11. Income taxes

The components of the Company’s loss before income taxes were as follows for the years ended December 31, 2025 and 2024 (in thousands):

 

 

2025

 

 

2024

 

 

 

 

 

 

 

United States

$

(20,765

)

 

$

(128,077

)

Foreign

 

(3,114

)

 

 

(2,803

)

Total loss before income taxes

$

(23,879

)

 

$

(130,880

)

 

The components of the Company's income tax provision were as follows for the years ended December 31, 2025 and 2024:

 

 

2025

 

 

2024

 

 

 

 

 

 

 

Current:

 

 

 

 

 

Federal

$

-

 

 

$

-

 

State

 

-

 

 

 

-

 

Foreign

 

314

 

 

 

331

 

Total current provision for income taxes

$

314

 

 

$

331

 

 

 

 

 

 

 

Deferred:

 

 

 

 

 

Federal

$

-

 

 

$

-

 

State

 

-

 

 

 

-

 

Foreign

 

-

 

 

 

-

 

Total deferred provision for income taxes

$

-

 

 

$

-

 

A reconciliation of the expected income tax computed at the federal statutory income tax rate to the Company’s effective income tax expense and rate is as follows for the year ended December 31, 2025:

 

 

$

 

 

%

 

Income tax computed at federal statutory tax rate

$

(5,015

)

 

 

21.00

%

State and local taxes, net of federal income tax effect

 

-

 

 

 

0.00

%

Research tax credits

 

(1,253

)

 

 

5.25

%

Change in valuation allowance

 

17,724

 

 

 

-74.22

%

Nondeductible items:

 

 

 

 

 

Stock based compensation

 

896

 

 

 

-3.76

%

Warrant marked to market

 

(12,638

)

 

 

52.93

%

Other

 

1

 

 

 

-0.01

%

Foreign tax effects:

 

 

 

 

 

Australia:

 

 

 

 

 

Other

 

(260

)

 

 

1.09

%

Change in Valuation Allowance

 

693

 

 

 

-2.90

%

Foreign Withholding Tax and Other

 

166

 

 

 

-0.69

%

Income tax expense and effective income tax rate

$

314

 

 

 

-1.31

%

 

As previously disclosed for the year ended December 31, 2024, a reconciliation of the expected income tax computed at the federal statutory income tax rate to the Company’s effective income tax rate as follows:

 

 

%

 

Income tax computed at federal statutory tax rate

 

21.00

%

State taxes, net of federal income tax effect

 

4.49

%

Research tax credits

 

0.79

%

Change in valuation allowance

 

-17.04

%

Nondeductible items:

 

 

Stock based compensation

 

-1.92

%

Warrant marked to market

 

-7.41

%

Other

 

0.10

%

Foreign tax

 

-0.27

%

Effective income tax rate

 

-0.26

%

 

Income taxes paid (net of refunds) for the year ended December 31, 2025 is disaggregated as follows (in thousands):

 

 

 

 

Federal income taxes paid (net of refunds)

$

-

 

State income taxes paid (net of refunds)

 

-

 

Foreign income taxes paid (net of refunds):

 

 

China

 

199

 

Belgium

 

116

 

Total income taxes paid (net of refunds)

$

315

 

 

The components of the deferred tax assets and liabilities were as follows at December 31:

 

 

2025

 

 

2024

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

Net operating loss carryforward

$

29,976

 

 

$

17,625

 

Operating lease liabilities

 

1,457

 

 

 

2,418

 

Tax credits

 

4,656

 

 

 

2,745

 

Other accruals and reserves

 

1,624

 

 

 

1,457

 

Stock-based compensation

 

1,703

 

 

 

1,555

 

Capitalized R&D costs

 

42,111

 

 

 

31,848

 

Other

 

806

 

 

 

626

 

 

 

82,333

 

 

 

58,274

 

Valuation allowance

 

(81,284

)

 

 

(56,517

)

Net deferred tax assets

$

1,049

 

 

$

1,757

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

Right of use assets

 

(907

)

 

 

(1,520

)

Property and equipment

 

(142

)

 

 

(237

)

Total deferred tax liabilities

$

(1,049

)

 

$

(1,757

)

 

 

 

 

 

 

Total deferred income taxes

$

-

 

 

$

-

 

 

Management believes that, based on a number of factors, including the Company’s historical operating performance and accumulated deficit, it is more likely than not that the deferred tax assets will not be utilized, such that a full valuation allowance has been recorded against the Company’s deferred tax assets. In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized on a jurisdiction-by-jurisdiction basis. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The valuation allowance increased by $24.8 million during the year ended December 31, 2025, and decreased by $22.3 million during the year ended December 31, 2024.

As of December 31, 2025, the Company had $92.5 million of federal and $105.7 million of state net operating loss (NOL) carryforwards available to offset future taxable income. The Company’s federal NOL carryforwards can be carried forward indefinitely while state NOL carryforwards, if not utilized, will begin expiring in 2043. As of December 31, 2025, the Company had research and development credit carryforwards of $3.5 million and $2.2 million available to reduce future taxable income, if any, for federal and state income tax purposes, respectively. If not utilized, the federal credit carryforwards will begin expiring in 2043. The California credit carryforwards have no expiration date. The Company had $3.2 million of Australian NOL carryforwards and $0.7 million of Australian research and development tax credit carryforwards.

On July 4, 2025, the OBBBA was enacted in the United States. The OBBBA includes several significant tax provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company will no longer be required to capitalize its domestic research and experimental costs under Section 174 of the Internal Revenue Code beginning with the tax year ending December 31, 2025. The Company evaluated the impact of the OBBBA and determined that it did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2025.

Under Sections 382 and 383 of the Code, and corresponding provisions of state law, if a corporation undergoes an “ownership change” (generally defined as a greater than 50 percentage point change (by value) in its equity ownership over a rolling three-year period), the Company’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. The Company performed a Code Section 382 analysis in 2025, which resulted in no further ownership changes.

We may experience additional ownership changes as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. In the future, if we earn net taxable income, our ability to use our

pre-change net operating loss carryforwards or other tax attributes to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us and could adversely affect our business, results of operations, and cash flows. In addition, under current tax law, federal NOL carryforwards generated in periods after December 31, 2017, may be carried forward indefinitely but, may only be used to offset 80% of our taxable income.

ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or expected to be taken on a tax return. It is the Company’s policy to include penalties and interest expense related to income taxes as a component of other expense and interest expense, respectively, as necessary. During the years ended December 31, 2025 and 2024, the Company had not recognized any tax-related penalties or interest. No liability related to uncertain tax positions is recorded on the financial statements related to uncertain tax positions.

 

 

2025

 

 

2024

 

 

 

 

 

 

 

Balance, beginning of the period

$

771

 

 

$

99

 

(Decrease) increase related to prior year positions

 

(34

)

 

 

17

 

Increase related to current year positions

 

709

 

 

 

655

 

Balance, end of the period

$

1,446

 

 

$

771

 

 

The reversal of the uncertain tax benefits would not impact the Company's effective tax rate as the Company continues to maintain a full valuation allowance against its deferred tax assets.

The Company files income tax returns in the United States, including California and Texas, Australia, Belgium, and China. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. All income tax returns will remain open for examination by the federal, state and foreign authorities for three or four years, from the date of utilization of any NOLs or credits.

Historical Timeline

Fiscal YearFiled
2025Mar 5, 2026Showing above
2024Mar 10, 2025
2023Mar 12, 2024
2022Mar 9, 2023
2021Mar 10, 2022
2020Mar 23, 2021

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.