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

14. Income Taxes

The Company derives its income only from the United States. The components of the provision for income taxes are as follows (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

Current:

 

 

 

 

 

 

Federal

 

$

 

 

$

 

State

 

 

238

 

 

 

224

 

Total current

 

 

238

 

 

 

224

 

Deferred:

 

 

 

 

 

 

Federal

 

 

 

 

 

 

State

 

 

 

 

 

 

Total deferred

 

 

 

 

 

 

Provision for income taxes

 

$

238

 

 

$

224

 

 

The table reflects the ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). See “Note 2. Basis of Presentation and Summary of Significant Accounting Policies — Recent Accounting Pronouncements” for additional information on the adoption of ASU 2023-09.

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

 

 

 

Year Ended December 31, 2025

 

 

 

Amount
(in thousands)

 

 

%

 

U.S. federal taxes at statutory rate

 

$

(3,598

)

 

 

21.0

 

State tax, net of federal benefit

 

 

238

 

 

 

(1.4

)

Research tax credits

 

 

(355

)

 

 

2.1

 

Change in valuation allowance

 

 

1,721

 

 

 

(10.1

)

Nondeductible items

 

 

 

 

 

 

Stock based compensation

 

 

142

 

 

 

(0.8

)

Sec 162(m) limitation

 

 

135

 

 

 

(0.8

)

Other

 

 

49

 

 

 

(0.3

)

Changes in unrecognized tax benefits

 

 

39

 

 

 

(0.2

)

Deferred tax adjustment related to stock based compensation

 

 

1,856

 

 

 

(10.8

)

Other

 

 

11

 

 

 

(0.1

)

Total

 

$

238

 

 

 

(1.4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A reconciliation of the Company’s effective tax rate to the statutory U.S. federal rate, prior to the adoption of ASU 2023-09, is as follows:

 

 

 

 

 

 

Year Ended December 31,

 

 

 

 

 

 

2024

 

U.S. federal taxes at statutory rate

 

 

 

 

 

21.0

%

State tax, net of federal benefit

 

 

 

 

 

19.0

 

Stock compensation

 

 

 

 

 

4.6

 

Tax credits

 

 

 

 

 

(2.7

)

Change in valuation allowance

 

 

 

 

 

(41.6

)

Sec 162(m) limitation

 

 

 

 

 

0.1

 

Other

 

 

 

 

 

0.3

 

Total

 

 

 

 

 

0.7

%

 

 

The types of temporary differences that give rise to significant portions of the Company’s deferred income tax assets and liabilities are set out below (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Net operating loss carryforwards

 

$

84,916

 

 

$

62,544

 

Research and development credits

 

 

24,431

 

 

 

23,871

 

Lease liability

 

 

1,183

 

 

 

2,194

 

Intangible assets

 

 

28,978

 

 

 

6,456

 

Deferred revenue

 

 

8,131

 

 

 

22,111

 

Accrued liabilities

 

 

2,627

 

 

 

981

 

Stock-based compensation

 

 

9,082

 

 

 

8,770

 

Sec 174 capitalized research and development costs

 

 

28,901

 

 

 

37,249

 

Other

 

 

25

 

 

 

41

 

Total gross deferred income tax assets

 

 

188,274

 

 

 

164,217

 

Less: valuation allowance

 

 

(187,342

)

 

 

(162,110

)

Deferred tax assets, net of valuation allowance

 

 

932

 

 

 

2,107

 

Fixed assets

 

 

179

 

 

 

(1

)

Right-of-use assets

 

 

(947

)

 

 

(1,903

)

Prepaid expenses

 

 

(164

)

 

 

(203

)

Deferred tax liabilities

 

 

(932

)

 

 

(2,107

)

Net deferred income tax liabilities

 

$

 

 

$

 

The Company has established a valuation allowance against all of its net deferred tax assets. Management considered all available evidence, both positive and negative, including but not limited to our historical operating results, income or loss in recent periods, cumulative losses in recent years, forecasted earnings, future taxable income, and significant risk and uncertainty related to forecasts, and concluded the deferred tax assets are not more likely than not to be realized. The net change in the total valuation allowance for the years ended December 31, 2025 and 2024 was an increase of $25.2 million and a decrease of $13.4 million, respectively.

The Company had net operating loss carryforwards for federal and state income tax purposes of approximately $394.5 million and $56.9 million, respectively, as of December 31, 2025, available to reduce future taxable income. Of the federal net operating loss carryforwards, $65.6 million will begin to expire in 2034, if not utilized and $328.9 million will be carried forward indefinitely. The state net operating loss carryforwards will begin to expire in 2032, if not utilized.

The Company also has federal and state research and development tax credit carryforwards of $26.4 million and $15.0 million, respectively, as of December 31, 2025 available to reduce future income taxes. The federal research and development tax credits will begin to expire in 2031 if not utilized. The state research and development tax credits will carryforward indefinitely.

 

Internal Revenue Code section 382 (“IRC Section 382”) places a limitation (the “Section 382 Limitation”) on the amount of taxable income that can be offset by net operating loss (“NOL”) carryforwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. California has similar rules. When such ownership change occurs, IRC Section 382 limits the use of NOLs and credits in subsequent periods based on the annual Section 382 Limitation. The Company performed an IRC Section 382 analysis and determined that there was no ownership change in 2025 which may result in a reduction of its NOLs or its research and development credits expiring unused.

A reconciliation of the beginning and ending unrecognized tax benefit amount is as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

Balance at the beginning of the year

 

$

19,994

 

 

$

19,377

 

Additions based on tax positions related to current year

 

 

213

 

 

 

617

 

Adjustment based on tax positions related to prior years

 

 

 

 

 

 

Balance at end of the year

 

$

20,207

 

 

$

19,994

 

 

Of the unrecognized tax benefits as of each of December 31, 2025 and 2024, approximately $2.3 million would affect the Company’s effective tax rate if recognized. Penalties and interest of $1.0 million and $1.0 million, respectively, have been accrued for as of December 31, 2025.

 

The Company files income taxes in the U.S. federal jurisdiction, the state of California and various other U.S. states. The state of California contested the Company’s tax position on revenue apportionment for upfront and milestone payments resulting from the Company’s collaboration and licensing agreements for the years 2017 and 2018. In September 2023, the Company received Notice of Proposed Assessment (“NOPA”) from the Franchise Tax Board. The Company recorded an uncertain tax position of $4.4 million in long term liabilities for the proposed tax assessment, penalties and interest through December 31, 2025. Additional utilization of carryforward attributes and indirect federal tax effects of the assessment would result in a reduction in deferred tax assets of $5.0 million. The Company filed a protest to contest the proposed assessment in November 2023. Due to the ongoing nature of the

examination and discussions with the state of California, the Company is unable to estimate a date by which this matter will be resolved.