REVELATION BIOSCIENCES, INC. Income Taxes Disclosure
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 |
|||||||
|
|
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 |
|||
|
|
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 |
|
|||||
|
|
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 Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Mar 6, 2025 | |
| 2023 | Mar 22, 2024 | |
| 2022 | Mar 30, 2023 | |
| 2021 | Apr 15, 2022 | |
| 2020 | Mar 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.