Pulmatrix, Inc. Income Taxes Disclosure

11. Income Taxes

 

The Company had no income tax expense due to operating losses incurred for the years ended December 31, 2025 and 2024.

 

The Company adopted ASU 2023-09 on a prospective basis beginning with the year ended December 31, 2025. The following table presents the required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to the actual effective amount and rate for the year ended December 31, 2025:

 

Schedule of Reconciliation of U.S Federal Statutory Tax and Effective Amount and Rate 

		2025
		Amount				Percent
U.S federal statutory tax rate		$	(1,084	)			21.0	%
Changes in valuation allowances			1,018				(19.7	)%
Nontaxable or nondeductible items
Stock-based compensation			63				(1.2	)%
Other			3				(0.1	)%
Effective tax rate		$	-				-	%

 

The following table presents the required disclosure prior to the adoption of ASU 2023-09 and reconciles the U.S. federal statutory income tax rate to the actual effective income tax rate for the years ended December 31, 2024:

 

Schedule of Reconciliation of Federal Statutory Income Tax Rate To Effective Income Tax Rate

		2024
Income tax computed at federal statutory tax rate			21.0	%
State taxes, net of federal benefit			5.5	%
Research and development credits			5.8	%
Expiration of stock options			(7.7	)%
Permanent differences			(2.4	)%
Limitations on credits and net operating losses			(1.2	)%
Change in valuation allowance			(21.0	)%
Effective tax rate			-

 

The significant components of the Company’s deferred tax assets as of December 31, 2025 and 2024 were as follows:

 

Schedule of Components of Deferred Tax Assets

		2025				2024
Deferred tax assets:
Net operating loss carryforwards		$	19,311			$	16,116
Capitalized research and experimental costs			5,708				7,836
Research and development credit carryforwards			1,945				1,945
Capitalized start-up expenses			117				135
Stock-based compensation			108				183
Other			660				309
Total deferred tax assets			27,849				26,524
Valuation allowance			(27,849	)			(26,524	)
Net deferred tax assets		$	-			$	-

 

Subject to the limitations described below, as of December 31, 2025, the Company had federal net operating loss carryforwards of approximately $81.7 million available to reduce future taxable income, of which $3.8 million is subject to expiration between 2026 and 2037 and $77.9 million may be carried forward indefinitely. As of December 31, 2025, the Company had state net operating loss carryforwards of approximately $33.9 million, which is subject to expiration between 2030 and 2045. The Company also had research and development credits of approximately $1.9 million as of December 31, 2025 to offset future federal and state income taxes, which is subject to expiration at various times through 2044.

 

 

Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which it believes has resulted in changes in control as defined by Sections 382 and 383 of the Internal Revenue Code.

 

Management of the Company evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance was recorded as of December 31, 2025 and 2024. The valuation allowance increased by $1.3 million during the year ended December 31, 2025, primarily due to the increase in loss carryforwards by the Company.

 

The One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. on July 4, 2025. OBBBA introduced significant changes to the U.S. federal corporate tax system, including retroactive relief for certain small business taxpayers, such as reinstatement of immediate expensing for domestic research and development expenditures and modifications to the business interest expense limitation. Under U.S. GAAP, the effects of changes in tax laws are recognized in the period in which the new law is enacted. Accordingly, the provisions impacting the Company have been reflected in the financial statements for the year ended December 31, 2025, and did not have a material impact as the Company has a valuation allowance against its net deferred tax assets.

 

The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years. The Company files income tax returns in the United States for federal and state income taxes. In the normal course of business, the Company is subject to examination by tax authorities in the United States. Since the Company is in a loss carryforward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carryforward is utilized. The Company’s returns remain subject to federal and state audits for the years 2022 through 2025. However, carryforward attributes from prior years may still be adjusted upon examination by tax authorities if they are used in an open period.

 

The Company may from time to time be assessed interest or penalties by major tax jurisdictions. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company has not recorded interest or penalties on any unrecognized tax benefits since its inception.

 

The roll-forward of the Company’s gross uncertain tax positions is as follows:

 

Schedule of Roll-forward of Gross Uncertain Tax Positions

		Gross Uncertain Tax Position
Balance — January 1, 2024		$	505
Additions for current year tax positions			139
Balance — December 31, 2024			644
Additions for current year tax positions			-
Balance — December 31, 2025		$	644

 

 

The Company’s total uncertain tax positions did not have any changes during the year ended December 31, 2025. None of the uncertain tax positions, if realized, would affect the Company’s effective tax rate in future periods due to a valuation allowance provided against the Company’s net deferred tax assets.