Note 11—Income taxes

The components of income before provision for income taxes are as follows:

 

 

 

2025

 

 

2024

 

Domestic

 

$

(30,051,977

)

 

$

(21,682,306

)

Net loss before income taxes

 

$

(30,051,977

)

 

$

(21,682,306

)

The components of the provision for income taxes are as follows:

 

 

 

2025

 

 

2024

 

Current provision

 

 

 

 

 

 

Federal

 

$

-

 

 

$

-

 

State

 

 

1,600

 

 

 

3,768

 

Total current provision

 

$

1,600

 

 

$

3,768

 

Deferred provision

 

 

 

 

 

 

Federal

 

 

-

 

 

 

-

 

State

 

 

-

 

 

 

-

 

Total current provision

 

$

-

 

 

$

-

 

Total provision for income taxes

 

$

1,600

 

 

$

3,768

 

 

The Company is subject to taxation in the United States both the federal level and within Florida and California. The Company is not currently under audit, and the statute of limitations for tax assessments, is three years at the federal law, four years in California, and five years in Florida.

 

Beginning in 2025 annual reporting , the Company adopted ASU 2023-09 prospectively. See Note 1 - Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements for additional details on the adoption of ASU 2023-09. A reconciliation of the U.S. federal statutory income tax rate to our effective tax rate pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows:

 

 

 

Year Ended December 31, 2025

 

U.S. federal statutory income tax rate

 

$

(6,320,827

)

 

 

21.00

%

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

 

 

1,600

 

 

 

-0.01

%

Tax credits

 

 

 

 

 

 

Research and development tax credits

 

 

(380,513

)

 

 

1.26

%

Nontaxable or nondeductible items

 

 

 

 

 

 

Transaction costs

 

 

613,777

 

 

 

-2.04

%

Other

 

 

28,441

 

 

 

-0.09

%

Change in valuation allowance

 

 

(74,020,868

)

 

 

245.93

%

Other adjustments

 

 

 

 

 

 

Deferred only - Stock compensation

 

 

751,167

 

 

 

-2.50

%

Deferred only - Accrued Expenses

 

 

325,657

 

 

 

-1.08

%

Deferred only - NOL Write off

 

 

60,615,597

 

 

 

-201.39

%

Deferred only - R&D Credit Write off

 

 

18,354,397

 

 

 

-60.98

%

Other

 

 

33,172

 

 

 

-0.11

%

Effective tax rate

 

$

1,600

 

 

 

-0.01

%

(1) California and Florida account for 100% of the tax effect in this category

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate for the year ended December 31, 2024 were as follows

 

 

 

2024

 

U.S. statutory rate

 

 

21.00

%

State taxes, net of federal

 

 

4.33

%

Change in valuation allowance

 

 

1.65

%

Return to provision - 2023 Tax Free Reorganization

 

 

-18.89

%

Return to provision - Other

 

 

-0.46

%

R&D Credit

 

 

-1.65

%

Other permanent differences

 

 

-6.00

%

Effective tax rate

 

 

-0.02

%

 

Cash paid for income taxes, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 is as follows:

 

 

 

2025

 

Federal

 

$

-

 

State

 

 

 

California

 

 

-

 

Florida

 

 

-

 

Cash paid for income taxes, net of refunds received

 

$

-

 

 

The table below presents the effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities as of December 31, 2025 and 2024:

 

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

94,384,902

 

 

$

25,098,126

 

Stock compensation expense

 

 

2,718,674

 

 

 

2,467,541

 

Accrued payroll

 

 

373,904

 

 

 

294,420

 

Section 174 R&D

 

 

7,641,344

 

 

 

6,172,416

 

Intangible assets

 

 

68,217

 

 

 

26,272

 

Lease liability

 

 

123,234

 

 

 

51,334

 

Depreciation

 

 

27,357

 

 

 

94,926

 

Capital loss carryforward

 

 

10,996,460

 

 

 

10,889,722

 

R&D credits

 

 

6,698,028

 

 

 

1,451,300

 

Other

 

 

72

 

 

 

 

Total gross deferred tax assets

 

$

123,032,192

 

 

$

46,546,057

 

Less valuation allowance

 

 

(120,371,653

)

 

 

(46,494,883

)

Net deferred tax assets

 

$

2,660,539

 

 

$

51,174

 

Deferred tax liabilities

 

 

 

 

 

 

IPR&D

 

$

(2,764,186

)

 

$

-

 

Accrued expense

 

 

-

 

 

 

(697

)

ROU asset

 

 

(94,272

)

 

 

(50,477

)

Total deferred tax liabilities

 

$

(2,858,458

)

 

$

(51,174

)

Total deferred tax assets / (liabilities)

 

$

(197,919

)

 

$

-

 

 

 

 

 

 

 

 

 

 

The Company has Federal and State net operating loss (“NOLs”) carryforwards of approximately $416.4 million and $154.9 million, respectively, as of December 31, 2025 and 2024. $334.2 million in federal NOLs were generated in tax years beginning prior to January 1, 2018 and can be deducted at 100% of income, some of these NOLs start to expire in 2026. The remaining Federal NOLs of $82.2 million were generated in tax years beginning on or after January 1, 2018 and have an infinite carryforward period but are subject to 80% deduction limitation based upon pre-NOL deduction taxable income. State NOLs generated have various expiration rules and dates with the first amount of NOLs expiring in 2027.

 

The utilization of the Company’s net operating loss carryforwards and research tax credit carryovers could be subject to annual limitations under Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state tax provisions, due to ownership change limitations that may have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383 of the Code, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percent points over a three-year period.

 

The Company has approximately $0.2 million of federal and state deferred tax liabilities which the Company expects will be a future source of income for which deferred tax benefit can be recognized in the U.S. After consideration of this income source, the Company has net deferred tax assets of $123.0 million before considering the valuation allowance.

 

The Company has completed a scheduling exercise to demonstrate the timing of the reversal of its taxable temporary differences to ensure they will reverse in a period in which the deferred tax assets are available to be utilized. Based on this analysis, the Company concluded that federal and deferred tax assets would be available to be utilized in all such periods with the exception of certain tax years where an IPR&D related taxable difference is expected to generate future taxable income. Accordingly, a deferred tax liability has been recorded for the expected amount of deferred tax liabilities that cannot be offset by deferred tax assets.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2025 and 2024.

 

The Company performed a comprehensive review of its portfolio of uncertain tax positions in accordance with recognition standards established by GAAP. In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return or planned to be taken in a future tax return that has not been reflected in measuring income tax expense for financial reporting purposes. The Company has determined that it does not have any material uncertain tax positions. The Company has not recorded any interest or penalties related to any uncertain tax positions in the consolidated statement of operations.

 

On July 4, 2025, the One Big Beautiful Act ("OBBBA") was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provision of the Tax Cuts and Jobs Act, modification to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and other implemented through 2027. The Company does not anticipate the bill will have a material impact on the financial statements.

Historical Timeline

Fiscal YearFiled
2025Mar 31, 2026Showing above
2024Mar 31, 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.