MEDICINOVA INC Income Taxes Disclosure
8. Income Taxes
A reconciliation of loss before income taxes for domestic and foreign locations for the years ended December 31, 2025 and 2024 is as follows:
|
|
Year Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
United States |
|
$ |
(12,004,784 |
) |
|
$ |
(11,060,506 |
) |
Foreign |
|
|
12,821 |
|
|
|
16,494 |
|
Loss before income taxes |
|
$ |
(11,991,963 |
) |
|
$ |
(11,044,012 |
) |
A reconciliation of income tax expense for the years ended December 31, 2025 and 2024 is as follows:
|
|
Year Ended |
|
|||||
Current: |
|
2025 |
|
|
2024 |
|
||
Federal |
|
$ |
— |
|
|
$ |
— |
|
State |
|
|
— |
|
|
|
— |
|
Foreign |
|
|
(5,994 |
) |
|
|
(5,537 |
) |
Total current income tax expense |
|
|
(5,994 |
) |
|
|
(5,537 |
) |
Deferred: |
|
|
|
|
|
|
||
Federal |
|
|
— |
|
|
|
— |
|
State |
|
|
— |
|
|
|
— |
|
Foreign |
|
|
— |
|
|
|
— |
|
Total deferred income tax expense |
|
|
— |
|
|
|
— |
|
Total income tax expense |
|
$ |
(5,994 |
) |
|
$ |
(5,537 |
) |
The significant components of deferred income taxes at December 31, 2025 and 2024 are as follows:
|
|
Year Ended |
|
|||||
Deferred tax assets: |
|
2025 |
|
|
2024 |
|
||
Net operating loss carryforwards |
|
$ |
67,509,750 |
|
|
$ |
71,161,394 |
|
Research tax credits |
|
|
8,564,654 |
|
|
|
9,173,787 |
|
Stock options |
|
|
842,014 |
|
|
|
938,846 |
|
Other, net |
|
|
264,626 |
|
|
|
269,439 |
|
Right-of-use liability |
|
|
59,174 |
|
|
|
106,148 |
|
Research and experimentation capitalization |
|
|
4,975,660 |
|
|
|
3,985,733 |
|
Total deferred tax assets |
|
|
82,215,878 |
|
|
|
85,635,347 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
||
Right-of-use asset |
|
|
(51,554 |
) |
|
|
(94,000 |
) |
In-process research and development |
|
|
(1,343,213 |
) |
|
|
(1,343,213 |
) |
Total deferred tax liabilities |
|
|
(1,394,767 |
) |
|
|
(1,437,213 |
) |
Net deferred tax assets |
|
|
80,821,111 |
|
|
|
84,198,134 |
|
Valuation allowance |
|
|
(81,022,903 |
) |
|
|
(84,399,926 |
) |
Net deferred tax liability |
|
$ |
(201,792 |
) |
|
$ |
(201,792 |
) |
The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The net change in the valuation allowance during the year ended December 31, 2025 was a decrease of $3.4 million. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced.
|
|
Year Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Valuation allowance - beginning of year |
|
$ |
84,399,926 |
|
|
$ |
83,366,840 |
|
Allowance taken or written off |
|
|
(3,375,117 |
) |
|
|
1,037,735 |
|
Other adjustment |
|
|
(1,906 |
) |
|
|
(4,649 |
) |
Valuation allowance - end of year |
|
$ |
81,022,903 |
|
|
$ |
84,399,926 |
|
At December 31, 2025, the Company has federal and California net operating loss (NOL) carryforwards of approximately $262.7 million and $194.3 million, respectively. $201.2 million of federal NOL carryforwards begin to expire in 2026, $61.5 million of federal NOL carryforwards can be carried forward indefinitely, and the California NOL carryforwards begin to expire in 2028. At December 31, 2025, the Company also had federal and
California research tax credit carry-forwards of approximately $7.5 million and $2.5 million, respectively. The federal research tax credit carryforwards begin to expire in 2026, and the California research tax credit carryforward does not expire and can be carried forward indefinitely until utilized.
The above NOL carryforward and the research tax credit carryforwards are subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions due to ownership change limitations that have occurred which will limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company completed an IRC Section 382/383 analysis regarding the limitation of net operating loss and research and development credit carryforwards for a period of inception through December 2023, and did not experience any ownership changes which triggers the limitation. There is a risk that additional changes in ownership have occurred since the completion of the Company’s analysis. If a change in ownership were to have occurred, additional NOL and tax credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, related to the Company’s operations in the United States will not impact the Company’s effective tax rate.
On July 5, 2025, the reconciliation bill, commonly referred to as the One Big Beautiful Bill Act (OBBBA), was signed into law in the United States, which includes a broad range of tax reform provisions. Beginning in 2025, the OBBBA provides an elective deduction for domestic research and development expenses, a reinstatement of elective 100% first-year bonus depreciation and repeal of non-United States corporations' fiscal year end. Some impacts of the OBBBA will not be realized until 2026 and forward, such as a more favorable tax rate on Foreign-Derived Deduction Eligible Income and income from non-United States subsidiaries (Net CFC Tested Income). Due to the nature of the tax law changes, the Company has not realized an impact in the Statement of Operations related to deferred taxes. The Company will continue to monitor the impact of the OBBBA and the range of potential outcomes.
The income taxes paid by the Company are as follows:
|
|
Year Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Federal |
|
$ |
— |
|
|
$ |
— |
|
Disaggregated state and local jurisdictions |
|
|
|
|
|
|
||
California |
|
|
— |
|
|
|
— |
|
Foreign |
|
|
|
|
|
|
||
Japan |
|
|
5,994 |
|
|
|
5,042 |
|
Net cash paid for income taxes |
|
$ |
5,994 |
|
|
$ |
5,042 |
|
A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:
|
|
Year Ended |
|
|||||||||||
|
|
2025 |
|
|
2024 |
|
||||||||
|
|
$ |
|
% |
|
|
$ |
|
% |
|
||||
U.S. federal statutory rate |
|
$ |
(2,518,312 |
) |
|
21.0 |
% |
|
$ |
(2,319,243 |
) |
|
21.0 |
% |
State income taxes, net of federal benefit |
|
|
— |
|
|
— |
|
|
|
(177,062 |
) |
|
1.6 |
|
Foreign tax effects |
|
|
|
|
|
|
|
|
|
|
||||
Japan |
|
|
|
|
|
|
|
|
|
|
||||
Statutory tax rate difference between Japan and U.S. |
|
|
1,228 |
|
|
— |
|
|
|
(113 |
) |
|
— |
|
Prior year liability true-up |
|
|
2,295 |
|
|
— |
|
|
|
1,913 |
|
|
— |
|
Tax Credits |
|
|
|
|
|
|
|
|
|
|
||||
Research and development credits |
|
|
(169,175 |
) |
|
1.4 |
|
|
|
(438,062 |
) |
|
4.0 |
|
Changes in valuation allowance |
|
|
(3,637,650 |
) |
|
30.3 |
|
|
|
622,084 |
|
|
(5.6 |
) |
Nontaxable or nondeductible items |
|
|
|
|
|
|
|
|
|
|
||||
Stock-based payment awards |
|
|
20,242 |
|
|
(0.2 |
) |
|
|
73,312 |
|
|
(0.7 |
) |
Other permanent items |
|
|
91,336 |
|
|
(0.7 |
) |
|
|
3,856 |
|
|
— |
|
Changes in unrecognized tax benefits |
|
|
(71,782 |
) |
|
0.6 |
|
|
|
988,657 |
|
|
(8.9 |
) |
Other adjustments |
|
|
|
|
|
|
|
|
|
|
||||
Expiration of tax attributes - net operating loss |
|
|
5,175,472 |
|
|
(43.1 |
) |
|
|
325,535 |
|
|
(3.0 |
) |
Expiration of tax attributes - research and credits |
|
|
887,000 |
|
|
(7.4 |
) |
|
|
327,127 |
|
|
(3.0 |
) |
Stock option cancellation |
|
|
200,020 |
|
|
(1.7 |
) |
|
|
739,817 |
|
|
(6.7 |
) |
IRC Sec. 162(m) deferred tax asset limit |
|
|
25,323 |
|
|
(0.2 |
) |
|
|
(143,665 |
) |
|
1.3 |
|
Return-to-provision true-up and others |
|
|
(3 |
) |
|
— |
|
|
|
1,381 |
|
|
— |
|
Provision for income taxes |
|
$ |
5,994 |
|
|
0.0 |
% |
|
$ |
5,537 |
|
|
0.0 |
% |
The Company determines its uncertain tax positions based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings is more likely than not to be sustained upon examination by the relevant income tax authorities.
The following table summarizes the activity related to the Company’s unrecognized tax benefits:
|
|
Year Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Gross unrecognized tax benefits at January 1 |
|
$ |
2,697,076 |
|
|
$ |
1,589,266 |
|
Additions for tax positions taken in the prior year |
|
|
— |
|
|
|
1,079,358 |
|
Decrease for tax positions taken in the prior year |
|
|
(36,511 |
) |
|
|
— |
|
Expired for tax positions taken in the prior year |
|
|
(88,700 |
) |
|
|
— |
|
Additions for tax positions taken in the current year |
|
|
22,109 |
|
|
|
28,452 |
|
Gross unrecognized tax benefits at December 31 |
|
$ |
2,593,974 |
|
|
$ |
2,697,076 |
|
If recognized, none of the unrecognized tax benefits as of December 31, 2025 would reduce the annual effective tax rate, primarily due to corresponding adjustments to the valuation allowance.
The Company files income tax returns in the United States, California and foreign jurisdictions. Due to the Company’s losses incurred, the Company is subject to income tax examination by tax authorities from inception to date. At December 31, 2025, there are no significant accruals for interest related to unrecognized tax benefits or tax penalties. The Company does not expect the unrecognized tax benefits to change significantly over the next twelve months.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 10, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 15, 2024 | |
| 2022 | Feb 16, 2023 | |
| 2021 | Feb 16, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 13, 2020 | |
| 2018 | Feb 13, 2019 | |
| 2017 | Feb 13, 2018 | |
| 2016 | Feb 14, 2017 | |
| 2015 | Feb 25, 2016 | |
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.