Annual report [Section 13 and 15(d), not S-K Item 405]

Income Taxes

v3.26.1
Income Taxes
12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Tax

14. Income Taxes

No provision or benefit for federal or state income taxes has been recorded, as the Company has incurred a net loss for all of the periods presented, and the Company has provided a full valuation allowance against its deferred tax assets.

At December 31, 2025, the Company had federal net operating loss carryforwards of approximately $1.6 million which will begin to expire in varying amounts annually beginning in 2030 and $56.8 million of federal net operating losses with no expiration. At December 31, 2025, the Company had state net operating loss carryforwards of approximately $45.6 million which will begin to expire in varying amounts annually beginning in 2030. Utilization of net operating losses may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code, and similar state provisions. The annual limitations may result in the expiration of net operating losses and tax credits before utilization. The Company completed a Section 382 study through December 31, 2024, and determined there were likely ownership changes on June 5, 2021 and October 21, 2024, which will result in annual base limitations. The analysis determined there will be sufficient annual limitation to allow for the absorption of pre-change NOLs, and therefore, the Company will not write them off. Conversely, the analysis provides that the Company's federal R&D credits will expire unutilized, and as a result, the Company has written off the deferred tax assets related to these credits. The Company may have gone through a subsequent ownership change during 2025 due to an additional equity raise, though the Company has not calculated any base limitations at this point.

The reconciliation of the U.S. federal statutory rate to the Company’s effective tax rate is as follows:

 

 

 

 

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

 

 

2025

 

 

2024

 

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Pretax Income (Loss)

 

 

 $

 

(48,259

)

 

 

 

 $

 

(27,520

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 US Federal Statutory Tax Rate

 

 

 

 

(10,134

)

 

21.0%

 

 

 

(5,779

)

 

21.0%

 Tax Credits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 R&D tax credits

 

 

 

 

0.0%

 

 

 

(712

)

 

2.6%

 

 

 Limitation on tax attributes

 

 

 

 

0.0%

 

 

 

1,806

 

 

-6.6%

 Change in valuation allowance

 

 

 

 

7,142

 

 

-14.8%

 

 

 

4,023

 

 

-14.6%

 Nontaxable or Nondeductible Items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Stock-based compensation

 

 

1,726

 

 

-3.6%

 

 

 

666

 

 

-2.4%

 

 

 Acquisition costs

 

 

1,550

 

 

-3.2%

 

 

 

 

 

0.0%

 

 

 Other

 

 

(284

)

 

0.6%

 

 

 

(4

)

 

0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Total

 

 

 $

 

 

 

0.0%

 

$

 

 

 

0.0%

State and local income taxes, net of the federal income tax benefit, do not have any impact on the Company's effective tax rate since the Company is in a cumulative loss position over the past three years, and as a result, the Company offsets any deferred state tax with a valuation allowance.

 

The significant components of the Company’s deferred tax assets (liabilities) consist of the following at December 31, 2025 and 2024:

 

 

 

Year Ended December 31,

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

14,981,661

 

 

$

12,320,874

 

Capitalized research and development

 

 

10,495,043

 

 

 

6,895,747

 

Stock-based compensation

 

 

5,413,025

 

 

 

3,780,237

 

Accrued expenses

 

 

767,486

 

 

 

218,802

 

Fixed assets

 

 

 

 

 

447

 

Other

 

 

1,626

 

 

 

1,728

 

Total deferred tax assets before valuation allowance

 

 

31,658,841

 

 

 

23,217,835

 

Deferred tax asset valuation allowance

 

 

(31,658,841

)

 

 

(23,217,835

)

Net deferred tax asset (liability)

 

$

 

 

$

 

 

The Company has maintained a full valuation allowance against its deferred tax assets in all periods presented. A valuation allowance is required to be recorded when it is not more likely than not that some portion or all of the net deferred tax assets will be realized. Since the Company cannot determine that it is more likely than not that it will generate taxable income, and thereby realize the net deferred tax assets, a full valuation allowance has been provided. The valuation allowance increased $8.4 million and $5.7 million for the years ended December 31, 2025 and 2024, respectively. The increases in 2025 and 2024 are primarily related to each year’s taxable loss. The Company has no uncertain tax positions at December 31, 2025 and 2024 that would affect its effective tax rate. Since the Company is in a loss carryforward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available.

 

The One Big Beautiful Bill Act ("OBBBA") was passed and became effective for the Company during 2025. The legislation includes, among other provisions, permanent full expensing for certain business assets, changes to the interest deduction limitation under Section 163(j), amendments to international tax provisions including the global intangible low-taxed income (“GILTI”) and foreign-derived intangible income (“FDII”) regimes, the permanent extension of the controlled foreign corporation (“CFC”) look-through rule, as well as modifications to the treatment of research and development expenditures mentioned above.

 

Congress modified the treatment for research and development expenditures by adding new Section 174A, which applies for tax years beginning after December 31, 2024. Section 174A permits the immediate deduction of domestic R&D expenditures or, at the taxpayer’s election, capitalization and amortization over a period of at least five years beginning when the related benefits are first realized. Foreign R&D expenditures continue to be capitalized and amortized over 15 years. Transition provisions allow taxpayers either to continue amortizing amounts capitalized under the TCJA rules or to deduct remaining unamortized domestic R&D expenditures in the first tax year beginning after December 31, 2024. The Company has elected to continue amortizing previously capitalized domestic R&D expenditures over the remaining amortization period permitted under OBBBA.

 

The Company has historically not paid income taxes at the federal or state level as it has been in losses since inception.