9.Income taxes

Our loss before income taxes is as follows (in thousands):

Year Ended December 31,

2025

2024

United States

$

(12,973)

$

(27,592)

Loss before income taxes

$

(12,973)

$

(27,592)

The components of our income tax provision are as follows (in thousands):

Year Ended December 31,

2025

2024

Income tax (benefit) expense:

Deferred

Federal

$

(2,683)

$

(5,809)

State

270

(2,592)

Total deferred income tax (benefit) expense

(2,413)

(8,401)

Change in valuation allowance - Federal

2,683

5,809

Change in valuation allowance - State

(270)

2,592

Provision for income taxes

$

$

Our effective tax rate for 2025 and 2024 was zero percent. A reconciliation between income tax computed at the statutory U.S. federal statutory rate and the consolidated effective tax rate is as follows (in thousands, except for percentages):

Year Ended December 31,

2025

2024

Income taxes at U.S. federal statutory rate

$

(2,724)

21.0

%

$

(5,794)

21.0

%

State income tax, net of federal benefit

Changes in valuation allowances

2,683

(20.7)

5,809

(21.1)

Nontaxable and nondeductible items

Change in fair value of warrant liabilities

(47)

0.4

(62)

0.3

Other

88

(0.7)

47

(0.2)

Effective tax rate

$

%

$

%

The significant components of our deferred tax assets and liabilities are as follows (in thousands):

As of December 31,

2025

2024

Gross deferred income tax assets:

U.S. federal and state net operating loss ("NOL") carryforwards

$

7,661

$

4,959

Acquired intangibles

2,890

3,000

Net unrealized built-in loss (NUBIL) - 382

84

Stock-based compensation

515

458

Lease liability

58

37

Capitalized R&D expenses

7,265

7,516

Other

52

118

R&D credit carryforwards

24

26

Total gross deferred income tax assets

18,549

16,114

Valuation allowance

(18,491)

(16,077)

Gross deferred tax assets, net of valuation allowance

58

37

Gross deferred tax liabilities:

ROU asset

(58)

(36)

Other

(1)

Gross deferred income tax liabilities

(58)

(37)

Deferred income tax assets, net

$

$

The realization of our deferred income tax assets is primarily dependent upon future taxable income, if any, and such income is uncertain in both amount and timing. We have had significant pre-tax losses since our inception, and we have not yet generated revenues and face significant challenges to becoming profitable. Accordingly, we have recorded a valuation allowance of $18.5 million and $16.1 million as of December 31, 2025 and 2024, respectively. U.S. federal deferred income tax assets will continue to require a valuation allowance until we can demonstrate their realizability through sustained profitability or another source of income.

As of December 31, 2025 and 2024, our U.S. federal NOL carryforwards were $33.0 million and $18.5 million, respectively. We had less than $0.1 million of U.S. federal R&D credit carryforwards as of December 31, 2025 and 2024. Our U.S. federal NOL were incurred after December 31, 2017 and therefore, will not expire. As of December 31, 2025 and 2024, we had state NOL carryforwards of $12.1 million and $17.4 million, respectively. The state NOL carryforwards will begin to expire in 2042, if not utilized.

Our ability to utilize our NOL and R&D credit carryforwards have been and may be substantially limited due to the ownership changes that have occurred or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. We completed a Section 382 study for 2025 and it was determined that we experienced one ownership change of over 50% since 2022, which was the year of the last 50% or greater ownership change. The 2025 ownership change occurred on May 8, 2025, and going forward, the utilization of loss carryforwards and tax credits generated before May 8, 2025 will be

subject to an annual limitation. As a result of the ownership changes and limitations, $100.8 million and $68.6 million of federal and state NOL carryforwards, respectively, will expire unutilized and have been written off. Additionally, $1.2 million of federal R&D credit carryforwards will expire unutilized and have been written off.

We recognize interest and/or penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of December 31, 2025 and 2024, and as such, no interest or penalties were recorded to income tax expense.

We have analyzed our filing positions in all significant U.S. federal, state, and local jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state, and local tax examinations by tax authorities for years before 2022, although carryforward attributes that were generated prior to 2022 may still be adjusted upon examination by the taxing authorities if they either have been or will be used in a future period. No income tax returns are currently under examination by taxing authorities.

For 2025 and 2024, we had no cash payments for income taxes, net of refunds received, in any U.S. federal, state, or foreign jurisdiction.

Historical Timeline

Fiscal YearFiled
2025Mar 26, 2026Showing above
2024Mar 20, 2025
2023Mar 28, 2024
2022Mar 30, 2023
2021Mar 31, 2022
2020Apr 15, 2021
2019Mar 30, 2020
2018Mar 18, 2019
2017Mar 20, 2018
2016Mar 21, 2017

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.