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

10. Income Taxes

 

The components of loss before income taxes for the years ended December 31, 2025 and 2024 are as follows (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

U.S.

 

$

(29,128

)

 

$

(7,304

)

Foreign

 

447

 

 

 

824

 

Loss before income taxes

 

$

(28,681

)

 

$

(6,480

)

 

The components of the provision for income taxes for the years ended December 31, 2025 and 2024 consisted of the following (in thousands):

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Current:

 

 

 

 

 

 

Federal

 

$

 

 

$

 

State

 

 

 

 

 

 

Foreign

 

 

(174

)

 

 

914

 

Total Current

 

$

(174

)

 

$

914

 

Deferred:

 

 

 

 

 

 

Federal

 

$

(14

)

 

$

66

 

State

 

 

 

 

 

 

Foreign

 

 

262

 

 

 

(262

)

Total Deferred

 

$

248

 

 

$

(196

)

Total

 

$

74

 

 

$

718

 

 

 

The following is a reconciliation between the effective tax rate and the statutory federal income tax rate for the years ended December 31, 2025 in accordance with the guidance in the ASU No. 2023-09, which the Company has elected to prospectively adopt (in thousands):

 

Year Ended December 31,

 

 

2025

 

U.S. statutory federal income tax rate

 

$

(6,020

)

 

 

21.0

%

State and local income taxes, net of federal income tax effect (1)

 

 

 

 

 

0.0

%

Foreign tax effects:

 

 

 

 

 

 

Other foreign jurisdictions

 

 

(9

)

 

 

0.0

%

Effect of changes in tax laws or rates enacted in the current period

 

 

 

 

 

0.0

%

Tax credits:

 

 

 

 

 

 

Research and development tax credits

 

 

(53

)

 

 

0.2

%

Changes in valuation allowances

 

 

9,674

 

 

 

(33.7

)%

Non-taxable or Non-deductible items:

 

 

 

 

 

 

Mark to market

 

 

(3,770

)

 

 

13.1

%

Share-based payment awards

 

 

255

 

 

 

(0.9

)%

Other

 

 

11

 

 

 

(0.0

)%

Changes in unrecognized tax benefits

 

 

 

 

 

 

Other adjustments

 

 

(14

)

 

 

 

Effective tax rate

 

$

74

 

 

 

(0.3

)%

 

(1) State Taxes in Massachusetts made up the majority (greater than 50%) of the tax effect in this category.

The following is a reconciliation of the Company's effective tax rate and the statutory federal income tax rate for the year ended December 31, 2024 prior to the adoption of ASU No. 2023-09:

 

Year Ended December 31,

 

 

2024

 

U.S. statutory federal income tax rate

 

 

21.0

%

State income taxes, net of federal income tax benefit

 

 

53.1

%

Change in fair value of financial instruments

 

 

149.8

%

Tax credits

 

 

1.7

%

Valuation allowance

 

 

(234.0

)%

Non-deductible expenses

 

 

(6.0

)%

Other

 

 

3.3

%

Effective tax rate

 

 

(11.1

)%

 

 

 

Significant components of the Company’s deferred tax assets are as follows (in thousands):

 

 

December 31,

 

 

2025

 

 

2024

 

Deferred Tax Assets

 

 

 

 

 

 

U.S. federal and state net operating loss carryforwards

 

$

61,438

 

 

$

49,591

 

Capitalized start-up and research and development expenses

 

 

9,240

 

 

 

13,362

 

Research and development tax credits

 

 

2,569

 

 

 

2,436

 

Interest expense

 

 

9,466

 

 

 

6,639

 

Lease liability

 

 

266

 

 

 

485

 

Depreciation

 

 

120

 

 

 

151

 

Bad debt reserve

 

 

1,394

 

 

 

1,831

 

Accrued costs

 

 

5,377

 

 

 

5,456

 

Other temporary differences

 

 

632

 

 

 

1,870

 

Total deferred tax assets

 

 

90,502

 

 

 

81,821

 

Less: Valuation allowance

 

 

(87,103

)

 

 

(77,750

)

Net deferred tax assets

 

 

3,399

 

 

 

4,071

 

Deferred Tax Liabilities:

 

 

 

 

 

 

Right of use asset

 

 

(261

)

 

 

(451

)

Other deferred tax liability

 

 

(477

)

 

 

(66

)

Convertible debt

 

 

(2,713

)

 

 

(3,358

)

Total deferred tax liabilities

 

 

(3,451

)

 

 

(3,875

)

Net deferred tax asset

 

$

(52

)

 

$

196

 

 

The Company recorded income tax expense of $0.1 million during the year ended December 31, 2025 due to foreign operating income. The Company recorded $0.7 million of income tax expense during the year ended December 31, 2024. The Company maintains a valuation allowance for the full amount of the net United States deferred tax assets, as the realization of the deferred tax assets is not determined to be more likely than not. The valuation allowance increased for the years ended December 31, 2025 and 2024 by approximately $9.4 million and $19.8 million, respectively, due to an increase in deferred tax assets having a full valuation allowance primarily due to the operating losses incurred, capitalized research and development expenses and tax credits generated.

As of December 31, 2025, the Company had $223.8 million and $223.7 million of federal and state NOL carryforwards, respectively. Of the federal NOL carryforwards, $12.8 million expire between 2030 and 2037 and $211.0 million do not expire. The state NOL carryforwards expire between 2030 and 2045. As of December 31, 2025, the Company had $1.7 million and $1.1 million of federal and state research and development tax credits, which expire beginning in 2031 and 2028, respectively.

Changes to the Company’s valuation allowance are as follows (in thousands):

 

 

Year Ended December 31,

 

 

2025

 

 

2024

 

Beginning balances

 

$

77,750

 

 

$

57,985

 

Additions charged to net loss

 

 

9,353

 

 

 

19,765

 

Ending balances

 

$

87,103

 

 

$

77,750

 

 

Realization of the future tax benefits from these assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership, including a sale of the Company or significant changes in ownership due to sales of equity, may have limited, or may limit in the future, the amount of net operating loss and research and development credit carryforwards that could be used annually to offset future taxable income. The Company has not completed a study to assess whether a change of control has occurred or whether there have been multiple changes of control since the Company’s formation due to the significant complexity and cost associated with such study and because there could be additional changes in control in the future. As a

result, the Company is not able to estimate the effect of the change in control, if any, on the Company’s ability to utilize net operating loss and research and development credit carryforwards in the future.

The Company is subject to US federal income tax, state income tax in Massachusetts, and income tax in certain foreign jurisdictions. The Company’s historical income taxes in foreign jurisdictions have been immaterial to the consolidated financial statements. The Company is not currently under examination by the Internal Revenue Service (“IRS”) or any other jurisdictions for any tax years; however, all tax years since inception remain open to examination by the major taxing jurisdictions to which the Company is subject, as carryforward attributes generated in years past may still be adjusted upon examination by the U.S. IRS or other authorities if they have, or will be, used in a future period.

As of December 31, 2025 and 2024, the unremitted earnings of the Company’s foreign subsidiaries are immaterial.

Interpretive guidance on the accounting for global intangible low-taxed income (“GILTI”) states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. The Company made the accounting policy election to recognize GILTI as a period expense.

As of December 31, 2025 and 2024, the Company has not recorded a tax liability for any uncertain tax positions. Interest and penalties associated with uncertain tax positions are recorded as a component of income tax expense. There are no accrued interest and penalties as of December 31, 2025 and 2024.