Note 12. Income Taxes

No provision for income taxes was recorded for the years ended December 31, 2025 and 2024. The Company has incurred net operating losses for all the periods presented. The Company accounts for income taxes in accordance with the asset and liability method, which requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is not likely to be realized and, accordingly, has provided a full valuation allowance.

The components of the Company’s losses before income taxes were as follows (in thousands):

 

 

December 31,

 

 

 

2025

 

 

2024

 

Domestic

 

 

(241,979

)

 

 

(63,529

)

Foreign

 

 

(49

)

 

 

(34

)

Total

 

 

(242,028

)

 

 

(63,563

)

 

Significant components of the Company’s net deferred tax assets consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

41,051

 

 

$

34,048

 

Section 174 capitalized expense

 

 

21,798

 

 

 

13,411

 

Capitalized intangible costs

 

 

193

 

 

 

713

 

Research and development credits

 

 

2,250

 

 

 

2,250

 

Lease liabilities

 

 

1,858

 

 

 

1,823

 

Stock-based compensation

 

 

692

 

 

 

312

 

Accrual and reserves

 

 

939

 

 

 

599

 

Fixed assets

 

 

612

 

 

 

449

 

Other

 

 

4

 

 

 

6

 

Gross deferred tax assets

 

 

69,397

 

 

 

53,611

 

Less: valuation allowance

 

 

(67,717

)

 

 

(51,896

)

Deferred tax assets, net of valuation allowance

 

 

1,680

 

 

 

1,715

 

Deferred tax liabilities:

 

 

 

 

 

 

Right-of-use assets

 

 

(1,680

)

 

 

(1,690

)

Other

 

 

 

 

 

(25

)

Gross deferred tax liabilities

 

 

(1,680

)

 

 

(1,715

)

Total net deferred tax assets

 

$

 

 

$

 

The net valuation allowance increased by $15.8 million and decreased by $2.1 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company had net operating loss, or NOL, carryforwards of approximately $185.1 million and $31.3 million available to reduce future taxable income, if any, for federal and California state income tax purposes, respectively. NOL carryforwards generated after 2018 for federal tax reporting purposes of $181.6 million have an indefinite carryforward period. The remaining federal and state net operating loss carryforwards begin expiring in 2036.

As of December 31, 2025, the Company had research and development credit carryforwards of approximately zero and $3.8 million available to reduce future taxable income, if any, for federal and California state income tax purposes, respectively. The state credits carry forward indefinitely.

Federal and state laws impose substantial restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. As a result of such ownership changes, the Company’s ability to realize the potential future benefit of tax losses and tax credits that existed at the time of the ownership change may be limited and may expire unutilized. Such impairment of tax losses and tax credits would reduce the deferred tax asset and corresponding valuation allowance, as a result of the limitation. The Company completed an assessment of the available NOLs under Section 382 and determined that the Company underwent an ownership change in September 2020, April 2024 and November 2025. As a result of the annual limitations caused by the ownership changes, it was estimated the approximately $3.9 million of federal tax credit, $9.0 million of federal NOL and $76.2 million of California NOL will expire unrealized for income tax purposes, and such amounts are excluded from the carryforward balances as of December 31, 2025.

The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The unrecognized tax benefits, if recognized, would not have an impact on the Company’s effective tax rate assuming the Company continues to maintain a full valuation allowance position. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands):

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Balance at beginning of the year

 

$

925

 

 

$

1,725

 

Deductions for tax positions of prior years

 

 

 

 

 

(800

)

Balance at end of the year

 

$

925

 

 

$

925

 

The Company files income tax returns in the U.S. federal and California tax jurisdictions. As of the date these financial statements were issued, the Company is not under examination by any income tax authority. The federal and state income tax returns from December 31, 2016 to December 31, 2024 remain subject to examination.

A reconciliation of the provision for income taxes and income taxes computed using the statutory U.S. federal tax rate in accordance with the adopted ASU 2023-09 is as follows (in thousands, except percentages):

 

 

December 31, 2025

 

 

 

Amount

 

 

Percentage

 

Statutory rate

 

$

(50,826

)

 

 

21.00

%

State tax

 

 

 

 

 

 

   California statutory rate

 

 

(16,899

)

 

 

6.98

 

   Nontaxable and nondeductible items

 

 

 

 

 

 

      Gain on warrant liabilities

 

 

14,192

 

 

 

(5.78

)

      Other

 

 

100

 

 

 

(0.12

)

      Change in valuation allowance

 

 

8,231

 

 

 

(3.40

)

   Other

 

 

 

 

 

 

      Change in prior tax rates

 

 

(5,665

)

 

 

2.34

 

      Other

 

 

41

 

 

 

(0.02

)

Foreign tax affects

 

 

 

 

 

 

Others

 

 

10

 

 

 

 

Change in valuation allowance

 

 

7,590

 

 

 

(3.14

)

Nontaxable and nondeductible items

 

 

 

 

 

 

Gain on warrant liabilities

 

 

42,677

 

 

 

(17.63

)

Other

 

 

310

 

 

 

(0.13

)

Other adjustments

 

 

239

 

 

 

(0.10

)

Total

 

$

 

 

 

0.00

%

 

A reconciliation of the statutory U.S. federal tax rate to the Company’s effective tax rate for the year prior to the adoption of ASU 2023-09 is as follows:

 

 

 

 

 

December 31,

 

 

 

 

 

2024

 

Statutory rate

 

 

 

 

21.00

%

State tax

 

 

 

 

(4.33

)

Stock-based compensation

 

 

 

 

(1.07

)

Change in valuation allowance

 

 

 

 

3.24

 

Gain on warrant liabilities

 

 

 

 

(13.10

)

382 ownership change

 

 

 

 

(6

)

Other

 

 

 

 

(0.08

)

Total

 

 

 

 

0.00

%

 

In July 2025, the One Big Beautiful Bill Act, or OBBBA, was enacted into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The

legislation did not have a material impact on the 2025 effective tax rate or financial statements. The Company continues to review the OBBBA tax provisions to assess impacts on its consolidated financial statement and related disclosures.

Historical Timeline

Fiscal YearFiled
2025Mar 23, 2026Showing above
2024Mar 31, 2025
2023Apr 10, 2024
2022Mar 31, 2023
2021Mar 28, 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.