v3.26.1
Income Taxes
12 Months Ended
Dec. 31, 2025
Income Taxes  
Income Taxes

13.Income Taxes

The Company adopted ASU 2023-009, Income Taxes (Topic 740): Improvements to Income Tax Disclosures on a prospective basis for the year ended December 31, 2025.

The following table presents income (loss) from ccontinuing operations before income taxes during the years ended December 31, 2025 and 2024 (in thousands):

  ​ ​ ​

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Income (loss) from continuing operations

U.S. loss

$

(388,509)

$

(160,918)

Non-U.S. income

 

10,693

 

4,359

Total

$

(377,816)

$

(156,559)

The significant components of income tax expense (benefit) attributable to income from continuing operations for the years ended December 31, 2025 and 2024 are as follows (in thousands):

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Current tax (benefit) provision

 

  ​

 

  ​

Federal

$

$

123

State

 

(79)

 

306

Foreign

 

 

Total current income tax (benefit) provision

 

(79)

 

429

Deferred tax expense (exclusive of effects of other components listed below)

 

  ​

 

  ​

Federal, state and foreign

Total deferred tax expense

$

$

Total income tax (benefit) provision

$

(79)

$

429

Income tax expense (benefit) attributable to income (loss) from continuing operations for the year ended December 31, 2025 differed from the amounts computed by applying the statutory U.S. Federal income tax rate of 21 percent to pretax income (loss) from continuing operations as a result of the following (in thousands):

December 31, 2025

U.S. Federal statutory income tax (benefit) at 21%

$

(79,342)

21.00

%

Domestic federal

Tax Credits

R&D Credit

(10,791)

2.86

Changes in valuation allowance

90,239

(23.88)

Nontaxable or nondeductible items

(36)

0.01

Cross-border tax laws

2,246

(0.59)

Other reconciling items

(41)

0.01

Domestic state income taxes, net of federal effect

(108)

0.03

Foreign tax effects:

Other foreign jurisdictions

(2,246)

0.59

Total

$

(79)

0.03

%

Below is the tabular rate reconciliation previously disclosed for the year ended  December 31, 2024:

December 31, 2024

Percentage of income before income taxes

Federal statutory income tax rate

  ​ ​ ​

21.0

%  

State income taxes, net of federal benefit

 

6.4

 

Change in valuation allowance

 

(32.3)

 

IP transfer

(0.3)

Research and development tax credits

 

4.9

 

Foreign tax rate differential

 

0.2

 

Other adjustments

 

(0.2)

 

Effective income tax rate

 

(0.3)

%  

The following table presents the cash paid for income taxes, net of refunds recevied, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 (in thousands):

December 31, 2025

  ​

U.S. federal

$

U.S. state and local

 

Massachusetts

 

13

California

1

Other *

1

Subtotal

$

15

Foreign

 

Other

 

Total

$

15

* The amount of income taxes paid during the year does not meet the five percent disaggregation threshold.

The only state or local juridiction that contributes to the majority, greater than 50%, of the tax effect  of the state and local income tax category, is Massachusetts.

The following table presents the tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferrred tax liabilities at December 31, 2025 and 2024 (in thousands):

December 31,

  ​ ​ ​

2025

  ​ ​ ​

2024

Deferred tax assets:

 

  ​

 

  ​

Net operating loss carryforwards

$

65,455

$

29,605

Capitalized research and development

 

30,641

 

39,716

Research and development tax credits

 

25,737

 

14,292

Stock-based compensation

 

10,017

 

4,016

Royalty obligation

22,492

Milestone payments

 

46,697

 

442

Accruals

 

3,074

 

1,886

Other

 

817

 

901

Total deferred tax assets

 

204,930

 

90,858

Valuation allowance

(203,870)

(90,295)

Deferred tax assets, net of valuation allowance

$

1,060

$

563

Deferred tax liabilities:

Prepaids and other

 

(1,060)

 

(563)

Total deferred tax liabilities

 

(1,060)

 

(563)

Net deferred tax asset

$

$

ASC Topic 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, the Company has recorded full valuation allowances against its domestic and foreign deferred tax assets as of December 31, 2025, because management has determined that it is more likely than not that these assets will not be realized. The valuation allowance increased by $113.6 million to $203.9 million as of  December 31, 2025, primarily due to additional net operating losses related to the U.S. and non-U.S. entities.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing several significant U.S. income tax provisions that impact the Company. Of these provisions, companies are no longer required to capitalize domestic research and development expenditures. However, foreign expenditures of this nature must continue to be capitalized and amortized over a fifteen year period. Due to the operations of the Company, the Company does not anticipate electing to accelerate the deduction for the previously capitalized domestic research and development expenditures. The Company will continue to monitor the impact of OBBBA and anticipated guidance from the U.S. Department of Treasury. The balance of previously capitalized applicable costs associated with research and development expenditures was $30.6 million as of December 31, 2025.

As of December 31, 2025, the Company had approximately $211.2 million and $210.4 million of U.S. federal and state net operating loss (“NOL”) carryforwards, respectively. As of December 31, 2024, the Company had approximately $75.5 million and $65.0 million of U.S. federal and state NOL carryforwards. The federal NOL carryforwards do not expire, but they may be limited in their usage to an annual deduction equal to 80% of annual taxable income. The state NOL carryforwards expire in 20 years, starting in 2042. The federal and state NOL carryforwards are fully offset by valuation allowances.

As of December 31, 2025 and 2024, the Company had $43.7 million and $54.2 million of foreign NOL carryforwards, respectively. The foreign NOL carryforwards are fully offset by valuation allowances. The China NOL carryforwards expire at various dates beginning in 2026 through 2028 for tax purposes, while the Hong Kong NOLs may be carried forward indefinitely for tax purposes. The Company files income tax returns in the U.S., as well as various state and foreign jurisdictions. The Company is not currently under any income tax examinations. All tax years generally remain open in each jurisdiction.

As of December 31, 2025, the Company had $24.1 million and $2.1 million in federal and state general business or research and development tax credit carryforwards. As of December 31, 2024, the Company had $13.3 million and $1.2 million in

federal and state general business or research and development tax credit carryforwards. These carryforwards are subject to review and possible adjustment by the appropriate taxing authorities. The federal and state research credit carryforwards expire in 20 years and 15 years, respectively, starting in 2036. The federal and state tax credit carryforwards are fully offset by valuation allowances.

There have been no unrecognized tax benefits since the Company’s inception. The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes as a component of its income tax provision. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and since inception, no amounts have been recognized in the Company’s consolidated statements of operations and comprehensive loss.

Under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended, utilization of the NOLs and research and development tax credit carryforwards may be subject to a substantial annual limitation under Section 382 due to ownership change limitations that have occurred previously or that could occur in the future in accordance with Section 382, as well as similar state provisions. These ownership changes may limit the amount of NOLs and research and development tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. If a change in control as defined by Section 382 has occurred at any time since the Company’s formation, utilization of its NOLs or research and development tax credit carryforwards would be subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, which could then be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the NOLs or research and development tax carryforwards before their utilization.