution of property governed by Section 311(b) of the Internal Revenue Code. As a result, the Company recognized an income tax liabil ity of $ 12.7 million a s of June 30, 2023 through tax expense. The Company’s income tax expense of $ 12.1 million and $ 0.4 million reflect effective tax rates of 4.8 % and 0.2 % for the six months ended June 30, 2023 and 2022, respectively. The Company’s income tax expense of $ 0.7 million and income tax benefit of $ 1.1 million reflect effective tax rates of 0.7 % and 0.5 % for the three months ended June 30, 2023 and 2022, respectively. The difference between the expected statutory federal tax rate of 21 % and the 4.8 % effective tax rate for the six months ended June 30, 2023 was primarily attributable to changes in valuation allowance, offset by gain recognized on distribution of Scilex Common Stock. For the six months ended June 30, 2023, when compared to the same period in 2022, the increase in tax expense and effective tax rate was primarily attributable to the gain recognized on distribution of Scilex Common Stock. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net L oss Per Share For the three and six months ended June 30, 2023 and 2022, basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The following table sets forth the reconciliation of basic and diluted loss per share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator Net loss attributable to the Company $ ( 95,212 ) $ ( 218,759 ) $ ( 234,729 ) $ ( 259,574 ) Net loss used for diluted earnings per share $ ( 95,212 ) $ ( 218,759 ) $ ( 234,729 ) $ ( 259,574 ) Denominator for basic loss per share 551,281 402,801 547,232 370,144 Denominator for diluted loss per share 551,281 402,801 547,232 370,144 Basic loss per share $ ( 0.17 ) $ ( 0.54 ) $ ( 0.43 ) $ ( 0.70 ) Diluted loss per share $ ( 0.17 ) $ ( 0.54 ) $ ( 0.43 ) $ ( 0.70 ) Shares of common stock issuable pursuant to stock options and RSUs that have been excluded because the effect would have been anti-dilutive consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Anti-dilutive shares for outstanding options and RSUs 26,585 24,065 27,656 23,177 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information The Company operates in two operating and reportable segments, Sorrento Therapeutics and Scilex. With the exception of unrestricted cash balances, the Company’s Chief Operating Decision Maker does not regularly review asset information by reportable segment and, therefore, it does not report asset information by reportable segment. The majority of long-lived assets for both segments are located in the United States. The following table presents information about the Company’s reportable segments for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, 2023 2022 Sorrento Scilex Total Sorrento Scilex Total External revenues $ 2,443 $ 12,582 $ 15,025 $ 3,535 $ 7,926 $ 11,461 Operating expenses 56,861 35,397 92,258 109,709 20,113 129,822 Operating loss ( 54,418 ) ( 22,815 ) ( 77,233 ) ( 106,174 ) ( 12,187 ) ( 118,361 ) Unrestricted cash 34,572 35,177 69,749 63,470 6,875 70,345 Six Months Ended June 30, 2023 2022 (in thousands) Sorrento Scilex Total Sorrento Scilex Total External revenues $ 8,112 $ 23,164 $ 31,276 $ 15,107 $ 14,738 $ 29,845 Operating expenses 144,796 70,055 214,851 219,359 35,730 255,089 Operating loss ( 136,684 ) ( 46,891 ) ( 183,575 ) ( 204,252 ) ( 20,992 ) ( 225,244 ) Unrestricted cash 34,572 35,177 69,749 63,470 6,875 70,345 |
Liabilities Subject to Compromi
Liabilities Subject to Compromise | 6 Months Ended |
Jun. 30, 2023 | |
Liabilities Subject to Compromise [Abstract] | |
Liabilities subject to compromise | 14. Liabilities Subject t o Compromise Since the Petition Date, the Debtors have been operating as debtors in possession under the jurisdiction of the Bankruptcy Court and in accordance with provisions of the Bankruptcy Code. In the accompanying consolidated balance sheets, the caption “Liabilities subject to compromise” reflects the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount. Liabilities subject to compromise at June 30, 2023 consisted of the following (in thousands): June 30, 2023 Accounts payable $ 56,078 Accrued expenses and other current liabilities 7,839 Accrued legal settlements 176,549 Deferred revenue 6,959 Contingent consideration and acquisition consideration 61,498 Total liabilities subject to compromise $ 308,923 The Company will continue to evaluate the amount and classification of its pre-petition liabilities. Any additional liabilities that are subject to compromise will be recognized accordingly and the aggregate amount of liabilities subject to compromise may change. |
Reorganization Items, Net
Reorganization Items, Net | 6 Months Ended |
Jun. 30, 2023 | |
Reorganizations [Abstract] | |
Reorganization Items, Net | 15. R eorganization Items, Net Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying statements of operations for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 DIP facility financing costs $ 1,468 $ — $ 4,229 $ — DIP facility exit fees — — 5,250 — Professional fees 15,565 — 27,786 — Lease termination 4,195 — 4,195 — Others 775 — 775 — Total $ 22,003 $ — $ 42,235 $ — |
Condensed Combined Debtor-In-Po
Condensed Combined Debtor-In-Possession Financial Information | 6 Months Ended |
Jun. 30, 2023 | |
Reorganization, Chapter 11, Debtor-in-Possession | |
Reorganization, Chapter 11 [Line Items] | |
Condensed Combined Debtor-In-Possession Financial Information | 16. Condensed Combined Debtor-In-Possession Financial Information The financial statements below represent the condensed combined financial statements of the Debtors as of June 30, 2023 and December 31, 2022 and for the three and six months ended June 30, 2023 and 2022. CONDENSED COMBINED DEBTOR-IN-POSSESSION BALANCE SHEET (Amounts in thousands) (Unaudited) ASSETS June 30, 2023 December 31, 2022 Current assets: Cash and cash equivalents $ 29,205 $ 9,562 Marketable investments 10,889 26,348 Accounts receivables, net 64 23,136 Prepaid expenses 2,209 3,554 Other current assets 1,926 1,429 Total current assets 44,293 64,029 Property and equipment, net 30,069 30,623 Operating lease right-of-use assets 40,032 74,249 Related party receivable 127,807 138,567 Intangibles, net 69,758 69,947 Goodwill 62,598 62,598 Equity investments 12,008 17,176 Investments in subsidiaries 310,852 301,715 Other assets, net 6,783 2,288 Total assets $ 704,200 $ 761,192 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 5,389 $ 38,918 Accrued payroll and related benefits 2,018 4,011 Accrued expenses and liabilities 34,535 20,114 Accrued legal settlements — 174,752 Current portion of deferred revenue — 1,114 Current portion of operating lease liabilities 10,607 11,506 Acquisition consideration — 7,537 Income tax payable 12,695 2 Current portion of debt 75,000 5,585 Total current liabilities 140,244 263,539 Deferred tax liabilities, net 238 591 Deferred revenue — 6,085 Related party payable — 98,632 Operating lease liabilities 40,831 74,538 Contingent consideration — 48,400 Other long-term liabilities — 1,761 Total liabilities not subject to compromise $ 181,313 $ 493,546 Liabilities subject to compromise 409,846 — Total liabilities 591,159 493,546 Total stockholders' equity 113,041 267,646 Total liabilities and stockholders’ equity $ 704,200 $ 761,192 The balance of current portion of debt as of June 30, 2023 amounting to $ 75.0 million represents the outstanding balance of the Senior DIP Facility (see Note 7 ). The related party receivables relates to the Company’s intercompany receivables from non-debtor subsidiaries resulting from financing activities. Liabilities subject to compromise include the Company’s intercompany payables to non-debtor subsidiaries amounting to $ 85.6 million and $ 83.4 million as of June 30, 2023 and December 31, 2022, respectively. Liabilities subject to compromise also include Scintilla’s intercompany payables to the Company amounting to $ 15.3 million and $ 15.2 million as of June 30, 2023 and December 31, 2022, respectively. CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENTS OF OPERATIONS (Amounts in thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues: Net product revenues $ — $ 48 $ — $ 2,759 Service revenues 120 298 248 418 Related party revenues — 10,955 — 22,961 Total revenues 120 11,301 248 26,138 Operating costs and expenses: Cost of products sold — 6,744 — 14,710 Research and development 22,016 39,796 54,726 94,091 Acquired in-process research and development — — — 521 Selling, general and administrative 18,772 30,542 43,646 63,350 Intangible amortization 94 94 188 188 Loss on impairment of intangible assets — 90,780 — 90,780 Increase (decrease) on contingent consideration — ( 64,300 ) 3,800 ( 66,400 ) Legal settlements, net — — 1,797 — Total operating costs and expenses 40,882 103,656 104,157 197,240 Loss from operations ( 40,762 ) ( 92,355 ) ( 103,909 ) ( 171,102 ) Loss on marketable and equity investments ( 1,777 ) ( 95,492 ) ( 15,460 ) ( 26,958 ) Loss on debt extinguishment, net — ( 471 ) ( 40 ) ( 934 ) Loss (gain) on foreign currency exchange 2 ( 110 ) 1 ( 107 ) Gain on derivative assets 62 — 4,035 — Interest (expense) income, net ( 1,867 ) 1,457 ( 2,237 ) 2,019 Other loss ( 23,481 ) ( 1,000 ) ( 22,071 ) ( 993 ) Reorganization items, net ( 22,003 ) — ( 42,234 ) — Loss before income tax ( 89,826 ) ( 187,971 ) ( 181,915 ) ( 198,075 ) Income tax expense (benefit) 924 ( 1,291 ) 12,340 ( 205 ) (Loss) gain on equity method investments — ( 72 ) 368 59 Net loss $ ( 90,750 ) $ ( 186,608 ) $ ( 194,623 ) $ ( 197,929 ) Included in "Other loss" for the three and six months ended June 30, 2023 was a bad debt expense amounting to $ 23.0 million related to the Company's trade receivables from its subsidiary, Sorrento Therapeutics Mexico S. de R.L. de C.V. CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) Six Months Ended June 30, Operating activities 2023 2022 Net cash used for operating activities $ ( 60,089 ) $ ( 182,010 ) Investing activities Net cash used for investing activities ( 14,054 ) ( 14,306 ) Financing activities Proceeds from DIP loan 71,250 — DIP loan issuance costs ( 287 ) — Proceeds from debt, net of issuance costs — 43,175 Proceeds from settlement of bridge loan 899 — Payments on intercompany payable 618 ( 45,808 ) Proceeds from equity offerings, net of issuance costs 21,306 268,595 Proceeds from exercise of stock options — 37 Repayments of debt and other obligations — ( 44,134 ) Net cash provided by financing activities 93,786 221,865 Net change in cash, cash equivalents and restricted cash 19,643 25,549 Cash, cash equivalents and restricted cash at beginning of period 9,562 20,566 Cash, cash equivalents and restricted cash at end of period $ 29,205 $ 46,115 The supplemental cash flow information was not repeated for the debtor only financial statements as the amounts are consistent with those disclosed in the consolidated financial statements. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of the subsidiaries of Sorrento Therapeutics, Inc. (the “Company”). For consolidated entities where the Company owns or is exposed to less than 100% of the economics, the Company records net income (loss) attributable to noncontrolling interests in its consolidated statements of operations equal to the percentage of the economic or ownership interest retained in such entities by the respective noncontrolling parties. All intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023. Operating results for interim periods are not expected to be indicative of operating results for the Company’s 2023 fiscal year, or any subsequent period. The unaudited interim financial statements included herein reflect all normal and recurring adjustments that are necessary for a fair presentation of the results for the interim periods presented. |
Voluntary Filing Under Chapter 11 | Voluntary Filing Under Chapter 11 As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on February 13, 2023, on February 13, 2023 (the “Petition Date”), the Company and its wholly owned direct subsidiary, Scintilla Pharmaceuticals, Inc. (“Scintilla” and together with the Company, the “Debtors”), commenced voluntary proceedings under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 proceedings are jointly administered by the Bankruptcy Court under the caption In re Sorrento Therapeutics, Inc., et al. (the “Chapter 11 Cases”). The Debtors continue to operate their business in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. On February 28, 2023, the Office of the United States Trustee (the “U.S. Trustee”) appointed an Official Committee of Unsecured Creditors, which was reconstituted on March 28, 2023, June 7, 2023 and July 28, 2023. The purpose of the Official Committee of Unsecured Creditors is to represent the interests of the Debtors’ unsecured creditors. On April 10, 2023, the U.S. Trustee appointed an Official Committee of Equity Security Holders, which was reconstituted on April 14, 2023. The purpose of the Official Committee of Equity Security Holders is to represent the interests of the Debtors’ equity security holders. |
Nant Arbitration / Mediation | Nant Arbitration / Mediation Prior to commencing the Chapter 11 Cases, the Company had engaged in arbitration before the American Arbitration Association against NantPharma, LLC (“NantPharma”) relating to breaches of the May 14, 2015 Stock Sale and Purchase Agreement entered into between the Company and NantPharma related to the development of the cancer drug Cynviloq (the “Cynviloq Arbitration”). In April 2019, the Company filed an action in the Los Angeles Superior Court (the “Court”) derivatively on behalf of Immunotherapy NANTibody LLC (“NANTibody”) against NantCell, Inc. (“NantCell”) and Patrick Soon-Shiong, among others, related to alleged breaches of the June 11, 2015 Limited Liability Company Agreement for NANTibody entered into between the Company and NantCell (the “Derivative Action”). The suit alleges breaches of fiduciary duties and seeks, among other things, a declaration that the Assignment Agreement entered into on July 2, 2017, between NantPharma and NANTibody is void and an equitable unwinding of the Assignment Agreement. The suit calls for the restoration of $ 90.05 million to the NANTibody capital account, thereby restoring its equity method investment in NANTibody to its invested amount as of June 30, 2017 of $ 40.0 million. Additionally, in 2020, the Company filed a legal action against Patrick Soon-Shiong in the Court, asserting claims for fraudulent inducement and common law fraud alleging that, among other things, Dr. Soon-Shiong acquired the drug Cynviloq for the purpose of halting its progression to the market. This action is pending. The Company had also engaged in arbitration before the American Arbitration Association against NantCell and NANTibody relating to alleged breaches of the April 21, 2015 Exclusive License Agreement entered into between the Company and NantCell and the June 11, 2015 Exclusive License Agreement entered into between the Company and NANTibody (the “NantCell/NANTibody Arbitration”). On December 2, 2022, the arbitrator in the NantCell/NANTibody Arbitration issued an award granting contractual damages and pre-award interest in the amounts of $ 156,829,562 to NantCell and $ 16,681,521 to NANTibody, exclusive of post-award, prejudgment interest, which will accrue at 9 % per annum (the “Nant Award”). On December 20, 2022, the arbitrator in the Cynviloq Arbitration issued an award granting contractual damages of $ 125 million to the Company, reflecting the value of lost milestone payments for the approval of Cynviloq for the treatment of breast and lung cancers (the “Cynviloq Award”). On February 7, 2023, the Court confirmed the Nant Award and issued a 70-day stay of enforcement of the judgment beyond $ 50 million (i.e., the difference between the amount of the Nant Award and amount of the Cynviloq Award). Following such confirmation, the Company believed that NantCell and NANTibody, in an attempt to satisfy the unstayed $ 50 million portion of the Nant Award, would imminently take steps to levy its assets, which would cause significant disruption and harm to the Company’s business, including its ability to continue developing life-saving and cutting-edge drugs. To protect the Company’s business and maximize its value, on February 13, 2023, the Company commenced the Chapter 11 Cases. On March 16, 2023, the Court granted the Company’s motion to confirm the award in the Cynviloq Arbitration over NantPharma’s opposition. On April 7, 2023, the Court entered final judgment (the “Final Judgment”) upon the confirmed award in the Company’s favor in the amount of $ 127,686,210 , which includes arbitration costs and accrued interest on the award since December 20, 2022. The Final Judgment is accruing interest at the rate of 10 percent per annum from March 16, 2023. Following mediation in the Chapter 11 Cases, the Company reached a settlement with NantPharma, NantCell and NANTibody (along with their related parties) (collectively, the “Nant Parties”) regarding the Nant Award, the Cynviloq Award, and other legal causes of action (the “Nant Settlement”)—subject to Bankruptcy Court approval. Under the settlement, either (i) the Company will pay NantCell and NANTIbody in full in cash by August 31, 2023 to satisfy the Nant Award (the “Nant Settlement Payments”) and the Company and the Nant Parties will retain all their other respective claims and causes of action, joint venture interests, and royalty rights and obligations, or (ii) if the Company does not make the Nant Settlement Payments, then the Company and the Nant Parties will mutually release each other from any and all claims and causes of action, the Company will transfer its joint venture interests (and rights related thereto) in certain Nant Parties to the Nant Parties, and the Company will receive $ 1.5 million from the Nant Parties in exchange for a release of the Company’s royalty rights to PD-L1 (and address certain rights and obligations related thereto). In the interim, the Company and the Nant Parties have agreed to stay all litigation matters until August 31, 2023. A hearing for the Bankruptcy Court to consider approval of the settlement is currently scheduled for August 14, 2023. |
Sale Procedures | Sale Procedures As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2023, on April 14, 2023, the Bankruptcy Court entered an order approving procedures for the Debtors to conduct a dual-track (i) financing process for the potential raising of debt, equity, or hybrid financing or consummation of a restructuring transaction through a Chapter 11 plan of reorganization and (ii) marketing process for the sale or disposition of all or any portion of the Debtors’ assets under section 363 of the Bankruptcy Code, including (x) the Debtors’ equity interests in its non-debtor subsidiaries, including, but not limited to, Scilex Holding Company (“Scilex Holding”), and (y) the Debtors’ other assets. The sale and financing process remains ongoing. As set forth in greater detail below, the Company has entered into a stalking horse purchase agreement for the sale of substantially all of the Company’s equity interests in Scilex Holding. On April 27, 2023, the Bankruptcy Court entered an order providing that the Company may consummate one or more block sales of its shares of common stock of Scilex Holding without requiring any further approval from the Bankruptcy Court, subject to certain other conditions set forth in the order (namely, the prior approval from the Debtors’ lender in their Chapter 11 Cases, the Official Committee of Unsecured Creditors and the Official Committee of Equity Security Holders). As of August 10, 2023, the Debtors have not consummated any such block sales. On June 12, 2023, the Bankruptcy Court also entered an order approving certain sale procedures for the Debtors to sell certain “de minimis” assets (up to $ 10 million in the aggregate) on an expedited basis and subject to certain notice and consent requirements (as applicable depending on the type of de minimis asset or stock). As of the date hereof, the Debtors have not consummated any such de minimis asset sales. |
Debtor-In-Possession Financing - Senior DIP Facility | Debtor-In-Possession Financing - Senior DIP Facility As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 22, 2023 (the “February 22 Form 8-K”), on February 19, 2023, the Debtors executed that certain Debtor-In-Possession Term Loan Facility Summary of Terms and Conditions (the “Senior DIP Term Sheet”) with JMB Capital Partners Lending, LLC (“JMB Capital” or the “Senior DIP Lender”), pursuant to which JMB Capital (or its designees or its assignees) provided the Debtors with a non-amortizing super-priority senior secured term loan facility in an aggregate principal amount not to exceed $ 75,000,000 in term loan commitments (the “Senior DIP Facility”), subject to the terms and conditions set forth in the Senior DIP Term Sheet. As previously disclosed in the February 22 Form 8-K, at a hearing before the Bankruptcy Court on February 21, 2023, the Bankruptcy Court entered an interim order (the “Interim Senior DIP Order”) approving the Senior DIP Facility on an interim basis and providing the Debtors with liquidity to continue to operate during the Chapter 11 process. Upon entry of the Interim Senior DIP Order and satisfaction of all applicable conditions precedent, as set forth in the Senior DIP Term Sheet, the Debtors were authorized to make a single, initial draw of $ 30,000,000 on the Senior DIP Facility (the “Senior Draw”). The Debtors then negotiated and executed definitive financing documentation, including a Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement (the “Senior DIP Credit Agreement”) and other documents evidencing the Senior DIP Facility (collectively with the Senior DIP Credit Agreement, the “Senior DIP Documents”). As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2023, after a hearing before the Bankruptcy Court on March 29, 2023, the Bankruptcy Court entered a final order (the “Final Senior DIP Order”) approving the Senior DIP Facility on a final basis and providing the Debtors with access to the remaining $ 45,000,000 of the Senior DIP Facility (subject to the terms, conditions, and covenants set forth in the Senior DIP Documents), through additional draws of no less than $ 5,000,000 , each upon five business days’ written notice to the Senior DIP Lender (as defined above), and the Debtors and Senior DIP Lender proceeded to enter into the Senior DIP Documents on March 30, 2023. The Senior DIP Facility matured on July 31, 2023 and was repaid in full on August 9, 2023 from proceeds from the Replacement DIP Facility (as defined below). See Note 7 for further discussion of the key terms of the Senior DIP Facility . Debtor-In-Possession Financing - Junior DIP Facility As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2023, after a hearing before the Bankruptcy Court, on July 5, 2023, the Bankruptcy Court entered an interim order (the “Interim Junior DIP Order”) approving the Junior DIP Facility (as defined below) on an interim basis and providing the Company with liquidity to continue to operate during the Chapter 11 process. Upon entry of the Interim Junior DIP Order and satisfaction of all applicable conditions precedent, as set forth in the Junior DIP Term Sheet, the Company was authorized to make (and did make) a single draw of the Junior DIP Facility (the “Junior Draw”), which is subject to a certain intercreditor and subordination agreement entered into by and among the Senior DIP Lender and the Junior DIP Lender (the “Subordination Agreement”). The Bankruptcy Court entered an order approving the Junior DIP Facility on a final basis (the “Final Junior DIP Order”) on July 27, 2023. On July 5, 2023, the Company executed that certain Debtor-in-Possession Term Loan Facility Summary of Terms and Conditions (the “Junior DIP Term Sheet”) with its subsidiary, Scilex Holding (the “Junior DIP Lender”), pursuant to which Scilex Holding (or its designees or its assignees) has provided the Company with a non-amortizing super-priority junior secured term loan facility in an aggregate principal amount not to exceed the sum of (i) $ 20,000,000 (the “Base Amount”), plus (ii) the amount of the commitment fee and the funding fee, each equal to 1 % of the Base Amount, plus (iii) the amount of the DIP Lender Holdback (as defined in the Interim Junior DIP Order) (the “Junior DIP Facility”), subject to the terms and conditions set forth in the Junior DIP Term Sheet. The Junior DIP Term Sheet grants to Scilex Holding a right of first refusal to provide any debtor-in-possession financing during the course of the Chapter 11 Cases to the Company occurring after the date of the Interim Junior DIP Order until the Chapter 11 Cases are concluded. In connection with the Junior DIP Term Sheet, Scilex Holding entered into the Subordination Agreement with the Senior DIP Lender, which specifies that the Junior DIP Facility is subordinated in right of payment to the Senior DIP Facility as more fully set forth therein. The Debtors negotiated and executed other definitive financing documentation, including a Junior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement (the “Junior DIP Credit Agreement”) and other documents evidencing the Junior DIP Facility (collectively with the Junior DIP Credit Agreement, the “Junior DIP Documents”). The Junior DIP Facility will bear interest at a per annum rate of 12.00 % payable in kind on the first day of each month in arrears and on the DIP Termination Date (as defined in the Junior DIP Credit Agreement). Upon the occurrence and during the continuance of an event of default as defined in the Junior DIP Credit Agreement, the interest rate on outstanding DIP Loans (as defined in the Junior DIP Credit Agreement) would increase by 2.00 % per annum. The commitment fee and the funding fee described above shall be payable upon the funding of the DIP Loans (as defined in the Junior DIP Credit Agreement), in each case as set forth in the Junior DIP Credit Agreement. Upon repayment or satisfaction of the DIP Loans (as defined in the Junior DIP Credit Agreement) in whole or in part, the Company shall pay to Scilex Holding in cash an exit fee equal to 2 % of the aggregate principal amount of the Junior DIP Facility on the date of the Junior Draw. The Junior DIP Facility matures on the earliest of: (i) September 30, 2023; (ii) the effective date of any Chapter 11 plan of reorganization with respect to the Debtors; (iii) the consummation of any sale or other disposition of all or substantially all of the assets of the Debtors pursuant to section 363 of the Bankruptcy Code; (iv) the date of the acceleration of the DIP Loans and the termination of the DIP Commitments in accordance with the Junior DIP Documents (each as defined in the Junior DIP Credit Agreement); and (v) the dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code. Further, in no event shall the Junior DIP Facility mature before the maturity date of the Senior DIP Facility obligations as in effect on the date of the Interim DIP Order. Pursuant to the terms of the Subordination Agreement, the Debtors’ obligations to the Junior DIP Lender under the Junior DIP Facility are subordinated to the obligations of the Debtors to the Senior DIP Lender on the terms and conditions set forth therein. Debtor-In-Possession Financing - Replacement DIP Facility As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on August 10, 2023, after a hearing before the Bankruptcy Court, on August 7, 2023, the Bankruptcy Court entered a final order (the “Replacement DIP Order”) approving the Replacement DIP Facility (as defined below) on a final basis. Oramed Pharmaceuticals Inc. (“Oramed” and, in its capacity as lender under the Replacement DIP Facility, the “Replacement DIP Lender”) has agreed to provide the Company with a non-amortizing super-priority debtor-in-possession term loan facility in an aggregate principal amount of $100,000,000 (the “Replacement DIP Facility” and together with the Junior DIP Facility, the “DIP Facilities”), pursuant to definitive financing documentation entered into on August 9, 2023, including a Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement (the “Replacement DIP Credit Agreement”) and other documents evidencing the Replacement DIP Facility (collectively with the Replacement DIP Credit Agreement, the “Replacement DIP Documents”). Upon entry of the Replacement DIP Order and satisfaction of all applicable conditions precedent, as set forth in the Replacement DIP Documents, the Debtors were authorized to make (and did make) a single draw of the entire amount of the Replacement DIP Facility. The Debtors used the proceeds from the Replacement DIP Facility to, among other things, repay the Senior DIP Facility in full on August 9, 2023. After applying approximately $ 82 million of the proceeds from the Replacement DIP Facility to pay off the Senior DIP Facility in full, the remaining proceeds of the Replacement DIP Facility are expected to be used for working capital and other general corporate purposes of the Debtors, subject to the budgets contemplated in the Replacement DIP Credit Agreement, the payment of certain statutory fees and allowed professional fees of the Debtors, bankruptcy-related expenses and fees, expenses, interest and other amounts payable under the Replacement DIP Facility. The Replacement DIP Facility bears interest at a per annum rate equal to 15 %, payable in cash on the first day of each month in arrears (and a default interest rate that shall accrue at an additional per annum rate of 3 % plus the non-default interest, payable in cash on the first day of each month) and other fees and charges as described in the Replacement DIP Documents. The Replacement DIP Facility is secured by first-priority priming liens on substantially all of the Debtors’ assets (that prime, among other things, the liens under the Junior DIP Facility), subject to certain enumerated exceptions. The Replacement DIP Facility matures on the earliest of: (i) October 15, 2023; (ii) the effective date of any Chapter 11 plan of reorganization with respect to the Debtors; (iii) the consummation of any sale or other disposition of all or substantially all of the assets of the Debtors’ assets pursuant to section 363 of the Bankruptcy Code; (iv) the date of the acceleration of the DIP Obligations in accordance with (and as defined in) the Replacement DIP Credit Agreement; (v) the dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under chapter 7 of the Bankruptcy Code; (vi) the date of termination of the Stalking Horse Stock Purchase Agreement (as defined below) or other definitive documentation related to the subject matter thereof, solely in the event such termination results from a material breach of such documentation by any Loan Party (as defined in the Replacement DIP Credit Agreement) or other seller thereunder; and (vii) the date on which a “Trigger Event” (as defined in the Restated Certificate of Incorporation of Scilex Holding) has occurred. The Replacement DIP Facility does not contain a roll-up or cross-collateralization of prepetition debt or otherwise dictate how prepetition claims will be addressed in a Chapter 11 plan. The Replacement DIP Credit Agreement contains customary conditions, affirmative and negative covenants and events of default for similar types of agreements. The Debtors have agreed to indemnify the Replacement DIP Lender against certain liabilities arising in connection with the Replacement DIP Facility. Stalking Horse Stock Purchase Agreemen t The Replacement DIP Order also approved that certain Stock Purchase Agreement, dated August 7, 2023 (the “Stalking Horse Stock Purchase Agreement”), between the Company and Oramed relating to the purchase and sale of (A) 59,726,737 shares of the common stock of Scilex Holding (the “Scilex Common Stock”), (B) 29,057,096 shares of Series A preferred stock of Scilex Holding (the “Scilex Preferred Shares”), which constitutes one fewer Scilex Preferred Share (the “Remaining Preferred Share”) than all of the issued and outstanding Scilex Preferred Shares; and (C) warrants exercisable for 4,490,617 shares of Scilex Common Stock (“Scilex Warrants”), of which 1,386,617 Scilex Warrants are ”public warrants” and 3,104,000 Scilex Warrants are “private placement” warrants issued in connection with the initial public offering of the special purpose acquisition company (“SPAC”) that merged with Scilex Holding for its initial business combination and which the Company acquired from the SPAC sponsor (“Sponsor”) in accordance with the terms of a warrant transfer agreement between the Company and the Sponsor ((A), (B) and (C) collectively, the “Scilex Purchased Securities”). The sale of the Scilex Purchased Securities would be conducted pursuant to section 363 of the Bankruptcy Code. Pursuant to the Stalking Horse Stock Purchase Agreement, Oramed agreed to buy, and the Company agreed to sell (following an auction of the Scilex Purchased Securities (the “Auction”) that is scheduled to commence on August 14, 2023 (if another qualified bidder emerges) and subject to further Bankruptcy Court approval in the form of a sale order (the “Sale Order”)) the Scilex Purchased Securities for a purchase price (subject to the submission of higher or otherwise better offers in accordance with the approved procedures for the Auction) of $ 105 million (the “Purchase Price”) (which purchase price shall consist of a credit bid on a dollar-for-dollar basis in respect of the full amount of outstanding obligations as of the closing date under the Replacement DIP Facility, with the remaining balance to be paid in cash to the Company). The Company has also granted Oramed an option in the Stalking Horse Stock Purchase Agreement to purchase up to 2,259,058 additional shares of Scilex Common Stock held in abeyance for the benefit of certain holders of warrants to purchase shares of the Company’s common stock (the “Option Shares”). Such option will be exercisable for a period of 30 days after the Company notifies Oramed that the Company no longer holds all or part of such Option Shares in abeyance and can freely transfer such Option Shares to Oramed. The purchase price per Option Share payable by Oramed in connection with the exercise of such option shall be $ 1.13 per Option Share. The sale of the Scilex Purchased Securities by the Company to Oramed is subject to the Auction and a further order from the Bankruptcy Court approving such sale before such purchase and sale becomes a final agreement between the parties thereto. The Stalking Horse Stock Purchase Agreement also contained certain stalking horse protections (the “Stalking Horse Protections”), consisting of (A) a break-up fee payable to Oramed of $ 3,412,500 and (B) reimbursement of costs and expenses of external counsel up to $ 1 million (to the extent not paid under the Replacement DIP Facility), in each case, payable to Oramed one business day following the closing of an Alternative Transaction (as defined in the Stalking Horse Stock Purchase Agreement, being a sale of any portion of the Scilex Purchased Securities to a party other than Oramed or its affiliate(s)) if the Stalking Horse Stock Purchase Agreement is or has been terminated in certain circumstances. Payments pursuant to the Stalking Horse Protections shall be treated as an allowed superiority administrative expense claim in the Debtors’ bankruptcy case pursuant to Section 503(b)(1) and 507(a)(2) of the Bankruptcy Code. The Stalking Horse Protections were approved in the Replacement DIP Order and are not subject to any further approval by the Bankruptcy Court. |
Automatic Stay | Automatic Stay Subject to certain specific exceptions under the Bankruptcy Code, the Bankruptcy Petitions automatically stayed most judicial or administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims. Absent an order from the Bankruptcy Court, substantially all of the Debtors’ pre-petition liabilities are subject to settlement under the Bankruptcy Code. |
Executory Contracts | Executory Contracts Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume, amend or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a prepetition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this document, including, where applicable, a quantification of the Company’s obligations under any such executory contract or unexpired lease of the Debtors, is qualified by any overriding rejection rights the Company has under the Bankruptcy Code. As of June 30, 2023, no motions were filed with the Bankruptcy Court (and none remain on the Bankruptcy Docket) to assume, amend or reject certain executory contracts; the Debtors did, however, file certain agreed stipulations to reject certain unexpired leases, which the Bankruptcy Court approved and entered on April 13, 2023 and April 24, 2023. See Note 10 for further discussion of the rejected leases . |
Claims Reconciliation | Claims Reconciliation The Debtors have filed with the Bankruptcy Court schedules and statements setting forth, among other things, the assets and liabilities of each of the Debtors, subject to the assumptions filed in connection therewith. These schedules and statements may be subject to further amendment or modification after filing. Pursuant to an order of the Bankruptcy Court, certain holders of pre-petition claims that are not governmental units were required to file proofs of claim by June 26, 2023 (the "General Bar Date"), the general claims bar date. Governmental units are required to file proofs of claim by August 12, 2023 . As of the General Bar Date, approximately 358 proofs of claim have been filed against the Debtors. This includes duplicate and amended claims. The Debtors are in the process of reviewing, investigating, and reconciling proofs of claims filed against the Debtors with the amounts reflected in their books and records. The Debtors will continue the claims reconciliation process and object, as necessary, to asserted claims, including on the basis that they have been amended or superseded by subsequently filed proofs of claims, are without merit, have already been paid, are overstated or should be adjusted or expunged for other reasons. As a result of this process, the Debtors may identify additional liabilities that will need to be recorded or reclassified to liabilities subject to compromise. As part of its ongoing review, except to the extent otherwise disclosed, the Company is not aware of any claims that may require a material adjustment to the accounts and balances as reported as of June 30, 2023. |
Listing | Listing On February 13, 2023, the Company received written notice (the “Delisting Notice”) from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff of Nasdaq had determined that the Company’s common stock would be delisted from Nasdaq, effective February 23, 2023. In the Delisting Notice, the staff of Nasdaq referenced the Chapter 11 Cases and associated public concerns raised by them, concerns regarding the residual equity interest of the existing listed securities holders and concerns about the Company’s ability to sustain compliance with all requirements for continued listing on Nasdaq. In accordance with the Delisting Notice, trading of the Company’s common stock on Nasdaq was suspended at the opening of business on February 23, 2023, and at such time, the Company’s common stock commenced trading on the Pink Open Market under the symbol “SRNEQ”. |
Use of Estimates | Use of Estimates To prepare consolidated financial statements in conformity with accounting principles generally accepted in the U.S., management must make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Adoption of ASC 852 | Adoption of ASC 852 Beginning on the Petition Date, the Company applied Financial Accounting Standards Board (“FASB”) Codification Topic 852, Reorganizations (“ASC 852”) in preparing the consolidated financial statements. ASC 852 requires the financial statements, for the periods subsequent to the Petition Date and up to and including the period of emergence from Chapter 11, to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain charges incurred during the bankruptcy proceedings, such as legal and professional fees incurred directly as a result of the bankruptcy proceeding are recorded as Reorganization items, net in the consolidated statements of operations. In addition, prepetition obligations that may be impacted by the Chapter 11 process have been classified on the Consolidated Balance Sheet as of June 30, 2023 as liabilities subject to compromise. These liabilities are reported at the amounts the Company anticipates will be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts. See Note 14 and Note 15 for more information. |
Convertible Debentures | Convertible Debentures The Company has elected the fair value option to account for the Scilex Holding Convertible Debentures (as defined in Note 7 ). The Company recorded the Convertible Debentures at fair value upon issuance. The Company records changes in fair value in the consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk which, if present, will be recorded as a component of other comprehensive income. Interest expense related to the Convertible Debentures is included in the changes in fair value. As a result of applying the fair value option, direct costs and fees related to the Convertible Debentures were expensed as incurred. |
Customer Concentration Risk | Customer Concentration Risk Scilex Holding had three customers during each of the three and six months ended June 30, 2023, each of which individually generated 10 % or more of the Company’s consolidated gross product revenue. These customers accounted for 88 % and 85 % of the Company’s consolidated gross product revenue for the three and six months ended June 30, 2023, respectively, individually ranging from 24 % to 32 % and 22 % to 32 %, respectively. As of June 30, 2023, these customers represented 81 % of the Company’s outstanding accounts receivable, individually ranging from 21 % to 30 %. Additionally, during each of the three and six months ended June 30, 2023 and 2022, Scilex Holding purchased inventory from its sole supplier, Itochu Chem ical Frontier Corporation. This exposes Scilex Holding to concentration of customer and supplier risk. Scilex Holding monitors the financial condition of its customers, limits its credit exposure by setting credit limits, and has not experienced any credit losses during each of the three and six months ended June 30, 2023 and 2022. |
Inventory | Inventory As of June 30, 2023, net inventory was $ 9.7 million, comprised of $ 3.0 million of finished goods and $ 6.7 million of raw materials and supplies. |
Recent Accounting Pronouncement | Recent Accounting Pronouncement In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The adoption of the standard beginning January 1, 2023 did not have a material impact on the Company’s consolidated financial statements. |
Revenue Recognition | Revenue Recognition The following table shows revenue disaggregated by product and service type for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Scilex Pharmaceuticals Inc. product sales $ 12,582 $ 7,926 $ 23,164 $ 14,738 Sorrento Therapeutics, Inc. product revenues 23 665 38 3,844 Net product revenues $ 12,605 $ 8,591 $ 23,202 $ 18,582 Concortis Biosystems Corporation $ 1,773 $ 1,983 $ 4,780 $ 6,617 Bioserv Corporation 388 592 1,059 1,467 Other service revenues 259 295 2,235 3,179 Service revenues $ 2,420 $ 2,870 $ 8,074 $ 11,263 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Disaggregated by Product and Service Type | The following table shows revenue disaggregated by product and service type for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Scilex Pharmaceuticals Inc. product sales $ 12,582 $ 7,926 $ 23,164 $ 14,738 Sorrento Therapeutics, Inc. product revenues 23 665 38 3,844 Net product revenues $ 12,605 $ 8,591 $ 23,202 $ 18,582 Concortis Biosystems Corporation $ 1,773 $ 1,983 $ 4,780 $ 6,617 Bioserv Corporation 388 592 1,059 1,467 Other service revenues 259 295 2,235 3,179 Service revenues $ 2,420 $ 2,870 $ 8,074 $ 11,263 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company’s financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value Measurements at June 30, 2023 Balance Quoted Prices Significant Significant Assets: Marketable investments $ 10,886 $ 10,886 $ — $ — Total assets $ 10,886 $ 10,886 $ — $ — Liabilities: Convertible Debentures $ 18,440 $ — $ — $ 18,440 Derivative liabilities - non-current 1,600 — — 1,600 Current portion of contingent consideration 397 — — 397 Contingent consideration - non-current 52,749 — — 52,749 Total liabilities $ 73,186 $ — $ — $ 73,186 Fair Value Measurements at December 31, 2022 Balance Quoted Prices Significant Significant Assets: Marketable investments $ 26,344 $ 26,344 $ — $ — Total assets $ 26,344 $ 26,344 $ — $ — Liabilities: Derivative liabilities - non-current $ 300 $ — $ — $ 300 Current portion of contingent consideration 397 — — 397 Contingent consideration - non-current 48,949 — — 48,949 Total liabilities $ 49,646 $ — $ — $ 49,646 |
Summary of Inputs used in Valuing Convertible Debentures | A summary of inputs used in valuing the Convertible Debentures is as follows: June 30, Risk -Free Rate 5.29 % Corporate Bond Yield 16.33 % Coupon Interest Rate 7.0 % Volatility 42.0 % Dividend Yield 0.0 % Conversion Price $ 8.00 |
Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) | Changes in estimated fair value of contingent consideration liabilities since December 31, 2022 are as follows: (in thousands) Fair Value Beginning Balance at December 31, 2022 $ 49,346 Change in fair value measurement 3,800 Ending Balance at June 30, 2023 $ 53,146 The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the six months ended June 30, 2023: (in thousands) Fair Value Beginning Balance at December 31, 2022 $ 300 Change in fair value measurement 1,300 Ending Balance at June 30, 2023 $ 1,600 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Company's Identifiable Intangible Assets | A summary of the Company’s identifiable intangible assets as of June 30, 2023 and December 31, 2022 is as follows (in thousands, except for years): June 30, 2023 December 31, 2022 June 30, 2023 Weighted Gross Accumulated Intangibles, Gross Accumulated Intangibles, Customer relationships 2 $ 1,585 $ 1,493 $ 92 $ 1,585 $ 1,479 $ 106 Acquired technology 19 3,410 1,676 1,734 3,410 1,588 1,822 Acquired in-process research and development — 81,874 — 81,874 94,240 — 94,240 Technology placed in service 15 21,940 6,948 14,992 21,940 6,216 15,724 Patent rights 15 32,720 14,553 18,167 32,720 13,463 19,257 Assembled workforce 5 605 524 81 605 465 140 Internally developed software 2 520 520 - 520 434 86 Acquired licenses 15 5,711 368 5,343 5,711 184 5,527 Total intangible assets $ 148,365 $ 26,082 $ 122,283 $ 160,731 $ 23,829 $ 136,902 |
Schedule of Estimated Future Amortization Expense Related to Intangible Assets | Estimated future amortization expense related to intangible assets, excluding indefinite-lived intangible assets, at June 30, 2023 is as follows (in thousands): Years Ending December 31, Amount 2023 (Remaining six months) $ 2,162 2024 4,239 2025 4,214 2026 4,214 2027 4,187 Thereafter 21,393 Total expected future amortization $ 40,409 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Instrument [Line Items] | |
Schedule of Future Repayments under the Contract | The following table provides a schedule of future repayments under the Contract (in thousands): 2023 (Remaining six months) $ — 2024 937 2025 3,102 2026 5,363 2027 10,064 2028 5,983 Total $ 25,449 |
ACEA Therapeutics, Inc | |
Debt Instrument [Line Items] | |
Schedule of Long-Term Debt and Unamortized Discount Balances | Borrowings under significant debt arrangements assumed in connection with the Company’s acquisition of ACEA consisted of the following (in thousands): June 30, December 31, Principal $ 25,449 $ 26,718 Unamortized debt discount ( 6,786 ) ( 7,878 ) Carrying value $ 18,663 $ 18,840 Estimated fair value $ 15,900 $ 15,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under the 2019 Plan for the six months ended June 30, 2023 is as follows: Options Weighted- Aggregate Outstanding at December 31, 2022 20,861,760 $ 6.05 $ — Options Granted — — Options Canceled ( 1,113,032 ) 6.63 Options Exercised — — Outstanding at June 30, 2023 19,748,728 $ 6.02 $ — Vested and Expected to Vest at June 30, 2023 19,748,728 $ 6.02 $ — |
Summary of Restricted Stock Unit ("RSU") Activity | A summary of RSU activity under the 2019 Plan for the six months ended June 30, 2023 is as follows: Number of Shares Weighted- Outstanding at December 31, 2022 8,284,498 $ 3.73 RSUs Granted — — RSUs Released — — RSUs Canceled ( 1,381,951 ) 4.23 Outstanding at June 30, 2023 6,902,547 $ 3.63 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Supplemental Quantitative Information Related to Leases | Supplemental quantitative information related to leases includes the following ($ in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 4,089 $ 3,422 $ 7,991 $ 6,304 ROU assets obtained in exchange for new and amended operating lease liabilities $ 2,680 $ 2,328 $ 2,680 $ 2,961 Weighted average remaining lease term in years 6.7 14.4 6.7 14.4 Weighted average discount rate 12.7 % 12.8 % 12.7 % 12.8 % |
Schedule of Operating Lease Liability Maturities | Maturities of lease liabilities were as follows (in thousands): Years ending December 31, Operating 2023 (Remaining six months) $ 7,114 2024 14,152 2025 13,219 2026 12,878 2027 13,052 2028 13,380 Thereafter 23,991 Total lease payments 97,786 Less imputed interest ( 32,289 ) Total lease liabilities as of June 30, 2023 $ 65,497 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic and Diluted Loss Per Share | The following table sets forth the reconciliation of basic and diluted loss per share for the three and six months ended June 30, 2023 and 2022 (in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator Net loss attributable to the Company $ ( 95,212 ) $ ( 218,759 ) $ ( 234,729 ) $ ( 259,574 ) Net loss used for diluted earnings per share $ ( 95,212 ) $ ( 218,759 ) $ ( 234,729 ) $ ( 259,574 ) Denominator for basic loss per share 551,281 402,801 547,232 370,144 Denominator for diluted loss per share 551,281 402,801 547,232 370,144 Basic loss per share $ ( 0.17 ) $ ( 0.54 ) $ ( 0.43 ) $ ( 0.70 ) Diluted loss per share $ ( 0.17 ) $ ( 0.54 ) $ ( 0.43 ) $ ( 0.70 ) |
Components of Outstanding Securities | Shares of common stock issuable pursuant to stock options and RSUs that have been excluded because the effect would have been anti-dilutive consisted of the following (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Anti-dilutive shares for outstanding options and RSUs 26,585 24,065 27,656 23,177 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Information by Reportable Segments | The following table presents information about the Company’s reportable segments for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, 2023 2022 Sorrento Scilex Total Sorrento Scilex Total External revenues $ 2,443 $ 12,582 $ 15,025 $ 3,535 $ 7,926 $ 11,461 Operating expenses 56,861 35,397 92,258 109,709 20,113 129,822 Operating loss ( 54,418 ) ( 22,815 ) ( 77,233 ) ( 106,174 ) ( 12,187 ) ( 118,361 ) Unrestricted cash 34,572 35,177 69,749 63,470 6,875 70,345 Six Months Ended June 30, 2023 2022 (in thousands) Sorrento Scilex Total Sorrento Scilex Total External revenues $ 8,112 $ 23,164 $ 31,276 $ 15,107 $ 14,738 $ 29,845 Operating expenses 144,796 70,055 214,851 219,359 35,730 255,089 Operating loss ( 136,684 ) ( 46,891 ) ( 183,575 ) ( 204,252 ) ( 20,992 ) ( 225,244 ) Unrestricted cash 34,572 35,177 69,749 63,470 6,875 70,345 |
Liabilities Subject to Compro_2
Liabilities Subject to Compromise (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Liabilities Subject to Compromise [Abstract] | |
Schedule of liability subject to compromise | Liabilities subject to compromise at June 30, 2023 consisted of the following (in thousands): June 30, 2023 Accounts payable $ 56,078 Accrued expenses and other current liabilities 7,839 Accrued legal settlements 176,549 Deferred revenue 6,959 Contingent consideration and acquisition consideration 61,498 Total liabilities subject to compromise $ 308,923 |
Reorganization Items (Tables)
Reorganization Items (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Reorganizations [Abstract] | |
Schedule of reorganization items incurred as a result of the chapter 11 | Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying statements of operations for the three and six months ended June 30, 2023 and 2022 were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 DIP facility financing costs $ 1,468 $ — $ 4,229 $ — DIP facility exit fees — — 5,250 — Professional fees 15,565 — 27,786 — Lease termination 4,195 — 4,195 — Others 775 — 775 — Total $ 22,003 $ — $ 42,235 $ — |
Condensed Combined Debtor-In-_2
Condensed Combined Debtor-In-Possession Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Reorganization, Chapter 11, Debtor-in-Possession | |
Reorganization, Chapter 11 [Line Items] | |
Schedule of Condensed Combined Financial Statements of Debtors | The financial statements below represent the condensed combined financial statements of the Debtors as of June 30, 2023 and December 31, 2022 and for the three and six months ended June 30, 2023 and 2022. CONDENSED COMBINED DEBTOR-IN-POSSESSION BALANCE SHEET (Amounts in thousands) (Unaudited) ASSETS June 30, 2023 December 31, 2022 Current assets: Cash and cash equivalents $ 29,205 $ 9,562 Marketable investments 10,889 26,348 Accounts receivables, net 64 23,136 Prepaid expenses 2,209 3,554 Other current assets 1,926 1,429 Total current assets 44,293 64,029 Property and equipment, net 30,069 30,623 Operating lease right-of-use assets 40,032 74,249 Related party receivable 127,807 138,567 Intangibles, net 69,758 69,947 Goodwill 62,598 62,598 Equity investments 12,008 17,176 Investments in subsidiaries 310,852 301,715 Other assets, net 6,783 2,288 Total assets $ 704,200 $ 761,192 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 5,389 $ 38,918 Accrued payroll and related benefits 2,018 4,011 Accrued expenses and liabilities 34,535 20,114 Accrued legal settlements — 174,752 Current portion of deferred revenue — 1,114 Current portion of operating lease liabilities 10,607 11,506 Acquisition consideration — 7,537 Income tax payable 12,695 2 Current portion of debt 75,000 5,585 Total current liabilities 140,244 263,539 Deferred tax liabilities, net 238 591 Deferred revenue — 6,085 Related party payable — 98,632 Operating lease liabilities 40,831 74,538 Contingent consideration — 48,400 Other long-term liabilities — 1,761 Total liabilities not subject to compromise $ 181,313 $ 493,546 Liabilities subject to compromise 409,846 — Total liabilities 591,159 493,546 Total stockholders' equity 113,041 267,646 Total liabilities and stockholders’ equity $ 704,200 $ 761,192 The balance of current portion of debt as of June 30, 2023 amounting to $ 75.0 million represents the outstanding balance of the Senior DIP Facility (see Note 7 ). The related party receivables relates to the Company’s intercompany receivables from non-debtor subsidiaries resulting from financing activities. Liabilities subject to compromise include the Company’s intercompany payables to non-debtor subsidiaries amounting to $ 85.6 million and $ 83.4 million as of June 30, 2023 and December 31, 2022, respectively. Liabilities subject to compromise also include Scintilla’s intercompany payables to the Company amounting to $ 15.3 million and $ 15.2 million as of June 30, 2023 and December 31, 2022, respectively. CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENTS OF OPERATIONS (Amounts in thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues: Net product revenues $ — $ 48 $ — $ 2,759 Service revenues 120 298 248 418 Related party revenues — 10,955 — 22,961 Total revenues 120 11,301 248 26,138 Operating costs and expenses: Cost of products sold — 6,744 — 14,710 Research and development 22,016 39,796 54,726 94,091 Acquired in-process research and development — — — 521 Selling, general and administrative 18,772 30,542 43,646 63,350 Intangible amortization 94 94 188 188 Loss on impairment of intangible assets — 90,780 — 90,780 Increase (decrease) on contingent consideration — ( 64,300 ) 3,800 ( 66,400 ) Legal settlements, net — — 1,797 — Total operating costs and expenses 40,882 103,656 104,157 197,240 Loss from operations ( 40,762 ) ( 92,355 ) ( 103,909 ) ( 171,102 ) Loss on marketable and equity investments ( 1,777 ) ( 95,492 ) ( 15,460 ) ( 26,958 ) Loss on debt extinguishment, net — ( 471 ) ( 40 ) ( 934 ) Loss (gain) on foreign currency exchange 2 ( 110 ) 1 ( 107 ) Gain on derivative assets 62 — 4,035 — Interest (expense) income, net ( 1,867 ) 1,457 ( 2,237 ) 2,019 Other loss ( 23,481 ) ( 1,000 ) ( 22,071 ) ( 993 ) Reorganization items, net ( 22,003 ) — ( 42,234 ) — Loss before income tax ( 89,826 ) ( 187,971 ) ( 181,915 ) ( 198,075 ) Income tax expense (benefit) 924 ( 1,291 ) 12,340 ( 205 ) (Loss) gain on equity method investments — ( 72 ) 368 59 Net loss $ ( 90,750 ) $ ( 186,608 ) $ ( 194,623 ) $ ( 197,929 ) Included in "Other loss" for the three and six months ended June 30, 2023 was a bad debt expense amounting to $ 23.0 million related to the Company's trade receivables from its subsidiary, Sorrento Therapeutics Mexico S. de R.L. de C.V. CONDENSED COMBINED DEBTOR-IN-POSSESSION STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) Six Months Ended June 30, Operating activities 2023 2022 Net cash used for operating activities $ ( 60,089 ) $ ( 182,010 ) Investing activities Net cash used for investing activities ( 14,054 ) ( 14,306 ) Financing activities Proceeds from DIP loan 71,250 — DIP loan issuance costs ( 287 ) — Proceeds from debt, net of issuance costs — 43,175 Proceeds from settlement of bridge loan 899 — Payments on intercompany payable 618 ( 45,808 ) Proceeds from equity offerings, net of issuance costs 21,306 268,595 Proceeds from exercise of stock options — 37 Repayments of debt and other obligations — ( 44,134 ) Net cash provided by financing activities 93,786 221,865 Net change in cash, cash equivalents and restricted cash 19,643 25,549 Cash, cash equivalents and restricted cash at beginning of period 9,562 20,566 Cash, cash equivalents and restricted cash at end of period $ 29,205 $ 46,115 The supplemental cash flow information was not repeated for the debtor only financial statements as the amounts are consistent with those disclosed in the consolidated financial statements. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Revenue Disaggregated by Product and Service Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 15,025 | $ 11,461 | $ 31,276 | $ 29,845 |
Scilex Pharmaceuticals Inc. Product Sales | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 12,582 | 7,926 | 23,164 | 14,738 |
Sorrento Therapeutics, Inc. product revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 23 | 665 | 38 | 3,844 |
Net Product Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 12,605 | 8,591 | 23,202 | 18,582 |
Concortis Biosystems Corporation | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 1,773 | 1,983 | 4,780 | 6,617 |
Bioserv Corporation | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 388 | 592 | 1,059 | 1,467 |
Other Service Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 259 | 295 | 2,235 | 3,179 |
Service Revenues | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 2,420 | $ 2,870 | $ 8,074 | $ 11,263 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||
Aug. 09, 2023 USD ($) | Aug. 08, 2023 USD ($) $ / shares shares | Aug. 07, 2023 shares | Jul. 12, 2023 USD ($) | Jul. 05, 2023 USD ($) | Jun. 26, 2023 Claim | Apr. 07, 2023 USD ($) | Feb. 07, 2023 USD ($) | Dec. 20, 2022 USD ($) | Dec. 02, 2022 USD ($) | Apr. 30, 2019 USD ($) | Jun. 30, 2023 USD ($) Customer | Jun. 30, 2023 USD ($) Customer | Jul. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) | Feb. 22, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2017 USD ($) | |
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Approving sale procedures debtors | $ 10,000,000 | |||||||||||||||||
DIP Facility | $ 75,000,000 | $ 75,000,000 | $ 20,000,000 | $ 75,000,000 | ||||||||||||||
DIP financing facility maturity date | Jul. 31, 2023 | |||||||||||||||||
Initial Draw | $ 30,000,000 | |||||||||||||||||
Access to remaining DIP facility | $ 45,000,000 | |||||||||||||||||
Last date to file proofs of claim | Aug. 12, 2023 | |||||||||||||||||
Number of claims filed | Claim | 358 | |||||||||||||||||
Inventory | 9,651,000 | $ 9,651,000 | $ 9,976,000 | |||||||||||||||
Finished goods | 3,000,000 | 3,000,000 | ||||||||||||||||
Raw materials and supplies | $ 6,700,000 | 6,700,000 | ||||||||||||||||
Nant Parties | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Contingency on settlement on exchange for release of company's royalty rights to PD-L | $ 1,500,000 | |||||||||||||||||
Subsequent Event | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
DIP financing interest rate | 15% | |||||||||||||||||
DIP financing additional interest rate | 3% | |||||||||||||||||
Principal | $ 20,000,000,000 | |||||||||||||||||
Percentage of commitment fee and funding fee | 1% | |||||||||||||||||
Increase interest rate on outstanding DIP Loans | 2% | |||||||||||||||||
Exit fee percentage | 2% | |||||||||||||||||
Subsequent Event | Payment in Kind (PIK) | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Junior DIP Facility interest rate | 12% | |||||||||||||||||
Maximum | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Additional draws | $ 5,000,000 | |||||||||||||||||
Revenue benchmark | Customer concentration risk | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Number of customers | Customer | 3 | 3 | ||||||||||||||||
Revenue benchmark | Customer concentration risk | Three Customers | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Concentration risk percentage | 88% | 85% | ||||||||||||||||
Revenue benchmark | Customer concentration risk | Each Individually Customer | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Concentration risk percentage | 10% | |||||||||||||||||
Revenue benchmark | Customer concentration risk | Maximum | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Concentration risk percentage | 32% | 32% | ||||||||||||||||
Revenue benchmark | Customer concentration risk | Minimum | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Concentration risk percentage | 24% | 22% | ||||||||||||||||
Accounts receivable | Customer concentration risk | Three Customers | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Concentration risk percentage | 81% | |||||||||||||||||
Accounts receivable | Customer concentration risk | Maximum | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Concentration risk percentage | 30% | |||||||||||||||||
Accounts receivable | Customer concentration risk | Minimum | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Concentration risk percentage | 21% | |||||||||||||||||
Immunotherapy NANTibody, LLC | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Restoration cost to capital account | $ 90,050,000 | |||||||||||||||||
Equity method investment, invested amount | $ 40,000,000 | |||||||||||||||||
NantCell, Inc. | Immunotherapy NANTibody, LLC | Minimum | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Award granting damages, pre-award interest and artbitration costs | $ 50,000,000 | |||||||||||||||||
Oramed Pharmaceuticals Inc. | Subsequent Event | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
DIP Facility | $ 100,000,000 | |||||||||||||||||
Proceedes from Debtor-in-possession Financing | $ 82,000,000 | |||||||||||||||||
NantCell/NANTibody Arbitration | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Percentage of annual prejudgement or accruing interest of award | 9% | |||||||||||||||||
NantCell/NANTibody Arbitration | Immunotherapy NANTibody, LLC | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Award granting damages, pre-award interest and artbitration costs | $ 16,681,521 | |||||||||||||||||
NantCell/NANTibody Arbitration | NantCell, Inc. | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Award granting damages, pre-award interest and artbitration costs | $ 156,829,562 | |||||||||||||||||
Cynviloq Arbitration | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Award granting damages, pre-award interest and artbitration costs | $ 127,686,210 | $ 125,000,000 | ||||||||||||||||
Percentage of annual prejudgement or accruing interest of award | 10% | |||||||||||||||||
Stalking Horse Stock Purchase Agreement | Subsequent Event | Scilex Holding Company | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Warrants exercisable | shares | 4,490,617 | |||||||||||||||||
Stalking Horse Stock Purchase Agreement | Subsequent Event | Scilex Holding Company | Series A Preferred Stock | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Sale of stock in stock purchase agreement | shares | 29,057,096 | |||||||||||||||||
Stalking Horse Stock Purchase Agreement | Subsequent Event | Scilex Holding Company | Common Stock | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Sale of stock in stock purchase agreement | shares | 59,726,737 | |||||||||||||||||
Price per option share | $ / shares | $ 1.13 | |||||||||||||||||
Stalking Horse Stock Purchase Agreement | Subsequent Event | Private Placement | Scilex Holding Company | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Warrants issued | shares | 3,104,000 | |||||||||||||||||
Stalking Horse Stock Purchase Agreement | Subsequent Event | Public Warrants | Scilex Holding Company | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Warrants issued | shares | 1,386,617 | |||||||||||||||||
Stalking Horse Stock Purchase Agreement | Maximum | Subsequent Event | Scilex Holding Company | Common Stock | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Sale of stock in stock purchase agreement | shares | 2,259,058 | |||||||||||||||||
Stalking Horse Stock Purchase Agreement | Oramed Pharmaceuticals Inc. | Subsequent Event | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Break up fees payable | $ 3,412,500 | |||||||||||||||||
Stalking Horse Stock Purchase Agreement | Oramed Pharmaceuticals Inc. | Maximum | Subsequent Event | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Reimbursement of costs and expenses | 1,000,000 | |||||||||||||||||
Auction | Subsequent Event | Scilex Holding Company | ||||||||||||||||||
Significant Accounting Policies [Line Items] | ||||||||||||||||||
Purchase price of securities | $ 105,000,000 |
Liquidity and Going Concern - A
Liquidity and Going Concern - Additional Information (Details) - USD ($) | Aug. 09, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | Feb. 22, 2023 | Dec. 31, 2022 |
Liquidity and Going Concern [Line Items] | |||||
Bankruptcy Court approval financing amount | $ 20,000,000 | $ 75,000,000 | $ 75,000,000 | ||
Oramed Pharmaceuticals Inc. | Subsequent Event | |||||
Liquidity and Going Concern [Line Items] | |||||
Bankruptcy Court approval financing amount | $ 100,000,000 | ||||
SVB | |||||
Liquidity and Going Concern [Line Items] | |||||
Cash deposited | $ 2,800,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Total assets | $ 10,886 | $ 26,344 |
Liabilities: | ||
Total liabilities | 73,186 | 49,646 |
Convertible Debentures | ||
Liabilities: | ||
Total liabilities | 18,440 | |
Derivative liabilities - non-current | ||
Liabilities: | ||
Total liabilities | 1,600 | 300 |
Current portion of contingent consideration | ||
Liabilities: | ||
Total liabilities | 397 | 397 |
Contingent Consideration Noncurrent | ||
Liabilities: | ||
Total liabilities | 52,749 | 48,949 |
Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Total assets | 10,886 | 26,344 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Convertible Debentures | ||
Liabilities: | ||
Total liabilities | 0 | |
Quoted Prices in Active Markets (Level 1) | Derivative liabilities - non-current | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Current portion of contingent consideration | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Contingent Consideration Noncurrent | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Convertible Debentures | ||
Liabilities: | ||
Total liabilities | 0 | |
Significant Other Observable Inputs (Level 2) | Derivative liabilities - non-current | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Current portion of contingent consideration | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Contingent Consideration Noncurrent | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 73,186 | 49,646 |
Significant Unobservable Inputs (Level 3) | Convertible Debentures | ||
Liabilities: | ||
Total liabilities | 18,440 | |
Significant Unobservable Inputs (Level 3) | Derivative liabilities - non-current | ||
Liabilities: | ||
Total liabilities | 1,600 | 300 |
Significant Unobservable Inputs (Level 3) | Current portion of contingent consideration | ||
Liabilities: | ||
Total liabilities | 397 | 397 |
Significant Unobservable Inputs (Level 3) | Contingent Consideration Noncurrent | ||
Liabilities: | ||
Total liabilities | 52,749 | 48,949 |
Marketable investments | ||
Assets: | ||
Total assets | 10,886 | 26,344 |
Marketable investments | Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Total assets | 10,886 | 26,344 |
Marketable investments | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets | 0 | 0 |
Marketable investments | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Total assets | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Mar. 21, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||||
Common stock, shares outstanding (in shares) | shares | 551,281,154 | 551,281,154 | 522,817,137 | ||||
Change in fair value of convertible debentures | $ 3,748 | ||||||
Contingent consideration | $ 550 | 550 | $ 48,949 | ||||
Gain (loss) on derivative liabilities | (20) | $ (2,700) | (1,300) | $ 4,800 | |||
Scilex Holding Company | Securities Purchase Agreement | |||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||||
Principal | $ 15,000 | $ 25,000 | |||||
Change in fair value of convertible debentures | $ 3,700 | ||||||
Private Placement Warrants | |||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||||
Gain (loss) on derivative liabilities | $ (20) | $ (1,300) | |||||
Class A Common Stock | Celularity | |||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||||
Common stock, shares outstanding (in shares) | shares | 20,422,124 | 20,422,124 | |||||
Effective Debt Yield | |||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||||
Derivative liability, measurement input | 0.215 | 0.215 | |||||
Risk Adjusted Net Sales Forecast | |||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||||
Derivative liability, measurement input | 0.061 | 0.061 | |||||
ACEA Therapeutics, Inc | |||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||||
Principal | $ 25,449 | $ 25,449 | $ 26,718 | ||||
Contingent consideration | 52,200 | 52,200 | |||||
Gain (Loss) on re-measurement of fair value | $ 0 | $ (3,800) | |||||
Fair Value, Asset (Liability), Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Contingent consideration | Contingent consideration | |||||
ACEA Therapeutics, Inc | Effective Debt Yield | |||||||
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||||||
Derivative liability, measurement input | 0.204 | 0.204 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Inputs used in Valuing Convertible Debentures (Details) - Level 3 - Fair Value, Measurements, Recurring - Scilex Holding Company - Securities Purchase Agreement | Jun. 30, 2023 |
Risk -Free Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible debentures, measurement input | 5.29 |
Corporate Bond Yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible debentures, measurement input | 16.33 |
Coupon Interest Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible debentures, measurement input | 7 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible debentures, measurement input | 42 |
Dividend Yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible debentures, measurement input | 0 |
Conversion Price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible debentures, measurement input | 8 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Derivative Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Derivative Liabilities | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 300 |
Change in fair value measurement | 1,300 |
Ending balance | 1,600 |
ACEA Therapeutics, Inc | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 49,346 |
Change in fair value measurement | 3,800 |
Ending balance | $ 53,146 |
Investment - Celularity - Addit
Investment - Celularity - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||
Common stock, shares outstanding (in shares) | 551,281,154 | 551,281,154 | 522,817,137 | ||
Celularity | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Unrealized gains (losses) on marketable investments | $ (1.8) | $ (15.5) | |||
Celularity | Restricted Shares | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Unrealized gains (losses) on marketable investments | $ (92.8) | $ (26.1) | |||
Celularity | Private Placement Shares | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Unrealized gains (losses) on marketable investments | $ (2.7) | $ (0.9) | |||
Class A Common Stock | Celularity | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Common stock, shares outstanding (in shares) | 20,422,124 | 20,422,124 | |||
Class A Common Stock | Celularity | Restricted Shares | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Common stock, shares outstanding (in shares) | 19,922,124 | 19,922,124 | |||
Class A Common Stock | Celularity | Private Placement Shares | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Common stock, shares outstanding (in shares) | 500,000 | 500,000 |
Investments - Additional Inform
Investments - Additional Information (Details) - Aardvark - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity investment | $ 10 | $ 10 | |
Series B Preferred Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire equity investment | $ 10 | ||
Shares purchased under equity investment | 7,777,864 |
Investments - NANTibody - Addit
Investments - NANTibody - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Equity Method Investments [Line Items] | |||||||
Net loss | $ (108,536,000) | $ (154,626,000) | $ (219,477,000) | $ (40,540,000) | $ (263,063,000) | $ (260,017,000) | |
Current assets of equity method investment | 133,111,000 | $ 96,373,000 | 133,111,000 | ||||
Current liabilities of equity method investment | 264,949,000 | 327,922,000 | 264,949,000 | ||||
NANTibody | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Net loss | 1,500,000 | ||||||
Current assets of equity method investment | 2,400,000 | ||||||
Current liabilities of equity method investment | 11,600,000 | ||||||
Noncurrent assets of equity method investment | 100,000 | ||||||
Noncurrent liabilities of equity method investment | 0 | ||||||
NANTibody | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity investments | $ 0 | $ 0 | $ 0 |
Investments - NantStem - Additi
Investments - NantStem - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Equity Method Investments [Line Items] | |||||||
Net loss | $ (108,536,000) | $ (154,626,000) | $ (219,477,000) | $ (40,540,000) | $ (263,063,000) | $ (260,017,000) | |
Current assets of equity method investment | 133,111,000 | $ 96,373,000 | 133,111,000 | ||||
Current liabilities of equity method investment | 264,949,000 | 327,922,000 | 264,949,000 | ||||
NantStem | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Net loss | 2,800,000 | ||||||
Current assets of equity method investment | 86,400,000 | ||||||
Current liabilities of equity method investment | 0 | ||||||
Noncurrent assets of equity method investment | 100,000 | ||||||
Noncurrent liabilities of equity method investment | 0 | ||||||
NantStem | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity method investments | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill And Intangible Assets [Line Items] | |||||
Goodwill | $ 80,269 | $ 80,269 | $ 80,269 | ||
Loss on impairment of intangible assets | 466 | $ 90,780 | 12,366 | $ 90,780 | |
Indefinite-lived intangible assets | 81,900 | 81,900 | |||
Intangible amortization | 1,127 | $ 1,035 | 2,254 | $ 2,069 | |
Sorrento Therapeutics | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Goodwill | 66,800 | 66,800 | |||
Scilex Pharmaceuticals, Inc | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Goodwill | $ 13,500 | $ 13,500 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Company's Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 148,365 | $ 160,731 |
Accumulated Amortization | 26,082 | 23,829 |
Intangibles, Net | $ 122,283 | $ 136,902 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 2 years | 2 years |
Gross Carrying Amount | $ 1,585 | $ 1,585 |
Accumulated Amortization | 1,493 | 1,479 |
Intangibles, Net | $ 92 | $ 106 |
Acquired technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 19 years | 19 years |
Gross Carrying Amount | $ 3,410 | $ 3,410 |
Accumulated Amortization | 1,676 | 1,588 |
Intangibles, Net | 1,734 | 1,822 |
Acquired in-process research and development | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 81,874 | 94,240 |
Intangibles, Net | $ 81,874 | $ 94,240 |
Technology placed in service | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 21,940 | $ 21,940 |
Accumulated Amortization | 6,948 | 6,216 |
Intangibles, Net | $ 14,992 | $ 15,724 |
Patent rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 32,720 | $ 32,720 |
Accumulated Amortization | 14,553 | 13,463 |
Intangibles, Net | $ 18,167 | $ 19,257 |
Assembled workforce | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 5 years | 5 years |
Gross Carrying Amount | $ 605 | $ 605 |
Accumulated Amortization | 524 | 465 |
Intangibles, Net | $ 81 | $ 140 |
Internally developed software | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 2 years | 2 years |
Gross Carrying Amount | $ 520 | $ 520 |
Accumulated Amortization | $ 520 | 434 |
Intangibles, Net | $ 86 | |
Acquired licenses | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount | $ 5,711 | $ 5,711 |
Accumulated Amortization | 368 | 184 |
Intangibles, Net | $ 5,343 | $ 5,527 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense Related to Intangible Assets (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (Remaining six months) | $ 2,162 |
2024 | 4,239 |
2025 | 4,214 |
2026 | 4,214 |
2027 | 4,187 |
Thereafter | 21,393 |
Total expected future amortization | $ 40,409 |
Significant Agreements and Co_2
Significant Agreements and Contracts - Zhengzhou Fortune Bioscience Co., Ltd. - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Feb. 28, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Loss on equity investments | $ (72,000) | $ 368,000 | $ 59,000 | |
Sales and regulatory milestone payments | 0 | |||
Amendment to Zhengzhou Fortune Bioscience Co., Ltd. | Repurchase Agreement [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Business acquisition, percentage of voting interests acquired | 49% | |||
Business acquisition consideration paid in cash | $ 1,800,000 | |||
Fair value of non-controlling interest | 4,800,000 | |||
Accounts payable | $ 3,000,000 | |||
Loss on equity investments | 400,000 | |||
Equity investments | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Jul. 05, 2023 USD ($) | Jun. 27, 2023 USD ($) | Mar. 29, 2023 USD ($) | Mar. 21, 2023 USD ($) Tranche $ / shares | Feb. 21, 2023 USD ($) | Apr. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Loss on debt extinguishment, net | $ 471,000 | $ 40,000 | $ 5,732,000 | ||||||||
Interest expense | $ 1,900,000 | $ 2,200,000 | |||||||||
Interest rate per annum | 14% | 14% | |||||||||
Reorganization, Chapter 11, Debtor-in-Possession | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Loss on debt extinguishment, net | $ 471,000 | $ 40,000 | $ 934,000 | ||||||||
Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value of loan | $ 20,000,000,000 | ||||||||||
Exit fee percentage | 2% | ||||||||||
Senior Debtor In Possession Term Loan Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value of loan | $ 75,000,000 | $ 75,000,000 | |||||||||
Debt instrument maturity date | Jul. 31, 2023 | ||||||||||
Debt default description | Upon the maturity of the Senior DIP Facility on July 31, 2023, the Company was in default under the Senior DIP Facility as a result of the Company’s failure to repay the Senior DIP Facility upon maturity. On August 9, 2023, however, the Company repaid the Senior DIP Facility in full from proceeds from the Replacement DIP Facility, curing such default. | ||||||||||
Remaining borrowing | $ 45,000,000 | ||||||||||
Initial draw on facility amount | $ 30,000,000 | ||||||||||
Minimum draws amount | $ 5,000,000 | ||||||||||
Interest rate per annum | 14% | ||||||||||
Debt instrument additional interest rate per annum | 3% | ||||||||||
Commitment fee percentage | 2.50% | ||||||||||
Funding fee percentage | 2.50% | ||||||||||
Exit fee percentage | 7% | ||||||||||
Commitment and funding fee | 1,100,000 | $ 3,800,000 | |||||||||
Exit fee | 5,300,000 | 5,300,000 | |||||||||
Scilex Pharmaceuticals, Inc | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding revolving credit facility | $ 15.9 | ||||||||||
Securities Purchase Agreement | Scilex Holding Company | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value of loan | $ 25,000,000 | $ 15,000,000 | |||||||||
Debt instrument maturity date | Dec. 21, 2023 | ||||||||||
Interest expense | $ 288,000 | $ 288,000 | |||||||||
Interest rate | 7% | ||||||||||
conversion price | $ / shares | $ 8 | $ 8 | |||||||||
Number of tranches | Tranche | 3 | ||||||||||
Purchase price, percentage of principal amount | 96% | ||||||||||
Option to repay debt, as percentage on debt principal amount | 5% | ||||||||||
Redemption premium percentage | 10% | ||||||||||
Net cash proceeds | $ 14,400,000 | ||||||||||
Conversion of outstanding convertible debentures | $ 5,000,000 | ||||||||||
Issuance of common stocks upon conversion of convertible debentures | shares | 632,431 | ||||||||||
Outstanding Convertible Debentures | $ 7,700,000 | ||||||||||
Repayments of Convertible Debentures | $ 1,300,000 | ||||||||||
Securities Purchase Agreement | Scilex Holding Company | Tranche one | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | $ 10,000,000 | ||||||||||
Securities Purchase Agreement | Scilex Holding Company | Tranche two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | 7,500,000 | ||||||||||
Securities Purchase Agreement | Scilex Holding Company | Tranche three | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal payments | $ 7,500,000 | ||||||||||
eCapital Credit Agreement | Scilex Pharmaceuticals, Inc | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Value of equity or debt to be issued | $ 75,000,000 | ||||||||||
eCapital Credit Agreement | Scilex Pharmaceuticals, Inc | Revolving Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face value of loan | $ 30,000,000 | ||||||||||
Increase to aggregate principal amount | 250,000 | ||||||||||
Minimum borrowing capacity | $ 1,000,000 | ||||||||||
Threshold percentage of Facility Cap | 95% | ||||||||||
Percentage of "Net Collectible Value" of "Eligible Receivables" | 85% | ||||||||||
Interest rate per annum | 1.50% | ||||||||||
Termination fee percentage | 0.50% |
Debt - Schedule of Borrowings u
Debt - Schedule of Borrowings under ACEA Significant Debt Arrangements (Details) - ACEA Therapeutics, Inc - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Principal | $ 25,449 | $ 26,718 |
Unamortized debt discount | (6,786) | (7,878) |
Carrying value | 18,663 | 18,840 |
Estimated fair value | $ 15,900 | $ 15,000 |
Debt - Schedule of Future Repay
Debt - Schedule of Future Repayments under the Contract (Details) - ACEA Therapeutics, Inc $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Instrument [Line Items] | |
2023 (Remaining six months) | $ 0 |
2024 | 937 |
2025 | 3,102 |
2026 | 5,363 |
2027 | 10,064 |
2028 | 5,983 |
Total | $ 25,449 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - Scilex Holding Company - $ / shares | Jan. 19, 2023 | Dec. 30, 2022 | Jun. 30, 2023 |
Class Of Stock [Line Items] | |||
Common stock dividend, shares | 76,000,000 | ||
Record date | Jan. 09, 2023 | ||
Fractional shares issued | 0 | ||
Closing price of common stock | $ 5.87 | ||
Payment of dividend, ownership interest percentage | 41.70% | ||
Equity Method Investment, Ownership Percentage | 51.22% |
Stock-Based Compensation - 2019
Stock-Based Compensation - 2019 Stock Incentive Plan - Additional Information (Details) - 2019 Plan - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4.6 | $ 6.9 | $ 11.1 | $ 13.8 |
Unrecognized compensation expense related to unvested stock option grants | 24.6 | $ 24.6 | ||
Weighted average remaining vesting period | 1 year 9 months 18 days | |||
Restricted Stock Unit (RSU) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to unvested stock option grants | $ 17 | $ 17 | ||
Weighted average remaining vesting period | 2 years 10 months 24 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Options Outstanding | |
Options Outstanding beginning balance (in shares) | shares | 20,861,760 |
Options Cancelled (in shares) | shares | (1,113,032) |
Options Outstanding ending balance (in shares) | shares | 19,748,728 |
Options Outstanding, Vested and Expected to Vest | shares | 19,748,728 |
Weighted-Average Exercise Price | |
Weighted Average Exercise Price, beginning balance (USD per share) | $ / shares | $ 6.05 |
Weighted Average Exercise Price, Options Cancelled (USD per share) | $ / shares | 6.63 |
Weighted Average Exercise Price, ending balance (USD per share) | $ / shares | 6.02 |
Weighted Average Exercise Price, Vested and Expected to Vest (USD per share) | $ / shares | $ 6.02 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Unit ("RSU") Activity (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of Shares, Outstanding beginning balance | shares | 8,284,498 |
Number of Shares, RSUs Cancelled | shares | (1,381,951) |
Number of Shares, Outstanding ending balance | shares | 6,902,547 |
Weighted-Average Grant Date Fair Value Per Share, Outstanding beginning balance | $ / shares | $ 3.73 |
Weighted-Average Grant Date Fair Value Per Share, RSUs Cancelled | $ / shares | 4.23 |
Weighted-Average Grant Date Fair Value Per Share, Outstanding ending balance | $ / shares | $ 3.63 |
Stock-Based Compensation - Scil
Stock-Based Compensation - Scilex Holding Company - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
2019 Stock Option Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to unvested stock option grants | $ 52.3 | $ 52.3 | ||
Weighted average vesting period | 3 years 4 months 24 days | |||
Scilex Holding Company | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3.6 | $ 1.4 | $ 7.3 | $ 2.8 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
2020 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation recorded as operating expense | $ 0 | $ 0 | $ 0 | $ 200,000 |
Stock-Based Compensation - CEO
Stock-Based Compensation - CEO Performance Award - Additional Information (Details) - Chief Executive Officer - CEO Performance Award $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Award period | 10 years | |
Stock-based compensation expense | $ 7 | $ 15.2 |
Unrecognized compensation expense related to unvested stock option grants | $ 31 | $ 31 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Apr. 07, 2023 | Feb. 07, 2023 | Dec. 20, 2022 | Dec. 02, 2022 | Apr. 03, 2019 | Apr. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Other Commitments [Line Items] | |||||||||
Antibody award judgment exceeds offset | $ 50,000,000 | ||||||||
Decrease to right-of-use assets and lease liabilities | $ 25,800,000 | ||||||||
Scilex Holding Company | |||||||||
Other Commitments [Line Items] | |||||||||
Additional ROU assets and lease liabilities | 2,500,000 | ||||||||
San Diego, California | |||||||||
Other Commitments [Line Items] | |||||||||
Gain on derecoginization of right-of-use assets and liabilities | 600,000 | ||||||||
San Diego, California | Letters of Credit | |||||||||
Other Commitments [Line Items] | |||||||||
Issued letter of credit for rejection of leases | $ 4,100,000 | ||||||||
Arbitrator | |||||||||
Other Commitments [Line Items] | |||||||||
Exclusive of post-award prejudgment interest percentage | 9% | ||||||||
NANTibody | |||||||||
Other Commitments [Line Items] | |||||||||
Damages sought | $ 90,050,000 | ||||||||
Damages sought to restore equity method investment | $ 40,000,000 | ||||||||
NANTibody | Arbitrator | |||||||||
Other Commitments [Line Items] | |||||||||
Damages sought | $ 16,681,521 | ||||||||
Equity interest | 40% | ||||||||
Nant Pharma | Arbitrator | |||||||||
Other Commitments [Line Items] | |||||||||
Damages sought | $ 125,000,000 | ||||||||
Amount awarded in favour of company | $ 127,686,209.93 | ||||||||
Percentage of interest accruing | 10% | ||||||||
Nant Cell Inc | Arbitrator | |||||||||
Other Commitments [Line Items] | |||||||||
Contractual damages and pre-award interest | $ 156,829,562 | ||||||||
Accrued legal settlement amount | $ 176,600,000 | $ 174,800,000 | |||||||
Nant Parties | |||||||||
Other Commitments [Line Items] | |||||||||
Contingency on settlement on exchange for release of company's royalty rights to PD-L1 | $ 1,500,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Supplemental Quantitative Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating cash outflows from operating leases | $ 4,089 | $ 3,422 | $ 7,991 | $ 6,304 |
ROU assets obtained in exchange for new and amended operating lease liabilities | $ 2,680 | $ 2,328 | $ 2,680 | $ 2,961 |
Weighted average remaining lease term in years | 6 years 8 months 12 days | 14 years 4 months 24 days | 6 years 8 months 12 days | 14 years 4 months 24 days |
Weighted average discount rate | 12.70% | 12.80% | 12.70% | 12.80% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease Liability Maturities (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 (Remaining six months) | $ 7,114 |
2024 | 14,152 |
2025 | 13,219 |
2026 | 12,878 |
2027 | 13,052 |
2028 | 13,380 |
Thereafter | 23,991 |
Total lease payments | 97,786 |
Less imputed interest | (32,289) |
Total lease liabilities as of June 30, 2023 | $ 65,497 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax liability | $ 12,700 | $ 12,700 | ||
Income tax expense (benefit) | $ 671 | $ (1,050) | $ 12,139 | $ 413 |
Effective income tax rate | 0.70% | 0.50% | 4.80% | 0.20% |
Expected statutory federal tax rate | 21% |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator | ||||
Net loss attributable to the Company | $ (95,212) | $ (218,759) | $ (234,729) | $ (259,574) |
Net loss used for diluted earnings per share | $ (95,212) | $ (218,759) | $ (234,729) | $ (259,574) |
Denominator for basic loss per share | 551,281 | 402,801 | 547,232 | 370,144 |
Denominator for diluted loss per share | 551,281 | 402,801 | 547,232 | 370,144 |
Basic loss per share | $ (0.17) | $ (0.54) | $ (0.43) | $ (0.7) |
Diluted loss per share | $ (0.17) | $ (0.54) | $ (0.43) | $ (0.7) |
Net Loss Per Share - Components
Net Loss Per Share - Components of Outstanding Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive shares for outstanding options and RSUs | 26,585 | 24,065 | 27,656 | 23,177 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment Information - Summary o
Segment Information - Summary of Information by Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||
External revenues | $ 15,025 | $ 11,461 | $ 31,276 | $ 29,845 | |
Operating expenses | 92,258 | 129,822 | 214,851 | 255,089 | |
Loss from operations | (77,233) | (118,361) | (183,575) | (225,244) | |
Unrestricted cash | 69,749 | 70,345 | 69,749 | 70,345 | $ 23,634 |
Sorrento Therapeutics | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 2,443 | 3,535 | 8,112 | 15,107 | |
Operating expenses | 56,861 | 109,709 | 144,796 | 219,359 | |
Loss from operations | (54,418) | (106,174) | (136,684) | (204,252) | |
Unrestricted cash | 34,572 | 63,470 | 34,572 | 63,470 | |
Scilex | |||||
Segment Reporting Information [Line Items] | |||||
External revenues | 12,582 | 7,926 | 23,164 | 14,738 | |
Operating expenses | 35,397 | 20,113 | 70,055 | 35,730 | |
Loss from operations | (22,815) | (12,187) | (46,891) | (20,992) | |
Unrestricted cash | $ 35,177 | $ 6,875 | $ 35,177 | $ 6,875 |
Liabilities Subject to Compro_3
Liabilities Subject to Compromise - Schedule of liability subject to compromise (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Related Party Transaction [Line Items] | |
Accounts payable | $ 56,078 |
Accounts Payable, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] |
Accrued expenses and other current liabilities | $ 7,839 |
Accrued legal settlements | 176,549 |
Deferred revenue | 6,959 |
Contingent consideration and acquisition consideration | 61,498 |
Total liabilities subject to compromise | $ 308,923 |
Reorganization Items, Net - Sch
Reorganization Items, Net - Schedule of reorganization items incurred as a result of the chapter 11 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Reorganizations [Abstract] | ||||
DIP facility financing costs | $ 1,468 | $ 0 | $ 4,229 | $ 0 |
DIP facility exit fees | 0 | 0 | 5,250 | 0 |
Professional fees | 15,565 | 0 | 27,786 | 0 |
Lease termination | 4,195 | 0 | 4,195 | 0 |
Others | 775 | 0 | 775 | 0 |
Total | $ 22,003 | $ 0 | $ 42,235 | $ 0 |
Condensed Combined Debtor-In-_3
Condensed Combined Debtor-In-Possession Financial Information - Schedule of Condensed Balance Sheets of Debtors (Unaudited) (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||||||
Cash and cash equivalents | $ 69,749 | $ 23,634 | $ 70,345 | |||
Marketable investments | 10,886 | 26,344 | ||||
Accounts receivables, net | 32,725 | 24,469 | ||||
Prepaid expenses | 5,222 | 8,807 | ||||
Other current assets | 4,878 | 3,143 | ||||
Total current assets | 133,111 | 96,373 | ||||
Property and equipment, net | 53,237 | 51,971 | ||||
Operating lease right-of-use assets | 53,408 | 86,464 | ||||
Intangibles, net | 122,283 | 136,902 | ||||
Goodwill | 80,269 | 80,269 | ||||
Equity investments | 12,008 | 17,176 | ||||
Other assets, net | 2,376 | 3,685 | ||||
Total assets | 456,692 | 472,840 | ||||
Current liabilities: | ||||||
Accounts payable | 18,554 | 47,515 | ||||
Accrued payroll and related benefits | 6,964 | 7,884 | ||||
Accrued expenses and liabilities | 91,924 | 58,456 | ||||
Accrued legal settlements | 174,752 | |||||
Current portion of deferred revenue | 256 | 652 | ||||
Current portion of operating lease liabilities | 13,051 | 13,880 | ||||
Acquisition consideration | 515 | 7,800 | ||||
Income tax payable | 12,926 | 300 | ||||
Current portion of debt | 120,362 | 16,286 | ||||
Total current liabilities | 264,949 | 327,922 | ||||
Deferred tax liabilities, net | 238 | 591 | ||||
Deferred revenue | 896 | 7,098 | ||||
Accounts payable | $ 56,078 | |||||
Accounts Payable, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | |||||
Operating lease liabilities | $ 52,446 | 85,208 | ||||
Contingent consideration | 550 | 48,949 | ||||
Other long-term liabilities | 3,305 | 5,311 | ||||
Total liabilities not subject to compromise | 345,725 | 494,509 | ||||
Liabilities subject to compromise | 308,923 | |||||
Total liabilities | 654,648 | 494,509 | ||||
Total stockholders' equity | (197,956) | $ (127,420) | (21,669) | $ 135,763 | $ 226,198 | $ 78,129 |
Total liabilities and stockholders' equity (deficit) | 456,692 | 472,840 | ||||
Reorganization, Chapter 11, Debtor-in-Possession | ||||||
Current assets: | ||||||
Cash and cash equivalents | 29,205 | 9,562 | ||||
Marketable investments | 10,889 | 26,348 | ||||
Accounts receivables, net | 64 | 23,136 | ||||
Prepaid expenses | 2,209 | 3,554 | ||||
Other current assets | 1,926 | 1,429 | ||||
Total current assets | 44,293 | 64,029 | ||||
Property and equipment, net | 30,069 | 30,623 | ||||
Operating lease right-of-use assets | 40,032 | 74,249 | ||||
Related party receivable | $ 127,807 | $ 138,567 | ||||
Accounts Receivable, after Allowance for Credit Loss, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | ||||
Intangibles, net | $ 69,758 | $ 69,947 | ||||
Goodwill | 62,598 | 62,598 | ||||
Equity investments | 12,008 | 17,176 | ||||
Investments in subsidiaries | 310,852 | 301,715 | ||||
Other assets, net | 6,783 | 2,288 | ||||
Total assets | 704,200 | 761,192 | ||||
Current liabilities: | ||||||
Accounts payable | 5,389 | 38,918 | ||||
Accrued payroll and related benefits | 2,018 | 4,011 | ||||
Accrued expenses and liabilities | 34,535 | 20,114 | ||||
Accrued legal settlements | 174,752 | |||||
Current portion of deferred revenue | 1,114 | |||||
Current portion of operating lease liabilities | 10,607 | 11,506 | ||||
Acquisition consideration | 7,537 | |||||
Income tax payable | 12,695 | 2 | ||||
Current portion of debt | 75,000 | 5,585 | ||||
Total current liabilities | 140,244 | 263,539 | ||||
Deferred tax liabilities, net | $ 238 | 591 | ||||
Deferred revenue | 6,085 | |||||
Accounts payable | $ 98,632 | |||||
Accounts Payable, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | ||||
Operating lease liabilities | $ 40,831 | $ 74,538 | ||||
Contingent consideration | 48,400 | |||||
Other long-term liabilities | 1,761 | |||||
Total liabilities not subject to compromise | 181,313 | 493,546 | ||||
Liabilities subject to compromise | 409,846 | |||||
Total liabilities | 591,159 | 493,546 | ||||
Total stockholders' equity | 113,041 | 267,646 | ||||
Total liabilities and stockholders' equity (deficit) | $ 704,200 | $ 761,192 |
Condensed Combined Debtor-In-_4
Condensed Combined Debtor-In-Possession Financial Information - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Reorganization, Chapter 11 [Line Items] | |||
Liabilities subject to compromise | $ 308,923 | $ 308,923 | |
Debtor In Possession Term Loan Facility | |||
Reorganization, Chapter 11 [Line Items] | |||
Face value of loan | 75,000 | 75,000 | |
Non-Debtor Subsidiaries | |||
Reorganization, Chapter 11 [Line Items] | |||
Liabilities subject to compromise | 85,600 | 85,600 | $ 83,400 |
Scilex Pharmaceuticals, Inc | |||
Reorganization, Chapter 11 [Line Items] | |||
Liabilities subject to compromise | 15,300 | 15,300 | $ 15,200 |
Sorrento Therapeutic Inc.'s | |||
Reorganization, Chapter 11 [Line Items] | |||
Bad debt expense | $ 23,000 | $ 23,000 |
Condensed Combined Debtor-In-_5
Condensed Combined Debtor-In-Possession Financial Information - Schedule of Condensed Consolidated Statement of Operations of Debtors (Unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||||
Revenues | $ 15,025 | $ 11,461 | $ 31,276 | $ 29,845 | ||
Operating costs and expenses: | ||||||
Research and development | 33,271 | 48,467 | 77,076 | 112,193 | ||
Acquired in-process research and development | 12,272 | |||||
Selling, general and administrative | 48,941 | 48,136 | 103,920 | 92,714 | ||
Intangible amortization | 1,127 | 1,035 | 2,254 | 2,069 | ||
Increase (decrease) on contingent consideration | (64,300) | 3,800 | (66,400) | |||
Loss on impairment of intangible assets | 466 | 90,780 | 12,366 | 90,780 | ||
Legal settlements, net | 1,797 | |||||
Total operating costs and expenses | 92,258 | 129,822 | 214,851 | 255,089 | ||
Loss from operations | (77,233) | (118,361) | (183,575) | (225,244) | ||
Loss on marketable and equity investments | 1,777 | 95,492 | 15,460 | 26,958 | ||
Loss on debt extinguishment, net | (471) | (40) | (5,732) | |||
Loss (gain) on foreign currency exchange | (157) | 561 | (153) | 165 | ||
Gain on derivative assets | (20) | (2,700) | (1,300) | 4,800 | ||
Other loss | (4,321) | (700) | (4,299) | (683) | ||
Reorganization items, net | (22,003) | 0 | (42,235) | 0 | ||
Loss before income tax | (107,865) | (220,599) | (250,556) | (259,545) | ||
Income tax expense (benefit) | 671 | (1,050) | 12,139 | 413 | ||
(Loss) gain on equity method investments | (72) | 368 | 59 | |||
Net loss | (108,536) | $ (154,626) | (219,477) | $ (40,540) | (263,063) | (260,017) |
Product | ||||||
Revenues: | ||||||
Revenues | 12,605 | 8,591 | 23,202 | 18,582 | ||
Operating costs and expenses: | ||||||
Cost of products sold | 6,564 | 3,393 | 10,445 | 6,270 | ||
Service | ||||||
Revenues: | ||||||
Revenues | 2,420 | 2,870 | 8,074 | 11,263 | ||
Operating costs and expenses: | ||||||
Cost of products sold | 1,889 | 2,311 | 3,193 | 5,191 | ||
Reorganization, Chapter 11, Debtor-in-Possession | ||||||
Revenues: | ||||||
Revenues | 120 | 11,301 | 248 | 26,138 | ||
Operating costs and expenses: | ||||||
Cost of products sold | 6,744 | 14,710 | ||||
Research and development | 22,016 | 39,796 | 54,726 | 94,091 | ||
Acquired in-process research and development | 521 | |||||
Selling, general and administrative | 18,772 | 30,542 | 43,646 | 63,350 | ||
Intangible amortization | 94 | 94 | 188 | 188 | ||
Increase (decrease) on contingent consideration | (64,300) | 3,800 | (66,400) | |||
Loss on impairment of intangible assets | 90,780 | 90,780 | ||||
Legal settlements, net | 1,797 | |||||
Total operating costs and expenses | 40,882 | 103,656 | 104,157 | 197,240 | ||
Loss from operations | (40,762) | (92,355) | (103,909) | (171,102) | ||
Loss on marketable and equity investments | (1,777) | (95,492) | (15,460) | (26,958) | ||
Loss on debt extinguishment, net | (471) | (40) | (934) | |||
Loss (gain) on foreign currency exchange | 2 | (110) | 1 | (107) | ||
Gain on derivative assets | 62 | 4,035 | ||||
Interest (expense) income, net | (1,867) | 1,457 | (2,237) | 2,019 | ||
Other loss | (23,481) | (1,000) | (22,071) | (993) | ||
Reorganization items, net | (22,003) | (42,234) | ||||
Loss before income tax | (89,826) | (187,971) | (181,915) | (198,075) | ||
Income tax expense (benefit) | 924 | (1,291) | 12,340 | (205) | ||
(Loss) gain on equity method investments | (72) | 368 | 59 | |||
Net loss | (90,750) | (186,608) | (194,623) | (197,929) | ||
Reorganization, Chapter 11, Debtor-in-Possession | Product | ||||||
Revenues: | ||||||
Revenues | 48 | 2,759 | ||||
Reorganization, Chapter 11, Debtor-in-Possession | Service | ||||||
Revenues: | ||||||
Revenues | $ 120 | 298 | $ 248 | 418 | ||
Reorganization, Chapter 11, Debtor-in-Possession | Related Party | ||||||
Revenues: | ||||||
Revenues | $ 10,955 | $ 22,961 |
Condensed Combined Debtor-In-_6
Condensed Combined Debtor-In-Possession Financial Information - Schedule of Condensed Consolidated Statement of Cash Flows (Unaudited) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||
Net cash used for operating activities | $ (105,118) | $ (164,348) |
Investing activities | ||
Net cash used for investing activities | 1,544 | (15,392) |
Financing activities | ||
Proceeds from exercise of stock options | 745 | 805 |
Repayments of debt and other obligations | (5,285) | (111,339) |
Payment of dividends | (11) | |
Net cash provided by financing activities | 150,009 | 215,140 |
Net change in cash, cash equivalents and restricted cash | 46,435 | 35,400 |
Net effect of exchange rate changes on cash | (320) | (1,720) |
Cash, cash equivalents and restricted cash at beginning of period | 23,634 | 36,665 |
Cash, cash equivalents and restricted cash at end of period | 69,749 | 70,345 |
Reorganization, Chapter 11, Debtor-in-Possession | ||
Operating activities | ||
Net cash used for operating activities | (60,089) | (182,010) |
Investing activities | ||
Net cash used for investing activities | (14,054) | (14,306) |
Financing activities | ||
Proceeds from DIP loan | 71,250 | |
DIP loan issuance costs | (287) | |
Proceeds from debt, net of issuance costs | 43,175 | |
Proceeds from settlement of bridge loan | 899 | |
Payments on intercompany payable | 618 | (45,808) |
Proceeds from equity offerings, net of issuance costs | 21,306 | 268,595 |
Proceeds from exercise of stock options | 37 | |
Repayments of debt and other obligations | (44,134) | |
Net cash provided by financing activities | 93,786 | 221,865 |
Net change in cash, cash equivalents and restricted cash | 19,643 | 25,549 |
Cash, cash equivalents and restricted cash at beginning of period | 9,562 | 20,566 |
Cash, cash equivalents and restricted cash at end of period | $ 29,205 | $ 46,115 |