Bolt Biotherapeutics, Inc. Income Taxes Disclosure
13. Income Taxes
For financial reporting purposes, income (loss) before provision for income taxes, includes the following components (in thousands):
|
|
Years Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Domestic |
|
$ |
(31,885 |
) |
|
$ |
(63,118 |
) |
Foreign |
|
|
(1,491 |
) |
|
|
— |
|
Loss before income taxes |
|
$ |
(33,376 |
) |
|
$ |
(63,118 |
) |
The Company has not recorded any income tax expense for the years ended December 31, 2025 and 2024. Additionally, the Company has not paid any income taxes for the years ended December 31, 2025 and 2024, respectively.
A reconciliation of the Company’s effective tax rate and federal statutory tax rate is summarized as follows (in thousands):
|
|
Years Ended December 31, |
|
|||||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal income tax provision at statutory rate |
|
$ |
(7,009 |
) |
|
|
21.0 |
% |
|
$ |
(13,255 |
) |
|
|
21.0 |
% |
Foreign tax effects |
|
|
(161 |
) |
|
|
0.5 |
% |
|
|
— |
|
|
|
— |
% |
Tax credits: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
(513 |
) |
|
|
1.5 |
% |
|
|
(1,439 |
) |
|
|
2.3 |
% |
Change in valuation allowance |
|
|
6,571 |
|
|
|
(19.7 |
%) |
|
|
12,832 |
|
|
|
(20.3 |
%) |
Nontaxable or nondeductible items: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation |
|
|
620 |
|
|
|
(1.9 |
%) |
|
|
1,830 |
|
|
|
(2.9 |
%) |
Other |
|
|
492 |
|
|
|
(1.4 |
%) |
|
|
32 |
|
|
|
(0.1 |
%) |
Effective income tax rate |
|
$ |
— |
|
|
|
— |
% |
|
$ |
— |
|
|
|
— |
% |
State income taxes in California comprise the majority of the state income taxes, net of federal effect category for the years ended December 31, 2025 and 2024, respectively.
Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes are as follows (in thousands):
|
|
December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Net operating loss carryforward |
|
$ |
66,024 |
|
|
$ |
53,485 |
|
Research tax credits |
|
|
12,169 |
|
|
|
11,353 |
|
Capitalized research and development expenses |
|
|
21,547 |
|
|
|
27,436 |
|
Lease liability |
|
|
6,605 |
|
|
|
7,137 |
|
Stock-based compensation |
|
|
2,243 |
|
|
|
2,256 |
|
Reserves and accruals |
|
|
551 |
|
|
|
1,585 |
|
Intangible assets |
|
|
110 |
|
|
|
127 |
|
Total deferred tax assets |
|
|
109,249 |
|
|
|
103,379 |
|
Less valuation allowance |
|
|
(103,593 |
) |
|
|
(96,870 |
) |
Net deferred tax assets |
|
|
5,656 |
|
|
|
6,509 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
||
Right-of-use assets |
|
|
(5,532 |
) |
|
|
(6,159 |
) |
Property and equipment |
|
|
(73 |
) |
|
|
(311 |
) |
Prepaid assets |
|
|
(51 |
) |
|
|
(39 |
) |
Total deferred tax liabilities |
|
|
(5,656 |
) |
|
|
(6,509 |
) |
Net deferred tax assets |
|
$ |
— |
|
|
$ |
— |
|
A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered. The Company has established a full valuation allowance against the net deferred tax assets as of December 31, 2025 and 2024 due to historical losses and uncertainty surrounding the use of such assets. The valuation allowance increased by $6.7 million between December 31, 2025 and December 31, 2024 primarily due to the generation of operating losses.
As required under ASU 2023-09, the Company has included only the portion of the valuation allowance related to federal deferred tax assets in the "change in valuation allowance" line of the rate reconciliation. The following table presents a reconciliation of the total change in the valuation allowance (in thousands):
|
|
Years Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Balance at beginning of period |
|
$ |
96,870 |
|
|
$ |
83,680 |
|
Change charged to income tax expense |
|
|
6,723 |
|
|
|
13,190 |
|
Balance at end of period |
|
$ |
103,593 |
|
|
$ |
96,870 |
|
As of December 31, 2025, the Company has net operating loss, or NOL, carryforwards for federal and state income tax purposes of $294.6 million and $351.1 million, respectively. The federal NOL carryforwards generated prior to 2018 and state NOL carryforwards, if not utilized, will expire beginning in 2035. Federal NOL carryforwards aggregating $290.2 million are not subject to expiration.
The Company has research credit carryforwards for federal and state income tax purposes of approximately $12.3 million and $7.0 million, respectively, as of December 31, 2025. The federal credits begin to expire in 2038 and the state credits can be carried forward indefinitely.
Utilization of some of the federal and state NOL and credit carryforwards may be subject to annual limitations due to the change in ownership provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of NOL and credit carryforwards before utilization. The Company has performed a Section
382 study as of September 30, 2023 and expects approximately $2.8 million of federal research and development tax credits and $51.0 million of California NOL carryforwards to expire unused due to Section 382 limitations.
The Company files tax returns in the United States, California and various states. The Company is not currently under examination in any of these jurisdictions and all of the Company’s tax years remain effectively open to examination due to NOL carryforwards.
The Company recognizes a tax benefit from uncertain tax positions when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Due to the existence of the full valuation allowance, future changes in unrecognized tax benefits will not impact the Company’s effective tax rate.
The following table summarizes the activity in the Company’s gross unrecognized tax benefits (in thousands):
|
|
Years Ended December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Balance at beginning of period |
|
$ |
23,832 |
|
|
$ |
18,748 |
|
Decrease related to prior year positions |
|
|
— |
|
|
|
— |
|
Increase related to current year positions |
|
|
2,943 |
|
|
|
5,084 |
|
Balance at end of period |
|
$ |
26,775 |
|
|
$ |
23,832 |
|
During the years ended December 31, 2025 and 2024, no interest or penalties were required to be recognized relating for unrecognized tax benefits. In the event the Company should need to recognize interest and penalties related to unrecognized income tax liabilities, this amount will be recorded as an accrued liability and an increase to income tax expense.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 12, 2026 | Showing above |
| 2024 | Mar 24, 2025 | |
| 2023 | Mar 21, 2024 | |
| 2022 | Mar 29, 2023 | |
| 2021 | Mar 30, 2022 | |
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.