Xilio Therapeutics, Inc. Income Taxes Disclosure
12. Income Taxes
The components of loss before income taxes were as follows:
|
|
Year Ended December 31, |
|
|||||||
|
|
2025 |
|
|
2024 |
|
||||
Domestic |
|
$ |
|
(35,036 |
) |
|
$ |
|
(58,241 |
) |
Total loss before income taxes |
|
$ |
|
(35,036 |
) |
|
$ |
|
(58,241 |
) |
The Company has not recorded a current or deferred tax provision for years ended December 31, 2025 and 2024.
The following table reconciles the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2025:
|
Year Ended December 31, 2025 |
||||||||
|
Amount |
|
|
Percentage |
|||||
Federal statutory income tax rate |
$ |
|
(7,357 |
) |
|
|
21.0 |
|
% |
State and local income taxes, net of federal income tax effect |
|
|
(4 |
) |
|
|
0.0 |
|
|
|
|
|
|
|
|
|
|
||
Tax credits: |
|
|
|
|
|
|
|
||
Research and development tax credits |
|
|
(2,166 |
) |
|
|
6.2 |
|
|
|
|
|
|
|
|
|
|
||
Change in valuation allowance |
|
|
9,929 |
|
|
|
(28.3 |
) |
|
|
|
|
|
|
|
|
|
||
Nontaxable or nondeductible items: |
|
|
|
|
|
|
|
||
Warrant and equity premiums |
|
|
(2,727 |
) |
|
|
7.8 |
|
|
Transaction costs |
|
|
480 |
|
|
|
(1.4 |
) |
|
Stock-based compensation |
|
|
1,583 |
|
|
|
(4.5 |
) |
|
Other |
|
|
262 |
|
|
|
(0.8 |
) |
|
|
|
|
|
|
|
|
|
||
Effective income tax rate |
$ |
|
— |
|
|
|
(0.00 |
) |
% |
As previously disclosed for the year ended December 31, 2024, prior to the adoption of ASU 2023-09, the effective income tax rate differed from the federal statutory income tax rate as follows:
|
|
Year Ended December 31, |
|||
|
|
2024 |
|||
Tax effected at statutory rate |
|
|
21.0 |
|
% |
State taxes |
|
|
7.4 |
|
|
Stock-based compensation |
|
|
(1.0 |
) |
|
Non-deductible expenses |
|
|
(1.2 |
) |
|
Federal research and development credits |
|
|
4.0 |
|
|
Change in valuation allowance |
|
|
(30.2 |
) |
|
Effective income tax rate |
|
|
0.0 |
|
% |
Deferred tax assets consist of the following as of December 31, 2025 and 2024:
|
|
Year Ended December 31, |
|
|||||||
|
|
2025 |
|
|
2024 |
|
||||
Deferred tax assets: |
|
|
|
|
|
|
|
|
||
Federal net operating loss carryforwards |
|
$ |
|
55,331 |
|
|
$ |
|
51,548 |
|
State net operating loss carryforwards |
|
|
|
14,827 |
|
|
|
|
13,745 |
|
Capitalized research and development expenditures |
|
|
|
19,804 |
|
|
|
|
28,934 |
|
Research and development credit carryforwards |
|
|
|
16,021 |
|
|
|
|
13,149 |
|
Deferred revenue |
|
|
|
16,572 |
|
|
|
|
2,089 |
|
Lease liability |
|
|
|
1,900 |
|
|
|
|
2,224 |
|
Accruals and reserves |
|
|
|
148 |
|
|
|
|
151 |
|
Intangible assets |
|
|
|
1,617 |
|
|
|
|
1,777 |
|
Stock-based compensation |
|
|
|
1,225 |
|
|
|
|
1,362 |
|
Total deferred tax assets: |
|
|
|
127,445 |
|
|
|
|
114,979 |
|
Valuation allowance |
|
|
|
(125,437 |
) |
|
|
|
(112,522 |
) |
Subtotal |
|
|
|
2,008 |
|
|
|
|
2,457 |
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
||
Property and equipment |
|
|
|
(927 |
) |
|
|
|
(1,204 |
) |
Right of use asset |
|
|
|
(1,081 |
) |
|
|
|
(1,253 |
) |
Total deferred tax liabilities |
|
|
|
(2,008 |
) |
|
|
|
(2,457 |
) |
Net deferred tax assets |
|
$ |
|
— |
|
|
$ |
|
— |
|
The Company has had no income tax expense due to operating losses incurred since inception. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on this, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the deferred tax assets is not determined to be more likely than not. During the year ended December 31, 2025, the valuation allowance increased by $12.9 million primarily due to the Company’s net operating loss, capitalized research and development expenditures and tax credit carryforwards during the period.
As of December 31, 2025, the Company had $263.5 million and $234.6 million of federal and state operating loss carryforwards, respectively. Substantially all of the federal net operating loss carryforwards are not subject to expiration and the state net operating loss carryforwards begin to expire in 2038. These net operating loss carryforwards are available to reduce future federal taxable income, if any. As of December 31, 2025, the Company had federal and state research and development credit carryovers of $12.3 million and $4.7 million, respectively, which may be available to offset any future income tax and which will begin to expire in 2033. These loss and credit carryforwards are subject to review and possible adjustment by the appropriate taxing authorities.
Utilization of the Company’s net operating loss carryforwards and research and development credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) as well as similar state provisions. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and taxes, respectively. In general, an ownership change as defined by Section 382 of the Code results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than
50% over a three-year period. In the second quarter of 2024, the Company had an ownership change as defined by Section 382 and Section 383 of the Code. As a result, if the Company earns net taxable income, its ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset such taxable income may be subject to limitations, which could result in increased future tax liability to the Company and could have an adverse effect on its future results of operations.
The Company follows the provisions of ASC 740-10, Accounting for Uncertainty in Income Taxes, which specifies how tax benefits for uncertain tax positions are to be recognized, measured, and recorded in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified on the balance sheet; and provides transition and interim period guidance, among other provisions. As of December 31, 2025, and 2024, the Company has not recorded tax reserves associated with any unrecognized tax benefits. The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its statements of income. As of December 31, 2025, and 2024, the Company had no reserves for uncertain tax positions. For the years ended December 31, 2025 and 2024, no estimated interest or penalties were recognized on uncertain tax positions. The Company has not recorded any interest or penalties on any unrecognized tax benefits since its inception.
The Company has not conducted a study of its research and development credit carryforwards. This study may result in an adjustment to research and development credit carryforwards; however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the consolidated balance sheets or statements of operations and comprehensive loss if an adjustment were required.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Among other provisions, OBBBA permanently extended and modified certain expiring provisions of the 2017 Tax Cuts and Jobs Act and provided for the election to either fully deduct or continue to capitalize and amortize domestic research and development expenditures.
The Company files federal income tax returns in the United States, and state income tax returns in Massachusetts and various other state jurisdictions. The Company’s tax returns for the years ended December 31, 2022 to December 31, 2025 remain open to examination by the Internal Revenue Service and state taxing authorities. In addition, the Company’s tax carryover attributes such as net operating losses or credits from earlier periods are also subject to examination. The Company is currently not subject to any examinations by the Internal Revenue Service or any other tax authorities for any tax years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 23, 2026 | Showing above |
| 2024 | Mar 11, 2025 | |
| 2023 | Apr 1, 2024 | |
| 2022 | Mar 2, 2023 | |
| 2021 | Mar 1, 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.