15. Income Taxes

 

Geographic sources of loss before income taxes are as follows:

 

 

Year-Ended

 

(amounts in thousands)

December 31, 2025

 

December 31, 2024

 

United States

$

(48,576

)

$

(61,778

)

Foreign

 

-

 

 

(13

)

Loss before income taxes

$

(48,576

)

$

(61,791

)

 

Income tax expense as shown in the accompanying Consolidated Statements of Operations includes the following:

 

 

Year-Ended

 

(amounts in thousands)

December 31, 2025

 

December 31, 2024

 

Current:



 



 

Federal

$

-

 

$

-

 

State

 

11

 

 

54

 

Foreign

 

-

 

 

-

 

Total current

 

11

 

 

54

 

Deferred:

 

 

 

 

Federal

 

-

 

 

-

 

State

 

-

 

 

-

 

Foreign

 

-

 

 

-

 

Total deferred

 

-

 

 

-

 

Total income tax expense

$

11

 

$

54

 

 

 

In accordance with the updated requirements of ASU 2023-09 for the year ended December 31, 2025, a reconciliation of the U.S. federal statutory income tax rate to the effective tax rate was as follows:

 

 

2025

 

(amounts in thousands)

Amount

 

Rate

 

Tax expense (benefit) at U.S. statutory rate

$

(10,201

)

 

21

%

State taxes, net of federal benefit(1)

 

11

 

 

0

%

Change in valuation allowance

 

9,818

 

 

(20

)%

Nontaxable and nondeductible items:

 

 

 

 

Share-based compensation

 

600

 

 

(1

)%

Other

 

(217

)

 

0

%

Total income tax expense

$

11

 

 

 

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

 

The provision for income taxes differs from the tax computed using the statutory United States federal income tax rate of 21% for the year ended December 31, 2024 as a result of the following items:

 

 

Year-Ended

 

(amounts in thousands)

December 31, 2024

 

Tax benefit at U.S. statutory rate

$

(12,976

)

State income taxes

 

54

 

Foreign rate differential

 

(1

)

Share-based compensation

 

2,911

 

Fair value change in debt and warrants

 

576

 

Foreign exchange gain/(loss) on intercompany trade balances

 

3

 

Foreign tax loss carryforward write off

 

14,999

 

Permanent differences

 

264

 

Net change in valuation allowance

 

(5,776

)

Income tax expense

$

54

 

 

 

 

A summary of deferred income tax assets is as follows (in thousands):

 

 

Year- Ended

 

(amounts in thousands)

December 31, 2025

 

December 31, 2024

 

Deferred tax liabilities

 

 

 

 

ROU asset

$

(767

)

$

(904

)

Total deferred tax liabilities

$

(767

)

$

(904

)

Deferred tax assets

 

 

 

 

Property, plant and equipment

$

69

 

$

41

 

Accrued expenses

 

1,991

 

 

3,365

 

Stock-based compensation

 

4,747

 

 

3,044

 

Lease liability

 

811

 

 

947

 

Research and development

 

7,725

 

 

7,077

 

Net operating loss carryforward

 

55,114

 

 

45,233

 

Section 163(j) interest expense

 

1,379

 

 

-

 

Other

 

2,156

 

 

1,567

 

Total deferred tax assets

$

73,992

 

$

61,274

 

Less valuation allowance

 

(73,255

)

 

(60,370

)

Net deferred tax assets

 

767

 

 

904

 

Net deferred tax assets / (liabilities)

$

-

 

$

-

 

 

At December 31, 2025, the Company and its subsidiaries had net operating loss carryforwards for federal and state income tax purposes of $216.0 million and $146.9 million, respectively. The net operating loss carryforwards may be subject to limitation regarding their utilization against taxable income in future periods due to “change of ownership” provisions of the Internal Revenue Code and similar state provisions. Of these carryforwards, $19.4 million will expire, if not utilized, between 2028 through 2038. The remaining carryforwards have no expiration.

In assessing the recoverability of its deferred tax assets, the Company considers whether it is more likely than not that its deferred assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized. The Company considers all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. Based upon the weight of available evidence including the uncertainty regarding the Company’s ability to utilize certain net operating losses and tax credits in the future, the Company has established a valuation allowance against its net deferred tax assets of $73.3 million and $60.4 million as of December 31, 2025 and 2024, respectively. The deferred tax assets are primarily net operating loss carryforwards for which management has determined it is more likely than not that the deferred tax assets will not be realized.

 

The Company recognizes the tax benefit from an uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements related to a particular tax position are measured based on the largest benefit that has a greater than a 50% likelihood of being realized upon settlement. The amount of unrecognized tax benefits is adjusted as appropriate for changes in facts and circumstances, such as significant amendments to existing tax law, new regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination.

 

The Company has not identified any uncertain tax positions as of December 31, 2025 and 2024.

 

In accordance with the updated requirements of ASU 2023-09 for the year ended December 31, 2025, cash paid for income taxes totaled $15,000 and was comprised of state income taxes payments made primarily to Texas and California.

The Company files income tax returns in the U.S. federal, California and certain other state and foreign jurisdictions. The Company remains subject to income tax examinations for its U.S. federal and state income taxes generally for fiscal years ended June 30, 2008 and forward. The Company also remains subject to income tax examinations for international income taxes for fiscal years ended June 30, 2021 through the date of dissolution of its foreign subsidiaries, which occurred in 2024 and 2025, and for certain other U.S. state and local income taxes generally for the fiscal years ended June 30, 2021 through December 31, 2024.

Historical Timeline

Fiscal YearFiled
2025Feb 12, 2026Showing above
2024Feb 13, 2025
2023Feb 22, 2024
2022Feb 23, 2023
2021Aug 26, 2021
2020Aug 27, 2020

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.