11. Income Taxes

The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures effective January 1, 2025, on a prospective basis. The disclosures required by the standard are included below for the year ended December 31, 2025. Comparative prior-period disclosures have not been revised.

The components of loss before income taxes were as follows (in thousands):

 

 

Year Ended
December 31,

 

 

 

2025

 

Domestic

 

$

(212,152

)

Foreign

 

 

329

 

Total gain (loss) before income taxes

 

$

(211,823

)

 

The components of income tax expense were as follows (in thousands):

 

 

Year Ended
December 31,

 

 

 

2025

 

Current:

 

 

 

Federal

 

$

 

State

 

 

361

 

Foreign

 

 

 

Total income tax expense

 

$

361

 

During the year ended December 31, 2025, the Company did not recognize any deferred income tax expense.

Income taxes paid were as follows (in thousands):

 

 

Year Ended
December 31,

 

 

 

2025

 

Federal

 

$

 

State

 

 

315

 

Foreign

 

 

34

 

Total cash paid during the period for income taxes

 

$

349

 

Total state and foreign income taxes paid (net of refunds) for the year ended December 31, 2025 were related to Massachusetts and the Netherlands, respectively. During the years ended December 31, 2024 and 2023, the Company made cash payments for income taxes of $0.3 million and $0.1 million, respectively.

The following table reconciles the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2025:

 

 

Year Ended

 

 

 

December 31, 2025

 

 

 

Amount
(In Thousands)

 

 

Percentage

 

Federal statutory income tax rate

 

$

(44,483

)

 

 

21.0

%

State and local income taxes, net of federal income tax effect*

 

 

286

 

 

 

(0.1

)%

 

 

 

 

 

 

 

Foreign tax effects:

 

 

 

 

 

 

Other foreign jurisdictions

 

 

(69

)

 

 

0.0

%

 

 

 

 

 

 

 

Tax credits:

 

 

 

 

 

 

Research and development tax credits

 

 

(13,029

)

 

 

6.1

%

 

 

 

 

 

 

 

Changes in valuation allowances

 

 

54,693

 

 

 

(25.8

)%

 

 

 

 

 

 

 

Nontaxable or nondeductible items:

 

 

 

 

 

 

Section 162(m) limitation

 

 

5,222

 

 

 

(2.5

)%

Stock-based compensation

 

 

(2,676

)

 

 

1.3

%

Other

 

 

417

 

 

 

(0.2

)%

 

 

 

 

 

 

 

Effective income tax rate

 

$

361

 

 

 

(0.2

)%

 

 

 

 

 

 

 

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

 

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effective

income tax rate differed from the federal statutory income tax rate as follows:

 

Year Ended
December 31,

 

 

2024

 

 

2023

 

Federal statutory income tax rate

 

 

21.0

%

 

 

21.0

%

State and local income taxes, net of federal income tax effect

 

 

6.4

%

 

 

8.0

%

Research and development tax credits

 

 

12.1

%

 

 

4.0

%

Stock-based compensation

 

 

1.3

%

 

 

1.3

%

Section 162(m) limitation

 

 

(1.6

)%

 

 

(0.8

)%

Other

 

 

(0.1

)%

 

 

0.1

%

Change in deferred tax asset valuation allowance

 

 

(39.4

)%

 

 

(33.6

)%

Effective income tax rate

 

 

(0.3

)%

 

 

0.0

%

The Company’s effective income tax rates for the years ended December 31, 2025, 2024 and 2023 were primarily due to state income tax resulting from interest income.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s net deferred income taxes were as follows (in thousands):

 

December 31,

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

92,780

 

 

$

33,209

 

Tax credits

 

 

35,640

 

 

 

21,248

 

Research and experimental expenditures

 

 

29,699

 

 

 

39,463

 

Capitalized licenses

 

 

12,190

 

 

 

6,225

 

Stock-based compensation

 

 

7,309

 

 

 

3,407

 

Accrued expenses

 

 

857

 

 

 

1,137

 

Operating lease liabilities

 

 

492

 

 

 

447

 

Total deferred tax assets

 

 

178,967

 

 

 

105,136

 

Valuation allowance

 

 

(178,486

)

 

 

(104,670

)

Total deferred tax assets, net of valuation allowance

 

 

481

 

 

 

466

 

Deferred tax liabilities:

 

 

 

 

 

 

Operating lease right-of-use assets

 

 

(289

)

 

 

(418

)

Depreciation

 

 

(192

)

 

 

(48

)

Total deferred tax liabilities

 

 

(481

)

 

 

(466

)

Net deferred tax assets

 

$

 

 

$

 

The Company's income tax provision for the year ended December 31, 2025 related to state income taxes. The Company has evaluated the positive and negative evidence bearing upon the reliability of its deferred tax assets. Based on this, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the deferred tax assets is not determined to be more likely than not. During the year ended December 31, 2025, the valuation allowance increased by $73.8 million primarily due to the increase in the Company’s net operating loss, tax credit carryforwards as a result of current year operations and the acquisition of a privately held company during the period. During the years ended December 31, 2024 and 2023, the valuation allowance increased by $42.9 million and $25.7 million, respectively.

As of December 31, 2025, the Company had $342.9 million and $331.8 million of federal and state net operating loss ("NOL") carryforwards, respectively. Substantially all of the federal NOL carryforwards are not subject to expiration and the state NOL carryforwards begin to expire in 2037. These loss carryforwards are available to reduce future federal and state taxable income, if any. As of December 31, 2025, the Company also had federal and state research and development tax credit carryforwards of $32.1 million and $4.3 million respectively, to offset future income taxes, which will begin to expire in 2037. These loss carryforwards are subject to review and possible adjustment by the appropriate taxing authorities.

Utilization of the Company’s NOL carryforwards and research and development credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 as well as similar state provisions. These ownership changes may limit the amount of NOL and research and development credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. 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. Since its formation, the Company has raised capital

through the issuance of capital stock on several occasions. These financings could result in a change of control as defined by Section 382. The Company has also completed acquisitions of loss companies, and the associated acquired tax attributes would be further restricted by ownership changes that have occurred. The Company has not yet conducted an analysis under Section 382 to determine if historical changes in ownership through December 31, 2025, would limit or otherwise restrict its ability to utilize its NOL and research and development credit carryforwards. In addition, future changes in ownership occurring after December 31, 2025 could affect the limitation in future years, and any limitation may result in expiration of a portion of the NOL or research and development credit carryforwards before utilization.

The Company generated research and development tax credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development tax credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development tax credit carryforwards and, if an adjustment is required, this adjustment would result in an adjustment to the deferred tax asset established for the research and development tax credit carryforwards and the valuation allowance.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Among other provisions, this act permanently extended and modified certain expiring provisions of the 2017 Tax Cuts and Jobs Act and restored the immediate expensing of domestic research and development expenses. The Company has evaluated the impacts of these provisions and has concluded the OBBBA does not have a material impact on its consolidated financial statements.

The Company follows the provisions of ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which specifies how tax benefits for uncertain tax positions are to be recognized, measured, and recorded in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the consolidated balance sheets; and provides transition and interim period guidance, among other provisions. As of December 31, 2025 and 2024, the Company has not recorded any amounts for uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its consolidated statements of operations and comprehensive loss. As of December 31, 2025 and 2024, the Company had no reserves for uncertain tax positions. For the years ended December 31, 2025, 2024 and 2023, no estimated interest or penalties were recognized on uncertain tax positions.

The Company files federal income tax returns in the United States, the Netherlands and Australia and state income tax returns in Massachusetts and various other state jurisdictions. The Company’s tax returns for the years ended December 31, 2022 to December 31, 2025 remain open and subject to examination by the Internal Revenue Service and state taxing authorities.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Mar 21, 2024
2022Mar 31, 2023
2021Mar 10, 2022
2020Mar 29, 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.