10. Income Taxes

The Company did not record a provision for income taxes for the years ended December 31, 2025 and December 31, 2024 due to a full valuation allowance against its deferred tax assets. In 2025 and 2024, all of the Company’s net losses were generated in the United States.

The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate for the year ended December 31, 2025 is as follows:

 

 

 

Year Ended
December 31,

 

 

2025

Federal tax statutory rate

 

$

(1,871,866

)

 

 

21.0

%

 

State and local income tax, net of federal income tax effect

 

 

 

 

 

 

 

Tax credits

 

 

(233,792

)

 

 

2.6

 

 

Change in valuation allowance

 

 

1,918,597

 

 

 

(21.5

)

 

Other:

 

 

 

 

 

 

 

    Tax effect of equity instrument cancellations

 

 

185,153

 

 

 

(2.1

)

 

    Non-taxable change in fair value of warrant liability

 

 

1,908

 

 

 

-

 

 

Effective tax rate

 

$

 

 

 %

 

 

 

The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate for the year ended December 31, 2024 is as follows:

 

 

Year Ended
December 31,

 

 

2024

Federal tax statutory rate

 

 

21.0

%

 

State tax, net of federal benefit

 

 

7.2

 

 

Non-taxable change in fair value of warrant liability

 

 

0.2

 

 

Research and development credits

 

 

0.5

 

 

Change in valuation allowance

 

 

(28.9

)

 

Effective tax rate

 

 %

 

 

Significant components of the Company’s deferred tax assets are as follows:

 

Year Ended
December 31,

 

 

 

2025

 

 

2024

 

Net operating loss carryforwards

 

$

14,378,580

 

 

$

10,949,394

 

Research and development credits

 

 

780,109

 

 

 

446,160

 

Capitalized research and development costs

 

 

1,028,069

 

 

 

2,122,632

 

Capitalized start-up costs

 

 

923,170

 

 

 

922,340

 

Other, net

 

 

451,237

 

 

 

478,830

 

Total gross deferred tax assets

 

 

17,561,165

 

 

 

14,919,356

 

Valuation allowance

 

 

(17,561,165

)

 

 

(14,919,356

)

Net deferred tax assets

 

$

 

 

$

 

As of December 31, 2025 and 2024, a full valuation allowance of approximately $17.6 million and $14.9 million, respectively, was established against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance increased by $2.6 million and $4.4 million in 2025 and 2024, respectively, due to the increase in the deferred tax assets by the same amount; primarily due to net operating loss carryforwards.

As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $49.8 million and $57.3 million, respectively. As of December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $36.4 million and $48.5 million, respectively. Federal net operating losses carryforward indefinitely. State net operating loss carryforwards will begin to expire in 2026.

The Company had estimated federal research and development credit carryforwards of $0.3 million and $0.1 million as of December 31, 2025 and 2024, respectively. The federal research tax credit carryforwards will begin to expire in 2040. The Company had estimated state research and development credit carryforwards of $0.6 million and $0.4 million as of December 31, 2025 and 2024, respectively. The California state credits carryforward indefinitely.

Pursuant to Section 382 and 383 of the Internal Revenue Code (“IRC”), utilization of the Company’s federal net operating loss carryforwards and research and development credit carryforwards may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating loss and research and development credit carryforwards prior to utilization. The Company has not completed an IRC Section 382 and 383 analyses regarding the limitation of net operating loss and research and development credit carryforwards.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The OBBA did not result in any material adjustments to our total income tax provision for the year ended December 31, 2025.

The Company did not pay any income tax or receive any income tax refunds for either federal or state jurisdictions during the year ended December 31, 2025.

No liability is recorded on the financial statements related to uncertain tax positions. There are no unrecognized tax benefits as of December 31, 2025 and 2024. The Company does not expect that uncertain tax benefits will materially change in the next 12 months.

The Company’s policy is to record estimated interest and penalties related to uncertain tax benefits as income tax expense. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties recorded related to uncertain tax positions.

The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s tax returns since inception are subject to examination by the U.S. and various state tax authorities. The Company is not currently undergoing a tax audit in any federal or state jurisdiction.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Mar 6, 2025
2023Mar 22, 2024
2022Mar 30, 2023
2021Apr 15, 2022
2020Mar 31, 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.