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

Note 14 — Income Taxes

 

Our income before provision for (benefit from) income taxes for the years ended December 31, 2025 and 2024 was as follows:

 

   December 31, 
   2025   2024 
Income (loss) before income taxes        
Domestic  $(30,016,549)  $(14,318,644)
Foreign   (393,873)   (31,352)
Income (loss) before income taxes  $(30,410,422)  $(14,349,996)

 

The benefit from income taxes was as follows: 

 

   December 31, 
   2025   2024 
Current        
U.S. Federal  $-   $- 
State and local   -    - 
Foreign   -    - 
           
   $-   $- 
           
Deferred          
U.S. Federal  $(963,436)  $(2,423,582)
State and local   (301,873)   (695,810)
Foreign   (89,657)   - 
           
    (1,354,966)   (3,119,392)
Valuation Allowance   1,354,966    3,119,392 
           
   $-   $- 
Total          
U.S. Federal  $-   $- 
State and local   -    - 
Foreign   -    - 
   $-   $- 

 

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, as described in Note 2, Summary of Significant Accounting Policies, the reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025 was as follows:

 

   December 31,
2025
 
   $   % 
U.S. federal statutory tax rate   (6,386,189)   21.00%
State and local tax effect   -    0.00%
Foreign tax effects          
Spain   51,875    -0.17%
Puerto Rico   30,838    -0.10%
Effect of changes in tax laws or rates   
 
    
 
 
Effect of cross-border tax laws   
 
    
 
 
Tax Credits   
 
    
 
 
Changes in valuation allowances   1,026,553    -3.38%
Nontaxable or nondeductible items          
Permanent items          
Change in fair value of warrants and convertible notes   3,228,505    -10.62%
Goodwill impairment   1,298,038    -4.27%
Non-controlling interest   (28,170)   0.09%
Deferred NOL true-up   1,455,051    -4.78%
Deferred basis true-up   (669,205)   2.20%
Other   (7,296)   0.03%
Effective Tax Rate   -    0.00%

A reconciliation of the provision for income taxes with the amounts computed by applying the Federal income tax rate to income from operations before the provision for income taxes is as follows for the years ended December 31, 2024:

 

   December 31, 
   2024 
U.S. federal statutory rate   21.00%
      
State taxes, net of federal benefit   4.51%
Permanent items   -1.97%
Deferred true-Up   0.00%
Valuation allowance   -21.74%
Foreign tax   0.00%
Other   -1.80%
Effective income tax rate   0.00%

 

There was no cash paid for income taxes, net of refunds, during the years ended December 31, 2025 and 2024, respectively.

 

The components of deferred tax assets (liabilities) were as follows:

 

   December 31, 
   2025   2024 
Deferred tax assets:        
Net operating loss carryforwards  $3,181,291   $3,085,132 
Stock compensation   3,813,065    2,550,588 
Lease liability   253,720    258,441 
Goodwill   -    51,036 
Allowance for bad debts   45,539    33,356 
Charitable contributions   19,031    14,126 
           
Total deferred assets   7,312,646    5,992,679 
           
Deferred tax liabilities          
Basis adjustment on acquired assets   (1,121,748)   (1,157,639)
Right of use asset   (244,372)   (252,920)
Other   (9,440)   - 
           
Total deferred liabilities   (1,375,560)   (1,410,559)
           
Deferred tax assets (liabilities)   5,937,086    4,582,120 
Deferred tax liabilities, net of valuation allowance   (5,937,086)   (4,582,120)
           
Deferred tax assets (liabilities, net of valuation allowance  $-   $- 

 

As of December 31, 2025, the Company has federal net operating loss carryforwards of approximately $11.9 million and state net operating loss carryforwards of approximately $13.4 million which can be carried forward indefinitely. As of December 31, 2024, the Company had federal net operating loss carryforwards of approximately $12.0 million and state net operating loss carryforwards of approximately $12.9 million. The valuation allowance on our net deferred tax assets increased by $1.4 million and $3.1 million during the years ended December 31, 2025 and 2024, respectively. The changes in valuation allowances during the years ended December 31, 2025 and 2024 were primarily due to the net operating losses generated by the Company and stock compensation awarded. Deferred tax assets for net operating loss carryforwards are fully offset by a valuation allowance.

 

We have taken current and potential future expirations into consideration when evaluating the need for valuation allowances against these deferred tax assets. A valuation allowance for deferred tax assets is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization is dependent upon the generation of future taxable income or the reversal of federal tax liabilities during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which our deferred tax assets are deductible, we believe it is more likely than not that we will not realize the benefits of these deductible differences. We have recorded a valuation allowance for deferred tax assets of $5,937,086 and $4,582,120 as of December 31, 2025 and 2024.

The Company applies the FASB’s provisions for uncertain tax positions. The Company utilizes the two-step process to determine the amount of recognized tax benefit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

 

The Company recognizes interest and penalties associated with uncertain tax positions as a component of income tax expense. As of December 31, 2025 and 2024 we have not accrued for any interest and penalties on our unrecognized tax benefits.

  

We file income tax returns in the U.S., Florida and foreign jurisdictions. We are currently not under examination by the Internal Revenue Service (“IRS”). All net operating losses and tax credits generated to date are subject to adjustment for U.S. federal and state income tax purposes. Our returns for 2021 and subsequent tax years remain subject to examination in U.S. and Florida jurisdictions. Our returns for 2023 and subsequent tax years remain subject to examination in foreign jurisdictions.

 

As of December 31, 2025, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year.