Tyra Biosciences, Inc. Income Taxes Disclosure
8. Income Taxes
The Company's pretax losses for the years ended December 31, 2025 and 2024 are from U.S. operations. There was no provision for or benefit from income taxes for the years ended December 31, 2025 and 2024.
The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures prospectively, as disclosed in Note 1. The following is a reconciliation between the provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate for the year ended December 31, 2025, in accordance with the new disclosure requirements (in thousands):
|
|
Year Ended |
|
|||||
|
|
Amount |
|
|
% |
|
||
Income tax benefit at statutory federal rate |
|
$ |
(25,189 |
) |
|
|
21.00 |
% |
State and local taxes, net of federal benefit (1) |
|
|
(1,330 |
) |
|
|
1.11 |
% |
Tax credits |
|
|
|
|
|
|
||
Federal research and development credits |
|
|
(6,411 |
) |
|
|
5.35 |
% |
Changes in valuation allowance |
|
|
23,683 |
|
|
|
-19.75 |
% |
Nontaxable or nondeductible items |
|
|
|
|
|
|
||
Stock based compensation |
|
|
1,653 |
|
|
|
-1.38 |
% |
Officer compensation |
|
|
4,725 |
|
|
|
-3.94 |
% |
Other |
|
|
46 |
|
|
|
-0.04 |
% |
Changes in unrecognized tax benefits |
|
|
2,823 |
|
|
|
-2.35 |
% |
Provision for income taxes |
|
$ |
— |
|
|
|
0.00 |
% |
(1) The state that contributes to the majority (greater than 50%) of the tax effect in this category is California for the year ended December 31, 2025.
The following is a reconciliation between the provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate for the year ended December 31, 2024, in accordance with the guidance prior to the adoption of ASU 2023-09 (in thousands):
|
|
Year Ended |
|
|
Expected tax benefit at statutory rate |
|
$ |
(18,161 |
) |
State income tax, net of federal benefit |
|
|
(134 |
) |
Stock based compensation |
|
|
(757 |
) |
Officer compensation |
|
|
977 |
|
Permanent items and other |
|
|
7 |
|
Research credits |
|
|
(4,363 |
) |
Change in valuation allowance |
|
|
22,431 |
|
Provision for income taxes |
|
$ |
— |
|
The Company did not pay federal or state cash income taxes or have cash income taxes refunded in the year ended December 31, 2025.
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2025 and 2024 are as follows (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Deferred tax assets: |
|
|
|
|
|
|
||
Net operating loss carryforwards |
|
$ |
41,792 |
|
|
$ |
18,938 |
|
Capitalized research and development |
|
|
24,439 |
|
|
|
27,105 |
|
Tax credits |
|
|
16,380 |
|
|
|
10,725 |
|
Stock based compensation |
|
|
4,570 |
|
|
|
5,771 |
|
Other, net |
|
|
2,287 |
|
|
|
2,267 |
|
Total deferred tax assets |
|
|
89,468 |
|
|
|
64,806 |
|
Valuation allowance |
|
|
(88,026 |
) |
|
|
(63,267 |
) |
Deferred tax assets, net of valuation allowance |
|
|
1,442 |
|
|
|
1,539 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
||
Depreciation |
|
|
(175 |
) |
|
|
(256 |
) |
Right of use assets |
|
|
(1,182 |
) |
|
|
(1,283 |
) |
Other, net |
|
|
(85 |
) |
|
|
— |
|
Total deferred tax liabilities |
|
|
(1,442 |
) |
|
|
(1,539 |
) |
Net deferred tax assets / (liabilities) |
|
$ |
— |
|
|
$ |
— |
|
The Company has established a valuation allowance against its net deferred tax assets due to the uncertainty surrounding the realization of such assets. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred assets are realizable, the valuation allowance will be reduced. The Company has recorded a full valuation allowance of $88.0 million as of December 31, 2025 as management cannot conclude that it is more likely than not that certain deferred tax assets will be realized primarily due to the history of losses from inception. The Company increased its valuation allowance by approximately $24.8 million during the year ended December 31, 2025.
At December 31, 2025, the Company had federal and state tax loss carry forwards of approximately $188.7 million and $67.3 million, respectively. As a result of the Tax Cuts and Jobs Act of 2017, for U.S. income tax purposes, net operating losses generated after December 31, 2017 can be carried forward indefinitely, but are limited to 80% utilization against future taxable income each year. Of the amount of federal and state net operating loss carryforwards, $188.7 million and $1.7 million, respectively, can be carried forward indefinitely. Unless previously utilized, the state net operating losses will begin to expire in 2038.
At December 31, 2025, the Company has federal and state research and development tax credits of $18.1 million and $4.5 million, respectively. The federal research and development tax credit carryforwards begin to expire in 2040, the state research and development tax credit carryforwards of $4.4 million will not expire and the state research and development tax credit carryforwards of $0.1 million will begin to expire in 2039.
Pursuant to the IRC Sections 382 and 383, annual use of the Company’s net operating loss (NOL) and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a three-year period. The Company has not completed an ownership change analysis pursuant to IRC Section 382. If ownership changes have occurred or occurs in the future, the amount of remaining tax attribute carryforwards available to offset taxable income and income tax expense in future years may be restricted or eliminated. If eliminated, the related asset would be removed from deferred tax assets with a corresponding reduction in the valuation allowance.
Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement. Adjustment may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitations barring an assessment for an issue.
The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination by tax authorities.
The following table summarizes the changes to the Company’s gross unrecognized tax benefits for the years ended December 31, 2025 and 2024, respectively (in thousands):
|
|
Year Ended |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Beginning balance at January 1 |
|
$ |
5,529 |
|
|
$ |
3,006 |
|
Additions related to current year positions |
|
|
2,043 |
|
|
|
1,869 |
|
Additions related to prior year positions |
|
|
1,133 |
|
|
|
654 |
|
Ending balance at December 31 |
|
$ |
8,705 |
|
|
$ |
5,529 |
|
Due to the existence of the valuation allowance, future recognition of previously unrecognized tax benefits will not impact the Company’s effective tax rate. The Company is subject to taxation in the United States and various state jurisdictions. All of the Company’s tax years from inception are subject to examination by federal and state tax authorities. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense.
The Company had no accrued interest or penalties related to income tax matters in the Company’s balance sheet as of December 31, 2025 and has not recognized interest or penalties in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024. Further, the Company is not currently under examination by any federal, state or local tax authority.
On July 4, 2025, the U.S. President signed into law H.R.1, the legislation commonly known as the One Big Beautiful Bill (OBBB). This legislation extended, modified, or made permanent many of the tax provisions which were initially enacted as part of the Tax Cuts and Jobs Act of 2017. The OBBB contains a number of tax provisions including, but not limited to, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest, bonus depreciation modifications, as well as international tax provision modifications. The Company has reflected the effect of OBBB within the provision for income taxes and the deferred taxes as of December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
| 2023 | Mar 19, 2024 | |
| 2022 | Mar 22, 2023 | |
| 2021 | Mar 3, 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.