Marker Therapeutics, Inc. Income Taxes Disclosure
NOTE 12: INCOME TAXES
The Company has no federal income tax expense due to operating losses incurred for the years ended December 31, 2025, and 2024, respectively. The Company recognized ($15,156) and $49,953 in state tax (benefit) expense for the years ended December 31, 2025 and 2024, respectively.
The effects of temporary differences that give rise to significant portions of the deferred tax assets as of December 31, 2025 and 2024 are as follows:
For the Years Ended | ||||||
December 31, | ||||||
| 2025 | | 2024 | |||
Deferred Tax Assets | ||||||
Net Operating Loss Carryforward | $ | 40,896,185 | $ | 30,724,771 | ||
Stock Compensation | 1,548,803 | 1,670,477 | ||||
Capitalized R&E | 29,777 | 7,868,640 | ||||
Reserves | 18,072 | — | ||||
Accruals | 21,000 | — | ||||
Research and Development | 811,961 | 733,328 | ||||
43,325,798 | 40,997,216 | |||||
Less: Valuation Allowance | (43,325,798) | (40,997,216) | ||||
Total Deferred Tax Assets | $ | — | $ | — | ||
Total Deferred Tax Liabilities | $ | — | $ | — | ||
Net Deferred Tax Assets/(Liabilities) | $ | — | $ | — | ||
The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the history of losses, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized and has established a full valuation allowance for the years ended December 31, 2025 and 2024.
The Company has approximately $186.8 million of federal and $38.6 million of state Net Operating Losses (“NOL”s) that may be available to offset future taxable income, if any. The federal net operating loss carryforwards of $38.4 million, if not utilized, will expire between 2030 and 2037. The federal net operating loss carryforwards of $148.4 million generated in 2018 and thereafter are subject to an 80% limitation on taxable income, do not expire and will carry forward indefinitely. The state net operating loss carryforwards of $21.9 million, if not utilized, will begin to expire in 2035. The state net operating loss carryforwards of $16.7 million generated in 2018 and thereafter are subject to an 80% limitation on taxable income, do not expire and will carry forward indefinitely.
The Company has federal and state research and development tax credit carryforwards of $0.7 million and $0.1 million, respectively, available to offset future federal income taxes. The research and development tax credit carryforwards begin to expire in 2030.
In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net operating loss carryforwards may be limited in the event of a change in ownership. A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section 382.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Key corporate tax provisions include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements. In accordance with Accounting Standards Codification 740, Income Taxes (“ASC 740”), the effects of the new tax law were recognized in the period of enactment. Due to the Company’s valuation allowance position, the provisions of the OBBBA did not have an impact on the Company’s income tax provision.
The Company’s income tax returns for 2022 to 2024 are still open and subject to audit. In addition, net operating losses arising from prior years are also subject to examination at the time they are utilized in future years.
For the years ended December 31, 2025, and 2024, the expected tax (benefit) expense based on the U. S. federal statutory rate is reconciled with the actual tax provision (benefit) as follows:
| For the Years Ended December 31, |
| |||||||||
2025 | 2024 |
| |||||||||
Percent of | Percent of | ||||||||||
| Amount | | Pretax Loss | | Amount | | Pretax Loss | ||||
U.S. federal statutory rate | $ | (2,557,543) |
| 21.00 | % | $ | (2,243,086) |
| 21.00 | % | |
State taxes, net of federal benefit | (15,156) |
| 0.10 | % | 49,953 |
| (0.50) | % | |||
Change in valuation allowance | 2,336,604 |
| (19.30) | % | 1,271,570 |
| (11.90) | % | |||
Nontaxable or nondeductible items | 90,207 | (0.70) | % | 27,712 | (0.30) | % | |||||
Other adjustments | |||||||||||
SBC cancellations | 130,732 | (1.10) | % | 943,804 | (8.77) | % | |||||
Income tax provision/(benefit) | $ | (15,156) |
| (0.00) | % | $ | 49,953 |
| (0.47) | % | |
The Company recognized approximately $15,156 in state tax benefit for the year ended December 31, 2025.
In accordance with ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, the Company updated the presentation of its effective tax rate reconciliation to reflect the standardized categories required by the new guidance. The effective tax rate reconciliation for the year ended December 31, 2024 has been recast for comparative purposes to conform to the current-year presentation. The recast was solely for presentation purposes and did not result in any changes to the Company’s previously reported income tax expense, effective tax rate, or other financial statement amounts.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2025, and 2024, there were no unrecognized tax benefits. The Company recognizes accrued interest and penalties as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position in the next year.
The following table sets forth a summary of income tax payments made and income tax refunds received during the year ended December 31, 2025, and 2024 as follows:
| For the Years Ended | |||||
December 31, | ||||||
2025 | 2024 | |||||
Payment (Refund) | Payment (Refund) | |||||
| Amount | | Amount | |||
Jurisdiction | | | ||||
United States | $ | — | $ | — | ||
Texas |
| 37,000 |
| 64,000 | ||
Other US States |
| 5,000 |
| 8,150 | ||
Total Income Taxes Paid | $ | 42,000 | $ | 72,150 | ||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 18, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Mar 26, 2024 | |
| 2022 | Mar 22, 2023 | |
| 2021 | Mar 17, 2022 | |
| 2020 | Mar 9, 2021 | |
| 2019 | Mar 12, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 23, 2018 | |
| 2016 | Mar 14, 2017 | |
| 2015 | Apr 14, 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.