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

NOTE 18 — INCOME TAXES

 

The following table presents domestic and foreign components of consolidated loss before income taxes from continuing operations for the periods presented:

 

   December 31, 2025   December 31, 2024 
Domestic   (16,965,875)   (6,152,857)
Foreign   -    - 
Loss before provision for income taxes   (16,965,875)   (6,152,857)

 

Beginning in 2025 annual reporting, we adopted ASU 2023-09 prospectively. A reconciliation of the statutory income tax rates and the Company’s effective tax rate is as follows:

 

   Amount    
   December 31, 2025 
   Amount   Percent 
U.S. Federal Statutory Tax Rate   (3,562,676)   21.00%
State taxes, net of federal income tax effect*   (828,843)   4.89%
Foreign Tax Effects   -    - 
Effect of Changes in Tax Laws or Rates Enacted in the Current Period   -    - 
Effect of Cross-Border Tax Laws   -    - 
Tax Credits          
Research and development tax credits   8,285    -0.05%
Changes in Valuation Allowances   589,175    -3.47%
Nontaxable or Nondeductible Items          
Non-deductible expenses   120,826    -0.71%
Stock compensation   108,017    -0.64%
Changes in Unrecognized Tax Benefits   (254,408)   1.50%
Other Adjustments          
Tax impact of section 382 attribute forfeiture   3,820,144    -22.52%
True-up   (521)   0.00%
Income taxes provision (benefit)  $0    0.00%

 

 

The following table presents required disclosures prior to the adoption of ASU 2023-09 and displays the reconciliation between statutory federal income taxes and the total income tax provision (benefit):

 

   December 31, 2024 
Statutory federal income tax rate   21.00%
State taxes, net of federal tax benefit   5.90%
Non-deductible expenses   0.02%
NOL expiration   0.00%
Tax credit   -3.87%
Change in FV of warrant liability   1.42%
Tax impact of convertible debenture   -4.18%
Tax impact of divestiture   0.00%
Tax impact of section 382 attribute forfeiture   -202.84%
Stock compensation   -53.37%
True-up   -2.87%
Change in valuation allowance   238.69%
Income taxes provision (benefit)   -0.10%

 

The provision for income taxes includes the following:

 

   December 31, 2025   December 31, 2024 
Current          
US Federal  $-   $- 
US State   -    6,334 
US Foreign   -      
Total current provision   -    6,334 
Deferred          
US Federal   (589,000)   6,069,000 
US State   (315,000)   8,617,000 
US Foreign   -    - 
Total deferred benefit   (904,000)   14,686,000 
Change in valuation allowance   904,000    (14,686,000)
Total provision for income taxes  $-   $6,334 

 

 

The components of deferred tax assets and liabilities are as follows:

 

   December 31, 2025   December 31, 2024 
Deferred tax assets          
Net operating loss  $1,234,000   $1,626,000 
Research and development credits   -    254,000 
Accrued expenses   -    13,000 
Stock compensation   37,000    145,000 
Unrealized loss on digital assets   757,000    - 
Provision for losses on notes receivable   1,275,000    101,000 
Research and development expenses   703,000    963,000 
Total deferred income tax assets   4,006,000    3,102,000 
           
Net deferred income tax assets   4,006,000    3,102,000 
Valuation allowance   (4,006,000)   (3,102,000)
Deferred tax asset, net of allowance  $-   $- 

 

During 2025 and 2024, the aggregate changes in our total gross amount of unrecognized tax benefits are summarized as follows:

 

   December 31, 2025   December 31, 2024 
Gross unrecognized tax benefits at the beginning of the year   279,105    - 
Increases (decreases) related to current year positions   -    8,285 
Increases (decreases) related to prior year positions   (279,105)   270,820 
Expiration of unrecognized tax benefits   -      
Gross unrecognized tax benefits at the end of the year  $-   $279,105 

 

The table below provides the updated requirements of ASU 2023-09 for cash paid for income taxes, net of refunds.

 

   December 31, 2025   December 31, 2024 
Cash paid for income taxes, net of refunds          
Federal  $-   $- 
State       -    6,334 
Foreign   -    - 
Total cash paid for income taxes, net of refunds  $-   $6,334 

 

 

Based on the available objective evidence, including the Company’s history of cumulative losses, management believes it is likely that the Company’s U.S. federal and state net deferred tax assets will not be realizable. Accordingly, the Company provided for a full valuation allowance against its U.S. federal and state net deferred tax assets at December 31, 2025, and December 31, 2024.

 

Due to the full valuation allowance already in place on the Company’s U.S. federal and state net deferred tax assets, the Company does not anticipate significant changes in the Company’s effective tax rate.

 

Changes to US tax law enacted on July 4, 2025, allow for immediate expensing of domestic research and experimentation costs, accelerated depreciation on eligible capital expenditures, and other tax law changes impacting 2025 with certain changes effective in 2026. These changes are reflected in our results for the year ended December 31, 2025, and did not have a material impact on the Company’s effective tax rate in 2025.

 

At December 31, 2025, the Company has U.S. federal and state net operating loss carryforwards of approximately $4,602,000 and $3,831,000, respectively, which are available to offset future taxable income. U.S. federal net operating loss carryforwards can be carried forward indefinitely. State net operating loss carryovers begin to expire in 2044.

 

The Company’s net operating loss and tax credit carryforwards may be subject to an annual limitation under sections 382 and 383 of the Internal Revenue Code of 1986 (the “Code”), and similar state provisions if the Company experienced one or more ownership changes, which would limit the amount of net operating loss and tax credit carryforwards that may be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by section 382, results from equity shifts that increase ownership of certain stockholders or public groups in the stock of the corporation of more than 50% over a three-year period. As a result of the September 2025 subscription agreement, a section 382 ownership change has occurred. After the consummation of the agreement, the Qualigen business has been substantially reduced resulting in any pre-ownership change net operating loss and tax credit carryforwards becoming fully limited under section 382. The pre-ownership change net operating losses and tax credit carryforward DTAs are considered worthless and have been written-off the deferred tax table presented above. The Company has not completed an Internal Revenue Code Section 382 analysis.

 

The Company files income tax returns in the U.S. federal jurisdiction and in California. The Company’s U.S. federal income tax returns remain subject to examination by the Internal Revenue Service. The Company’s California income tax returns remain subject to examination by the California Franchise Tax Board. The companies tax returns for calendar year 2022 and forward are subject to examination by the U.S. federal and state tax authorities.

 

Generally accepted accounting principles clarify the accounting for uncertainty in income taxes recognized in the Company’s financial statements and prescribe thresholds for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provide guidance on de-recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company adopted these provisions effective April 1, 2009.

 

 

The Company had unrecognized tax benefits of $0 as of December 31, 2025. Due to the existence of the valuation allowance, future changes in unrecognized tax benefits would have no effect on the Company’s effective tax rate. The Company does not foresee any material changes over the next 12 months. In accordance with generally accepted accounting principles, the Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2025, the Company has not accrued any interest or penalties related to uncertain tax positions.