Acrivon Therapeutics, Inc. Income Taxes Disclosure
10. Income Taxes
The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures effective January 1, 2025, on a prospective basis. The disclosures required by the standard are included below for the year ended December 31, 2025. Comparative prior-period disclosures have not been revised.
The components of loss before income taxes were as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Domestic |
|
$ |
(78,014 |
) |
|
$ |
(80,697 |
) |
Foreign |
|
|
189 |
|
|
|
253 |
|
Total loss before income taxes |
|
$ |
(77,825 |
) |
|
$ |
(80,444 |
) |
The Company has had immaterial tax expense due to operating losses incurred since inception and no deferred tax provision in the current period.
The following table reconciles the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2025 (in thousands):
|
|
Year Ended December 31, 2025 |
|
|||||
|
|
Amount |
|
|
Percentage |
|
||
Federal statutory income tax rate |
|
$ |
(16,344 |
) |
|
|
21.0 |
% |
State and local income taxes, net of federal income tax effect |
|
|
(16 |
) |
|
|
0.0 |
% |
Foreign tax effects: |
|
|
|
|
|
|
||
Other foreign jurisdictions |
|
|
(39 |
) |
|
|
0.0 |
% |
Tax credits: |
|
|
|
|
|
|
||
Research and development tax credits |
|
|
(2,692 |
) |
|
|
3.5 |
% |
Changes in valuation allowances |
|
|
16,243 |
|
|
|
(20.9 |
%) |
Nontaxable or nondeductible items: |
|
|
|
|
|
|
||
Excess tax benefits on stock-based payments |
|
|
2,054 |
|
|
|
(2.6 |
%) |
Stock Compensation |
|
|
769 |
|
|
|
(1.0 |
%) |
Other |
|
|
25 |
|
|
|
0.0 |
% |
Effective income tax rate |
|
$ |
— |
|
|
|
0.0 |
% |
As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differed from the federal statutory income tax rate as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Federal statutory income tax rate |
|
|
21.0 |
% |
|
|
21.0 |
% |
State income taxes, net of federal benefit |
|
|
7.2 |
% |
|
|
6.0 |
% |
Federal and state research and development tax credits |
|
|
6.0 |
% |
|
|
4.4 |
% |
Stock-based compensation |
|
|
(1.0 |
%) |
|
|
(1.3 |
%) |
Disallowed Expenditures |
|
|
(2.2 |
%) |
|
|
(1.7 |
%) |
Change in deferred tax asset valuation allowance |
|
|
(31.1 |
%) |
|
|
(28.5 |
%) |
Effective income tax rate |
|
|
(0.1 |
%) |
|
|
(0.1 |
%) |
The Company’s effective income tax rates for the years ended December 31, 2025, 2024, and 2023 were due primarily to state income tax resulting from interest income.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s net deferred income taxes were as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred Tax Assets |
|
|
|
|
|
|
||
Net operating loss carryforward |
|
$ |
42,190 |
|
|
$ |
15,668 |
|
Research and experimental expenditures |
|
|
16,600 |
|
|
|
25,763 |
|
Tax credits |
|
|
13,394 |
|
|
|
9,991 |
|
Capitalized Licenses |
|
|
2,967 |
|
|
|
3,259 |
|
Accrued expenses and other current liabilities |
|
|
1,258 |
|
|
|
1,411 |
|
Operating lease liabilities |
|
|
678 |
|
|
|
904 |
|
Other |
|
|
1,237 |
|
|
|
926 |
|
|
|
|
78,324 |
|
|
|
57,922 |
|
Valuation allowance |
|
|
(77,225 |
) |
|
|
(56,650 |
) |
Deferred tax asset |
|
|
1,099 |
|
|
|
1,272 |
|
Deferred Tax Liabilities |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
|
(623 |
) |
|
|
(864 |
) |
Depreciation |
|
|
(476 |
) |
|
|
(408 |
) |
Deferred tax liability |
|
|
(1,099 |
) |
|
|
(1,272 |
) |
Net deferred tax asset |
|
$ |
— |
|
|
$ |
— |
|
The Company's income tax provision for the year ended December 31, 2025 related to state income taxes. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on this, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the deferred tax assets is not determined to be more likely than not. During the year ended December 31, 2025, the valuation allowance increased by $20.6 million primarily due to the increase in the Company’s net operating loss, capitalized expenditures and tax credit carryforwards during the period.
As of December 31, 2025, the Company had $153.2 million and 156.4 million of federal and state net operating loss carryforwards (“NOLs”), respectively. Substantially all of the federal NOLs are not subject to expiration and the state NOLs begin to expire in 2038. These loss carryforwards are available to reduce future federal and state taxable income, if any. As of December 31, 2025, the Company also had federal and state research and development tax credit carryforwards of $10.6 million and $2.8 million respectively, to offset future income taxes, which will begin to expire in December 2035. These loss carryforwards are subject to review and possible adjustment by the appropriate taxing authorities.
Utilization of the Company’s NOL carryforwards and research and development credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 as well as similar state provisions. These ownership changes may limit the amount of NOL and research and development credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change as defined by Section 382 results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. Since its formation, the Company has raised capital through the issuance of capital stock on several occasions. These financings could result in a change of control as defined by Section
382. The Company has not yet conducted an analysis under Section 382 to determine if historical changes in ownership through December 31, 2025, would limit or otherwise restrict its ability to utilize its NOL and research and development credit carryforwards. In addition, future changes in ownership occurring after December 31, 2025 could affect the limitation in future years, and any limitation may result in expiration of a portion of the NOL or research and development credit carryforwards before utilization.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Among other provisions, this act includes permanently extended and modified certain expiring provisions of the 2017 Tax Cuts and Jobs Act and restored the immediate expensing of domestic research and development expenses. The Company has evaluated the impacts of these provisions and has concluded the OBBBA does not have a material impact on its consolidated financial statements other than reclassifications of the deferred tax assets.
The Company follows the provisions of ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which specifies how tax benefits for uncertain tax positions are to be recognized, measured, and recorded in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the consolidated balance sheets; and provides transition and interim period guidance, among other provisions. As of December 31, 2025 and 2024, the Company has not recorded any amounts for uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its consolidated statements of operations and comprehensive loss. As of December 31, 2025 and 2024, the Company had no reserves for uncertain tax positions. For the years ended December 31, 2025, 2024, and 2023, no estimated interest or penalties were recognized on uncertain tax positions.
The Company files federal income tax returns in the United States and Sweden and state income tax returns in Massachusetts and various other state jurisdictions. The Company’s tax returns for the years ended December 31, 2022 to December 31, 2025 remain open and subject to examination by the Internal Revenue Service and state taxing authorities.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 19, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
| 2023 | Mar 28, 2024 | |
| 2022 | Mar 28, 2023 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.