Immuneering CorpIMRX
Immuneering Corp Income Taxes Disclosure
Income Taxes
The Company's effective tax rate for the periods ended December 31, 2025 and 2024 were 0% and 0%, respectively. For the each of the periods ended December 31, 2025 and December 31, 2024, the primary drivers of the variance from the statutory rate were state taxes, research and development tax credits, and valuation allowance.
The following table is a reconciliation of our effective income tax rate to the statutory federal income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09:
| 2025 | |||||||||||
| Amount | Rate | ||||||||||
| Statutory federal income tax rate | $ | (11,765,229) | 21.0 | % | |||||||
| State tax, net of federal benefit | (1,482,617) | 2.6 | % | ||||||||
| Permanent differences | 195,882 | (0.3) | % | ||||||||
| Federal research and development credits | (2,281,572) | 4.1 | % | ||||||||
| Uncertain tax positions | 228,157 | (0.4) | % | ||||||||
| Other differences | 721,665 | (1.3) | % | ||||||||
| Change in valuation allowance | 14,383,714 | (25.7) | % | ||||||||
| Effective income tax rate | $ | — | — | % | |||||||
The following table is a reconciliation of our effective income tax rate to the statutory federal income tax rate for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09:
| 2024 | |||||
| Statutory federal income tax rate | 21.0 | % | |||
| State tax, net of federal benefit | 1.9 | % | |||
| Permanent differences | (0.9) | % | |||
| Federal research and development credits | 6.4 | % | |||
| Uncertain tax positions | (0.6) | % | |||
| Other differences | (2.0) | % | |||
| Change in valuation allowance | (25.8) | % | |||
| Effective income tax rate | — | % | |||
As of December 31, 2025 and 2024, the components and tax effects of each type of item that gave rise to the net deferred tax assets were as follows:
| 2025 | 2024 | ||||||||||
| Deferred tax assets: | |||||||||||
| Stock-based compensation expense | $ | 2,341,582 | $ | 855,125 | |||||||
| Research expenses | 17,055,222 | 22,286,355 | |||||||||
| Accrued Bonus | 716,509 | 668,229 | |||||||||
| R&D credit carryforward | 13,443,643 | 10,228,771 | |||||||||
| NOL carryforward | 40,134,991 | 25,300,681 | |||||||||
| Gross deferred tax assets | 73,691,947 | 59,339,161 | |||||||||
| Valuation allowance | (73,378,421) | (58,994,707) | |||||||||
| Net deferred tax assets | 313,526 | 344,454 | |||||||||
| Net deferred tax liabilities: | |||||||||||
| Prepaid expenses deducted for tax | (118,097) | (139,736) | |||||||||
| Right-of-use | (109,888) | (108,976) | |||||||||
| Tax depreciation in excess of book | (67,745) | (95,742) | |||||||||
| Unrealized Gain/Loss | (17,796) | — | |||||||||
| Total deferred tax liabilities | (313,526) | (344,454) | |||||||||
| Net deferred taxes | $ | — | $ | — | |||||||
Federal net operating losses (“NOL”) generated in tax years ended after December 31, 2017 are limited to 80% of taxable income, only carried forward and carried forward indefinitely under the Internal Revenue Code of 1986, as amended (the “IRC”). There was no income tax expense or benefit in 2025. The Company has provided a valuation allowance for the full amount of the net deferred tax assets as, based on all available evidence, it is considered more likely than not that all the recorded deferred tax assets will not be realized in a future period. For the period ended December 31, 2025, the Company's federal, state post-apportioned, and foreign net operating loss carryforwards are approximately $174.8 million, $56.7 million, and $0, respectively. Of the federal amount, $174.8 million is expected to have an indefinite carryforward period. Of the state post-apportioned amount, $56.7 million is expected to have a limited carryforward period that will begin to expire in 2038 For the period ended December 31, 2025, the Company's federal, state, and foreign tax credit carryforwards are approximately $12.0 million, $3.7 million, and $0, respectively. All tax credits are expected to have a limited carryforward period that will begin to expire in 2038.
In accordance with Section 382 and Section 383 of the IRC, utilization of the NOL and tax credit carryforwards may be subject to limitations based on prior or future ownership changes. Additionally, after weighing all available positive and negative evidence for the period ended December 31, 2025, the Company has recorded a valuation allowance of approximately $73.4 million.
As the Company has not yet achieved profitable operations, management believes the tax benefits as of December 31, 2025 did not satisfy the realization criteria set forth in ASC Topic 740, Income Taxes and, therefore, has recorded a full valuation allowance for the entire deferred tax asset. The valuation allowance increased in 2025 by $14.4 million due to the increase in the deferred tax assets by approximately the same amount, primarily due to NOL and research and development expenses.
Utilization of the U.S. net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 of the IRC, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company has not conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of control, as defined by Section 382, at any time since inception, utilization of the net operating loss carryforwards or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. Further, until a study is completed by the Company and any limitation is known, no amounts are being presented as an uncertain tax position.
The Company is subject to income tax in multiple jurisdictions, including federal, state, and city jurisdictions. The Company has federal, state, and city income tax returns that are open to examination from 2023, 2024, and 2025 forward, respectively. In addition, the utilization of tax carryforwards from periods prior to those previously mentioned may also be audited by taxing authorities once utilized.
As a result, the Company continuously monitors its current and prior filing positions in order to determine if any unrecognized tax positions need to be recorded. The analysis involves considerable judgment and is based on the information available to the Company.
As of December 31, 2025 and December 31, 2024, the Company had uncertain tax positions of $1.5 million and $1.1 million, respectively. The Company has classified the unrecognized tax benefits as reductions of its tax carryforwards. The Company has elected to recognize interest and penalties related to income tax matters as a component of income tax expense, of which no interest or penalties were recorded for the years ended December 31, 2025 and 2024.
As of December 31, 2025 and December 31, 2024, unrecognized tax benefits were as follows:
| 2025 | 2024 | ||||||||||
| Beginning balance | $ | 1,136,528 | $ | 699,527 | |||||||
| Increase due to current year tax position | 357,208 | 437,001 | |||||||||
| Ending balance | $ | 1,493,736 | $ | 1,136,528 | |||||||
The Company has not accrued any interest expense or penalties related to the unrecognized tax benefits for the periods ended December 31, 2025 and 2024. The Company calculated interest and penalties to be immaterial since no NOLs or federal tax credits have been utilized.
The Company files tax returns in the United States including without limitation in: California, New York, Florida, New Jersey and Massachusetts. All tax years from 2018 to 2024 remain open to examination by the major taxing jurisdictions to which the Company is subject, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service (“IRS”) or other authorities if they have or will be used in a future period. The Company is not to its knowledge currently under examination by the IRS or in any other jurisdictions for any tax years.
The Company made no income tax payments and received no income tax refunds during the year ended December 31, 2025. All payments made to taxing authorities were for non-income based tax liabilities and were outside the scope of ASC 740.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 6, 2026 | Showing above |
| 2024 | Mar 20, 2025 | |
| 2023 | Mar 1, 2024 | |
| 2022 | Mar 6, 2023 | |
| 2021 | Mar 10, 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.