BioAge Labs, Inc. Income Taxes Disclosure
Note 10. Income Taxes
No income tax expense or benefit has been recorded for the years ended December 31, 2025 or 2024. This is due to the establishment of a valuation allowance against the deferred tax assets generated during those periods. At December 31, 2025, the Company has concluded that it is more likely than not that the Company will not realize the benefit of its deferred tax assets due to its history of losses. Accordingly, the net deferred tax assets have been fully reserved.
The following were components of loss before income taxes:
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Pre-tax book loss |
|
|
|
|
|
|
||
Domestic |
|
$ |
(80,585 |
) |
|
$ |
(71,094 |
) |
Foreign |
|
|
(20 |
) |
|
|
(15 |
) |
Total pre-tax book loss |
|
$ |
(80,605 |
) |
|
$ |
(71,109 |
) |
A reconciliation of income tax benefit at the statutory federal income tax rate and income taxes as reflected in the consolidated financial statements as of December 31, 2025 and 2024 after the adoption of ASU 2023-09 is as follows (in thousands, except percentages):
|
|
For the Year Ended December 31, |
|
|||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||
|
|
Amount |
|
% of Pretax Losses |
|
|
Amount |
|
% of Pretax Losses |
|
||||
US federal statutory tax rate |
|
|
(16,927 |
) |
|
21.0 |
% |
|
|
(14,940 |
) |
|
21.0 |
% |
State and local income taxes, net of federal income tax effect |
|
|
(118 |
) |
|
0.1 |
% |
|
|
(326 |
) |
|
0.5 |
% |
Foreign tax effects |
|
|
|
|
|
|
|
|
|
|
||||
Australia |
|
|
|
|
|
|
|
|
|
|
||||
Statutory tax rate difference between Australia and United States |
|
|
(2 |
) |
|
0.0 |
% |
|
|
(1 |
) |
|
0.0 |
% |
Change in valuation allowance |
|
|
89 |
|
|
(0.1 |
)% |
|
|
4 |
|
|
0.0 |
% |
Other |
|
|
(83 |
) |
|
0.1 |
% |
|
|
— |
|
|
0.0 |
% |
Tax Credits |
|
|
|
|
|
|
|
|
|
|
||||
R&D Credits |
|
|
(2,408 |
) |
|
3.0 |
% |
|
|
(2,322 |
) |
|
3.3 |
% |
Change in valuation allowance |
|
|
18,364 |
|
|
(22.8 |
)% |
|
|
16,080 |
|
|
(22.6 |
)% |
Nontaxable or nondeductible items |
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
487 |
|
|
(0.6 |
)% |
|
|
599 |
|
|
(0.8 |
)% |
Change in unrecognized tax benefit |
|
|
572 |
|
|
(0.7 |
)% |
|
|
906 |
|
|
(1.3 |
)% |
Other adjustments |
|
|
26 |
|
|
(0.0 |
)% |
|
|
— |
|
|
— |
|
Effective tax rate |
|
|
— |
|
|
0.0 |
% |
|
|
— |
|
|
0.0 |
% |
Deferred tax asset and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for the years in which differences are expected to reverse.
Significant components of the Company’s deferred taxes as of December 31, 2025 and 2024 consisted of the following (in thousands):
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
|
43,966 |
|
|
|
22,830 |
|
General business credit |
|
|
10,375 |
|
|
|
8,063 |
|
Amortization of temporary difference |
|
|
3,903 |
|
|
|
2,461 |
|
Stock-based compensation |
|
|
3,797 |
|
|
|
1,863 |
|
Capitalized research and development expenses |
|
|
10,746 |
|
|
|
19,914 |
|
Lease liability |
|
|
616 |
|
|
|
43 |
|
Deferred revenue |
|
|
1,216 |
|
|
|
— |
|
Other |
|
|
1,081 |
|
|
|
947 |
|
Gross deferred tax assets |
|
|
75,700 |
|
|
|
56,121 |
|
Less: Valuation allowance |
|
|
(75,060 |
) |
|
|
(56,061 |
) |
Total deferred tax assets |
|
|
640 |
|
|
|
60 |
|
Deferred tax liabilities |
|
|
|
|
|
|
||
Fixed assets |
|
|
(25 |
) |
|
|
(18 |
) |
Right-of-use-asset |
|
|
(589 |
) |
|
|
(42 |
) |
Mark to market investments |
|
|
(26 |
) |
|
|
— |
|
Net deferred tax assets |
|
|
— |
|
|
|
— |
|
The Company has U.S. federal and state net operating loss carryforwards (“NOL”) of $204.1 million and $15.9 million, respectively, at December 31, 2025. Net operating loss carryforwards of $3.8 million and $13.5 million begin to expire in 2035 for federal and state income tax purposes respectively. Net operating loss carryforwards of $200.3 million and $2.4 million for federal and state income tax purposes respectively do not expire. The Company also has $0.4 million in foreign net operating loss carry forwards that do not expire. The Company has $9.0 million and $5.9 million in federal and state research and development credits, respectively, that begin to expire in 2038 for federal income tax purposes and that do not expire for state income tax purposes, respectively.
The Company recorded a 100% valuation allowance against the net deferred tax assets as of December 31, 2025 and 2024 because realization is not more likely than not based on available positive and negative evidence. The change in valuation allowance was $19.0 million and $17.0 million as of December 31, 2025 and 2024, respectively.
The Company incorporated a subsidiary in Australia in 2020. However, the company has minimal activity and as such, has no undistributed earnings.
The Company’s net operating losses and other tax attributes may be subject to limitation under Section 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended (the Code), if the Company has undergone an ownership change. An ownership change is generally defined as a greater than 50 percentage point change (by value) in equity ownership by certain stockholders or groups of stockholders over a three-year period. It is possible that the Company has undergone one or more ownership changes in the past or may undergo one in the future. An ownership change limits the Company’s ability to use pre-change net operating loss carryforwards and other pre-change tax attributes to offset post-change income. Similar provisions of state tax law may also apply to limit the use of state net operating losses and attributes.
On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (OBBBA), which includes several changes to U.S. federal income tax law, including temporary and permanent extension, of expiring provisions of the Tax Cuts and Jobs Act of 2017. Significant provisions for corporate taxpayers include permanent 100% bonus depreciation for qualified property, immediate expensing of domestic R&D expenditures, and changes to the limitation on business interest expense deductions under Section 163(j). During 2025, the Company expensed domestic Section 174 R&E costs as incurred. The OBBBA also allows the Company to fully expense previously capitalized costs. The Company has immediately expensed $60.5 million of domestic Section 174 costs resulting in a reclassification of $12.7 million net DTA from the capitalized R&D expenses DTA to the net operating loss DTA. The overall impact of the change to Section 174 does not materially impact the financial statements and has no impact on the net deferred tax assets and valuation allowance.
The Company has the following activity relating to the gross amount of unrecognized tax benefits (in thousands):
Balance as of December 31, 2023 |
|
2,483 |
|
Increases related to 2024 |
|
907 |
|
Balance as of December 31, 2024 |
|
3,390 |
|
Decrease related to prior periods |
|
(148 |
) |
Increases related to 2025 |
|
1,032 |
|
Balance as of December 31, 2025 |
|
4,274 |
|
As of December 31, 2025 and 2024, the Company had gross unrecognized tax benefits of $4.3 million and $3.4 million, respectively. None of the unrecognized benefit at December 31, 2025 would impact the effective tax rate if recognized.
The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. No amounts were accrued for the payment of interest and penalties as December 31, 2025 or 2024.
All years of the Company are open to examination by federal, state and foreign tax authorities. The Company has not been informed by any tax authorities for any jurisdiction that any of its tax years is under examination as of December 31, 2025.
The amount of cash income taxes paid by the Company during the years ended December 31, 2025 and 2024 was $0.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 24, 2026 | Showing above |
| 2024 | Mar 20, 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.