Surrozen, Inc./DE Income Taxes Disclosure
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 Year | Filed | |
|---|---|---|
| 2025 | Mar 23, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Apr 10, 2024 | |
| 2022 | Mar 31, 2023 | |
| 2021 | Mar 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.