Banzai International, Inc. Income Taxes Disclosure
17. Income Taxes
Components of net loss before income taxes are as follows:
|
|
Year Ended December 31, |
|
|||||
Components of net loss before income taxes: |
|
2025 |
|
|
2024 |
|
||
United States |
|
$ |
(22,673,927 |
) |
|
$ |
(31,513,389 |
) |
Foreign |
|
|
242,469 |
|
|
|
— |
|
A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 for the year ended December 31, 2025 is as follows:
|
|
Amount |
|
|
% of Pretax Income |
|
||
US Federal Statutory Tax Rate |
|
$ |
(4,710,559 |
) |
|
|
21.00 |
% |
State and Local Income Taxes, Net of Federal Income Tax Effect |
|
|
— |
|
|
|
0.00 |
% |
Foreign Tax Effects |
|
|
|
|
|
|
||
United Kingdom |
|
|
|
|
|
|
||
Statutory tax rate difference between United Kingdom and United States |
|
|
9,699 |
|
|
|
-0.04 |
% |
Effect of Changes in Tax Laws or Rate Enacted in the Current Period |
|
|
|
|
|
|
||
Effect of Cross-Border Tax Laws |
|
|
18,900 |
|
|
|
-0.09 |
% |
Tax Credits |
|
|
|
|
|
|
||
R&D Credits |
|
|
(15,243 |
) |
|
|
0.07 |
% |
Change in valuation allowance |
|
|
3,149,702 |
|
|
|
-14.04 |
% |
Nontaxable or Nondeductible Items: |
|
|
|
|
|
|
||
Change in Fair Value Estimates |
|
|
(602,735 |
) |
|
|
2.76 |
% |
Loss on Conversion – 163(l) |
|
|
1,528,553 |
|
|
|
-6.81 |
% |
Stock Compensation Adjustments |
|
|
293,474 |
|
|
|
-1.34 |
% |
Other |
|
|
388,826 |
|
|
|
-1.79 |
% |
Effective tax rate |
|
$ |
60,617 |
|
|
|
-0.28 |
% |
A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate for the period ended December 31, 2024 consists of the following:
Statutory federal income tax benefit |
|
$ |
(6,617,812 |
) |
|
|
21.0 |
% |
State taxes, net of federal tax benefit |
|
|
(463,682 |
) |
|
|
1.5 |
% |
Change in valuation allowance |
|
|
2,968,883 |
|
|
|
-9.4 |
% |
Change in state tax rate |
|
|
16,101 |
|
|
|
-0.1 |
% |
Change in fair value estimates |
|
|
(107,489 |
) |
|
|
0.3 |
% |
Non-deductible interest – IRC 163(l) |
|
|
516,624 |
|
|
|
-1.6 |
% |
Non-deductible transaction/restructuring costs |
|
|
— |
|
|
|
0.0 |
% |
Loss on debt conversion and extinguishment |
|
|
2,935,747 |
|
|
|
-9.3 |
% |
Nondeductible warrant issuance expense |
|
|
— |
|
|
|
0.0 |
% |
Impairment of goodwill |
|
|
612,511 |
|
|
|
-1.9 |
% |
Other non-deductible expenses |
|
|
139,117 |
|
|
|
-0.5 |
% |
Effective tax rate |
|
$ |
— |
|
|
|
-0.1 |
% |
The components of income tax provision (benefit) are as follows:
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Current: |
|
|
|
|
|
|
||
Federal |
|
$ |
— |
|
|
$ |
— |
|
State |
|
|
— |
|
|
|
— |
|
Foreign |
|
|
214,398 |
|
|
|
— |
|
Total current |
|
|
214,398 |
|
|
|
— |
|
Deferred: |
|
|
|
|
|
|
||
Federal |
|
|
— |
|
|
|
— |
|
State |
|
|
— |
|
|
|
— |
|
Foreign |
|
|
(153,781 |
) |
|
|
— |
|
Total deferred |
|
|
(153,781 |
) |
|
|
— |
|
Total |
|
$ |
60,617 |
|
|
$ |
— |
|
The amounts of cash income taxes paid (received) by the Company for the year ended December 31, 2025 were as follows:
Federal |
|
$ |
— |
|
State and local |
|
|
— |
|
Foreign |
|
|
— |
|
Income taxes, net of amounts refunded |
|
$ |
— |
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows:
|
|
As of December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets (liabilities): |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
$ |
15,736,074 |
|
|
$ |
12,347,734 |
|
Contribution carryforwards |
|
|
8,803 |
|
|
|
23,718 |
|
Tax credits |
|
|
175,785 |
|
|
|
91,889 |
|
Stock-based compensation |
|
|
284,981 |
|
|
|
157,165 |
|
Accrual to cash adjustment |
|
|
— |
|
|
|
— |
|
Startup costs and other intangibles |
|
|
1,618,932 |
|
|
|
1,700,257 |
|
Acquired intangibles |
|
|
(1,953,499 |
) |
|
|
(870,569 |
) |
Lease liabilities |
|
|
13,030 |
|
|
|
16,339 |
|
Right-of-use assets |
|
|
(12,830 |
) |
|
|
(16,308 |
) |
Accrued expenses |
|
|
664,106 |
|
|
|
651,519 |
|
Capitalized R&D costs (Sec. 174) |
|
|
1,959,520 |
|
|
|
1,930,337 |
|
Other |
|
|
66,496 |
|
|
|
8,182 |
|
|
|
|
18,561,398 |
|
|
|
16,040,263 |
|
Valuation allowance |
|
|
(19,679,073 |
) |
|
|
(16,040,263 |
) |
Deferred tax assets (liabilities), net of allowance |
|
$ |
(1,170,469 |
) |
|
$ |
— |
|
As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $65,375,600 and $35,660,700, respectively. As of December 31, 2025 the company has no foreign net operating loss carryforwards. As of December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $50,966,400 and $28,244,800, respectively. Federal losses of $180,000 begin to expire in 2036 and $65,195,600 of the federal losses carryforward indefinitely. State losses of $22,175,100 begin to expire in 2031 and $13,485,600 of the state losses carryforward indefinitely. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions.
The Company has determined, based upon available evidence, that it is more likely than not that all of the U.S. net deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance against its U.S. net deferred tax asset. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments. During the period, the Company acquired its UK subsidiary, which generated intangible assets for U.S. GAAP, for which the Company has no tax basis in. Additionally, the UK company has historically generated taxable income, and has no positive evidence that would warrant a valuation allowance. As such, the Company has recorded a deferred
tax liability for its UK subsidiary. Also, none of the GAAP basis of Goodwill recorded in relation to the Vidello, Ltd. acquisition is deductible for tax purposes.
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). None of these provisions have a material impact on the Company’s 2025 income tax provision.
The Company has determined that it had no material uncertain tax benefits for the year ended December 31, 2025, and 2024. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in interest expense and penalties in operating expense. No amounts were accrued for the payment of interest and penalties at December 31, 2025, and 2024.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which they operate. In the normal course of business, the Company is subject to examination by federal, state, and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2025, the 2018 and subsequent tax years related to all US jurisdictions remain open.
The Company has no open tax audits with any taxing authority as of December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Apr 15, 2025 | |
| 2023 | Apr 1, 2024 | |
| 2022 | Mar 31, 2023 | |
| 2021 | Apr 1, 2022 | |
| 2020 | Mar 26, 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.