10. Income Taxes

The components of earnings (loss) before income taxes for the year ended December 31 is as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Federal

 

$

(29,562

)

 

$

(13,700

)

State

 

 

 

 

 

 

Total current

 

$

(29,562

)

 

$

(13,700

)

 

 

 

 

 

 

 

The Company had no provision for income taxes for the years ended December 31, 2025 and December 31, 2024.

The actual income tax provision (benefit) differs from the amount computed using the federal statutory rate as follows (in thousands):

 

 

 

Year Ended December 31, 2025

 

 

 

Amount

 

 

Percent

 

U.S. federal statutory tax rate

 

$

(6,208

)

 

 

21.0

%

State and local income taxes, net of federal income tax effect (1)

 

 

(27

)

 

 

0.1

%

Tax credit

 

 

 

 

 

 

Research and development tax credits

 

 

(1,030

)

 

 

3.5

%

Change in valuation allowance

 

 

4,016

 

 

 

-13.6

%

Nontaxable or nondeductible items

 

 

 

 

 

 

Mark-to-market warrants

 

 

1,260

 

 

 

-4.3

%

Equity compensation

 

 

1,249

 

 

 

-4.2

%

Other

 

 

153

 

 

 

-0.5

%

Changes in un recognized tax benefits

 

 

338

 

 

 

-1.1

%

Other adjustments

 

 

249

 

 

 

-0.9

%

Effective tax rate

 

$

 

 

 

0.0

%

(1) State taxes in California made up the majority (greater than 50%) of the tax effect in this category.

The effective tax rate of the Company provision (benefit) for income taxes differs from the federal statutory rate as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

 

2024

 

 

2023

 

 

Tax computed at federal statutory rate

 

$

(2,877

)

 

$

(7,214

)

 

State tax, net of federal tax benefit

 

 

611

 

 

 

1

 

 

Permanent differences

 

 

(166

)

 

 

50

 

 

Mark-to-market warrants

 

 

(1,993

)

 

 

(665

)

 

Research and development tax credits, net of uncertain tax positions

 

 

(1,050

)

 

 

(705

)

 

Valuation allowance

 

 

5,475

 

 

 

8,534

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

$

 

 

$

1

 

 

The difference between the Company's effective tax rate and the 21.0% United States federal statutory rate for the year ended December 31, 2025 is primarily related to the change in valuation allowance on the Company's net deferred tax assets, the change in fair value of warrant liabilities, research and development tax credits, changes in unrecognized tax benefits under ASC 740-10, state and local income taxes net of federal benefit primarily attributable to California, and other nondeductible items.

The difference between the Company's effective tax rate and the 21.0% U.S. federal statutory rate for the year ended December 31, 2024 is primarily related to the change in valuation allowance on the Company's net deferred tax assets, mark-to-market adjustments on warrant liabilities, research and development tax credits net of uncertain tax positions, state and local income taxes net of federal benefit, and permanent differences.

The Company had no cash paid for income taxes, net of refunds received, for the year ended December 31, 2025.

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. Significant components of deferred tax assets (liabilities) are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

66,333

 

 

$

62,407

 

Intangible assets

 

 

10,540

 

 

 

10,356

 

Tax credit carry forwards

 

 

14,330

 

 

 

13,506

 

Stock compensation

 

 

1,394

 

 

 

2,026

 

Accrued compensation

 

 

65

 

 

 

180

 

Total deferred tax assets

 

 

92,662

 

 

 

88,475

 

Deferred tax liabilities

 

 

 

 

 

 

Fixed assets

 

 

(11

)

 

 

(15

)

Total deferred tax liabilities

 

 

(11

)

 

 

(15

)

Total net deferred tax assets

 

 

92,651

 

 

 

88,460

 

Less: valuation allowance

 

 

(92,651

)

 

 

(88,460

)

Net deferred taxes

 

$

 

 

$

 

The Company provided a full valuation allowance on the net deferred tax asset because management has determined that it is more-likely-than-not that the Company will not earn income sufficient to realize the deferred tax assets during the carryforward period. As of December 31, 2025, the Company has federal net operating loss carryforwards available of approximately $315.4 million to offset future taxable income, if any, for federal income tax purposes. The federal and state NOLs expire beginning in 2026. The Company has $240.8 million of post 2017 federal NOL carryforwards that carry forward indefinitely..

As of December 31, 2025, the Company has federal and state research and development credit carryforwards available of approximately $14.3 million and $3.3 million, respectively. Federal research and development carryforwards expire beginning in 2027. State research and development carryforwards do not expire.

Pursuant to Internal Revenue Code of 1986, as amended (the “IRC”) specifically by IRC §382, the Company’s ability to use net operating loss carryforwards to offset future taxable income is 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 remaining tax attribute carryforwards available to offset future taxable income and income tax expense in future years may be significantly reduced. Any limitation may result in the expiration of a portion of the NOL carryforwards before utilization.

The change in the Company’s unrecognized tax benefits is summarized as follows (in thousands):

 

 

 

 

Balance at December 31, 2023

 

$

11,080

 

Increase related to current year tax positions

 

 

334

 

Additions for tax positions of prior years

 

 

68

 

Balance at December 31, 2024

 

$

11,482

 

Additions based on tax positions related to the current year

 

 

345

 

Additions based on tax provisions of prior years

 

 

2,906

 

Reductions for tax positions of prior years

 

 

(9,560

)

Balance at December 31, 2025

 

$

5,173

 

The Company accounts for uncertainty in income taxes in accordance with ASC 740 Income Taxes. Tax positions are evaluated in a two-step process, whereby the Company first determines whether it is more likely than not that a tax position will be sustained upon examination by the tax authority, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

The Company recognizes a tax benefit from an uncertain tax position 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. Income tax positions must meet a more likely than not recognition threshold to be recognized. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest and penalties and has not recognized interest and/ or penalties in the statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024. Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement. Adjustments may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitations barring an assessment for an issue.

As of December 31, 2025, and 2024, unrecognized tax benefits associated with uncertain tax positions was approximately $4.5 million and $11.8 million respectively. If recognized, this would affect the effective tax rate, subject to valuation allowance. As of December 31, 2025, the Company did not recognize any interest and penalties associated with unrecognized tax benefits. Due

to net operating losses incurred, tax years from inception remain open to examination by the Federal and State taxing jurisdictions to which we are subject. The Company is not currently under Internal Revenue Services (“IRS”), state or local tax examination.

Historical Timeline

Fiscal YearFiled
2025Mar 3, 2026Showing above
2024Mar 27, 2025
2023Mar 28, 2024
2022Mar 9, 2023
2021Mar 11, 2022
2020Mar 5, 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.