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 Taxes

8. Income Taxes

 

The Company has not recorded a current or deferred tax expense or benefit, nor has it paid cash taxes to any jurisdiction for the years ended December 31, 2025, or December 31, 2024. The net losses for the years ended December 31, 2025, and December 31, 2024, were generated solely in the United States. A reconciliation between the provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate is as follows:

 

                                 
   

Years Ended

December 31,

 
(in thousands)   2025    

2024

 
Income taxes (benefit) at statutory rates   $ (1,587 )     21.00 %   $ (2,580 )     21.00 %
State and local income taxes, net of federal benefit *     (10 )     0.13 %     (14 )     0.11 %
Tax credits                                
Research and development credits     (158 )     2.09 %     (406 )     3.31 %
Change in valuation allowances     1,690       (22.36 %)     2,509       (20.42 %)
Non-taxable or non-deductible items                                
Permanent and other differences     1       (0.01 %)     (65 )     0.53 %
Stock-based compensation     15       (0.20 %)     441       (3.59 %)
Changes in unrecognized tax benefits     49       (0.66 %)     115       (0.94 %)
Other, net     -       -     -       -
Income tax expense (benefit)   $ -           $ -        

 

* State taxes in California made up the majority (greater than 50%) of the tax effect in this category for the years ended December 31, 2025, and December 31, 2024.

 

 

Significant components of the Company’s net deferred tax assets are as follows:

 

(in thousands)   2025     2024  
    As of December 31,  
(in thousands)   2025     2024  
Net operating loss carryforwards   $ 6,629     $ 4,270  
Research and development carryforwards     1,091       942  
Capitalized research and development     1,916       2,616  
Stock-based compensation expense     25       10  
Intangible assets     4       4  
Other, net     71       173  
Gross deferred tax assets     9,736       8,015  
Less: valuation allowance     (9,736 )     (8,015 )
Total deferred tax assets   $ -     $ -  

 

The Company has established a full valuation allowance for its deferred tax assets due to uncertainties that preclude it from determining that it is more likely than not that the Company will be able to generate sufficient taxable income to realize such assets. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception.

 

Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. Based on this evaluation, as of December 31, 2025, and 2024, a valuation allowance of $9.7 million and $8.0 million, respectively, or an increase of $1.7 million, has been recorded against all of the Company’s net deferred tax assets, as the Company has determined that none of the Company’s balance of deferred tax assets is more likely than not to be realized. The amount of deferred tax assets considered realizable, however, could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence, such as estimates of future taxable income during carryforward periods and the Company’s projections for growth.

 

As of December 31, 2025, the Company had federal net operating loss carryforwards, or NOLs, available of $31.6 million before consideration of limitations under Section 382 of the Internal Revenue Code of 1986, or Section 382 of the Code, as further described below. The NOL will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. The Company had state NOL carryforwards available of $5.0 million as of December 31, 2025. The state NOL may be used to offset future taxable income and will begin to expire in 2041, unless previously utilized.

 

As of December 31, 2025, the Company had federal and state research and development tax credit carryforwards available of $1.3 million and $0.2 million, respectively. The federal credit carryforwards will begin to expire in 2041, unless previously utilized. The state research and development credits carry forward indefinitely.

 

Utilization of the Company’s NOL and research and development credit carryforwards may be subject to substantial annual limitations in the event a cumulative ownership change has occurred, or that occur in the future, as required by Section 382 of the Code. An ownership change, as defined by the Code, occurs when certain stockholders or public groups acquire more than 50% of a company’s outstanding common stock through a single transaction or series of transactions spanning a three-year period. Such an ownership change may limit the amount of NOL and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not completed such an ownership change analysis pursuant to Section 382 of the Code and therefore has established a full valuation allowance as the realization of such deferred tax assets has not met the more likely than not threshold requirement. If ownership changes have occurred or occur 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. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate.

 

 

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 the tax authorities. Further, due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact the effective tax rate.

 

The following table summarizes the activity related to the Company’s gross unrecognized tax benefits at the beginning and end of the periods presented:

 

(in thousands)   2025     2024  
   

Years Ended

December 31,

 
(in thousands)   2025     2024  
Beginning balance of unrecognized tax benefits   $ 764     $ 645  
Additions based on tax positions related to the current year     53       119  
Additions for tax positions of prior years     -       -  
Reductions for tax positions in prior years     -       -  
Ending balance of unrecognized tax benefits   $ 817     $ 764  

 

The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets. If recognized, none of these amounts would affect the Company’s effective tax rate, since it would be offset by an equal corresponding adjustment in the deferred tax asset valuation allowance.

 

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company’s balance sheets as of December 31, 2025, or 2024, and has not recognized interest and/or penalties in the statements of operations for the years ended December 31, 2025, and 2024.

 

The Company is subject to taxation in the United States and various states. The Company is subject to examination by tax authorities in those jurisdictions from inception. The Company is not currently under examination by any jurisdiction.

 

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which enacts significant changes to U.S. tax and related laws. Some of the provisions of the new tax law affecting corporations include, but are not limited to, current deduction of domestic research expenses, increasing the limit of the deduction of interest expense deduction to thirty percent of earnings before interest, taxes, depreciation and amortization, and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025. The provisions of the OBBBA became effective for the Company during the three months ended September 30, 2025. The Company has evaluated the impact the new tax law had on its financial condition and results of operations. The OBBBA did not result in any material adjustments to the Company’s total income tax provision for the year ended December 31, 2025.