Wellgistics Health, Inc. Income Taxes Disclosure
NOTE 14. INCOME TAXES
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, and the enhanced disclosure requirements of ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures, adopted for the fiscal year ended December 31, 2025. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Components of Income Tax Expense
The Company’s operations are entirely domestic. For the years ended December 31, 2025 and 2024, the provision for income taxes was $ as the Company incurred net losses in both periods and maintains a full valuation allowance against its net deferred tax assets.
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Current : | ||||||||
| Federal | $ | $ | ||||||
| State and local | ||||||||
| Total current | ||||||||
| Deferred: | ||||||||
| Federal | ||||||||
| State and local | ||||||||
| Total deferred | ||||||||
| Total provision for income taxes | $ | $ | ||||||
Effective Tax Rate Reconciliation
The following table presents a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate in accordance with ASU 2023-09:
| December 31, | December 31, | |||||||||||||||
| 2025 | 2025(%) | 2024 | 2024(%) | |||||||||||||
| Pre-tax loss | $ | (101,274,530 | ) | 100 | % | $ | (6,856,226 | ) | 100 | % | ||||||
| Tax benefit at statutory federal rate | (21,263,006 | ) | -21 | % | (1,439,807 | ) | -21 | % | ||||||||
| State and local income taxes - federal | (5,568,882 | ) | -5.5 | % | (377,092 | ) | -5.5 | % | ||||||||
| Non-deductible impairment charges | 3,326,880 | 3.3 | % | 0 | % | |||||||||||
| Non-deductible loss on debt extinguishment | 791,799 | 0.8 | % | 0 | % | |||||||||||
| Change in valuation allowance | 22,719,071 | 22.4 | % | 1,816,900 | 26.5 | % | ||||||||||
| Effective income tax rate | $ | 0 | % | $ | 0 | % | ||||||||||
Deferred Tax Assets and Liabilities
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | $ | 25,304,718 | $ | 2,585,647 | ||||
| Accrued exp and other liabilities | 1,331,849 | 946,190 | ||||||
| Capitalized software | 488,563 | 428,775 | ||||||
| Total gross deferred tax assets | 27,125,130 | 3,960,612 | ||||||
| Deferred tax liabilities: | ||||||||
| None | ||||||||
| Total gross deferred tax liabilities | ||||||||
| Net deferred tax asset before valuation allowance | 27,119,268 | 3,960,612 | ||||||
| Less : Valuation allowance | (27,125,130 | ) | (3,960,612 | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
Net Operating Loss Carryforwards
As of December 31, 2025, the Company had estimated federal and state net operating loss carryforwards of approximately $85 million. These losses were generated in tax years ending after December 31, 2017 and carry forward indefinitely pursuant to the Tax Cuts and Jobs Act of 2017, subject to an annual utilization limitation of 80% of taxable income.
| Tax Year | Book Loss | Permanent difference | Est. Tax NOL | Expiration | ||||||||||
| 2022 | $ | 5,250 | $ | $ | 5,250 | Indefinite | ||||||||
| 2023 | 2,895,684 | 2,895,684 | Indefinite | |||||||||||
| 2024 | 6,856,226 | 6,856,226 | Indefinite | |||||||||||
| 2025 | 101,274,530 | 15,542,188 | 85,732,342 | Indefinite | ||||||||||
| Total | $ | 111,031,690 | $ | 15,542,188 | $ | 95,489,502 | ||||||||
Valuation Allowance
The Company has established a full valuation allowance against its net deferred tax assets as of December 31, 2025 and 2024, as management has determined that it is more likely than not that the net deferred tax assets will not be realized based on the Company’s history of operating losses and current financial position. The valuation allowance increased by $23,164,519 during the year ended December 31, 2025, primarily reflecting the increase in net operating loss carryforwards, impairment-related temporary differences, and accrued expenses arising during the period.
| 2025 | 2024 | |||||||
| Balance, beginning of year | $ | 3,960,612 | $ | |||||
| Increase: | ||||||||
| Current year NOL generated | 22,719,071 | 2,585,647 | ||||||
| Accrued expenses and other current liabilities | 385,660 | 946,190 | ||||||
| Capitalized software | 59,788 | 428,775 | ||||||
| Balance, end of year | $ | 27,125,130 | $ | 3,960,612 | ||||
The Company has evaluated its tax positions in accordance with ASC 740-10 and has determined that there are no material unrecognized tax benefits as of December 31, 2025 and 2024.
In accordance with ASU 2023-09, the Company discloses that income taxes were paid at the federal or state level during the years ended December 31, 2025 and 2024.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 20, 2026 | Showing above |
| 2024 | Mar 25, 2025 | |
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.