v3.25.4
Income Taxes
12 Months Ended
Dec. 31, 2025
Income Tax Disclosure [Abstract]  
Income Taxes
(11)
Income Taxes

 

During the years ended December 31, 2025 and 2024, the Company recorded no income tax benefits for the net operating losses incurred due to its uncertainty of reclaiming a benefit for those losses.

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

108,888

 

 

$

102,145

 

Tax credit carryforwards

 

 

10,926

 

 

 

10,931

 

Accrued expenses

 

 

210

 

 

 

132

 

Property and equipment

 

 

 

 

 

28

 

Lease liabilities

 

 

 

 

 

 

Equity compensation

 

 

1,089

 

 

 

2,191

 

Amortizable intangibles

 

 

867

 

 

 

984

 

Amortizable research expenditures (1)

 

 

12,236

 

 

 

17,958

 

Other

 

 

64

 

 

 

64

 

Gross deferred tax assets

 

 

134,280

 

 

 

134,433

 

Deferred tax liabilities:

 

 

 

 

 

 

Right of use assets

 

 

 

 

 

 

Gross deferred tax liabilities

 

 

 

 

 

 

Valuation allowance

 

 

(134,280

)

 

 

(134,433

)

Net deferred tax assets

 

$

 

 

$

 

 

(1) Under the Tax Cuts and Jobs Act (TCJA), research and experimental (R&D) expenditures are capitalized and amortized under section 174 for tax years beginning after December 31, 2021. These costs are amortized for tax purposes over 5 years since the R&D was performed in the U.S. The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025. OBBBA includes modifications to several provisions of TCJA, including reinstating full expensing for domestic R&D expenditures. The Company is considering the OBBBA amendments and transition rules for domestic R&D expenditures that were previously capitalized under TCJA. The unamortized balance of these costs is presented as a deferred tax asset in the table above.

 

Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of the Company’s deferred tax assets, which are comprised principally of net operating loss carryforwards, and determined that it is more likely than not that the Company will not recognize the benefits of the deferred tax assets. As a result, a full valuation allowance of approximately $134.3 million and $134.4 million was established at December 31, 2025 and 2024, respectively.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA includes significant changes to U.S. tax law, including making permanent certain provisions originally enacted under the Tax Cuts and Jobs Act, such as 100% bonus depreciation, the immediate expensing of domestic research and development costs, and the limitation on the deductibility of business interest expense. The provisions of the OBBBA did not have a material impact on the effective income tax rate.

As further described in Note 2, Summary of Significant Accounting Policies, we have elected to prospectively adopt the guidance in ASU 2023-09. The following table is a reconciliation of our effective income tax rate to the statutory federal income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09:

 

 

 

 

 

 

 

 

 

(In thousands, except percentages)

 

Year ended December 31, 2025

 

 

Rate

 

 

Tax

 

U.S. federal statutory rate

 

21.00

%

 

 

(209

)

State income taxes, net of federal effect

 

 

 

 

 

Tax credits

 

 

 

 

 

Changes in valuation allowances

 

14.32

%

 

 

(142

)

Nontaxable or nondeductible items

 

 

 

 

 

          Stock compensation

 

(10.39

)%

 

 

103

 

          Fair market value change of warrant liability

 

48.74

%

 

 

(485

)

          Other

 

(0.86

)%

 

 

9

 

Other adjustments

 

 

 

 

 

          Cancelled stock awards

 

(72.99

)%

 

 

726

 

          Other

 

0.18

%

 

 

(2

)

Effective income tax rate

 

 

 

 

 

 

The following table is a reconciliation of our effective income tax rate to the statutory federal income tax rate for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09:

 

 

2024

 

 

Tax Rate

 

U.S. federal statutory rate

 

21

%

State income taxes, net of federal benefit

 

9

%

Other permanent differences

 

9

%

Tax credits

 

2

%

Other items

 

(1

)%

Net change in valuation allowance

 

(40

)%

Effective income tax rate

 

 

 

The Company's cash paid for income taxes, net of refunds received, consisted of the following for the year ended December 31, 2025 (in thousands):

 

 

 

2025

 

Federal

 

$

 

Massachusetts

 

 

11

 

             Total

 

$

11

 

 

A roll-forward of the valuation allowance for the years ended December 31, 2025 and 2024 is as follows (in thousands):

 

 

 

Years ended December 31,

 

 

 

2025

 

 

2024

 

Balance at beginning of year

 

$

(134,433

)

 

$

(125,055

)

Increase in valuation allowance

 

 

153

 

 

 

(9,378

)

Balance at end of year

 

$

(134,280

)

 

$

(134,433

)

 

As of December 31, 2025, the Company had federal net operating loss carryforwards that may be available to reduce future taxable income of $401.8 million. Of the $401.8 million of federal net operating loss carryforwards, $62.4 million will expire on various dates from 2034 to 2037. The remaining $339.4 million of federal net operating loss carryforwards do not expire. The Company also had state net operating loss carryforwards that may be available to reduce future taxable income of $387.9 million for the period ended December 31, 2025. The state net operating loss carryforwards begin to expire in 2029. In addition, as of December 31, 2025, the Company had federal and state research and development tax credit carryforwards available to reduce future tax liabilities of $7.5 million and $4.4 million, respectively.

Pursuant to Section 382 of the Internal Revenue Code of 1986 (IRC), certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss (NOL) carryforwards and research and development credit (R&D credit) carryforwards that may be used in future years. Utilization of the NOL and R&D credit carryforwards may be subject to a substantial annual limitation under Section 382 of the IRC due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax. The Company has not completed a study to assess whether an ownership change has occurred, or whether there have been multiple ownership changes since its formation, due to the significant complexity and related costs associated with such a study. There could be additional ownership changes in the future that may result in additional limitations on the utilization of NOL carryforwards and credits.

The Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. The Company has not recognized any liability for unrecognized tax benefits as of December 31, 2025. The Company’s policy is to record interest and penalties related to unrecognized tax benefits on the income tax expense line in the consolidated statement of operations. There are no interest or penalties accrued at December 31, 2025 and 2024.

The Company files tax returns, on an entity-level basis, as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. Tax years from 2021 to the present are open to examination under the statute. The Company’s

net operating losses and other attributes generated in a closed tax year may still be adjusted to determine the amount of carryforward deduction available in an open year under examination.