Beta Bionics, Inc. Income Taxes Disclosure
During the years ended December 31, 2025 and 2024, the Company did record income tax benefits for the net operating losses (“NOLs”) incurred or for the research and development tax credits generated in each year, due to its uncertainty of realizing a benefit from those items. The Company does not have any foreign operations and therefore has not provided for any foreign income taxes. Cash paid for income taxes, net of refunds, was not material for the years ended December 31, 2025 and 2024 and was paid in the United States.
A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:
|
|
Year Ended December 31, |
||||||||||||||
|
|
2025 |
|
2024 |
||||||||||||
|
|
Amount |
|
Percentage |
|
Amount |
|
Percentage |
||||||||
|
|
(in thousands) |
|
|
|
|
|
(in thousands) |
|
|
|
|
||||
Income taxes (benefit) at statutory federal rate |
|
$ |
(15,301 |
) |
|
21.0 |
|
% |
|
$ |
(11,514 |
) |
|
21.0 |
|
% |
State and local income taxes, net of federal benefit(1) |
|
|
(195 |
) |
|
0.3 |
|
% |
|
|
(105 |
) |
|
0.2 |
|
% |
Tax credits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
(1,754 |
) |
|
2.4 |
|
% |
|
|
(1,074 |
) |
|
2.0 |
|
% |
Changes in valuation allowance |
|
|
11,874 |
|
|
(16.3 |
) |
% |
|
|
8,199 |
|
|
(15.0 |
) |
% |
Nontaxable or nondeductible items |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on revaluation of warrant liability |
|
|
2,614 |
|
|
(3.6 |
) |
% |
|
|
2,817 |
|
|
(5.1 |
) |
% |
Stock based compensation |
|
|
(927 |
) |
|
1.3 |
|
% |
|
|
1,146 |
|
|
(2.1 |
) |
% |
Officer's compensation |
|
|
2,841 |
|
|
(3.9 |
) |
% |
|
|
— |
|
|
— |
|
% |
Other |
|
|
316 |
|
|
(0.4 |
) |
% |
|
|
203 |
|
|
(0.4 |
) |
% |
Changes in unrecognized tax benefits |
|
|
546 |
|
|
(0.7 |
) |
% |
|
|
320 |
|
|
(0.6 |
) |
% |
Other Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
(14 |
) |
|
0.0 |
|
% |
|
|
8 |
|
|
(0.0 |
) |
% |
Provision / (benefit) for income taxes |
|
$ |
— |
|
|
— |
|
% |
|
$ |
— |
|
|
— |
|
% |
The Company’s net deferred tax assets consisted of the following:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Deferred tax assets: |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
$ |
54,762 |
|
|
$ |
39,470 |
|
Capitalized research and development expenditures |
|
|
8,205 |
|
|
|
10,728 |
|
Research and development credit carryforwards |
|
|
7,609 |
|
|
|
5,425 |
|
Stock-based compensation |
|
|
1,484 |
|
|
|
2,892 |
|
Lease liability |
|
|
1,751 |
|
|
|
1,687 |
|
Accruals and other temporary differences |
|
|
3,336 |
|
|
|
2,429 |
|
Total deferred tax assets |
|
|
77,147 |
|
|
|
62,631 |
|
Valuation Allowance |
|
|
(75,307 |
) |
|
|
(61,023 |
) |
Deferred tax assets |
|
|
1,840 |
|
|
|
1,608 |
|
|
|
|
|
|
|
|
||
Deferred tax liabilities: |
|
|
|
|
|
|
||
Operating lease right-of-use asset |
|
|
(1,589 |
) |
|
|
(1,545 |
) |
Other |
|
|
(251 |
) |
|
|
(63 |
) |
Total deferred tax liabilities |
|
|
(1,840 |
) |
|
|
(1,608 |
) |
Net deferred tax assets |
|
$ |
— |
|
|
$ |
— |
|
As of December 31, 2025, the Company had U.S. federal net operating loss carryforwards of $240.8 million, which may be available to reduce future taxable income, of which $11.5 million expire at various dates beginning in 2035 while the remaining $229.3 million do not expire but are limited in their usage to an annual deduction equal to 80% of annual taxable income. In addition, as of December 31, 2025, the Company had state net operating loss carryforwards of $65.4 million, which may be available to reduce future taxable income, of which $58.8 million expire at various dates beginning in 2029, while $6.6 million do not expire. As of December 31, 2025, the Company also had U.S. federal and state research and development tax credit carryforwards of $5.8 million and $4.6 million, respectively, which may be available to reduce future tax liabilities and expire at various dates beginning in 2036 and 2032, respectively, with $4 million of state research and development tax credits carrying forward indefinitely.
Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities. 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. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before their utilization.
The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception, results of recent commercial operations, and projected future taxable income and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the net deferred tax assets as of December 31, 2025 and 2024. Management reevaluates the positive and negative evidence at each reporting period.
Changes in the valuation allowance for deferred tax assets related primarily to the increase in net operating loss carryforwards and research and development tax credit carryforwards and were as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Valuation allowance as of beginning of year |
|
$ |
61,023 |
|
|
$ |
51,903 |
|
Increases |
|
|
14,284 |
|
|
|
9,120 |
|
Valuation allowance as of end of year |
|
$ |
75,307 |
|
|
$ |
61,023 |
|
The changes in the Company’s unrecognized tax benefits are summarized as follows:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(in thousands) |
|
|||||
Beginning balance |
|
$ |
1,401 |
|
|
$ |
1,053 |
|
Increases related to current year tax positions |
|
|
568 |
|
|
|
348 |
|
Ending balance |
|
$ |
1,969 |
|
|
$ |
1,401 |
|
As of December 31, 2025 and 2024, the Company had unrecognized tax benefits of $2.0 million and $1.4 million, respectively, none of which would affect the effective tax rate due to the existence of the valuation allowance. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s statements of operations and comprehensive loss.
The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. As of December 31, 2025 and 2024, there were no pending tax examinations. The Company is open to future tax examination under statute by the IRS from 2022 to present and by most state tax authorities from 2021 to present. However, to the extent allowed by law, the taxing authorities may have the right to examine periods where NOLs and research and development credits were generated and carried forward, and make adjustments to the amount of the NOL and research credits carryforwards.
On July 4, 2025, the U.S. President signed into law H.R.1, the legislation commonly known as the One Big Beautiful Bill (OBBB). This legislation extended, modified, or made permanent many of the tax provisions which were initially enacted as part of the Tax Cuts and Jobs Act (TCJA) of 2017. The OBBB contains a number of tax provisions including, but not limited to, immediate expensing of domestic research and experimental expenditures. These tax provisions apply to either tax years beginning after December 31, 2024 or December 31, 2025. The Company has reflected the effect of OBBB within the provision for income taxes and the deferred taxes as of December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Mar 25, 2025 | |
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.