INCOME TAXESThe US and foreign components of loss before provision for income taxes for the years ended December 31, 2025, 2024 and 2023, are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
United States | $ | (89,164) | | | $ | (78,238) | | | $ | (101,535) | |
Foreign | (4,676) | | | (10,424) | | | (13,614) | |
Loss before provision for income taxes | $ | (93,840) | | | $ | (88,662) | | | $ | (115,149) | |
The components of the provision for income taxes for the years ended December 31, 2025, 2024 and 2023, are as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| Current: | | | | | |
Federal | $ | — | | | $ | — | | | $ | — | |
State | 243 | | | 169 | | | 148 | |
Foreign | 1,685 | | | 1,499 | | | 1,500 | |
Total current tax expense | 1,928 | | | 1,668 | | | 1,648 | |
| Deferred: | | | | | |
Federal | — | | | — | | | — | |
State | — | | | — | | | — | |
Foreign | 593 | | | 222 | | | 167 | |
Total deferred tax benefit | 593 | | | 222 | | | 167 | |
Total provision for income taxes | $ | 2,521 | | | $ | 1,890 | | | $ | 1,815 | |
The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2025, 2024 and 2023:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
Federal statutory income tax rate | 21.0 | % | | 21.0 | % | | 21.0 | % |
State income tax expense | (0.2) | | | (0.2) | | | (0.1) | |
Foreign rate differential | (2.0) | | | 0.9 | | | 0.6 | |
Derivatives revaluation | (4.0) | | | (1.1) | | | (0.3) | |
Stock-based compensation | (2.1) | | | (4.1) | | | (1.6) | |
Other nondeductible expenses | (1.1) | | | (1.7) | | | (0.9) | |
Valuation allowance | (14.0) | | | (18.2) | | | (20.7) | |
Other—net | (0.3) | | | 1.3 | | | 0.4 | |
Effective income tax rate | (2.7) | % | | (2.1) | % | | (1.6) | % |
The components of deferred tax assets and liabilities as of December 31, 2025 and 2024, are as follows (in thousands):
| | | | | | | | | | | |
| December 31, 2025 | | December 31, 2024 |
| Deferred tax assets: | | | |
Net operating loss carryforwards | $ | 266,042 | | | $ | 259,111 | |
Accruals and reserves | 3,230 | | | 2,810 | |
Capitalized research and development costs | 60,295 | | | 49,414 | |
Stock-based compensation | 5,011 | | | 3,559 | |
Tax deductible goodwill | 765 | | | — | |
Other | 3,599 | | | 1,750 | |
Total deferred tax assets | 338,942 | | | 316,644 | |
Less valuation allowance | (327,554) | | | (307,181) | |
Total deferred tax assets—net of valuation allowance | 11,388 | | | 9,463 | |
| Deferred tax liabilities: | | | |
Intangibles | (6,766) | | | (6,844) | |
Other | (4,093) | | | (2,218) | |
Total deferred tax liabilities | (10,859) | | | (9,062) | |
Net deferred tax assets | $ | 529 | | | $ | 401 | |
Based on available evidence, management believes it is not more likely than not that the net deferred tax assets will be fully realizable. As such, the Company has recorded a valuation allowance against net deferred tax assets in all jurisdictions, except for jurisdictions where the Company has historically generated taxable income. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing taxable temporary differences, and tax planning strategies by jurisdiction. The Company’s judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the Company’s income tax provision would increase or decrease in the period in which the assessment is changed. The Company had a valuation allowance against net deferred tax assets of $327.6 million and $307.2 million as of December 31, 2025 and 2024, respectively. The valuation allowance changed by $20.4 million and $16.4 million during the years ended December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, the change in the valuation allowance was primarily attributable to an increase in the amount of net operating loss (NOL) carryforwards and research and development capitalization, which the Company does not expect to recover.
As of December 31, 2025, the Company had US federal NOL carryforwards of $704.2 million, of which $171.1 million were generated prior to the enactment of the 2017 Tax Cuts and Jobs Act (“TCJA”), and therefore would begin to expire in 2035, and $533.1 million that have an unlimited carryover period. As of December 31, 2025, the Company had US state NOL carryforwards of $1.09 billion that begin to expire in 2027.
As of December 31, 2025, the Company had foreign NOL carryforwards of $5.2 million that begin to expire in 2030 and $226.5 million that have an unlimited carryover period.
As of December 31, 2025, the Company did not have any tax credit carryforwards.
Under Section 382 of the Internal Revenue Code, the Company’s ability to utilize NOL carryforwards or other tax attributes in any taxable year may be limited if it experiences an ownership change. The most recent formal Section 382 study was completed as of December 31, 2021, and concluded that the last ownership change for Section 382 purposes was in 2020. The Company has not completed any subsequent formal Section 382 study. As any limitation imposed by section 382 to a non-indefinite tax attribute would result in a corresponding offsetting change in the valuation allowance for U.S. federal and state purposes, no impact of the effective tax rate would be required.
The Company is subject to taxation in the US and various state and foreign jurisdictions. 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 the federal, state, or foreign tax authorities to the extent utilized in a future period. As of December 31, 2025, due to the NOLs generated, all the years remain open to examination by the US federal, state and foreign tax authorities. The IRS is examining the 2022 tax year for US federal purposes. There have been no examinations of the Company’s US state income tax returns.
The Company has not provided US income or foreign withholding taxes on the undistributed earnings of its foreign subsidiaries as of December 31, 2025 and 2024, because it intends to permanently reinvest such earnings outside of the United States. If these foreign earnings were to be repatriated in the future, the related US tax liability will be immaterial, due to the participation exemption put in place under the TCJA.
The Company’s policy is to recognize interest and penalties associated with uncertain tax positions as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. As of and for the year ended December 31, 2025, the Company has not recognized any interest and penalties in its consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. As of December 31, 2025, the Company does not have any uncertain tax positions.