14. Income Taxes

The Company recorded no tax benefit for the years ended December 31, 2025 and 2024 for the net operating losses incurred due to its uncertainty of realizing a benefit from those items.

 

 

 

December 31,

 

 

 

2025

2024

 

Income from continuing operations before income tax

 

 

 

 

 

 

United States

 

$

(174,199

)

 

$

(124,583

)

Foreign

 

 

 

 

 

 

Total worldwide income from continuing operations before income tax

 

$

(174,199

)

 

$

(124,583

)

A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations is as follows:

 

 

December 31,

 

 

 

2025

 

 

2024

 

Income tax computed at U.S. federal statutory tax rate

 

$

(36,582

)

 

 

21.0

%

 

$

(26,162

)

 

 

21.0

%

Tax credits

 

 

 

 

 

 

 

 

 

 

 

 

Federal R&D credit

 

 

(4,693

)

 

 

2.7

%

 

 

(3,314

)

 

 

2.7

%

Federal orphan drug credit

 

 

(10,035

)

 

 

5.8

%

 

 

(3,171

)

 

 

2.5

%

Change in valuation allowance

 

 

48,928

 

 

 

(28.1

)%

 

 

32,518

 

 

 

(26.1

)%

Nontaxable or nondeductible items

 

 

939

 

 

 

(0.5

)%

 

 

137

 

 

 

(0.1

)%

Other items

 

 

1,443

 

 

 

(0.9

)%

 

 

(8

)

 

 

 

Total

 

$

 

 

 

 

 

$

 

 

 

 

The Company established deferred tax assets and liabilities on identified book to tax temporary differences as of the date of conversion to a C-corporation. Deferred income taxes reflect the net tax effects of these temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s net deferred tax assets are as follows:

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Tax loss carryforwards

 

$

71,602

 

 

$

37,183

 

Tax credit carryforwards

 

 

31,823

 

 

 

15,324

 

Deferred expenses

 

 

5,593

 

 

 

6,067

 

Accrued expenses

 

 

2,076

 

 

 

1,536

 

Stock compensation

 

 

11,171

 

 

 

9,986

 

Intangible assets

 

 

2,691

 

 

 

2,535

 

Capitalized R&D

 

 

68,304

 

 

 

63,087

 

Derivative liabilities

 

 

2,432

 

 

 

833

 

Other

 

 

52

 

 

 

53

 

Total deferred tax assets

 

 

195,744

 

 

 

136,604

 

Valuation allowance

 

 

(190,437

)

 

 

(130,690

)

Deferred tax liabilities:

 

 

 

 

 

 

Right-of-use asset

 

 

(5,054

)

 

 

(5,570

)

Depreciation

 

 

(253

)

 

 

(344

)

Total deferred tax liabilities

 

 

(5,307

)

 

 

(5,914

)

Net deferred taxes

 

$

 

 

$

 

As of December 31, 2025, the Company had federal net operating loss carryforwards of $262.7 million which may be available to offset future taxable income and do not expire but are limited in their usage to an annual deduction equal to 80% of annual taxable income. In addition, as of December 31, 2025, the Company had state net operating loss carryforwards of approximately $261.4 million which may be available to offset future taxable income, of which $257.6 million begins to expire in 2032 and $3.8 million has unlimited carryforward. The Company also had federal and state tax credits of $27.8 million and $5.1 million, respectively, which may be used to offset future tax liability and each of which begin to expire in 2037.

The Company’s ability to utilize these federal and state carryforwards may be limited in the future if the Company experiences an ownership change pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Ownership changes, as defined in the Internal Revenue Code, including those resulting from the issuance of

common stock in connection with the Company’s public offerings, may limit the amount of net operating loss and tax credit carryforwards that can be utilized to offset future taxable income or tax liability. The Company completed a study in 2023 to assess whether a change of control had occurred under Section 382, and it was determined that all net operating loss carryforwards and credits generated before December 2, 2022 are limited. As a result, the carryforwards before the ownership change date of December 2, 2022 are not available for utilization and have been written off. The carryforwards as of December 31, 2025 were generated after the ownership change of December 2, 2022.

A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has evaluated the positive and negative evidence bearing upon the realizability of the deferred tax assets. The Company concluded, in accordance with the applicable accounting standards, that it is more likely than not that the Company will be unable to realize the benefit of its deferred tax assets. Accordingly, the Company has recorded a full valuation allowance against its deferred tax assets.

The following table presents the changes in the balance of the Company’s deferred income tax asset valuation allowance:

 

 

December 31,

 

 

 

2025

 

 

2024

 

Valuation allowance at beginning of year

 

$

130,690

 

 

$

91,705

 

Increases recorded to income tax provision

 

 

59,747

 

 

 

38,985

 

Valuation allowance at end of year

 

$

190,437

 

 

$

130,690

 

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. The Company’s C-Corporation tax years beginning with the year ended December 31, 2021 are open under statute. Any tax credit or net operating loss carryforward can be adjusted in future periods after the respective year of generation’s statute of limitation has closed.

As of December 31, 2025 and 2024, the Company did not have unrecognized tax benefits. The Company recognizes interest and penalties related to income taxes as a component of income tax expense. As of December 31, 2025 and 2024, no interest and penalties have been recorded.

Historical Timeline

Fiscal YearFiled
2025Mar 19, 2026Showing above
2024Mar 6, 2025
2023Mar 13, 2024
2022Mar 23, 2023
2021Mar 14, 2022

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.