13. INCOME TAXES

The components of net (loss) income before income tax expense are as follows:

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

 

 

 

 

 

Domestic

$

(73,150

)

 

$

(55,483

)

Foreign

 

229

 

 

 

(2,499

)

Loss before income tax

$

(72,921

)

 

$

(57,982

)

The components of the provision for income taxes are as follows:

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Current expense (benefit):

 

 

 

 

 

 

    Federal

 

$

 

 

$

 

    State

 

 

45

 

 

 

 

    Foreign

 

 

1,185

 

 

 

 

 Total current expense (benefit):

 

 

1,230

 

 

 

 

Deferred expense (benefit):

 

 

 

 

 

 

    Federal

 

 

14,931

 

 

 

13,004

 

    State

 

 

4,127

 

 

 

3,181

 

    Foreign

 

 

(380

)

 

 

741

 

             Deferred tax benefit

 

 

18,678

 

 

 

16,926

 

Less change in valuation allowance

 

 

(18,678

)

 

 

(16,926

)

Total income tax expense (benefit)

 

$

1,230

 

 

$

 

 

 

 

 

 

 

 

 

The reconciliation of the Company's statutory tax rate and effective tax rate is as follows:

 

Year Ended December 31,

 

 

2025

 

 

2024

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

Pretax loss

$

(72,921

)

 

 

-

 

 

$

(57,982

)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Federal statutory income tax rate

 

(15,313

)

 

 

21.0

%

 

 

(12,176

)

 

 

21.0

%

State and local income taxes, net of federal benefit(a)

 

45

 

 

 

(0.1

)%

 

 

-

 

 

 

%

Foreign tax effects:

 

 

 

 

 

 

 

 

 

 

 

   Australia-tax on sale of commercialization rights

 

1,185

 

 

 

(1.6

)%

 

 

693

 

 

 

(1.2

)%

   Australia-other

 

(37

)

 

 

0.1

%

 

 

-

 

 

 

%

  Other foreign jurisdictions

 

(12

)

 

 

%

 

 

(168

)

 

 

0.3

%

Tax credits:

 

 

 

 

 

 

 

 

 

 

 

   Federal R&D credit

 

(1,418

)

 

 

1.9

%

 

 

(1,247

)

 

 

2.2

%

Change in valuation allowance

 

14,931

 

 

 

(20.4

)%

 

 

13,004

 

 

 

(22.5

)%

Nontaxable or nondeductible items:

 

 

 

 

 

 

 

 

 

 

 

   SAFE liability loss

 

-

 

 

 

%

 

 

968

 

 

 

(1.7

)%

   Equity-based compensation

 

1,442

 

 

 

(2.0

)%

 

 

(727

)

 

 

1.3

%

Other

 

407

 

 

 

(0.6

)%

 

 

(347

)

 

 

0.6

%

Effective income tax rate

$

1,230

 

 

 

(1.7

)%

 

$

-

 

 

 

%

 

(a) State taxes in Massachusetts make up the majority (greater than 50 percent) of the tax effect in this category.

The components of the Company’s net deferred tax assets and liabilities are as follows:

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Deferred tax assets

 

 

 

 

 

 

    Net operating loss carryforward

 

$

123,867

 

 

$

109,392

 

    Research credits

 

 

15,755

 

 

 

13,946

 

    Accruals & other

 

 

913

 

 

 

863

 

    Capitalized research and development expenses

 

 

43,829

 

 

 

40,742

 

    Stock-based compensation

 

 

1,750

 

 

 

2,112

 

    Amortization

 

 

3,167

 

 

 

3,555

 

    Lease liability

 

 

240

 

 

 

660

 

        Total deferred tax assets

 

 

189,521

 

 

 

171,270

 

Valuation allowance

 

 

(188,891

)

 

 

(170,177

)

        Net deferred tax assets

 

$

630

 

 

$

1,093

 

Deferred tax liabilities

 

 

 

 

 

 

    Depreciation

 

$

(394

)

 

$

(485

)

    Right of use asset

 

 

(236

)

 

 

(608

)

        Total deferred tax liabilities

 

 

(630

)

 

 

(1,093

)

        Net deferred tax assets (liabilities)

 

$

 

 

$

 

 

As of December 31, 2025, the Company had $453.3 million of U.S. federal net operating loss carryforwards, all of which have an unlimited carryforward period. As of December 31, 2025, the Company had $123.7 million of state net operating loss carryforwards, which begin to expire at various dates from 2038 through 2045. As of December 31, 2025, the Company had $8.0 million of foreign net operating loss carryforwards, which is comprised of $7.6 million in Australia that have an unlimited carryforward period and $0.4 million in Canada that begin to expire in 2044.

As of December 31, 2025, the Company had $11.9 million of U.S. federal research and development tax credits that begin to expire in 2039. As of December 31, 2025, the Company had $4.9 million of state research and development tax credits that begin to expire at various dates from 2034 through 2040.

The future realization of the tax benefits from existing temporary differences and tax attributes ultimately depends on the existence of sufficient taxable income. The Company assesses the realizability of its deferred tax assets at each balance sheet date. In assessing the realization of its deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the projected future taxable income, expected reversal of existing deferred tax liabilities, and tax planning strategies in making this assessment. After consideration of all available evidence, both positive and negative, the Company determined that it is not more likely than not that its net deferred tax assets will be realized in the foreseeable future. As a result, the Company increased its valuation allowance by $18.7 million as of December 31, 2025.

The future realization of the Company's net operating loss carryforwards and other tax attributes may also be limited by the change in ownership rules under the U.S. Internal Revenue Code Section 382. Under Section 382, if a corporation undergoes an ownership change (as defined), the corporation’s ability to utilize its net operating loss carryforwards and other tax attributes to offset income may be limited. The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes.

The Company does not provide for U.S. Federal, state, and applicable foreign income and withholding taxes on the financial reporting basis over the tax basis of its foreign subsidiary investment because the Company has the intentions and ability to indefinitely reinvest the undistributed earnings of its foreign subsidiaries. As a result, deferred taxes have not been recorded for the outside basis differences in its foreign subsidiary as of December 31, 2025 to the extent such differences are expected to result in future taxable income upon repatriation. The Company reviews its ability and intentions to indefinitely reinvest its foreign earnings at each balance sheet.

The Company records uncertain tax positions as liabilities in accordance with ASC 740-10 and adjusts these liabilities when judgment changes as a result of the evaluation of new information not previously available. Since there is complexity in some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. The calculation and assessment of the Company's income tax exposures generally involves the uncertainties in the application of complex tax laws and regulations for federal, state, and foreign jurisdictions. A tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon local tax examination including resolutions of any related appeals or litigation on the basis of the technical merits.

The Company files income tax returns in the US, Australia and Canada, which are the Company's major jurisdictions where it is subject to tax examination by local tax authorities. The Company is not currently under examination for income taxes, and is not aware of any issues

under review that could result in significant payments, accruals or material deviation from its tax positions. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by local tax authorities to the extent utilized in a future period. The statute of limitations for the Company has expired for tax years prior to 2021.

The following summarizes the Company's income taxes paid (net of refunds received) for the years presented :

Year Ended December 31,

 

2025

 

 

2024

 

    Federal

$

 

 

$

 

    State

 

45

 

 

 

 

    Foreign

 

1,185

 

 

 

 

 Total income tax paid, net

$

1,230

 

 

$

 

 

 

 

 

 

 

The following summarizes the jurisdictions that exceeded 5% of the Company's total income taxes paid (net of refunds) for the years presented:

Year Ended December 31,

2025

 

 

2024

 

 

 

 

 

Australia

$

1,185

 

 

*

* Jurisdiction below the threshold for the period presented.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Mar 20, 2025
2023Mar 14, 2024
2022Mar 23, 2023

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.