10. Income Tax

Recently, legislation commonly known as the One Big Beautiful Bill Act (OBBBA) was signed into law in July 2025, which enacts significant changes to U.S tax and related laws, including but not limited to current deduction of domestic research expenses, increasing the limit of the deduction of interest expense to thirty percent of EBITDA and one hundred percent bonus depreciation on

eligible property acquired after January 19, 2025. There were no changes to the Company’s tax expense or effective income tax rate given the Company’s valuation allowance position.

In accordance with the recently and prospectively adopted ASU 2023-09, Improvements to Income Tax Disclosures, significant components of the Company’s provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate for the year ended December 31, 2025 were as follows (in thousands, except percentages):

 

 

2025

 

 

 

Amount

 

 

Percentage

 

Statutory rate

 

$

(27,188

)

 

 

21.00

%

State taxes, net of federal benefit (1)

 

 

(186

)

 

 

0.14

%

Tax credits

 

 

 

 

 

 

     Federal research and development credit

 

 

(5,196

)

 

 

4.01

%

Changes in valuation allowance

 

 

30,433

 

 

 

(23.50

)%

Nontaxable or nondeductible items

 

 

1,189

 

 

 

(0.92

)%

Other adjustments

 

 

 

 

 

 

     Other

 

 

(17

)

 

 

0.01

%

Change in unrecognized tax benefits

 

 

965

 

 

 

(0.74

)%

Provisions for income taxes

 

$

 

 

 

 %

 

(1) State taxes in California for 2025 made up the majority (greater than 50%) of the tax effect in this category.

Significant components of the Company’s provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate for the year ended December 31, 2024 were as follows (in thousands):

 

 

 

2024

 

 

 

Amount

 

Statutory rate

 

$

(26,849

)

State tax

 

 

(8,691

)

Other permanent items

 

 

132

 

Research and development credit

 

 

(4,989

)

Change in valuation allowance

 

 

39,631

 

Stock-based compensation

 

 

766

 

Provisions for income taxes

 

$

 

 

Significant components of the Company’s deferred taxes were as follows (in thousands):

 

 

As of December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

129,331

 

 

$

90,687

 

Research and development credits

 

 

24,630

 

 

 

19,058

 

Stock-based compensation

 

 

18,523

 

 

 

14,424

 

Accruals and other

 

 

2,130

 

 

 

2,003

 

Intangible assets

 

 

5,592

 

 

 

6,152

 

Capitalized research expense

 

 

32,427

 

 

 

40,206

 

Lease liability

 

 

2,082

 

 

 

2,619

 

Gross deferred tax assets

 

 

214,715

 

 

 

175,149

 

Less valuation allowance

 

 

(212,603

)

 

 

(172,562

)

Total deferred tax assets

 

 

2,112

 

 

 

2,587

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

Property and equipment

 

 

(29

)

 

 

(136

)

Right-of-use assets

 

 

(1,863

)

 

 

(2,345

)

Other

 

 

(220

)

 

 

(106

)

Total deferred tax liabilities

 

 

(2,112

)

 

 

(2,587

)

Deferred income taxes, net

 

$

 

 

$

 

A valuation allowance of $212.6 million at December 31, 2025, has been recognized to offset the net deferred tax assets as realization of such assets is uncertain. The valuation allowance increased by $40.0 million during the year ended December 31, 2025.

As of December 31, 2025, the Company had available net operating loss (NOL) carryforwards of $424.3 million. Of the $424.3 million of NOL carryforwards, $41.6 million begin to expire in 2034 and $382.7 million do not expire. The Company also has available California NOL carryforwards of approximately $573.9 million as of December 31, 2025, which begin to expire in 2034. In addition, the Company has federal and California research and development (R&D) credit carryforwards totaling $21.7 million and $9.4 million, respectively. The federal credits begin to expire in 2034 unless previously utilized, while the state credits do not expire.

Pursuant to Sections 382 and 383 of the Internal Revenue Code (IRC), annual use of the Company’s NOL and credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. Since the Company’s formation, the Company has raised capital through the issuance of capital stock, which on its own or combined with the purchasing stockholders’ subsequent disposition of those shares, may have resulted in such an ownership change, or could result in an ownership change.

Upon the occurrence of an ownership change under Section 382 as outlined above, utilization of the Company’s NOL and research and development credit carryforwards are subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOL or R&D credit carryforwards before utilization. The Company is currently in the process of conducting a Section 382 study to determine if such an ownership change has occurred.

The Company recognizes liabilities for uncertain tax positions based in a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. While the Company believes that it has appropriate support for the positions taken on its tax returns, the Company regularly assesses the potential outcome of examinations by tax authorities in determining the adequacy of its provision for income taxes.

The following table summarizes the activity related to the Company's gross unrecognized tax benefits (in thousands):

 

 

For the Year Ended December 31,

 

 

 

2025

 

 

2024

 

Beginning balance

 

$

3,737

 

 

$

2,811

 

Increases related to current year tax positions

 

 

1,037

 

 

 

926

 

Ending balance

 

$

4,774

 

 

$

3,737

 

As of December 31, 2025, the Company had gross unrecognized tax benefits of $4.8 million, none of which would affect the effective tax rate if recognized. The Company’s policy is to recognize the interest expense and/or penalties related to income tax matters as a component of income tax expense. The Company had no accrual for interest or penalties on its balance sheets at December 31, 2025 and has not recognized interest and/or penalties in its statement of operations for the year ended December 31, 2025.

The Company is subject to taxation in the United States and California. The Company is not currently under examination by any taxing authorities. Due to the carryover of tax attributes, the statute of limitations is currently open for tax years since inception.

Historical Timeline

Fiscal YearFiled
2025Feb 23, 2026Showing above
2024Feb 18, 2025
2023Mar 11, 2024
2022Mar 16, 2023
2021Mar 21, 2022
2020Mar 23, 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.