Boundless Bio, Inc. Income Taxes Disclosure
Income Tax Expense
For the years ended December 31, 2025 and 2024, the Company’s pre-tax loss was entirely domestic. The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective January 1, 2025. See Note 1 for additional information regarding the adoption of this standard.
The reconciliation of income taxes computed at the federal statutory rate to the Company’s effective income tax rate for the year ended December 31, 2025, prepared in accordance with ASC 740 as amended by ASU 2023-09, is as follows (in thousands, except percentages):
|
|
Year Ended December 31, 2025 |
|
|||||
|
|
Amount |
|
|
% |
|
||
Income tax computed at the federal statutory tax rate |
|
$ |
(12,221 |
) |
|
21.0% |
|
|
Tax credits |
|
|
(1,220 |
) |
|
|
2.1 |
|
Change in valuation allowance |
|
|
11,966 |
|
|
|
(20.6 |
) |
Nontaxable or nondeductible items |
|
|
|
|
|
|
||
Other non-deductible permanent items |
|
|
(93 |
) |
|
|
0.2 |
|
Limitation on officer compensation |
|
|
425 |
|
|
|
(0.7 |
) |
Stock compensation |
|
|
1,142 |
|
|
|
(2.0 |
) |
Other |
|
|
1 |
|
|
|
— |
|
Income tax expense (benefit) |
|
$ |
— |
|
|
—% |
|
|
The reconciliation of income taxes computed at the federal statutory rate to the Company’s effective income tax rate for the year ended December 31, 2024 (prior to adoption of ASU 2023-09) was as follows (in thousands, except percentages):
|
|
Year Ended December 31, 2024 |
|
|||||
|
|
Amount |
|
|
% |
|
||
Income tax computed at the federal statutory tax rate |
|
$ |
(13,726 |
) |
|
21.0% |
|
|
State and local income taxes, net of federal benefit |
|
|
(4,126 |
) |
|
|
6.3 |
|
Tax credits |
|
|
(4,347 |
) |
|
|
6.7 |
|
Change in valuation allowance |
|
|
20,544 |
|
|
|
(31.5 |
) |
Other permanent differences |
|
|
(31 |
) |
|
|
— |
|
Stock compensation |
|
|
607 |
|
|
|
(0.9 |
) |
Uncertain tax position |
|
|
1,065 |
|
|
|
(1.6 |
) |
Other |
|
|
14 |
|
|
|
— |
|
Income tax expense (benefit) |
|
$ |
— |
|
|
—% |
|
|
The majority of our domestic operations are located in the state of California. The Company paid no federal, state, or foreign income taxes, net of refunds received, during the years ended December 31, 2025 and 2024.
As of December 31, 2025, the Company has not recorded any current or deferred federal, state, or foreign income tax expense or benefit due to its full valuation allowance against deferred tax assets.
Deferred Tax Assets and Liabilities
Significant components of deferred tax assets and liabilities as of December 31, 2025 and 2024 were as follows (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
$ |
45,574 |
|
|
$ |
27,618 |
|
Research tax credits |
|
|
10,124 |
|
|
|
8,313 |
|
Lease liability |
|
|
13,769 |
|
|
|
13,335 |
|
Capitalized R&D |
|
|
15,726 |
|
|
|
20,155 |
|
Intangible assets |
|
|
39 |
|
|
|
44 |
|
Other, net |
|
|
2,268 |
|
|
|
2,637 |
|
Total deferred tax assets |
|
|
87,500 |
|
|
|
72,102 |
|
Less valuation allowance |
|
|
(75,150 |
) |
|
|
(58,844 |
) |
Net deferred tax assets |
|
|
12,350 |
|
|
|
13,258 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
||
ROU asset |
|
|
(12,259 |
) |
|
|
(13,169 |
) |
Property and equipment |
|
|
(91 |
) |
|
|
(89 |
) |
Total deferred tax liabilities |
|
|
(12,350 |
) |
|
|
(13,258 |
) |
Net deferred tax assets |
|
$ |
— |
|
|
$ |
— |
|
Valuation Allowance
Activity in the valuation allowance for the years ended December 31, 2025 and 2024 was as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Balance, beginning of period |
|
|
58,844 |
|
|
|
38,323 |
|
Charged to federal income tax expense |
|
|
11,966 |
|
|
|
14,047 |
|
Charged to state income tax expense |
|
|
4,324 |
|
|
|
6,497 |
|
Charged (credited) to other comprehensive loss |
|
|
16 |
|
|
|
(23 |
) |
Balance, end of period |
|
|
75,150 |
|
|
|
58,844 |
|
Net Operating Loss and Credit Carryforwards
The Company has established a full valuation allowance against its net deferred tax assets due to uncertainty regarding realization. In assessing the need for a valuation allowance, management considered the Company’s history of cumulative pre-tax losses, the lack of sufficient taxable income in prior carryback periods, the limited existence of taxable temporary differences, and the uncertainty surrounding future taxable income.
During 2025 and 2024, total deferred tax assets, net of deferred tax liabilities, increased by approximately $16.3 million and $20.5 million, respectively. Due to the full valuation allowance position, the Company’s valuation allowance increased by a corresponding amount in each period.
As of December 31, 2025 and 2024, federal net operating loss (“NOL”) carryforwards, state NOL carryforwards, and research and development tax credit carryforwards consisted of the following (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Federal NOL carryforwards |
|
$ |
161,402 |
|
|
$ |
91,864 |
|
State NOL carryforwards |
|
$ |
231,270 |
|
|
$ |
183,313 |
|
Federal research and development tax credit carryforwards |
|
$ |
9,294 |
|
|
$ |
7,667 |
|
State research tax credit carryforwards |
|
$ |
5,850 |
|
|
$ |
4,853 |
|
Federal net operating loss carryforwards are subject to potential limitations under Section 382 of the Internal Revenue Code of 1986, as amended (“IRC”). Certain state NOL carryforwards begin to expire in 2038. Federal research tax credits begin to expire in 2040, while unused state credits carry forward indefinitely.
Section 382 Limitations
Pursuant to IRC Sections 382 and 383, the Company’s ability to use its NOL and research tax credit carryforwards to offset future taxable income may be limited if the Company experiences a cumulative change in ownership of more than 50% within a three-year testing period. The Company has not completed an ownership change analysis pursuant to IRC Section 382. If ownership changes within the meaning of IRC Section 382 are identified as having occurred, the amount of NOL and research tax carryforwards available to offset future taxable income and income tax liabilities in future years may be significantly reduced, restricted, or eliminated. The Company has also not performed a formal research and development credit study with respect to these credits. As such, the amount of such credits may be reduced in the future should the Company complete such a study. Moreover, deferred tax assets associated with such NOLs and research tax credits could be significantly reduced upon realization of an ownership change within the meaning of IRC Section 382.
Recent Tax Legislation
On July 4, 2025, the reconciliation bill commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA includes a broad range of tax reform provisions affecting U.S. corporate income taxation. Certain provisions became effective beginning in 2025, including an elective deduction for domestic research and development expenditures, reinstatement of 100% first-year bonus depreciation, and repeal of the fiscal year-end requirement for certain non-U.S. corporations. Other provisions of the OBBBA will become effective in 2026 and subsequent years, including a more favorable tax rate applicable to Foreign-Derived Deduction Eligible Income and income from non-U.S. subsidiaries (Net CFC Tested Income).
Due to the Company’s full valuation allowance on deferred tax assets, the enactment of the OBBBA did not have a material impact on the Company’s financial statements for the year ended December 31, 2025, other than the reclassification of certain deferred tax assets and liabilities.
There are no accruals for interest or tax penalties in the accompanying balance sheets, and the Company has not recognized any such interest or tax penalties in the accompanying statements of operations and comprehensive loss. Although it is not currently under a tax examination, all of the Company’s tax years remain open to audit in all of the tax jurisdictions in which it operates due to the Company’s net operating losses carryforwards.
Uncertain Tax Benefits
Activity related to the Company’s gross unrecognized tax benefits for the years ended December 31, 2025 and 2024 was as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Balance at beginning of period |
|
$ |
9,212 |
|
|
$ |
8,048 |
|
Increase related to current year positions |
|
|
656 |
|
|
|
1,164 |
|
Balance at the end of the year |
|
$ |
9,868 |
|
|
$ |
9,212 |
|
The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties.
The Company is not currently under examination by any taxing authority. Due to the existence of net operating loss carryforwards, all tax years remain open to examination in the jurisdictions in which the Company operates.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 9, 2026 | Showing above |
| 2024 | Mar 27, 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.