Income TaxesIncome before income tax (provision) benefit consisted of the following for the years ended:
| | | | | | | | | | | |
| (in thousands) | December 31, 2025 | | December 31, 2024 |
| United States | $ | (115,659) | | | $ | (84,452) | |
| Foreign | (133,418) | | | 1,424 | |
| Loss before income tax provision | $ | (249,077) | | | $ | (83,028) | |
| | | |
The federal, state, and foreign income and deferred tax (provision) benefit are summarized as follows for the years ended:
| | | | | | | | | | | |
| (in thousands) | December 31, 2025 | | December 31, 2024 |
| Current | | | |
| Federal | $ | — | | | $ | — | |
| State | — | | | (29) | |
| Foreign | — | | | — | |
| Total current tax (provision) benefit | — | | | (29) | |
| Deferred | | | |
| Federal | — | | | — | |
| State | — | | | — | |
| Foreign | (621) | | | (640) | |
| Total deferred tax (provision) benefit | (621) | | | (640) | |
| | | |
| Total income tax (provision) benefit | $ | (621) | | | $ | (669) | |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and operating losses and tax credit carryforwards.
The tax effects of significant items comprising the Company’s deferred taxes are as follows as of:
| | | | | | | | | | | |
| (in thousands) | December 31, 2025 | | December 31, 2024 |
| Deferred tax assets | | | |
| Net operating loss carryforwards | $ | 66,604 | | | $ | 45,734 | |
| Available for sale marketable securities | 141 | | | 288 | |
| Lease liabilities | 1,012 | | | 945 | |
| Other | 229 | | | 263 | |
| Fixed assets and intangibles | 577 | | | — | |
| Capitalized research and development costs | 10,045 | | | 7,715 | |
| Stock Compensation | 916 | | | 1,636 | |
| R&D Credits | 3,817 | | | — | |
| Impairment of assets | 46,792 | | | — | |
| Total deferred tax assets | 130,133 | | | 56,581 | |
| Valuation allowance | (128,466) | | | (53,775) | |
| Deferred tax liabilities | | | |
| ROU asset | (832) | | | (835) | |
| | | |
| Fixed assets and intangibles | (835) | | | (1,350) | |
| Total deferred tax liabilities | (1,667) | | | (2,185) | |
| Net deferred tax assets | $ | — | | | $ | 621 | |
ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is more likely than not. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Due to its cumulative losses and doubt about its ability to generate future taxable income, the Company has provided a valuation allowance against the U.S. and foreign net deferred tax assets.
The valuation allowance increased by $74.7 million and $12.4 million for the years ended December 31, 2025 and 2024, respectively.
At December 31, 2025, we had federal net operating loss carryforwards of approximately $268.5 million to offset future federal taxable income, with $43.9 million available through 2037. We have state net operating loss carryforward of $168.8 million, available through 2045. At December 31, 2025, we had federal research and development credits of approximately $5.7 million available through 2045. We have state research and development credits of approximately $2.5 million available indefinitely.
Under certain provisions of the Internal Revenue Code of 1986, as amended, a portion of the federal and state net operating loss carryforwards may be subject to an annual utilization limitation as a result of a change in ownership of the Company. Federal and California tax laws impose significant restrictions on the utilization of net operating loss carryforwards in the event of a change in ownership of the Company, as defined by Internal Revenue Code Section 382 (“Section 382”). The Company has experienced ownership changes as defined by IRC Section 382 and the impact of those changes has been reflected in the consolidated financial statements. In addition, in the future the Company may experience ownership changes, which may limit the utilization of net operating loss carryforwards or other tax attributes.
The effective tax rate of the Company’s income tax (provision) benefit differs from the federal statutory rate as follows for the years ended:
| | | | | | | | | | | |
| December 31, 2025 |
(in thousands, except percentages) | Amount | | Percent |
| U.S. Federal statutory tax rate | $ | 52,306 | | | (21.0) | % |
| State and local income taxes, net of federal income tax effect | — | | | — | % |
| Effect of cross-border tax laws | | | |
| GILTI/sub-part F income | (47) | | | — | % |
| Tax credits | | | |
| Federal R&D credits | 2,428 | | | (1.0) | % |
| Change in Valuation Allowance | (25,926) | | | 10.4 | % |
| Nondeductible items | | | |
| Stock-based compensation | (2,024) | | | 0.8 | % |
| Warrants and other equity items | 1,441 | | | (0.6) | % |
| Other | (161) | | | 0.1 | % |
| Convertible notes | 1 | | | — | % |
| Foreign tax effects for Canada | | | |
| Foreign rate differential | 7,338 | | | (3.0) | % |
| Canada change in valuation allowance | (36,329) | | | 14.6 | % |
| Other | 352 | | | (0.1) | % |
| Total | $ | (621) | | | 0.3 | % |
| | | | | | | | | | | |
| December 31, 2024 |
| (in thousands, except percentages) | Amount | | Percent |
| Statutory rate | $ | 17,436 | | | (21.0) | % |
| State tax | (1,764) | | | 2.1 | % |
| Valuation allowance | (12,843) | | | 15.5 | % |
| Other | (321) | | | 0.4 | % |
| Warrants and other equity items | (825) | | | 1.0 | % |
| Foreign rate differential | (78) | | | 0.1 | % |
| Stock-based compensation | (2,274) | | | 2.7 | % |
| Total | $ | (669) | | | 0.8 | % |
In 2025, the state income taxes which comprise the majority of the state income taxes, net of federal effect category are: California, Missouri, and Connecticut.
No cash was paid for federal, state, or foreign income taxes in 2025.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
| | | | | | | | | | | |
| (in thousands) | 2025 | | 2024 |
| January 1 | $ | — | | | $ | — | |
| Additions based on tax positions related to current year | 463 | | | — | |
| Additions for tax positions of prior years | 3,613 | | | — | |
| Reductions for tax positions of prior years | — | | | — | |
| Lapse of the applicable statute of limitations | — | | | — | |
| Settlements | — | | | — | |
| December 31 | $ | 4,076 | | | $ | — | |
| | | |
The Company files income tax returns in the United States, various U.S. states, and Canada. All tax years remain open in all jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other foreign jurisdictions. The Company does not anticipate any significant changes within 12 months of this reporting date of its uncertain tax positions. The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2025, there is no interest or penalties recognized on uncertain tax positions.
On July 4, 2025, the bill commonly referred to as the “One Big Beautiful Bill Act” was signed into law. Among other provisions, the bill extends permanently, with modifications, tax provisions enacted as part of the 2017 Tax Cuts and Jobs Act and restores and makes permanent many business provisions, such as full expensing for research and development and capital investments. Based on the guidance available thus far, we do not expect this legislation to have a material impact on our condensed consolidated financial statements, but we will continue to evaluate it as additional guidance and clarification becomes available.