v3.26.1
Income Taxes
9 Months Ended 12 Months Ended
Feb. 28, 2026
May 31, 2025
DIAMIR BIOSCIENCES CORP. [Member]    
Income Taxes [Line Items]    
INCOME TAXES

NOTE 11 — INCOME TAXES

 

As of February 28, 2026 and May 31, 2025, the Company’s net deferred tax assets consisted primarily of research and development expenses and stock compensation. A valuation allowance has been provided against its net deferred tax assets as, based on all available evidence, it is considered more likely than not that the deferred tax assets will not be realized in future periods.

 

Uncertain tax positions are evaluated based on the facts and circumstances that exist at each reporting period. Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement. Adjustment may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitations barring an assessment for an issue. The Company recognizes a tax benefit from an uncertain tax position when it is more-likely-than-not that it will be sustained upon examination by tax authorities.

 

Income tax expense in the nine months ended February 28, 2025 reflects increases in unrecognized tax benefits related to current deductions for certain funded research and development expenses subject to interpretations of applicable tax law, in excess of available net operating carryforwards. Income tax expense in the nine months ended February 28, 2026 reflects the reversal of prior-period provisions for such unrecognized tax benefits. On July 4, 2025, H.R.1, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBB eliminates the requirement under Internal Revenue Code Section 174 to capitalize and amortize U.S.-based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred, among other provisions.

NOTE 12 — INCOME TAXES

 

For the years ended May 31, 2025 and 2024, the provision for income taxes consisted of the following:

 

   2025   2024 
Current:        
Federal  $16,483   $112,947 
State   1,456    1,456 
Total current   17,939    114,403 
Deferred:          
Federal   
    
 
State   
    
 
Total deferred   
    
 
Total  $17,939   $114,403 

 

For the years ended May 31, 2025 and 2024, a reconciliation of the Company’s effective tax rate to the statutory U.S. Federal rate is as follows:

 

   2025   2024 
Income taxes at Federal statutory rate   21.0%   21.0%
Discounts and interest on notes   (2.4)%   (2.1)%
Financing costs   (4.3)%   
%
State taxes   
%   (4.2)%
Other   (2.3)%   (1.2)%
Change in valuation allowance   (14.3)%   (36.3)%
Income tax provision   (2.3)%   (22.9)%

The Company’s deferred tax assets and liabilities consist of the following at May 31, 2025 and 2024:

 

   May 31,
2025
   May 31,
2024
 
Deferred tax assets:        
Tax benefit of net operating loss carry-forward (NOL)  $351,453   $247,637 
FIN48 reduction in NOL   (269,420)   (219,793)
Stock compensation   351,136    346,030 
Research and development expenses   422,170    372,544 
Other   1,152    2,432 
Total deferred tax assets:   856,490    748,850 
Deferred tax liabilities   (8,152)   (4,583)
Net deferred tax assets:   848,338    744,267 
Valuation allowance for deferred tax assets   (848,338)   (744,267)
Deferred tax assets, net of valuation allowance  $
   $
 

 

As of May 31, 2025 and 2024, the Company had federal net operating loss (“NOL”) carryforwards available to reduce future taxable income of approximately $1,541,000 and $1,047,000, respectively. As of May 31, 2025 and 2024, the Company had state NOL carryforwards of approximately $392,000 and $392,000, respectively. Federal NOLs of approximately $165,000 will begin to expire in 2025 and remaining Federal NOLs have an indefinite expiration period and can be utilized to offset up to 80% of future taxable income. State loss carryforwards expire between 2036 and 2044.

 

When realization of the deferred tax asset is more likely than not to occur, the benefit related to the deductible temporary differences attributable to operations is recognized as a reduction of income tax expense. Valuation allowances are provided against deferred tax assets when, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company’s valuation allowance increased by $104,071 and $181,606 in the years ended May 31, 2025 and 2024, respectively.

 

Uncertain tax positions are evaluated based on the facts and circumstances that exist at each reporting period. Subsequent changes in judgment based upon new information may lead to changes in recognition, derecognition, and measurement. Adjustment may result, for example, upon resolution of an issue with the taxing authorities or expiration of a statute of limitations barring an assessment for an issue. The Company recognizes a tax benefit from an uncertain tax position when it is more-likely-than-not that it will be sustained upon examination by tax authorities.

 

Unrecognized tax benefits, May 31, 2023  $217,239 
Gross increases – tax positions in current period   155,305 
Unrecognized tax benefits, May 31, 2024   372,544 
Gross increases – tax positions in current period   49,626 
Unrecognized tax benefits, May 31, 2025  $422,170 

 

The gross increase in unrecognized tax benefits in the years ended May 31, 2024 and 2025 relate to expected current deductions for certain funded research and development expenses subject to interpretations of applicable tax law, in excess of available net operating carryforwards. Future changes in the unrecognized tax benefits would affect the Company’s effective tax rate. In the absence of changes in related rulings or regulations, the Company does not anticipate any such change over the next 12 months.

 

The Company’s policy is to recognize interest expense and penalties related to income tax matters in income tax expense. As of May 31, 2025 and 2024, accrued interest related to uncertain tax positions amounted to $20,483 and $4,000, respectively.

 

The Company and its subsidiary are subject to U.S. federal and state income tax, and in the normal course of business, its income tax returns are subject to examination by the relevant taxing authorities. As of May 31, 2025, the 2017 to 2025 tax years remained subject to examination.