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

16. Income Taxes

 

The domestic and foreign components of income or loss from continuing operations before taxes are:

 

 

 

Year Ended

December 31,

 

 

Year Ended

 December 31,

 

 

 

2025

 

 

2024

 

U.S. operations

 

$1,647,100

 

 

$(4,390,100 )

Non-U.S. operations

 

 

(3,422,800 )

 

 

(3,633,500 )

Total loss before taxes

 

$(1,775,700 )

 

$(8,023,600 )

Total provision for income taxes allocated to continuing operations for the year ended December, 31, 2025 and 2024, was $4,600, and $0, respectively.

 

Total provision for income taxes allocated to discontinued operations for the year ended December, 31, 2025 and 2024, was $0, and $0, respectively.

 

In accordance with ASC 740, the Company evaluated the deferred tax assets to determine if valuation allowances are required or should be adjusted. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence, both positive and negative, using a “more likely than not” standard of whether the deferred tax assets will be realized. As of and for the year ended December 31, 2025, the Company maintains a full valuation allowance of $12,928,000 against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance. As of and for the year ended December 31, 2024, the Company maintained a full valuation allowance of $9,839,400 against the consolidated net deferred tax assets as the Company determined the net deferred tax assets which includes net operating loss carry-forwards and other tax credits, are more likely not to be realized and therefore the Company recorded a full valuation allowance. If in the future the Company changes the determination as to the amount of deferred tax assets that can be realized, the Company will adjust the valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.

 

The Company adopted ASU 2023-09 "Income Taxes (Topic 740): “Improvements To Income Tax Disclosures" on a prospective basis beginning with the year ended December 31, 2025. The following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to our actual global effective amount and rate for the year ended December 31, 2025. The effective tax rate for the current year reflects the classification of certain operations as discontinued operations, which were included in continuing operations in the prior year:

 

 

 

 

 Year Ended

December 31, 2025

 

 

 

 

 

 

 

 

 Amount

 

 

 

 Percent

 

 

 

 

 

 

 

 

 

 

U.S. federal statutory taxrate

 

$(372,900)

 

$21.00%

State income taxes, net of federal income taxeffect

 

 

3,600

 

 

 

-0.20%

Foreign tax effects

 

 

 

 

 

 

 

 

  Germany

 

 

 

 

 

 

 

 

Return to provision and other true ups

 

 

(2,025,500)

 

 

114.07%

Changes in valuation allowance

 

 

2,025,475

 

 

 

-114.07%

Changes in valuation allowance

 

 

1,167,225

 

 

 

-65.73%

Nontaxable or nondeductible items

Incentive Stock Options

 

 

21,600

 

 

 

-1.22

 

Other

 

 

3,700

 

 

 

-0.21

 

Return to Provision and other true ups

Depreciation

 

 

6,800

 

 

 

-0.38%

Amortization

 

 

(1,247,200)

 

 

70.23%

Net Capitalized R&D Expenses

 

 

466,900

 

 

 

-26.29%

Inventory Reserve

 

 

(11,300)

 

 

0.64%

Net Operating Loss

 

 

(36,700)

 

 

2.07%

Other

 

 

2,900

 

 

 

-0.17%

Effective tax rate

 

$4,600

 

 

 

-0.26%

 

The following table presents the required disclosures prior to the adoption of ASU 2023-09 and reconciles the U.S. federal statutory income tax rate to the actual global effective income tax rate for the year ended December 31, 2024 for continuing and discontinued operations:

 

 

 

2024

 

 

 

Amount

 

 

 

 

 

Federal tax expense

 

$(1,353,500

State tax expense

 

 

-

 

Research and Development Credits

 

 

(39,900

Incentive stock options

 

 

38,700

 

Changes in valuation allowance

 

 

537,100

 

Aquila Biolabs GmbH operating loss

 

 

(1,069,900

Return to provision and other true ups

 

 

1,887,500

 

Provision for income taxes

 

$-

 

 

The Company evaluated the impact of the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, which, among other things, permits the immediate expensing of domestic R&D expenditures and allows for the deduction of previously capitalized, unamortized amounts. Based on this new law, management concluded the Company is eligible to apply these provisions.  ASC 740 requires that the effect of changes in laws be recognized in the period in which the applicable legislation is enacted.  Consequently, the Company evaluated all deferred tax balances under the newly enacted tax law and reflected such effects in its financial statements.

  

The Company’s expected income tax expense differs from its provision for income tax expense due to the net operating loss, adjustments from the tax return to the provision, and the Company’s assessment to record a full valuation allowance against those net deferred tax assets in applying the more likely than not standard that is required under the applicable guidance under Generally Accepted Accounting Principles in the US.

Significant components of the Company’s deferred tax assets are as follows:

 

 

 

As of

December 31,

 

 

As of

December 31,

 

Deferred tax assets:

 

2025

 

 

2024

 

 

 

 

 

 

 

 

Amortization of intangible assets, including goodwill

 

$1,016,800

 

 

$-

 

Research and development credits

 

 

445,000

 

 

 

466,300

 

Goodwill impairment

 

 

-

 

 

 

898,800

 

Net Capitalized R&D

 

 

1,373,400

 

 

 

1,509,700

 

Various accruals

 

 

-

 

 

 

134,000

 

Stock options expense

 

 

1,625,200

 

 

 

1,531,900

 

Net operating loss

 

 

7,401,900

 

 

 

5,422,900

 

Other

 

 

1,175,300

 

 

 

21,100

 

Subtotal

 

$13,037,600

 

 

$9,984,700

 

 

 

 

 

 

 

 

 

 

Deferred tax liability:

 

 

 

 

 

 

 

 

Depreciation

 

 (109,600

 

 (46,800

Amortization of intangible assets, including goodwill

 

 

-

 

 

(98,500 )

Subtotal

 

 

(109,600 )

 

 

(145,300 )

 

 

 

 

 

 

 

 

 

Less valuation allowance

 

 

(12,928,000 )

 

 

(9,839,400 )

Net deferred tax assets

 

$-

 

 

$-

 

 

The Company has federal net operating loss (“NOL”) carryforwards of $15,026,854 and $15,248,600, as of December 31, 2025 and 2024, respectively, with no expiration date, which are available to reduce future taxable income. The Company has foreign NOL carryforwards of $16,188,634 and $12,757,000, as of December 31, 2025, and 2024, respectively, with no expiration date, which are available to reduce future taxable income. Under the 2017 Tax Cuts and Jobs Act, federal carryforwards may be carried forward indefinitely. Utilization of the Company’s federal NOL carryforwards and certain tax credit carryforwards may be subject to an annual limitation under IRC Section 382 if an ownership change, as defined by the IRC, has occurred or occurs in the future. There have been no ownership changes as of December 31, 2025 that would cause a Section 382 limitation. If an ownership change has occurred or were to occur, the Company’s ability to utilize its pre-change tax attributes could be limited.

 

The Company adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025. The company made no state or foreign tax payments for the year ended December 31, 2025; therefore, no table is needed as a result of the adoption.